UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K


(Mark
One)


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





For the
fiscal year ended: December
31, 2008





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





For the
transition period from ________ to ________





Commission
File No. 000-52744





LYNN TWO,
INC.


(Name of
small business issuer in its charter)




Nevada
              26-0149280(State
      or other jurisdiction of incorporation or organization)
              (I.R.S.
      Employer Identification No.)




211 Adams Avenue, Sumter, South
      Carolina
              29150


(Address
      of principal executive offices)
              (Zip
      Code)





Issuer’s
telephone number: (803)
730-4072




Fiscal
year, if changed since last report)





Securities
registered under Section 12(b) of the Exchange Act:





None





Securities
registered under Section 12(g) of the Exchange Act:





Common Stock, par value
$0.0001 per share


(Title
of Class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  ̈ Yes x No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act. ̈  Yes   x  No





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. x  Yes    ̈  No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x  Yes    ̈  No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer    ̈
                Accelerated
      filer      ̈Non-accelerated
      filer      ̈
                Smaller
      reporting company     x





(Do not
check if a smaller reporting company)









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





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.    $0





APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.  ̈  Yes    ̈  No





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date. At March 30, 2009 there were 1,500,000
shares of common stock outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE


None


ii


TABLE
OF CONTENTS




TABLE
      OF CONTENTS
                      iiiFORWARD-LOOKING
      STATEMENTS
                      0PART
      IItem
      1. Description of Business
                      1Item
      1A. Risk Factors.
                      7Item
      2. Properties.
                      13Item
      3. Legal Proceedings.
                      13Item
      4. Submission of Matters to a Vote of Security Holders.
                      13PART
      IIItem
      5. Market for Registrant’s Common Equity, Related Stockholder Matters and
      Issuer Purchases of Equity Securities.
                      14Item
      6. Selected Financial Data.
                      15Item
      7. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations.
                      15Item
      7A. Quantitative and Qualitative Disclosures About Market
      Risk.
                      16Item
      8. Financial Statements and Supplementary Data.
                      17Item
      9. Changes in and Disagreements With Accountants on Accounting and
      Financial Disclosure.
                      18Item
      9A. Controls and Procedures.
                      18Item
      9A(T). Controls and Procedures.
                      18Item
      9B. Other Information.
                      19PART
      IIIItem
      10. Directors, Executive Officers and Corporate
Governance.
                      19Item
      11. Executive Compensation.
                      22Item
      12. Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters.
                      22Item
      13. Certain Relationships and Related Transactions, and Director
      Independence.
                      23Item
      14. Principal Accounting Fees and Services.
                      23PART
      IVItem
      15. Exhibits, Financial Statement Schedules.
                      24SIGNATURES
                      25





FORWARD-LOOKING
STATEMENTS




This
Annual Report on Form 10-K and the documents incorporated by reference into the
Annual Report on Form 10-K include forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.  These forward-looking statements can be
identified by the use of forward-looking terminology, including the words
“believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,”
“will,” “potential,” “continue,” or “should,” or, in each case, their negative
or other variations or comparable terminology.  Such statements
include, but are not limited to, any statements relating to our ability to
consummate any acquisition or other business combination and any other
statements that are not statements of current or historical facts. These
statements are based on management’s current expectations, but actual results
may differ materially due to various factors, including, but not limited to, our
being a development stage company with no operating history; our lack of
funding; the inexperience of our management with respect to our business plan;
our potential inability to consummate a business combination with an operating
company that is generating revenues; the possibility that our company may never
generate revenues; unknown risks that may attend to a business with which we
consummate a business combination; our personnel allocating their time to other
businesses and potentially having conflicts of interest with our business; the
ownership of our securities being concentrated, and those other risks and
uncertainties detailed herein and in the Company’s filings with the Securities
and Exchange Commission.




By their
nature, forward-looking statements involve risks and uncertainties because they
relate to events and depend on circumstances that may or may not occur in the
future.  We caution you that forward-looking statements are not
guarantees of future performance and that our actual results of operations,
financial condition and liquidity, and developments in the industry in which we
operate may differ materially from those made in or suggested by the
forward-looking statements contained in this Annual Report on Form
10-K.  In addition, even if our results of operations, financial
condition and liquidity, and developments in the industry in which we operate
are consistent with the forward-looking statements contained in this Annual
Report on Form 10-K, those results or developments may not be indicative of
results or developments in subsequent periods.




These
forward-looking statements are subject to numerous risks, uncertainties and
assumptions about us described in “Risk Factors.”  The forward-looking
events we discuss in this Annual Report on Form 10-K speak only as of the date
of such statement and might not occur in light of these risks, uncertainties and
assumptions.  Except as required by applicable law, we undertake no
obligation and disclaim any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.





PART
I





Item
1.   Description of Business





General





Lynn Two,
Inc. (“we”, “us”, the “Company” or comparable terms) was incorporated in the
State of Nevada on September 26, 2007 and is the successor in interest to Lynn
Two, Inc., a Delaware corporation organized on April 11, 2007, upon the merger
of the two corporations, effective on October 1, 2007.  We are a
developmental stage company and have not generated any revenues to
date.  We were organized to serve as a vehicle for a business
combination through a capital stock exchange, merger, reverse acquisition, asset
acquisition or other similar business combination (a “Business Combination”)
with an operating or development stage business (the “Target Business”) which
desires to utilize our status as a reporting company under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).   Since
inception, we have engaged in only limited business operations relating to our
organization, registering our class of common stock under the Security Exchange
Act of 1934 (Exchange Act) and engaging in preliminary discussions with and
conducting due diligence investigations of potential Target Businesses with
which to enter into a Business Combination.  We have no full-time
employees and do not own or lease any property.  One of our officers
and directors currently serves as an officer and director of another development
stage public company with the business purpose of acquiring a Target Business
but she has never been affiliated with a public shell company that has completed
a Business Combination.





Given
that our current assets consist only of cash, we have no current operations and
our proposed business contemplates entering into a Business Combination with an
operating company, we are a “shell company,” which is defined in Rule 405 under
the Securities Act of 1933, as amended (the “Securities Act”), as a company
which has (i) no or nominal operations; and (ii) either (x) no or nominal
assets; (y) assets consisting solely of cash and cash equivalents; or (z) assets
consisting of any amount of cash and cash equivalents and nominal other
assets.





We are
not presently engaged in, and will not engage in, any substantive commercial
business until we consummate a Business Combination, if ever.  We are
currently in the process of identifying and evaluating targets for a Business
Combination but we do not have any specific Business Combination under
consideration.  Our efforts to identify a prospective Target Business
will not be limited to a particular industry or geographic
location.  In the case of all possible acquisitions, we intend to seek
to consummate the acquisition which is most attractive and provides the greatest
opportunity for creating securityholder value.  The determination of
which entity is the most attractive would be based on our analysis of a variety
of factors, including whether such acquisition would be in the best interests of
our securityholders, the terms of the acquisition and the perceived quality of
the business of the Target Business, among other factors described
below.  We believe that the owners of potential Target Businesses may
find an acquisition by us to be an easier and less dilutive means to achieve
liquidity than an initial public offering or other financing transactions. We
cannot assure you that we will be able to locate a target or that we will be
able to engage in a transaction on favorable terms or at all.





Affecting
a Business Combination





General.





A
Business Combination may involve the acquisition of (which may be referred to as
a "reverse acquisition"), or merger with, a company that desires to have a class
of securities registered under the Exchange Act, while avoiding what it may deem
to be adverse consequences of undertaking a public offering
itself.  These include time delays, significant expense, possible loss
of voting control through dilution of their ownership position and compliance
with various federal and state securities laws.  As more fully
described below under the heading “Form of acquisition; Opportunity for
stockholder approval,” the proposed structure of a Business Combination
may not require that we seek stockholder approval for the transaction and
holders of our common stock may not have the opportunity to vote upon a proposed
Business Combination.


1





Search
for a target.




We are
currently in the process of identifying and evaluating targets for a Business
Combination.  As described below in more detail, we have virtually
unrestricted flexibility in identifying and selecting prospective acquisition
candidates.  To the extent we affect a Business Combination, we may be
impacted by numerous risks inherent in the business and operations of the Target
Business.  The risks attendant to the Target Business may include
risks typical of a financially unstable company or an entity in its early stage
of development or growth, including entities without established records of
sales or earnings.  Although our management will endeavor to evaluate
the risks inherent in a particular target, we cannot assure you that we will
properly ascertain or assess all significant risk factors.





Sources
of Target Businesses.





We intend
to source our target opportunities from various internal and external
sources.  Target candidates have been, and we anticipate will continue
to be, brought to our attention from affiliated and various unaffiliated
sources.  We believe that we will be able to identify target
opportunities from internal sources primarily resulting from personal contacts
and relationships that our officers and directors and their affiliates have
developed and maintain with various professionals, including accountants,
consultants, bankers, attorneys and other investors, as a result of formal or
informal inquiries or discussions they may have, as well as attending trade
shows or conventions.  Target Business candidates may be brought to
our attention by unaffiliated sources as a result of being solicited by us
through calls or mailings.  These sources may also introduce us to
Target Businesses candidates in which they believe we may have an interest on an
unsolicited basis.  In addition, we may retain the services of agents
or other representatives to identify or locate suitable targets on our behalf,
though we have not engaged any such persons, to date.





In no
event will any of our existing management or stockholders, or any entity with
which they are affiliated, be paid any finder’s fee, consulting fee or other
compensation prior to, or for any services they render in order to effectuate,
the consummation of a Business Combination.  In the event that we
retain the services of professional firms or other individuals that specialize
in business acquisitions, we may pay a finder’s fee, consulting fee or other
compensation to be determined in an arm’s length negotiation based on the terms
of the transaction.  We have not adopted any policies with respect to
utilizing the services of consultants or advisors to assist in the
identification of a Target Business, the criteria to be used in selecting such
consultants or advisors, the services to be provided, the term of service, or
regarding the total amount of fees that may be paid.  However, because
of our limited cash resources, it is likely that any such fee we agree to pay
would be paid in shares of our common stock.





Selection
criteria of a Target Business.





