U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934


For the
quarterly period ended: March 31, 2009





 ̈ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934


For the
transition period from ________ to _________





Commission
file number 000-52744





LYNN TWO,
INC.


(Exact
name of small business issuer as specified 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)





(803)
730-4072


Issuer’s
telephone number





(Former name, former address and formerfiscal year, if changed since last report)





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 whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).


 ̈ 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      ̈  (Do
      not check if a smaller reporting company)
            Smaller
      reporting company     x





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





APPLICABLE
ONLY TO ISSUERS 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 ISSUERS





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date:  At May 14, 2009 there were
1,502,000 shares of common stock outstanding.








PART
I — FINANCIAL INFORMATION





Item
1. Financial Statements.





PageBalance
      Sheet – March 31, 2009 (Unaudited)
                            F-1Statement
      of Operations for the three months ended March 31, 2009 and 2008(unaudited)
      and cumulative since inception (April 11, 2007)
                            F-2Statement
      of Stockholders Deficit
                            F-3Statement
      of Cash Flows  for the three months ended March 31, 2009and
      2008 (unaudited) and cumulative since inception (April 11,
      2007)
                            F-4Notes
      to Financial Statements (Unaudited)
                            F-5


1




Lynn
Two, Inc.
 (A
Development Stage Company)
 Balance
Sheet--Unaudited
 
  As ofMarch 31, 2009
                                            
                                            
                                            December 31, 2008ASSETSCURRENT ASSETS:Cash
                                            
                                            $
                                            36
                                            
                                            
                                            $
                                            36TOTAL
      CURRENT ASSETS
                                            
                                            
                                            36
                                            
                                            
                                            
                                            36TOTAL
      ASSETS
                                            
                                            $
                                            36
                                            
                                            
                                            $
                                            36LIABILITIES AND STOCKHOLDERS'
      EQUITYCURRENT LIABILITIESNote
      Payable to Related Party
                                            
                                            
                                            3,075
                                            
                                            
                                            
                                            3,075Accrued
      Expenses
                                            
                                            
                                            2,583
                                            
                                            
                                            
                                            2,520TOTAL
      CURRENT LIABILITIES
                                            
                                            
                                            5,658
                                            
                                            
                                            
                                            5,595TOTAL
      LIABILITIES
                                            
                                            
                                            5,658
                                            
                                            
                                            
                                            5,595STOCKHOLDERS' EQUITYPreferred
      stock ($0.0001 par value; 10,000,000 shares authorized; no
      sharesissued
      and outstanding at March 31, 2009 and December 31, 2008)
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Common
      stock ($0.0001 par value; 100,000,000 shares authorized:1,502,000
      issued and outstanding at March 31, 2009 and December 31,
      2008)
                                            
                                            
                                            150
                                            
                                            
                                            
                                            150Paid
      in Capital
                                            
                                            
                                            15,169
                                            
                                            
                                            
                                            15,169Accumulated
      Deficit
                                            
                                            
                                            (20,941
                                            )
                                            
                                            
                                            (20,879
                                            )TOTAL
      STOCKHOLDERS' EQUITY
                                            
                                            
                                            (5,622
                                            )
                                            
                                            
                                            (5,560
                                            )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                                            
                                            $
                                            36
                                            
                                            
                                            $
                                            36
  F-1
  Lynn
Two, Inc.
 (A
Development Stage Company)
 Statement
of Operations—Unaudited
 
 CumulativeFor the three months ended
                          
                          
                          TotalsMarch 31,
                          
                          
                          Since Inception2009
                          
                          
                          2008
                          
                          
                          April 11, 2007REVENUES:Income
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -Total
      Revenue
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -EXPENSES:Professional
      Fees
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          16,700Selling,
      General, and Administrative
                          
                          
                          -
                          
                          
                          
                          530
                          
                          
                          
                          4,158Total
      Expenses
                          
                          
                          -
                          
                          
                          
                          530
                          
                          
                          
                          20,858Loss
      from Operations
                          
                          
                          -
                          
                          
                          
                          (530
                          )
                          
                          
                          (20,858
                          )OTHER (EXPENSE)/INCOME:Interest
      Expense
                          
                          
                          (62
                          )
                          
                          
                          -
                          
                          
                          
                          (83
                          )Net
      Income/(Loss)
                          
                          
                          (62
                          )
                          
                          
                          (530
                          )
                          
                          
                          (20,941
                          )Basic
      and fully diluted net loss per common share:
                          
                          $
                          (0.00
                          )
                          
                          $
                          (0.00
                          )
                          
                          $
                          (0.01
                          )Weighted
      average common shares outstanding
                          
                          
                          1,502,000
                          
                          
                          
                          1,502,000
                          
                          
                          
                          1,502,000
  F-2
  Lynn
Two, Inc.
 (A
Development Stage Company)
 Statement
of Stockholders' Deficit--Unaudited
 