Our
management will have virtually unrestricted flexibility in identifying and
selecting a prospective Target Business.  We have not established any
specific attributes or criteria (financial or otherwise) for prospective Target
Businesses.  In evaluating a prospective Target Business, our
management will consider, among other factors, the following:


2




·
            financial
      condition and results of operation;




·
            growth
      potential;




·
            experience
      and skill of management and availability of additional
      personnel;




·
            capital
      requirements;




·
            competitive
      position;




·
            barriers
      to entry in the industry;




·
            stage
      of development of the products, processes or
  services;




·
            degree
      of current or potential market acceptance of the products, processes or
      services;




·
            proprietary
      features and degree of intellectual property or other protection of the
      products, processes or services;




·
            regulatory
      environment of the industry; and




·
            costs
      associated with effecting the Business
  Combination.





These
criteria are not intended to be exhaustive or to in any way limit the board of
director’s unrestricted discretion to enter into a Business Combination with any
Target Business.  Any evaluation relating to the merits of a
particular Business Combination will be based, to the extent relevant, on the
above factors as well as other considerations deemed relevant by our
management.  In evaluating a prospective Target Business, we will
conduct as extensive a due diligence review of potential targets as possible
given the lack of information that may be available regarding private companies,
our limited personnel and financial resources and the inexperience of our
management with respect to such activities.  We expect that our due
diligence may include, among other things, meetings with the Target Business’s
incumbent management and inspection of its facilities, as well as a review of
financial and other information that is made available to us.  This
due diligence review will be conducted either by our management or by
unaffiliated third parties we may engage.  Our limited funds and the
lack of full-time management will likely make it impracticable to conduct a
complete and exhaustive investigation and analysis of a Target Business
candidate before we consummate a Business Combination.  Management
decisions, therefore, will likely be made without detailed feasibility studies,
independent analysis, market surveys and the like which, if we had more funds
available to us, would be desirable.  We will be particularly
dependent in making decisions upon information provided by the promoters,
owners, sponsors or others associated with the business opportunity seeking our
participation.





Where
possible, we will attempt to structure a Business Combination to achieve the
most favorable tax treatment to us, the Target Business and both companies’
stockholders, taking into account other terms of the
transaction.  Depending on the circumstances of any acquisition,
however, we may not be able to structure a transaction in the most tax
advantageous manner.  Further, we cannot assure you that the Internal
Revenue Service or appropriate state tax authorities will agree with our tax
treatment of any transaction.





The time
and costs required to select and evaluate a Target Business and to structure and
complete the Business Combination cannot presently be ascertained with any
degree of certainty.  Any costs incurred with respect to the
identification and evaluation of a prospective Target Business with which a
Business Combination is not ultimately completed may result in a loss to
us.


3





Lack
of diversification.





We expect
that we will be able to consummate a Business Combination with only one
candidate given that, among other considerations, we will not have the resources
to diversify our operations and the dilution of interest for present and
prospective stockholder, which is likely to occur as a result of our
management's plan to offer a controlling interest to a Target Business in order
to achieve a tax free reorganization, as described below, will render more than
one Business Combination unlikely.  Therefore, at least initially, the
prospects for our success may be entirely dependent upon the future performance
of a single business and we will not benefit from the possible spreading of
risks or offsetting of losses.  By consummating a Business Combination
with a single entity, our lack of diversification may:





·
            subject
      us to numerous economic, competitive and regulatory developments, any or
      all of which may have a substantial adverse impact upon the particular
      industry in which we may operate subsequent to a Business Combination,
      and





·
            result
      in our dependency upon the development or market acceptance of a single or
      limited number of products, processes or
  services.





Limited
ability to evaluate the Target Business.





Management’s assessment of a Target
Business will be based upon discussions with management of the Target Business
and a review of due diligence material relating to the Target Business available
to it during the evaluation period.  Any such assessment may not be
accurate.





Although
we intend to scrutinize the management of a prospective Target Business when
evaluating the desirability of effecting a Business Combination, we cannot
assure you that our assessment of the Target Business’s management will prove
accurate.  In addition, we cannot assure you that future management
will have the necessary skills, qualifications or abilities to manage a public
company.  Furthermore, the future role of our management in the Target
Business following a Business Combination cannot presently be stated with any
certainty, though it is unlikely that any of such persons will continue to be
associated with a Target Business with which we consummate a Business
Combination, other than as stockholders.




Given our
current resources, we will likely enter into a Business Combination with a
privately-held company.  Generally, very little public information
exists about these companies and we will be required to rely on the ability of
our management to obtain adequate information to evaluate the potential returns
from entering into a Business Combination with such a company.  If we
do not uncover all material information about a Target Business prior to a
Business Combination, we may not make a fully informed investment decision and
we may lose money on our investments.





Form
of acquisition; Opportunity for stockholder approval.





The
manner in which we participate in a Business Combination will depend upon, among
other things, the nature of the opportunity and the respective requirements and
desires of management of our Company and of the Target Business.  In
addition, the structure of any Business Combination will be dispositive as to
whether stockholder approval of the Business Combination is
required.


4





Although
the terms of any Business Combination cannot be predicted, it is likely that we
will seek to structure a Business Combination to qualify as a tax free
transaction under the Internal Revenue Code of 1986, as amended (the
"Code").  Tax free treatment of such a transaction can be
accomplished, if structured correctly, either through the acquisition of all of
the outstanding shares of capital stock of a Target Business, including by way
of a reverse acquisition, or through a merger (either directly or through a
wholly owned subsidiary of our Company) with a Target Business.





If the
transaction is structured as an acquisition (or reverse acquisition), we will
acquire our participation in a Target Business through the acquisition of all of
the outstanding shares of its capital stock in exchange for the issuance of our
common stock or other securities to the security holders of the Target
Business.  If the transaction is structured as a statutory merger or
consolidation, we would merge a Target Business with and into our
Company.





Acquisition:  Under
Section 368(a)(1) of the Code, in order for a stock exchange transaction to
qualify as a "tax free" reorganization, the holders of the stock of the target
must receive a number of shares of our capital stock equal to 80% or more of the
voting stock of our Company.  If a transaction were structured to take
advantage of these provisions rather than other "tax free" provisions provided
under the Code, our existing stockholders would, in such circumstances, retain
20% or less of the total issued and outstanding shares of the surviving
entity.  Depending upon the relative negotiating strength of the
parties, stockholders at the time of the Business Combination may retain
substantially less than 20% of the total issued and outstanding shares of our
Company.  This would result in substantial additional dilution to the
equity of those persons who were stockholders of our Company prior to such
Business Combination.  As part of such a transaction, all or a
majority of the Company's then management at the time may resign and new
directors may be appointed without any vote by stockholders.  An
acquisition (or reverse acquisition) of will not require the vote or approval of
stockholders and may be accomplished in the sole determination of
management.





Merger:  In
a merger transaction, we would merge a Target Business with and into our Company
or a direct wholly-owned subsidiary.  Simultaneous with the merger, we
likely would affect a recapitalization in order to achieve a manageable float of
our outstanding capital stock.  However, a proposed merger transaction
would require the approval of the holders of a majority of the outstanding
shares of our common stock and it may necessitate calling a stockholders'
meeting to obtain such approval.  The necessity to obtain stockholder
approval may result in delay and additional expense in the consummation of any
proposed transaction and will also give rise to certain rights to dissenting
stockholders who could require that the Company purchase their shares at a price
equal to the fair market value in cash.





In light
of the above, management likely will seek to structure a Business Combination so
as not to require stockholder approval.





It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require significant management time and attention and
substantial cost for accountants, attorneys and others.  If a decision
is made not to participate in a specific business opportunity, the costs
incurred in the related investigation would not be
recoverable.  Furthermore, even if an agreement is reached for a
Business Combination, the failure to consummate that transaction may result in
the loss to the Company of the related costs incurred.


5





Competition





Our
ability to consummate a Business Combination will be constrained by our lack of
financial resources to provide to the Target Business.  We expect that
in the course of identifying, evaluating and selecting a Target Business, we may
encounter intense competition from other entities having a business objective
similar to ours.  These include blank check companies that have raised
significant sums through sales of securities registered under federal securities
laws that have a business plan similar to ours and consequently possess a
significant competitive advantage over our Company both from a financial and
personnel perspective.  Additionally, we may be subject to competition
from other entities having a business objective similar to ours, including
venture capital firms, leveraged buyout firms and operating businesses looking
to expand their operations through acquisitions.  Many of these
entities are well established, possess significant capital and have extensive
experience identifying and affecting business combinations directly or through
affiliates.  Moreover, nearly all of these competitors possess greater
technical, human and other resources than us.  In addition, we will
experience competition from other modestly capitalized shell companies that are
seeking to enter into business combinations with targets similar to those we
expect to pursue.  One of our current officers and directors also
serves as an officer and director and is a stockholder of a shell company that
is registering its class of common stock under the Exchange Act.  This
officer's/director's affiliation with two shell companies raises the possibility
of conflicts of interest, in that both companies may seek to take advantage of
the same business opportunity.  Neither our Company nor the other
shell company with which our officer/director is affiliated has adopted any
policy with respect to resolving any potential conflict of interest and it is
possible that any conflict or interest that arises between the two companies may
not be decided in our favor.





While we
believe there may be numerous potential target candidates with which we could
affect a Business Combination, our ability to compete in affecting a Business
Combination with prime candidates will be limited by our lack of financial
resources.  This inherent competitive limitation gives others an
advantage in pursuing the acquisition of the most attractive Target
Businesses.





If we
succeed in affecting a Business Combination, there will be, in all likelihood,
intense competition from competitors of the Target Business. We cannot apprise
you of any of these risks nor can we assure you that, subsequent to a Business
Combination, we will have the resources or ability to compete
effectively.





Employees





We have
two executive officers both of whom have other business interests and are not
obligated to devote any specific number of hours to our matters.  They
intend to devote only as much time as they deem necessary to our
affairs.  The amount of time management will devote to our affairs in
any time period will vary based on whether a Target Business has been selected
for the Business Combination and the stage of the Business Combination process
the Company is in.  Accordingly, as management identifies suitable
Target Businesses, we expect that our management will spend more time
investigating such Target Business and will devote additional time and effort
negotiating and processing the Business Combination as developments
warrant.  We do not intend to have any full time employees prior to
the consummation of a Business Combination.





Our
management may engage in other business activities similar and dissimilar to
those we are engaged in without any limitations or restrictions applicable to
such activities.  Currently, one of our officers serves as an officer
and director of another shell company that has a business purpose identical to
ours and that is registering its class of common stock under the Exchange
Act.  To the extent that our management engages in such other
activities, there will be possible conflicts of interest in diverting
opportunities which would be appropriate for our Company to this other company
or to other companies, entities or persons with which our management is or may
be associated or have an interest, rather than diverting such opportunities to
us.  Since we have not established any policy for the resolution of
such a conflict, we could be adversely affected should our officer/director
choose to place her other business interests before ours.  We cannot
assure you that such potential conflicts of interest will not result in the loss
of potential opportunities or that any conflict will be resolved in our
favor.


6





Our
officers and directors may actively negotiate for or otherwise consent to the
disposition of all or any portion of the shares of common stock they own, as a
condition to, or in connection, with a Business
Combination.  Therefore, it is possible that the terms of any Business
Combination will provide for the sale of all or a portion of the shares of
common stock they own which would raise issues relating to a possible conflict
of interest with our other security holders.





Item
1A. Risk Factors.





An
investment in our securities involves a high degree of risk. You should consider
carefully all of the risks described below, together with the other information
contained in this Annual Report on Form 10-K before making a decision to invest
in our securities.  If any of the following risks occur, our business,
financial condition and results of operations may be materially adversely
affected.





Neither
of our officers has ever been a principal of, or has ever been affiliated with,
a company formed with a business purpose similar to ours that has consummated a
Business Combination.





Neither
of our officers has ever served as an officer or director of a development stage
public company that has completed a business combination such as described in
this report.  Accordingly, you may not be able to adequately evaluate
their ability to consummate successfully a Business Combination.





We
are a development stage company with no operating history and, accordingly, you
will not have any basis on which to evaluate our ability to achieve our business
objective.





We are a
development stage company and have not engaged in any revenue generating
activities to date.  Since we do not have any operating history, you
will have no basis upon which to evaluate our ability to achieve our business
objective.  We are currently in the process of evaluating and
identifying targets for a Business Combination.  We are not presently
engaged in, and will not engage in, any substantive commercial business or
generate any revenue until we consummate a such a transaction, if
ever.  We cannot assure you as to when or if a Business Combination
will occur.





One
of our current officers and directors may have a conflict of interest with
another public shell company that she manages and in which she is a
stockholder.





One of
our officers and directors currently serves as an officer and director of
another shell company that has registered its class of common stock under the
Exchange Act, which may result in a conflict of interest with our
Company.  Our management may in the future become affiliated with
entities, including blank check or shell companies, engaged in business
activities similar to those being conducted by us.  Our management's
existing or future affiliation with other shell companies raises the possibility
of conflicts of interest, in that both companies may seek to take advantage of
the same business opportunity.  Neither our Company nor the other
shell company with which our officer is affiliated has adopted a conflict of
interest policy and it is possible that any conflict or interest that arises
between the two companies may not be resolved in our favor.





Our
future success is dependent on the ability of management to complete a Business
Combination with a Target Business that operates profitably.


7





The
future success of our plan of operation will depend entirely on the operations,
financial condition and management of the Target Business with which we may
enter into a Business Combination.  While management intends to seek
to enter into a Business Combination with an entity having an established,
profitable operating history, we cannot assure you that we will be successful in
consummating a Business Combination with a candidate that meets that
criterion.  In the event we complete a Business Combination, the
success of our operations will be dependent upon management of the Target
Business and numerous other factors beyond our control.





We
have no existing agreement for a Business Combination or other
transaction.





We
presently have no written arrangement or agreement with respect to engaging in a
Business Combination.  We cannot assure you that we will successfully
identify and evaluate suitable business opportunities or that we will enter into
a Business Combination.  Management has not identified any particular
industry or specific business within an industry for evaluation.  We
cannot guarantee that we will be able to negotiate a Business Combination on
favorable terms.





We
may have insufficient resources to cover our operating expenses and the costs
and expenses of consummating a Business Combination.





At
December 31, 2008, we had cash on hand of $36.  We
do not expect that these funds will be sufficient to cover our operating costs
and expenses, including those we will incur in connection with satisfying our
reporting obligations under the Securities Exchange Act of 1934 and consummating
a Business Combination.  If our financial resources are inadequate to
cover our costs and expenses, we will require additional financing and we cannot
be certain that such financing will be available to us on acceptable terms, if
at all.  Our failure to secure funds necessary to cover our costs and
expenses would have an adverse affect on our operations and ability to achieve
our objective.





The
time and cost of preparing a private company to become a public reporting
company may preclude us from entering into a Business Combination with the most
attractive private companies.





Target
companies that we may investigate that fail to comply with SEC reporting
requirements, financial and otherwise, may delay or preclude a Business
Combination.  Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including audited financial statements for the company
acquired.  The time and additional costs that may be incurred by some
target entities to prepare these statements may significantly delay or
essentially preclude consummation of an acquisition.  Otherwise
suitable acquisition prospects that do not have or are unable to obtain the
required audited statements may be inappropriate for acquisition so long as the
reporting requirements of the Exchange Act are applicable.





If
we affect a Business Combination with a financially unstable company or an
entity in the early stage of development or growth, we will be subject to
greater risks than if we were to affect a Business Combination with a more
established company with a proven record of earnings and growth.





Given our
financial and personnel resources compared to those of our competitors, we may
be limited to consummating a Business Combination with a company that is
financially unstable or is in the early stage of development or growth,
including an entity without established records of sales or
earnings.  To the extent we affect a Business Combination with a
financially unstable or early stage or emerging growth company, we may be
impacted by numerous risks inherent in the business and operations of such
company that we would not be subject to if we were to affect a Business
Combination with a more seasoned company with a proven record of earnings and
growth.


8





We
likely will complete only one Business Combination, which will cause us to be
dependent solely on a single business and a limited number of products, services
or assets.





Given our
limited financial resources and other considerations, it is likely we will
complete a Business Combination with only one Target
Business.  Accordingly, the prospects for our success may be solely
dependent upon the performance of a single business and dependent upon the
development or market acceptance of a single or limited number of products,
processes or services.  In this case, we will not be able to diversify
our operations or benefit from the possible spreading of risks or offsetting of
losses, unlike other entities which may have the resources to complete several
Business Combinations or asset acquisitions in different industries or different
areas of a single industry so as to diversify risks and offset
losses.





Given
our limited resources and the significant competition for Target Businesses, we
may not be able to consummate an attractive Business Combination.





We will
encounter intense competition from other entities having a business objective
similar to ours, including blank check companies, finance companies, banks,
venture capital funds, leveraged buyout funds, operating businesses and other
financial buyers competing for acquisitions.  Many of these entities
are well established and have extensive experience in identifying and affecting
Business Combinations directly or through affiliates.  Nearly all of
these competitors possess greater financial, technical, human and other
resources than we do and our financial resources will be negligible when
contrasted with those of many of these competitors.  In addition, we
will experience direct competition from other modestly capitalized shell
companies that are seeking to enter into business combinations with targets
similar to those we expect to pursue, including a shell company that has
registered its class of common stock under the Exchange Act of which one of our
officers serves as a director and officer and in which company
she  owns common stock.





It
is likely that we will consummate a Business Combination with a private company
for which limited information will be available to conduct due
diligence.





We likely
will enter into a Business Combination with a privately-held
company.  Generally, very little public information exists about these
companies or their management and we will be required to rely on the ability of
our management to obtain adequate information to evaluate the potential success
of entering into a transaction with such a company.  In addition, our
management will only devote limited time to the business of the Company and will
have available to it extremely limited financial resources with which to conduct
due diligence.  If our assessment of the Target Business’s operations
and management is inaccurate or we are unable to uncover all material
information about these companies, then we may not make a fully informed
investment decision, and we may lose money on our investments.





If
we consummate a Business Combination by way of an acquisition, stockholders may
not have an opportunity to vote on the transaction.





If we
consummate a Business Combination by way of an acquisition of the capital stock
or assets of the Target Business, the transaction may be accomplished in the
sole determination of management without any vote or approval by
securityholders.  Accordingly, holders of our securities at the time
of any Business Combination may not have an opportunity to evaluate the Target
Business or its management and will have to rely on the judgment of management
in assessing the future profitability and viability of the Target
Business.


9





A
Business Combination with a foreign company may subject us to additional
risks.





If we
enter into a Business Combination with a foreign entity, we will be subject to
all of the risks inherent in business operations outside of the United
States.  These risks include:





·
            unexpected
      changes in, or impositions of, legislative or regulatory
      requirements;


·
            foreign
      currency exchange rate
fluctuations;


·
            potential
      hostilities and changes in diplomatic and trade
    relationships;


·
            changes
      in duties and tariffs, taxes, trade restrictions, license obligations and
      other non-tariff barriers to trade;


·
            burdens
      of complying with a wide variety of foreign laws and
      regulations;


·
            longer
      payment cycles and difficulties collecting receivables through foreign
      legal systems;


·
            difficulties
      in enforcing or defending agreements and intellectual property
      rights;


·
            reduced
      protection for intellectual property rights in some
    countries;


·
            potentially
      adverse tax consequences; and


·
            political
      and economic instability.





If we are
not successful managing these risks among others that we may not identify at the
time of a Business Combination, our business may be negatively
impacted.





Since
we have not yet selected a particular industry or Target Business with which to
complete a Business Combination, we are unable to  ascertain the
merits or risks of the industry or business in which we may ultimately operate
at this time.





We are
currently in the process of evaluating and identifying targets for a Business
Combination.  However, our plan of operation permits our board of
directors to consummate a Business Combination with a company in any industry it
chooses and is not limited to any particular industry or type of
business.  Accordingly, there is no current basis to evaluate the
possible merits or risks of the particular industry in which we may ultimately
operate or the Target Business which we may ultimately acquire.  To
the extent we complete a Business Combination with a company that does not have
a stable history of earnings and growth or an entity in a relatively early stage
of its development, we may be affected by numerous risks inherent in the
business operations of those entities.  If we complete a Business
Combination with an entity in an industry characterized by a high level of risk,
we may be affected by the currently unascertainable risks of that
industry.  Such risks, among other things, could preclude the
Company's ability to secure financing for operations after a Business
Combination, should it be required.  Although our management will
endeavor to evaluate the risks inherent in a particular industry or Target
Business, we cannot assure you that we will properly ascertain or assess all of
the significant risk factors.  Even if we properly assess those risks,
some of them may be outside of our control.