 AdditionalCommon
      Stock
                          
                          
                          Preferred
      stock
                          
                          
                          Paid-in
                          
                          
                          DeficitShares
                          
                          
                          Amount
                          
                          
                          Shares
                          
                          
                          Amount
                          
                          
                          Capital
                          
                          
                          AccumulatedBalances,
      December 31, 2007
                          
                          
                          1,500,000
                          
                          
                          $
                          150
                          
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          10,118
                          
                          
                          $
                          (11,372
                          )Net
      loss for the year
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (9,507
                          )Capital
      Contributions
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          3,051
                          
                          
                          
                          -Issuance
      of common shares
                          
                          
                          2,000
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          2,000
                          
                          
                          
                          -Balances,
      December 31, 2008
                          
                          
                          1,502,000
                          
                          
                          $
                          150
                          
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          15,169
                          
                          
                          $
                          (20,879
                          )Net
      loss for the quarter
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (62
                          )Issuance
      of common shares for services
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Balances,
      March 31, 2009
                          
                          
                          1,502,000
                          
                          
                          $
                          150
                          
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          15,169
                          
                          
                          $
                          (20,941
                          )
  F-3
  Lynn
Two, Inc.
 (A
Development Stage Company)
 Statement
of Cash Flows—Unaudited
 
 CumulativeFor the three months ended
                                          
                                          
                                          TotalsMarch 31,
                                          
                                          
                                          Since Inception2009
                                          
                                          
                                          2008
                                          
                                          
                                          April 11, 2007CASH FLOWS FROM OPERATING
      ACTIVITIES:Net
      loss
                                          
                                          $
                                          (62
                                          )
                                          
                                          $
                                          (530
                                          )
                                          
                                          $
                                          (20,940
                                          )Adjustments
      to reconcile net (loss) to net cash used in operations:Value
      of shares issued for consulting services
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          2,000Changes
      in Assets and Liabilities:Increase/(decrease)
      in Accrued Expenses
                                          
                                          
                                          62
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          2,583NET
      CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (530
                                          )
                                          
                                          
                                          (16,358
                                          )CASH FLOWS FROM FINANCING
      ACTIVITIES:Note
      Payable to Related Party
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          3,075Capital
      Contribution
                                          
                                          
                                          -
                                          
                                          
                                          
                                          530
                                          
                                          
                                          
                                          13,169Capital
      Stock purchase
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          150NET
      CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
                                          
                                          
                                          -
                                          
                                          
                                          
                                          530
                                          
                                          
                                          
                                          16,394CASH
      AND CASH EQUIVALENTS,BEGINNING
      OF THE PERIOD
                                          
                                          
                                          36
                                          
                                          
                                          
                                          396
                                          
                                          
                                          
                                          -END
      OF THE PERIOD
                                          
                                          $
                                          36
                                          
                                          
                                          $
                                          396
                                          
                                          
                                          $
                                          36SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:CASH
      PAID DURING THE PERIOD FOR:Interest
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -Taxes
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
  F-4
  LYNN
TWO, INC.
 NOTES
TO THE UNAUDITED
 FINANCIAL
STATEMENTS
 
 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.
  F-5
 
 NOTE A—SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT.)
 
 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.
 
 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 March 31, 2009 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 period ended March 31, 2009.
  F-6
 
 NOTE A—SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT.)
 
 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 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.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. It is effective 60 days following the SEC’s approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, “The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles.” The adoption of this statement is not expected to have a material
effect on the Company’s financial statements.
  F-7
 
 NOTE A—SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT.)
 
 Recent Accounting
Pronouncements (Cont.)
 
 In
May 2008, the FASB issued SFAS No. 163, “Accounting for Financial
Guarantee Insurance Contracts — An interpretation of FASB Statement
No. 60.” SFAS No. 163 requires that an insurance enterprise recognize
a claim liability prior to an event of default when there is evidence that
credit deterioration has occurred in an insured financial obligation. It also
clarifies how Statement No. 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account for
premium revenue and claim liabilities, and requires expanded disclosures about
financial guarantee insurance contracts. It is effective for financial
statements issued for fiscal years beginning after December 15, 2008,
except for some disclosures about the insurance enterprise’s risk-management
activities. SFAS No. 163 requires that disclosures about the
risk-management activities of the insurance enterprise be effective for the
first period beginning after issuance. Except for those disclosures, earlier
application is not permitted. The adoption of this statement is not expected to
have a material effect on the Company’s financial statements.
 
 NOTE B—SUPPLEMENTAL CASH
FLOW INFORMATION
 
 Supplemental
disclosures of cash flow information for the period ended March 31, 2009 is
summarized as follows:
 
 Cash paid
during the period ended March 31, 2009 for interest and income
taxes:
 
 Income
      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 September 30, 2007.
  F-8
 
 NOTE D—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 $20,940, used cash from operations of $16,358 since its
inception, and has a negative working capital of $5,621 at March 31,
2009.
 
 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 E—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 March 31, 2009, the Company
issued 1,500,000 to the following:
 
 Hilary Davis
                    
                    
                    700,000Scott
      Rumph
                    
                    
                    100,000Julia Alexander
                    
                    
                    700,000Total
                    
                    
                    1,500,000
 
 On May 7,
2008, the Company issued 2,000 for payment of legal services valued at
$2,000.
 