Our
long-term success will be dependent in large part upon the management team of
the Target Business, which may be difficult to fully evaluate.





After a
Business Combination, our long-term success we will be dependent upon the
management team of the Target Business.  Although we intend to
scrutinize the management team of a prospective Target Business as closely as
possible in connection with evaluating the desirability of affecting a Business
Combination, we cannot assure you that our assessment of the management team
will prove to be correct.  These individuals may be unfamiliar with
the complex disclosure and financial reporting requirements imposed on U.S.
public companies and other requirements of operating a public company, which
could divert their attention from their core business to the determent of the
operating results of the Target Business.


10





If
we are unable to structure the Business Combination as a “tax free” transaction,
potential Target Businesses could be deterred from entering into such a
transaction with our Company.





We may
not be able to structure our acquisition to result in tax-free treatment for the
companies or their stockholders, which could deter third parties from entering
into certain Business Combinations with us.  Currently, a transaction
may be structured so as to result in tax-free treatment to both companies, as
prescribed by various federal and state tax provisions.  We intend to
structure any Business Combination so as to minimize the federal and state tax
consequences to both us and the target entity and the respective stockholders of
each company; however, we cannot guarantee that the Business Combination will
meet the statutory requirements of a tax-free reorganization or that the parties
will obtain the intended tax-free treatment upon a transfer of stock or
assets.  A non-qualifying reorganization could result in the
imposition of both federal and state taxes that may have an adverse affect on
all parties to the transaction.





We
expect to issue a significant number of new shares of capital stock in a
Business Combination, which will result in substantial dilution and a change in
control of ownership of the Company.





Our
articles of incorporation authorizes the issuance of 100,000,000 shares of
common stock and 10,000,000 shares of preferred stock.  Any Business
Combination affected by us may result in the issuance of additional securities
without stockholder approval and may result in substantial dilution in the
percentage of our common stock held by our then existing
stockholders.  Moreover, the common stock issued in any such
transaction may be valued on an arbitrary or non-arm's-length basis by our
management, resulting in an additional reduction in the percentage of common
stock held by our then existing stockholders.  Our board of directors
has the power to issue any or all of such authorized but unissued shares without
stockholder approval.  To the extent that additional shares of common
stock or preferred stock are issued in connection with a Business Combination or
otherwise, dilution to the interests of our stockholders will occur and the
rights of the holders of common stock might be materially adversely
affected





We
have not conducted any market research concerning prospective business
opportunities, which may affect our ability to identify a Target
Business.





We have
neither conducted nor have others made available to us results of market
research concerning prospective business opportunities.  Therefore, we
have no assurances that market demand exists for a Business Combination as
contemplated by us.  There is no assurance that we will be able to
enter into a Business Combination on terms favorable to us.  Decisions
as to which business opportunity to participate in will be unilaterally made by
our management, which, in many cases, may act without the consent, vote or
approval of our stockholders.





Our
officers and directors will apportion their time to other businesses which may
cause conflicts of interest in their determination as to how much time to devote
to our affairs.  This conflict of interest could have a negative
impact on our ability to consummate a Business Combination.





Our
officers and directors engage in other businesses and are not required to devote
their full time or any specific number of hours to our affairs, which could
create a conflict of interest when allocating their time between our operations
and their other commitments.  We do not have and do not expect to have
any full time employees prior to the consummation of a Business
Combination.  If our management’s other business affairs requires them
to devote more substantial amounts of time to such affairs, it could limit their
ability to devote time to our affairs and could have a negative impact on our
ability to consummate a Business Combination.  We cannot assure you
that these conflicts will be resolved in our favor.


11





Limitations
on liability and indemnification matters.





As permitted by the corporate laws of
the State of Nevada, we have included in our articles of incorporation a
provision to eliminate the personal liability of its directors for monetary
damages for breach or alleged breach of their fiduciary duties as directors,
subject to certain exceptions.  In addition, our bylaws provide that
we are required to indemnify our officers and directors under certain
circumstances, including those circumstances in which indemnification would
otherwise be discretionary, and we will be required to advance expenses to our
officers and directors as incurred in connection with proceedings against them
for which they may be indemnified.





There
are significant restrictions on the transferability of the Shares.





None of
the outstanding shares of our common stock have been registered under the
Securities Act of 1933 (“Securities Act”) or the securities laws of any state
and may not be resold, transferred, pledged as collateral or otherwise disposed
of unless such transaction is registered under the Securities Act or an
exemption from registration is available.  In connection with any
transfer of shares of our common stock other than pursuant to an effective
registration statement under the Securities Act, the Company may require the
holder to provide to the Company an opinion of counsel to the effect that such
transfer does not require registration of such transferred shares under the
Securities Act.  Rule 144 under the Exchange Act will not be available
for the resale of our securities unless and until (i) we cease to be a shell
company, (ii) at the time of the sale we are reporting under the Exchange Act,
(iii) we have filed all Exchange Act reports and material required to be filed
during the preceding 12 months, and (iv) at least one year has elapsed from the
time that we file the disclosure required by the SEC reflecting the fact that we
are no longer a shell company. These restrictions will limit the ability of our
stockholders to liquidate their investment.





Holders
may not be able to dispose of their common stock due to the absence of an
established trading market.





There is
currently no public trading market for any of our securities.  The
Company will not seek to list any of our shares of common stock or other
securities on any exchange or have them quoted on NASDAQ or any over-the-counter
market.  Any such decision will be in the discretion of management of
a Target Company with which we consummate a Business
Combination.  Accordingly, the Company does not anticipate that a
market in any of our securities will develop during the foreseeable future, if
ever.  Because holders may not be able to sell their securities,
subscribers should consider their liquidity needs with respect to the securities
and should be prepared to hold the securities for an indefinite
period.





We
cannot assure you that following a Business Combination with an operating
business, our common stock will be listed or admitted to quotation on any
securities exchange or other trading medium.





Following
a Business Combination, then management may seek to develop a public market for
our common stock.  However, we cannot assure you that following such a
transaction, we will be able to meet the initial listing standards of any stock
exchange or that our common stock will be admitted for quotation on the over the
counter bulletin board or admitted to trading on any other medium.  If
our common stock does not trade publicly, holders may not be able to sell common
stock.  Moreover, our common stock may be deemed to be a “penny stock”
and subject to the SEC’s penny stock rule which provides that, if our common
stock failed to meet the criteria set forth in such rule, brokers would be
subject to various practice requirements which would limit the sale of our stock
only to persons who were established customers and accredited
investors.  Consequently, such rule may deter broker-dealers from
recommending or selling our common stock, which may further affect its
liquidity.  This would also make it more difficult for us to raise
additional capital following a Business Combination.


12





We
have never paid dividends on our common stock.





We have
never paid dividends on our common stock and do not presently intend to pay any
dividends in the foreseeable future.  In the unlikely event we
generated profits prior to a Business Combination, we expect to retain such
earnings and re-invest them into the Company to further its business
strategy.





Authorization
of Preferred Stock.





Our
Articles of Incorporation authorize the issuance of up to 10,000,000 shares of
preferred stock with such designations, rights and preferences that may be
determined from time to time by the board of directors.  Accordingly,
our board of directors is empowered, without stockholder approval, to issue
preferred stock with dividend, liquidation, conversion, voting, or other rights
which could adversely affect the voting power or other rights of the holders of
the common stock.  In the event of issuance, the preferred stock could
be utilized, under certain circumstances, as a method of discouraging, delaying
or preventing a change in control of the Company.  Although we have no
present intention to issue any shares of preferred stock, we cannot assure you
that we will not do so in the future.





Item
1B.  Unresolved Staff Comments.





Not
Applicable.





Item
2.   Properties.





We
maintain our principal executive offices at 211 Adams Avenue, Sumter, South
Carolina, where our President maintains a business office.  We use
this office space free of charge.  We believe that this space is
sufficient for our current requirements. The Company does not own or lease any
properties at this time and does not anticipate owning or leasing any properties
prior to the consummation of a Business Combination, if ever.





Item
3.   Legal Proceedings.





The
Company presently is not a party to, nor is management aware of, any pending,
legal proceedings.





Item
4.   Submission of Matters to a Vote of Security Holders.





No matter
was submitted to a vote of security holders during the fiscal year ended
December 31, 2008.


13





PART
II





Item
5.   Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.





Market
Information





As of
March 30, 2009, there were three holders of record of 1,500,000 outstanding
shares of our common stock.





Our
common stock does not trade, nor is it admitted to quotation, on any stock
exchange or other trading facility.  Management has no present plan,
proposal, arrangement or understanding with any person with regard to the
development of a trading market in any of our securities.  We cannot
assure you that a trading market for our common stock will ever
develop.  We have not registered our class of common stock for resale
under the blue sky laws of any state and current management does not anticipate
doing so.  The holders of shares of common stock, and persons who may
desire to purchase shares of our common stock in any trading market that might
develop in the future, should be aware that, in addition to transfer
restrictions imposed by federal securities laws, significant state blue sky law
restrictions may exist which could limit the ability of stockholders to sell
their shares and limit potential purchasers from acquiring our common
stock.





We are
not obligated by contract or otherwise to issue any securities and there are not
outstanding any securities that are convertible into or exchangeable for shares
of our common stock.





Shares
Available for Future Sale





All
outstanding shares of our common stock are “restricted securities,” as that term
is defined under Rule 144 promulgated under the Securities Act of 1933
(Securities Act), because they were issued in a private transaction not
involving a public offering.  Accordingly, none of the outstanding
shares of our common stock may be resold, transferred, pledged as collateral or
otherwise disposed of unless such transaction is registered under the Securities
Act or an exemption from registration is available.  In connection
with any transfer of shares of our common stock other than pursuant to an
effective registration statement under the Securities Act, the Company may
require the holder to provide to the Company an opinion of counsel to the effect
that such transfer does not require registration of such transferred shares
under the Securities Act.





Rule 144
is not available for the resale of securities initially issued by companies that
are, or previously were, shell companies, like us, unless the following
conditions are met:





·
            the
      issuer of the securities that was formerly a shell company has ceased to
      be a shell company;


·
            the
      issuer of the securities is subject to the reporting requirements of
      Section 13 or 15(d) of the Securities Exchange Act of
  1934;


·
            the
      issuer of the securities has filed all Exchange Act reports and material
      required to be filed, as applicable, during the preceding 12 months (or
      such shorter period that the issuer was required to file such reports and
      materials), other than Current Reports on Form 8-K;
  and


·
            at
      least one year has elapsed from the time that the issuer filed current
      comprehensive disclosure with the SEC reflecting its status as an entity
      that is not a shell company.


14





Neither
the Company nor its officers and directors has any present plan, proposal,
arrangement, understanding or intention of selling any unissued or outstanding
shares of common stock in the public market subsequent to a Business
Combination.  Nevertheless, in the event that a substantial number of
shares of our common stock were to be sold in any public market that may develop
for our securities subsequent to a Business Combination, such sales may
adversely affect the price for the sale of the Company's common stock securities
in any such trading market.  We cannot predict what effect, if any,
market sales of currently restricted shares of common stock or the availability
of such shares for sale will have on the market prices prevailing from time to
time, if any.





Dividends.





We have
not paid any dividends on our common stock to date and do not presently intend
to pay cash dividends prior to the consummation of a Business
Combination.





The
payment of any dividends subsequent to a Business Combination will be within the
discretion of our then seated board of directors.  Current management
cannot predict the factors which any future board of directors would consider
when determining whether or when to pay dividends.





Recent
Sales of Unregistered Securities.





Since inception (April 11, 2007), the
Company has issued and sold the following securities without the benefit of
registration under the Securities Act:





Issuances
Pursuant to Section 4(2) of the Securities Act:





On
October 1, 2007, the Company issued an aggregate of 1,500,000 shares of common
stock to the three holders of the outstanding shares of the common stock of Lynn
Two, Inc., a Delaware corporation (“Lynn Two-Delaware”), upon the exchange of a
like number of shares of the common stock of Lynn Two-Delaware in connection
with the merger of said corporation with and into the Company in order to affect
a change of domicile, effective October 1, 2007.





On May 15, 2007, Lynn Two-Delaware
issued 700,000 shares of common stock to Hilary Davis, our President and a
member of our board of directors, and 700,000 shares of common stock to Julia J.
Alexander, our Secretary and a member of our board of directors, each of whom
held like positions with Lynn Two-Delaware, pursuant to the exemption from the
registration requirements of the Securities Act afforded by Section 4(2)
thereof.  The Company issued these shares in consideration of the
payment of a sum equal to the par value per share, or $70 by each
subscriber.





On May 15, 2007, Lynn Two-Delaware
issued 100,000 shares of common stock to Scott Rumph pursuant to the exemption
from the registration requirements of the Securities Act afforded by Section
4(2) thereof.  The Company issued these shares in consideration of the
payment at the par value per share, or $10.





Item
6.   Selected Financial Data.





The
information to be furnished under this Item 6 is not required of small reporting
issuers.





Item
7.   Management’s Discussion and Analysis of Financial Condition and
Results of Operations.





General.





We were
formed to serve as a vehicle to acquire, through a capital stock exchange,
merger, reverse acquisition, asset acquisition or other similar business
combination, an operating or development stage business which desires to utilize
our status as a reporting corporation under the Securities Exchange Act of
1934.  We have neither engaged in any operations nor generated any
revenues during the twelve-month period ended December 31,
2009.


15





We are
currently in the process of evaluating and identifying targets for a Business
Combination.  We are not presently engaged in, and will not engage in,
any substantive commercial business until we consummate a Business
Combination.





Our
management will have broad discretion in identifying and selecting a prospective
Target Business.  We have not established any specific attributes or
criteria (financial or otherwise) for prospective Target
Businesses.  Our officers and directors have never served in any
capacity with a development stage public company that has identified and entered
into a Business Combinations with a Target Business and they may not be
successful in their efforts.  To the extent we affect a Business
Combination with a financially unstable company or an entity in its early stage
of development or growth, including entities without established records of
sales or earnings, we may be affected by numerous risks inherent in the business
and operations of financially unstable and early stage or potential emerging
growth companies.  If we consummate a Business Combination with a
foreign entity, we will be subject to all of the risks attendant to foreign
operations.  Although our management will endeavor to evaluate the
risks inherent in a particular Target Business, we cannot assure you that we
will properly ascertain or assess all significant risk factors.





We expect
that in connection with any Business Combination, we will issue a significant
number of shares of our  common stock (equal to at least 80% of the
total number of shares outstanding after giving effect to the transaction, in
order to ensure that Business Combination qualifies as a “tax free” transaction
under federal tax laws).  The issuance of additional shares of our
capital stock:




·
            will
      significantly reduce the equity interest of our stockholders;
      and





·
            will
      cause a change in likely result in the resignation or removal of current
      management.





Our
management anticipates that the Company likely will be able to affect only one
Business Combination, due primarily to our financial resources and the dilution
of interest for present and prospective stockholders, which is likely to occur
as a result of our management's plan to offer a controlling interest to a Target
Business in order to achieve a tax free reorganization.  This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against potential gains from another.





Liquidity
and Capital Resources.





As of
December 31, 2008, we had negligible assets, consisting exclusively of cash on
hand of $36.  We
do not expect that our current cash reserve will be sufficient to cover our
anticipated costs and expenses, which includes satisfying our reporting
obligations under the Exchange Act and completing the identification and due
diligence analysis of a Target Business and consummating a Business
Combination.  In the event we require additional cash for any
purposes, we will rely on management to identify sources of or provide capital
to cover such additional costs and expenses.  If we are unable to
identify sources of cash, we may have to discontinue our
operations.





Item
7A. Quantitative and Qualitative Disclosures About Market Risk.





The
information to be furnished under this Item 7A is not required of small
reporting issuers.


16





Item
8.   Financial Statements and Supplementary Data.





Independent
      Auditor’s Report
                      
                      F-1Balance
      Sheet for the years ended December 31, 2008 and 2007
                      
                      F-2Statement
      of Operations for the years ended December 31, 2008 and 2007 and
      cumulative since inception (April 11, 2007)
                      
                      F-3Statement
      of Stockholders’ Deficit for the years ended December 31, 2008 and 2007
      and cumulative since inception (April 11, 2007)
                      
                      F-4Statement
      of Cash Flows for the years ended December 31, 2008 and 2007 and
      cumulative since inception (April 11, 2007)
                      
                      F-5Notes
      to Financial Statements
                      
                      F-6- F-10


17


REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors and
 Stockholders
of Lynn Two, Inc. (A Development Stage Company)
 
 We have
audited the accompanying balance sheets of Lynn Two, Inc. (A Development Stage
Company) as of December 31, 2008, and the related statements of income,
stockholders’ deficit and loss, and cash flows for each of the two years ended
December 31, 2008. Lynn Two, Inc.’s management is responsible for these
financial statements. Our responsibility is to express an opinion on these
financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Lynn Two, Inc. as of December 31,
2008 and 2007, and the results of its operations and its cash flows for each of
the years in the two-year period ended December 31, 2008 in conformity with
accounting principles generally accepted in the United States of
America.
 
 The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note I to the financial statements,
the Company is in the development stage, has suffered a loss, has a net capital
deficiency and has yet to generate an internal cash flow. These factors raise
substantial doubt about the Company’s ability to continue as a going concern.
Management’s plans in regard to these matters are also described in Note E. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
 
 Traci
      J. Anderson, CPAHuntersville,
      NC  28078March
      24, 2009
  F-1
  Lynn
Two, Inc.
 (A
Development Stage Company)
 Balance
Sheet
 
 As of December 31,2008
                                            
                                            
                                            2007ASSETSCURRENT ASSETS:Cash
                                            
                                            $
                                            36
                                            
                                            
                                            $
                                            396TOTAL
      CURRENT ASSETS
                                            
                                            
                                            36
                                            
                                            
                                            
                                            396TOTAL
      ASSETS
                                            
                                            $
                                            36
                                            
                                            
                                            $
                                            396LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT LIABILITIESNote
      Payable to Related Party
                                            
                                            
                                            3,075
                                            
                                            
                                            
                                            -Accrued
      Expenses
                                            
                                            
                                            2,520
                                            
                                            
                                            
                                            1,500TOTAL
      CURRENT LIABILITIES
                                            
                                            
                                            5,595
                                            
                                            
                                            
                                            1,500TOTAL
      LIABILITIES
                                            
                                            
                                            5,595
                                            
                                            
                                            
                                            1,500STOCKHOLDERS' DEFICITPreferred
      stock ($0.0001 par value; 10,000,000 shares authorized; no shares issued
      and outstanding at December 31, 2008)
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Common
      stock ($0.0001 par value; 100,000,000 shares authorized:1,502,000
      issued and outstanding at December 31, 2008)
                                            
                                            
                                            150
                                            
                                            
                                            
                                            150Paid
      in Capital
                                            
                                            
                                            15,169
                                            
                                            
                                            
                                            10,118Accumulated
      Deficit
                                            
                                            
                                            (20,879
                                            )
                                            
                                            
                                            (11,372
                                            )TOTAL
      STOCKHOLDERS' DEFICIT
                                            
                                            
                                            (5,560
                                            )
                                            
                                            
                                            (1,104
                                            )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                                            
                                            $
                                            35
                                            
                                            
                                            $
                                            396
 
 The
accompanying notes are an integral part of these financial
statements.
  F-2
 
 Lynn
Two, Inc.
 (A
Development Stage Company)
 Statement
of Operations
 
 CumulativeFor the Years Ended
                        
                        
                        TotalsDecember 31,
                        
                        
                        Since Inception2008
                        
                        
                        2007
                        
                        
                        April 11, 2007REVENUES:Income
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Total
      Revenue
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -EXPENSES:Professional
      Fees
                        
                        
                        6,700
                        
                        
                        
                        10,000
                        
                        
                        
                        16,700Selling,
      General, and Administrative
                        
                        
                        2,786
                        
                        
                        
                        1,372
                        
                        
                        
                        4,158Total
      Expenses
                        
                        
                        9,486
                        
                        
                        
                        11,372
                        
                        
                        
                        20,858Loss
      from Operations
                        
                        
                        (9,486
                        )
                        
                        
                        (11,372
                        )
                        
                        
                        (20,858
                        )OTHER (EXPENSE)/INCOME:Interest
      Expense
                        
                        
                        (21
                        )
                        
                        
                        -
                        
                        
                        
                        (21
                        )Net
      Income/(Loss)
                        
                        
                        (9,507
                        )
                        