 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
March 31, 2009, the Company issued no preferred shares.
  F-9
 
 NOTE F—SHAREHOLDER
LOAN/RELATED PARTY
 On
December 2, 2008, the Company has signed a promissory note with a related
party.  The total amount of the loan is $3,075 and it is payable on
demand, the annual interest rate on the note is 8%.  Accrued interest
not paid as of March 31, 2009 is $83.
  NOTE G – DEVELOPMENT STAGE
COMPANY
 
 The
Company is in the development stage as of March 31, 2009 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
2. Management’s Discussion and Analysis or Plan of Operation.





Overview.





Lynn Two,
Inc. 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, authorized pursuant to
resolutions adopted by the board of directors and the holders of all of the
outstanding shares of capital stock of Lynn Two-Delaware on September 25,
2007.  The merger was effective on October 1, 2007.  We were
formed to serve as a vehicle to acquire, through a reverse acquisition, merger,
capital stock exchange, asset acquisition or other similar business combination
(“Business Combination”), an operating or development stage business ("Target
Business") which desires to utilize our status as a reporting corporation under
the Securities Exchange Act of 1934.  We are currently in the process
of identifying and evaluating targets for a Business Combination.  We
are not presently engaged in, and will not engage in, any substantive commercial
business operations unless and until we consummate a Business
Combination.





Our
management has broad discretion with respect to identifying and selecting a
prospective Target Business.  We have not established any specific
attributes or criteria (financial or otherwise) for prospective Target
Businesses.  Our sole officer and director has never served as an
officer or director of a development stage public company with the business
purpose of acquiring a Target Business.  Accordingly, he may not
successfully identify a Target Business or conclude a Business
Combination.   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 and likely, a
significantly higher percentage) in order to ensure that the 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 one or
      more of our present officers and
directors.





Our
management anticipates that the Company likely will 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.


2


Liquidity and Capital
Resources.





At March
31, 2009, we had cash on hand of $36.  We do not expect that these
funds will be sufficient to cover our operating costs and
expenses.  During the next twelve months we anticipate that we will
incur costs and expenses in connection with the preparation and filing of
reports under the Securities Exchange Act and the identification and evaluation
of targets for a Business Combination.  Management expects to fund
additional costs and expenses which may be incurred in connection with due
diligence activities and a Business Combination through loans or further
investment in the Company, as and when necessary.  We cannot provide
investors with any assurance that we will have sufficient capital resources to
identify a suitable Target Business, to conduct effective due diligence as to
any Target Business or to consummate a Business Combination.  As a
result of our negative working capital, our losses since inception and our
failure to generate revenues from operations, our financial statements include a
note in which our auditor has expressed doubt about our ability to continue as a
"going concern."





Results of
Operations.





Since our inception, we have not
generated any revenues.  We do not expect to engage in any activities,
other than seeking to identify a Target Business, unless and until such time as
we enter into a Business Combination with a Target Business, if
ever.  We cannot provide investors with any assessment as to the
nature of a Target Business’s operations or speculate as to the status of its
products or operations, whether at the time of the Business Combination it will
be generating revenues or its future prospects.





Item
3. Quantitative and Qualitative Disclosures About Market Risk.





Not applicable.





Item
4(T). Controls and Procedures.





Our
management is responsible for establishing and maintaining disclosure controls
and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 as amended (the “Exchange Act”)), designed to ensure that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Securities and Exchange Commission’s rules and
forms. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by
an issuer in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the issuer’s management, including its principal
executive officer or officers and principal financial officer or officers, or
persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.





The
Company has evaluated the effectiveness of the design and operation of its
disclosure controls and procedures as of March 31, 2009 (the “Evaluation Date”).
Such evaluation was conducted under the supervision and with the participation
of the Company’s principal executive officer who also is our principal financial
officer.  Based upon such evaluation, the Company’s principal
executive officer has concluded that, as of the Evaluation Date, the Company’s
disclosure controls and procedures were effective. There have been no changes in
the Company’s internal controls over financial reporting that occurred during
the Company’s most recent fiscal quarter, that have materially affected, or are
reasonably likely to materially affect, the Company’s internal controls over
financial reporting.


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PART
II — OTHER INFORMATION





Item
1. Legal Proceedings.





The
Company is not a party to any legal proceeding or litigation.





Item
1A. Risk Factors.





Smaller
reporting companies are not required to provide the information required by this
item.





Item
2. Changes in Securities and Small Business Issuer Purchase of Equity
Securities.





(a) During
the three months ended March 31 2009, the Company did not issue any
securities.





(b) None.





(c)
None.





Item
3. Defaults Upon Senior Securities.





None.





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





None.





Item
5. Other Information.





None.





Item
6. Exhibits.





Index to
Exhibits




Exhibit
            
            Description31.1
            
            Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with
      respect to the registrant’s Quarterly Report on Form 10-Q for the quarter
      ended March 31, 2009.32.1
            
            Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
      906 of the Sarbanes Oxley Act of
2002.




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SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused the Report to be signed on its behalf by the
undersigned thereunto duly authorized.





LYNN
      TWO, INC.Date: May 14,
      2009
              By:
              /s/ Hilary DavisHilary
      Davis, President


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