                        
                        (11,372
                        )
                        
                        
                        (20,879
                        )Basic
      and fully diluted net loss per common share:
                        
                        $
                        (0.01
                        )
                        
                        $
                        (0.01
                        )
                        
                        $
                        (0.01
                        )Weighted
      average common shares outstanding
                        
                        
                        1,502,000
                        
                        
                        
                        1,502,000
                        
                        
                        
                        1,502,000
 
 The
accompanying notes are an integral part of these financial
statements.
  F-3
 
 Lynn
Two, Inc.
 (A
Development Stage Company)
 Statement
of Stockholders' Deficit
 
 AdditionalCommonStock
                              
                              
                              Preferredstock
                              
                              
                              Paid-in
                              
                              
                              DeficitShares
                              
                              
                              Amount
                              
                              
                              Shares
                              
                              
                              Amount
                              
                              
                              Capital
                              
                              
                              AccumulatedBalances,
      April 11, 2007 (inception)
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -Net
      loss for the year
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (11,372
                              )Capital
      Contributions
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              10,118
                              
                              
                              
                              -Issuance
      of common shares
                              
                              
                              1,500,000
                              
                              
                              
                              150
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Balances,
      December 31, 2007
                              
                              
                              1,500,000
                              
                              
                              $
                              150
                              
                              
                              
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              10,118
                              
                              
                              $
                              (11,372
                              )Net
      loss
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (9,507
                              )Capital
      Contributions
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              3,051
                              
                              
                              
                              -Issuance
      of common shares for services
                              
                              
                              2,000
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              2,000
                              
                              
                              
                              -Balances,
      December 31, 2008
                              
                              
                              1,502,000
                              
                              
                              $
                              150
                              
                              
                              
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              15,169
                              
                              
                              $
                              (20,879
                              )
 
 The
accompanying notes are an integral part of these financial
statements.
  F-4
 
 Lynn
Two, Inc.
 (A
Development Stage Company)
 Statement
of Cash Flows
 CumulativeFor the Years Ended
                              
                              
                              TotalsDecember 31,
                              
                              
                              Since Inception2008
                              
                              
                              2007
                              
                              
                              April 11, 2007CASH FLOWS FROM OPERATING
      ACTIVITIES:Net
      loss
                              
                              $
                              (9,507
                              )
                              
                              $
                              (11,372
                              )
                              
                              $
                              (20,879
                              )Adjustments
      to reconcile net (loss) to net cash used in operations:Value
      of shares issued for consulting services
                              
                              
                              2,000
                              
                              
                              
                              -
                              
                              
                              
                              2,000Changes
      in Assets and Liabilities:Increase/(decrease)
      in Accrued Expenses
                              
                              
                              1,022
                              
                              
                              
                              1,500
                              
                              
                              
                              2,522NET
      CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                              
                              
                              (6,485
                              )
                              
                              
                              (9,872
                              )
                              
                              
                              (16,357
                              )CASH FLOWS FROM FINANCING
      ACTIVITIES:Note
      Payable to Related Party
                              
                              
                              3,075
                              
                              
                              
                              -
                              
                              
                              
                              3,075Capital
      Contribution
                              
                              
                              3,050
                              
                              
                              
                              10,118
                              
                              
                              
                              13,168Capital
      Stock purchase
                              
                              
                              -
                              
                              
                              
                              150
                              
                              
                              
                              150NET
      CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
                              
                              
                              6,125
                              
                              
                              
                              10,268
                              
                              
                              
                              16,393CASH
      AND CASH EQUIVALENTS,BEGINNING
      OF THE YEAR
                              
                              
                              396
                              
                              
                              
                              -
                              
                              
                              
                              -END
      OF THE YEAR
                              
                              $
                              36
                              
                              
                              $
                              396
                              
                              
                              $
                              36SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:CASH
      PAID DURING THE YEAR FOR:Interest
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -Taxes
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
 
 The accompanying notes are an integral
part of these financial statements.
  F-5
  LYNN
TWO, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO
THE FINANCIAL STATEMENTS
 FOR THE
YEAR ENDED DECEMBER 31, 2008
 
 NOTE A—SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
 
 Business
Activity—Lynn Two, Inc. (“The Company”) was originally organized under
the laws of the State of Delaware on April 11, 2007 as a
corporation.    On September 27, 2007, the Company merged
with Lynn Two, Inc., a Nevada corporation (Lynn—Nevada).  The name of
the surviving corporation is Lynn Two, Inc.  The merger was approved,
adopted, certified, executed, and acknowledged by each constituent corporation
in accordance with Section 252 of the State of Delaware General Corporation
Law.  Subject to the terms of the agreement each share of the
Company’s Common Stock outstanding immediately prior to the merger automatically
was changed and converted into one fully paid and nonassessable, issued and
outstanding share of Lynn-Nevada Common Stock.  The merger is intended
to be a tax-free plan of reorganization within the meaning of Section
368(a)(1)(F) of the Code.  The Company’s objective is to acquire or
merge with a target business or company in a business combination.
 
 Basis of
Presentation—The financial statements included herein were prepared under
the accrual basis of accounting.
 
 Cash and Cash
Equivalents—For purposes of the Statement of Cash Flows, the Company
considers liquid investments with an original maturity of three months or less
to be cash equivalents.
 
 Management’s Use of
Estimates—The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of financial statements and the reported amounts of
revenues and expenses during the reporting period.  Actual results
could differ from those estimates.  The financial statements above
reflect all of the costs of doing business.
 
 Revenue
Recognition—The Company’s policy is to recognize income when it is
earned.
 
 Comprehensive Income
(Loss)—The Company adopted Financial Accounting Standards Board Statement
of Financial Accounting Standards (SFAS) No. 130, “Reporting Comprehensive
Income”, which establishes standards for the reporting and display of
comprehensive income and its components in the  financial
statements.  There were no items of comprehensive income (loss)
applicable to the Company during the period covered in the financial
statements.
 
 Net Income per Common
Share—Statement of Financial Accounting Standard (SFAS) No. 128 requires
dual presentation of basic and diluted earnings per share (EPS) with a
reconciliation of the numerator and denominator of the EPS
computations.  Basic earnings per share amounts are based on the
weighted average shares of common stock outstanding.  If applicable,
diluted earnings per share would assume the conversion, exercise or issuance of
all potential common stock instruments such as options, warrants and convertible
securities, unless the effect is to reduce a loss or increase earnings per
share.  Accordingly, this presentation has been adopted for the period
presented.  There were no adjustments required to net income for the
period presented in the computation of diluted earnings per share.
 
 Deferred
Taxes
 Income
taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS No. 109), “Accounting for Income
Taxes.” A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss-carry
forwards.
 
 Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that, some portion or all of the deferred
tax asset will not be realized. Deferred tax assets and liabilities are adjusted
for the effect of changes in tax laws and rates on the date of
enactment.
  F-6
  LYNN
TWO, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO
THE FINANCIAL STATEMENTS
 FOR THE
YEAR ENDED DECEMBER 31, 2008
 
 NOTE A—SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT.)
 
 Fair Value of Financial
Instruments—The carrying amounts reported in the balance sheet for cash,
accounts receivable and payable approximate fair value based on the short-term
maturity of these instruments.
 
 Accounts
Receivable—Accounts deemed uncollectible are written off in the year they
become uncollectible.  As of December 31, 2008 the balance in Accounts
Receivable was $0.
 
 Impairment of Long-Lived
Assets—The Company evaluates the recoverability of its fixed assets and
other assets in accordance with Statement of Financial Accounting Standards No.
144, “Accounting for the
Impairment or Disposal of Long-Lived Assets” (“SFAS 144’). SFAS 144
requires recognition of impairment of long-lived assets in the event the net
book value of such assets exceeds its expected cash flows, it is considered to
be impaired and is written down to fair value, which is determined based on
either discounted future cash flows or appraised values. The Company adopted the
statement on inception. No impairments of these types of assets were recognized
during the year ended December  31, 2008.
 
 Stock-Based
Compensation—The Company accounts for stock-based compensation using the
fair value method of Financial Accounting Standard No. 123R.  This
Statement requires a public entity to measure the cost of employee services
received in exchange for an award of equity instruments based on the grant-date
fair value of the award (with limited exceptions).  That cost will be
recognized over the period during which an employee is required to provide
service in exchange for the award—the requisite service period (usually the
vesting period).  No compensation cost is recognized for equity
instruments for which employees do not render the requisite
service.
 
 Recent Accounting
Pronouncements—in February 2007, the FASB issued Statement of Financial
Accounting Standards No. 159, “The Fair Value for Financial Assets and Financial
Liabilities—including an amendment of FASB Statement No. 115”.  This
statement permits entities to choose to measure many financial instruments and
certain other items at value.  The objective is to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions.  This
Statement is expected to expand the use of fair value measurement, which is
consistent with the Board’s long-term measurement objectives for accounting for
financial instruments.  Effective as of the beginning of an entity’s
first fiscal year that begins after November 15, 2007. Early adoption is
permitted as of the beginning of a fiscal year that begins on or before November
15, 2007, provided the entity also elects to apply the provisions of FASB
Statement No. 157, Fair Value
Measurements. No entity is permitted to apply the Statement
retrospectively to fiscal years preceding the effective date unless the entity
chooses early adoption. Early adoption of this standard is not expected to have
a material effect on the Company’s results of operations or its financial
position, but the Company is evaluating the Statement to determine what impact,
if any, it will have on the Company.
 
 In
December 2007, the FASB issued SFAS 141(revised 2007), Business
Combinations (“SFAS 141R”). SFAS 141R will significantly change the
accounting for business combinations in a number of areas including the
treatment of contingent consideration, contingencies, acquisition costs,
IPR&D and restructuring costs. In addition, under SFAS 141R, changes in
deferred tax asset valuation allowances and acquired income tax uncertainties in
a business combination after the measurement period will impact income tax
expense. SFAS 141R is effective for fiscal years beginning after
December 15, 2008.  The Company has not yet determined the
impact, if any, of SFAS 141R on its financial statements.
  F-7
 
 LYNN
TWO, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO
THE FINANCIAL STATEMENTS
 FOR THE
YEAR ENDED DECEMBER 31, 2008
 
 NOTE A—SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT.)
 
 Recent Accounting
Pronouncement (Cont.)
 
 In
December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51
(“SFAS 160”). SFAS 160 will change the accounting and reporting for
minority interests, which will be recharacterized as noncontrolling interests
(NCI) and classified as a component of equity. This new consolidation method
will significantly change the account with minority interest holders.
SFAS 160 is effective for fiscal years beginning after December 15,
2008. The Company has not yet determined the impact, if any, of SFAS 160 on
its financial statements.
 
 In March
2008, the FASB issued Statement of Financial Accounting Standards No. 161,
“Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133”.  This statement requires enhanced disclosures
about an entity’s derivative and hedging activities and thereby improves the
transparency of financial reporting.  This Statement changes the
disclosure requirements for derivative instruments and hedging activities.
Entities are required to provide enhanced disclosures about (a) how and why an
entity uses derivative instruments, (b) how derivative instruments and related
hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance, and cash
flows.  This Statement is effective for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008, with
early application encouraged. This Statement encourages, but does not require,
comparative disclosures for earlier periods at initial adoption. The adoption of
this standard is not expected to have a material effect on the Company’s results
of operations or financial position.
 
 NOTE B—SUPPLEMENTAL CASH
FLOW INFORMATION
 
 Supplemental
disclosures of cash flow information for the year ended December 31, 2008 and
2007 is summarized as follows:
 
 Cash paid
during the Year ended December 31, 2008 and 2007 for interest and income
taxes:
 
 2008
                    
                    
                    2007Income
      Taxes
                    
                    $
                    —
                    
                    
                    $
                    —Interest
                    
                    $
                    —
                    
                    
                    $
                    —
 
 NOTE C—SEGMENT
REPORTING
 
 In June
1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 131, “Disclosures about Segments of an
Enterprise and Related Information.”  This statement requires
companies to report information about operating segments in interim and annual
financial statements.  It also requires segment disclosures about
products and services, geographic areas and major customers.  The
Company determined that it did not have any separately reportable operating
segments as of December 31, 2008.
  F-8
 
 LYNN
TWO, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO
THE FINANCIAL STATEMENTS
 FOR THE
YEAR ENDED DECEMBER 31, 2008
 
 NOTE D—INCOME
TAXES
 
 Due to
the operating loss and the inability to recognize an income tax benefit, there
is no provision for current or deferred federal or state income taxes for the
year ended December 31, 2008.
 
 Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amount used for federal and state income tax purposes.
 
 The
Company’s total deferred tax asset, calculated using federal and state effective
tax rates, as of December 31, 2008 is as follows:
 
 Total
      Deferred Tax Asset
                      
                      $
                      (7,100
                      )Valuation
      Allowance
                      
                      
                      7,100Net
      Deferred Tax Asset
                      
                      $
                      -
 
 The
reconciliation of income taxes computed at the federal statutory income tax rate
to total income taxes for the year from inception through December 31, 2008 is
as follows:
 
 2008
                      
                      
                      2007Income
      tax computed at the federal statutory rate
                      
                      
                      34.0
                      %
                      
                      
                      34.0
                      %State
      income tax, net of federal tax benefit
                      
                      
                      0.0
                      %
                      
                      
                      0.0
                      %Total
                      
                      
                      34.0
                      %
                      
                      
                      34.0
                      %Valuation
      allowance
                      
                      
                      -34.0
                      %
                      
                      
                      -34.0
                      %Total
      deferred tax asset
                      
                      
                      0.0
                      %
                      
                      
                      0.0
                      %
 
 Because
of the Company’s lack of earnings history, the deferred tax asset has been fully
offset by a valuation allowance.  The valuation allowance increased
(decreased) by approximately $(600) and $3,800 for the years ended December 31,
2008 and 2007, respectively.
 
 As of
December 31, 2008, the Company had a federal and state net operating loss carry
forward in the amount of approximately $20,879, which expires in the year
2028.
 
 NOTE E—GOING
CONCERN
 
 The
accompanying financial statements have been prepared on a going concern basis,
which assumes the Company will realize its assets and discharge its liabilities
in the normal course of business.  As reflected in the accompanying
financial statements, the Company has a deficit accumulated during the
development stage of $20,879, used cash from operations of $16,357 since its
inception, and has a negative working capital of $5,559 at December 31,
2008.
  F-9
  LYNN
TWO, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO
THE FINANCIAL STATEMENTS
 FOR THE
YEAR ENDED DECEMBER 31, 2008
 
 NOTE E—GOING CONCERN
(CONT’D)
 
 The Company’s
ability to continue as a going concern is dependent upon its ability to generate
future profitable operations and/or to obtain the necessary financing to meet
its obligations and repay its liabilities arising from normal business
operations when they come due.  The Company’s ability to continue as a
going concern is also dependent on its ability to find a suitable target company
and enter into a possible reverse merger with such
company.  Management’s plan includes obtaining additional funds by
equity financing through a reverse merger transaction and/or related party
advances, however there is no assurance of additional funding being
available.  These circumstances raise substantial doubt about the
Company’s ability to continue as a going concern. The accompanying financial
statements do not include any adjustments that might arise as a result of this
uncertainty.
 
 NOTE
F—COMMITMENTS
 
 As of
December 31, 2008, the Company had no commitments.
 
 NOTE G—CAPITAL
STOCK
 
 The
Company is authorized to issue 100,000,000 common shares at $.0001 par value per
share.
 
 During
the period from inception (April 11, 2007) through December 31, 2008, the
Company issued 1,500,000 to the following:
 
 Hilary
      Davis
                    
                    
                    700,000Scott
      Rumph
                    
                    
                    100,000Julia
      Alexander
                    
                    
                    700,000
 
 The
Company is authorized to issue 10,000,000 preferred shares at $.0001 par value
per share.  During the period from inception (April 11, 2007) through
December 31, 2008, the Company issued no preferred shares.
 
 NOTE H—NOTES
PAYABLE
 
 As of
December 31, 2008, the Company had an outstanding Note Payable to a Related
Party in the amount of $3,075.  This note is a demand note bearing 8%
interest per annum.  Interest accrued but not paid was
$21.
 
 NOTE I – DEVELOPMENT STAGE
COMPANY
 
 The
Company is in the development stage as of December 31, 2008 and to date has had
no significant operations.  Recovery of the Company’s assets is
dependent on future events, the outcome of which is indeterminable. In addition,
successful completion of the Company’s development program and its transition,
ultimately, to attaining profitable operations is dependent upon obtaining
adequate financing to fulfill its development activities and achieving a level
of sales adequate to support the Company’s cost structure.
  F-10




Item
9.   Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.





There are
not and have not been any disagreements between the Company and our independent
accountants on any matter of accounting principles, practices or financial
statement disclosure.





Item
9A. Controls and Procedures.





Evaluation
of Disclosure Controls and Procedures





As of the
end of the year covered by this Annual Report, management performed, with the
participation of our Principal Executive and Financial Officer, or PEO, an
evaluation of the effectiveness of our disclosure controls and procedures as
defined in Rules 13a-15(e) and 15d-15(e) of the Exchange
Act.  Our disclosure controls and procedures are designed to ensure
that information required to be disclosed in the reports we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to our management, including our PEO, to allow
timely decisions regarding required disclosures.  Based on this
evaluation, our PEO has concluded that the Company’s disclosure controls and
procedures were effective as of December 31, 2008.





Management’s
Annual Report on Internal Control over Financial Reporting





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act.  Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements in accordance with
generally accepted accounting principles in the United States, or
GAAP.  A company’s internal control over financial reporting includes
those policies and procedures that: (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and the board of
directors of the Company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of the Company’s assets that could have a material effect on the consolidated
financial statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projection of any evaluation of
effectiveness to future periods is subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





Our
management, with the participation of our PEO, assessed the effectiveness of our
internal control over financial reporting as of December 31,
2008.  Management concluded that, as of December 31, 2008, the
Company’s internal control over financial reporting was effective.





This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management’s report in this annual report


18





Changes
in Internal Control over Financial Reporting





There
were no changes in our internal control over financial reporting during the
quarter ended December 31, 2008 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.





Item
9B. Other Information.





None.





PART
III





Item
10. Directors, Executive Officers and Corporate Governance.





The table
sets forth information as of the date of this report with respect to our
management:





Name
              
              Age
              
              TitleHilary
      Lynn Davis
              
              29
              
              President
      and DirectorJulia
      J. Alexander
              
              59
              
              Secretary
      and Director





Hilary
Davis has been a director and the President of the Company since
inception.  In March 2007, Ms. Davis joined the financial consulting
firm of Davis & Davis, Inc., located in Sumter, South Carolina, where she is
a partner.  From November 2006 to February 2007, she served as the
head internal auditor for the South Carolina Department of
Corrections.  From February 2005 through November 2006, she was an
accountant at Rogers & Laban, P.A., an accounting firm in Columbia, South
Carolina, where she was responsible for preparing corporate and individual
income tax returns, conducting government and small business audits and other
attestation procedures and performing record keeping for small companies in
connection with tax preparation.  During parts of 2003 and 2004, Ms.
Davis was a tax preparer for Action Tax Service in Columbia, South Carolina
where she prepared individual tax returns and analyzed distributions, dividends
and stock portfolios of middle to high-income clients.  From September
2001 to December 2002, she was responsible for managing accounting records for
three companies managed by Arch Music Groupas well as handled Arch’s books, including
accounts receivable and accounts Payable for each company, and completing
monthly account reconciliations for each company.  Ms. Davis also
serves as an officer and director of Amber Hill, Inc., a public shell company
with a business purpose identical to ours.





Julia J.
Alexander has been a director and the secretary of the Company since
inception.  From October 2004 through May 2007, she managed her
husband’s medical practice and other business interests.  From 1980 to
2000, Ms. Alexander was employed by the Cape Fear Council of Governments in
Wilmington, North Carolina, in several managerial positions culminating with
Emergency Medical Services Project Director in 1983, a capacity in which she
served for 17 years.  Ms. Alexander has served as an officer and
member of several emergency medical services projects and the American Business
Women’s Association.   She currently serves on the planning
committee for the Knitting Hearts Group which is a mentoring support group for
women.In 1989,
she received the YMCA Women of Achievement Award in Government for her major
role in the development of the Critical Incident Stress Debriefing Team in North
Carolina.She has
completed a two-year certification program in Business Administration at
Beaufort Community College in Washington, North Carolina and attended East
Carolina University in Greenville, North Carolina.  Ms. Alexander also
serves as an officer and director of Amber Hill, Inc., a public shell company
with a business purpose identical to ours.


19





The term
of office of our directors expires at the Company's annual meeting of
stockholders or until a successor is duly elected and qualified.  Our
directors are not compensated for serving as such.  Officers serve at
the discretion of the Board of Directors.





Shell
Company Experience





As
indicated below, Hilary Davis, our president and a member of the board of
directors, serves as an officer and director and owns shares of capital stock of
another shell company identified in the following table:





Name
                              
                              Filing Date of
                                Registration Statement
                              
                              Operating Status
                              
                              SEC File
                                Number
                              
                              Pending Business
                                CombinationAmber
      Hill, Inc.
                              
                              December
      21, 2006
                              
                              Reporting
      under Exchange Act and is seeking a business combination
                              
                              
                              0-52371
                              
                              None





Conflicts
of Interest.





Our management may become involved in
the future with other companies that have a business purpose similar to
our.  In such case, potential investors should be aware of the
following potential conflicts of interest:





·
              Our
      officers and directors are not required to nor will they commit their full
      time to our affairs and, accordingly, her may have conflicts of interest
      in allocating management time among various business
      activities.





·
            Our
      officers and directors may in the future engage in any business activities
      without restriction, including other shell companies that have a business
      purpose similar to our company's.





·
            In
      the course of their other business activities, our officers and directors
      may become aware of business opportunities that may be appropriate for
      presentation to us as well as to the other businesses with which they are
      affiliated, including, in the case of our officer who serves as management
      of another shell company, with such shell company, which would result in a
      conflict of interest in determining to which shell company a particular
      business opportunity should be
presented.





In
general, officers and directors of a corporation incorporated under the laws of
the State of Nevada are required to present business opportunities to a
corporation if:





·
            the
      corporation could financially undertake the
  opportunity;





·
            the
      opportunity is within the corporation's line of business;
    and


20





·
            it
      would not be fair to the corporation and its stockholders for the
      opportunity not to be brought to the attention of the
      corporation.





Accordingly,
as a result of multiple business affiliations, our officers and directors may
have similar legal obligations with respect to presenting business opportunities
meeting the above-listed criteria to multiple entities.  In addition,
conflicts of interest may arise when our board evaluates a particular business
opportunity with respect to the above-listed criteria.  We cannot
assure you that any conflicts that may arise will be resolved in our
favor.  Under Nevada law and our articles of incorporation, our board
of directors has the power to renounce in advance, our interest or expectancy in
specified business opportunities or specified classes or categories of business
opportunities that are presented to us or to any of our officers, directors or
stockholders and may from time to time do.  Neither our Company nor
the other public shell company with which our officer and director is affiliated
has adopted any policy with respect to resolving any conflict of interest that
may arise between the companies and it is possible that any conflict may not be
resolved in our favor.





Section
16 Compliance





Section
16(a) of the Securities Exchange Act of 1934 requires officers, directors and
persons who own more than 10% of a registered class of our equity securities of
a company that has a class of common stock registered under the Securities
Exchange Act of 1934 to file reports of ownership and changes in ownership with
the Securities and Exchange Commission and to furnish us with copies of all
forms filed pursuant to Section 16(a).





Based
solely on a review of the copies of such reports furnished to us and written
representations from our officers and directors that no other reports were
required, to our knowledge, we believe that our  officers, directors
and stockholders complied with all of the Section 16(a) filing requirements
applicable to them with respect to 2008, except that the annual statements to
report changes in beneficial ownership were filed late.





Code
of Ethics.





The Company has not adopted a code of
ethics.  Given the nature of the Company’s business, its limited
stockholder base and current composition of management, the board of directors
does not believe that the Company requires a code of ethics at this
time.  The board of directors takes the position that management of a
Target Business will adopt a code of ethics that will be suitable for its
operations after the Company consummates a Business Combination.





Audit
Committee.





The board of directors has not
established an audit committee nor adopted an audit committee charter, rather,
the entire board of directors serves the functions of an audit
committee.  Given the nature of the Company’s business, its limited
stockholder base and current composition of management, the board of directors
does not believe that the Company requires an audit committee at this
time.  The board of directors takes the position that management of a
Target Business will make a determination as to whether establish an audit
committee and adopt an audit committee charter that will be suitable for its
operations after the Company consummates a Business
Combination.


21





Stockholder
Communications.





The board
of directors has not adopted a process for security holders to send
communications to the board of directors.  Given the nature of the
Company’s business, its limited stockholder base and current composition of
management, the board of directors does not believe that the Company requires a
process for security holders to send communications to the board of directors at
this time.  The board of directors takes the position that management
of a Target Business will establish such a process that will be appropriate for
its operations after the Company consummates a Business
Combination.





Item
11. Executive Compensation.





The
Company has not paid any cash compensation to any person since inception and
will not pay any compensation until it affects a Business Combination, at which
time compensation shall be in the discretion of then current
management.  Current management expects to devote only such time to
the affairs of the Company as required to affect the Company’s business
plan.





The
Company has not adopted any retirement, pension, profit sharing, stock option or
insurance programs or other similar programs for the benefit of its
employees.





The
Company does not have a compensation committee.  Given the nature of
the Company’s business, its limited stockholder base and the current composition
of management, the board of directors does not believe that the Company requires
a compensation committee at this time.  The board of directors takes
the position that management of a Target Business will take such action to
establish and seat a compensation committee that will be suitable for its
operations at such time as the Company consummates a Business Combination, if
ever.





Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.





The
following table sets forth, as of March 30, 2009, the number of shares of
common stock owned of record and beneficially by (i) each executive officer,
director and person who holds 5% or more of the outstanding common stock of the
Company and (ii) the number of shares held by all executive officers and
directors as a group.





Name of
                      Beneficial Owner(1)
                    
                    Amount of
                      Beneficial Ownership
                    
                    
                    Percent of Outstanding
                      Shares of Class Owned(2)Hilary
      Lynn Davis
                    
                    
                    700,000
                    
                    
                    
                    46.67
                    %Julia
      J. Alexander
                    
                    
                    700,000
                    
                    
                    
                    46.67
                    %All
      officers and directors
                      as
      a group (2 persons)
                    
                    
                    1,400,000
                    
                    
                    
                    93.34
                    %


(1) The
address for each individual named in the table is c/o the Company.


(2) Based
upon 1,500,000 shares of common stock outstanding.





Compensation
Plans.





We have not adopted any compensation
plans for the benefit of our employees, representatives or
consultants.  The Company does not have outstanding any options,
warrants or other rights outstanding that entitle anyone to acquire shares of
capital stock.


22





Item
13. Certain Relationships and Related Transactions, and Director
Independence.





Related
Party Transactions.





The
Company utilizes office space provided free of charge by Ms.
Davis.  The Company will continue to maintain its offices at Ms.
Davis’s place of business until the consummation of a Business Combination, if
ever.





On
December 31, 2008, the Company executed a promissory note in favor ofHilary Davis, an officer,
director and stockholder of the Company, in the principal amount of $3,075,
payable on demand with interest calculated at the rate of 8% per annum, which
evidences funds loaned evidencing loans to the Company since
inception.  The proceeds from the loan were utilized by the Company to
cover the costs and expenses incurred in connection with the preparation and
filing of reports required under the Securities Exchange Act.





Director
Independence.





The Company has not established its own
definition for determining whether its directors and nominees for directors are
“independent” nor has it adopted any other standard of independence employed by
any national securities exchange or inter-dealer quotation system.





Current
management cannot predict whether incoming management of a Target Business upon
the consummation of a Business Combination, if such transaction occurs, will
adopt a definition of “independence” or establish any committees of the board,
such as an audit committee, a compensation committee or nominating
committee.





Item
14. Principal Accounting Fees and Services.





AUDIT
FEES. The aggregate fees billed for professional services rendered by Traci J.
Anderson, CPA for the audits of the Company's annual financial statements for
the fiscal year ending on December 31, 2008 and the reviews of the financial
statements included in the Company's Quarterly Reports on Form 10-Q for the
fiscal year were $2,500.





AUDIT-RELATED
FEES.  The aggregate fees billed by Traci J. Anderson, CPA for
audit-related services rendered for the Company for the 2008 fiscal year were
$0.  Audit-related
fees generally include fees in support of the Company's filing of registration
statements with the SEC and similar matters.





TAX
FEES.  The aggregate fees billed by Traci J. Anderson, CPA for
tax-related services rendered for the Company for the 2008 fiscal year were
$0.  The
tax-related services were all in the nature of tax compliance and tax
planning.





ALL OTHER
FEES. The aggregate fees billed for services rendered to the Company by Traci J.
Anderson, CPA, other than the audit services, audit-related services, and tax
services, were $0
for the 2008 fiscal year.





PRE-APPROVAL
POLICY. The Company has not established an audit committee nor adopted an audit
committee charter.  Rather, it is the responsibility of the entire
board of directors to serve the functions of an audit committee and to
pre-approve all audit and permitted non-audit services to be performed by the
independent auditors, such approval to take place in advance of such services
when required by law, regulation, or rule, subject to the de minimis exceptions
for non-audit services described in Section 10A(i)(1)(B) of the Securities
Exchange Act of 1934 that are approved by the board prior to completion of the
audit.


23





PART
IV





Item
15. Exhibits, Financial Statement Schedules.





(a)           Financial
Statements





The
financial statements of Lynn Two, Inc. and the report of independent registered
public accounting firm thereon are set forth under Part II, Item 8 of this
report.





(b)           Exhibits.





The following are filed as exhibits to
this report:





Exhibit
      No.
                
                Description31.1
                
                Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and
      Exchange Act of 1934, as Amended.32.1
                
                Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
      Section
                  906
      of the Sarbanes-Oxley Act of
2002.


24


SIGNATURES





Pursuant to the
requirements of Section 13 or 15(d) 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 on March
30, 2009.




LYNN
      TWO,
    INC.By:
              /s/  Hilary
      Lynn DavisHilary
      Lynn Davis




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 indicated on March
30, 2009.





Signature
                
                Title/s/
      Hilary Lynn Davis
                
                President, Principal Executive Officer, PrincipalHilary
      Lyn Davis
                
                Financial Officer and Director/s/
      Julia J. Alexander
                
                Secretary
      and DirectorJulia
      J. Alexander


25