**U.S.
      SECURITIES AND EXCHANGE COMMISSION**





**Washington,
      D.C. 20549**





**FORM
      10-QSB**





x QUARTERLY
      REPORT
      PURSUANT TO SECTION 13 OR 15(D) OF THE


SECURITIES
      EXCHANGE ACT OF 1934




For
      the
      quarterly period ended: March 31, 2008





o 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
              (State
                or other jurisdiction of
              incorporation
                or organization)
            26-0149280
              (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 former


fiscal
      year, if changed since last report)





APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS





Check
      whether the registrant filed all documents and reports required to be filed
      by
      Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities
      under a plan confirmed by a court. Yes o No o





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, 2008 there were 1,500,000 shares
      of common stock outstanding.





Transitional
      Small Business Disclosure Format (Check one): Yes o No x











**PART
      I — FINANCIAL INFORMATION**





**Item
      1. Financial Statements.**











PageBalance
                Sheet - March 31, 2008 (Unaudited)
            F-1Statement
                of Operations
              Three
                Months Ended March 31, 2008 (Unaudited) and
              March
                31, 2007 (Unaudited)
            F-2Statement
                of Stockholders Deficit
            F-3Statement
                of Cash Flows
              Three
                Months Ended March 31, 2008 (Unaudited) and
              March
                31, 2007 (Unaudited)
            F-5Notes
                to Financial Statements (Unaudited)
            F-5
                to F-8









**Lynn
                  Two, Inc.****(A
                  Development Stage Company)****Balance
                  Sheet--Unaudited****As
                  of March 31, 2008**
  ASSETSCURRENT
                  ASSETS:Cash
              
              $
              396TOTAL
                  CURRENT ASSETS
              
              
              396TOTAL
                  ASSETS
              
              $
              396LIABILITIES
                  AND STOCKHOLDERS' DEFICITCURRENT
                  LIABILITIES:Accrued
                  Expenses
              
              $
              1,500TOTAL
                  CURRENT LIABILITIES
              
              
              1,500TOTAL
                  LIABILITIES
              
              
              1,500STOCKHOLDERS'
                  DEFICITPreferred
                  stock ($0.0001 par value; 10,000,000 shares authorized; no
                  sharesissued
                  and outstanding at March 31, 2008)
              
              
              -Common
                  stock ($0.0001 par value; 100,000,000 shares authorized:1,500,000
                  issued and outstanding at March 31, 2008)
              
              
              150Paid
                  in Capital
              
              
              10,648Retained
                  Deficit
              
              
              (11,902
              )TOTAL
                  STOCKHOLDERS' DEFICIT
              
              
              (1,104
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              396
  F-1
  **Lynn
                  Two, Inc.****(A
                  Development Stage Company)****Statement
                  of Operations--Unaudited****For
                  the Three Months Ended March 31,
                  2008**
  CumulativeFor
                  the Three
              
              TotalsMonths
                  Ended
              
              Since
                  InceptionMarch
                  31,2008
              
              April
                  11, 2007REVENUES:Income
              
              $
              -
              
              $
              -Total
                  Revenue
              
              
              -
              
              
              -EXPENSES:Professional
                  Fees
              
              
              -
              
              
              10,000Selling,
                  General, and Administrative
              
              
              530
              
              
              1,902Total
                  Expenses
              
              
              530
              
              
              11,902Loss
                  from Operations
              
              $
              (530
              )
              $
              (11,902
              )Basic
                  and fully diluted net loss per common share:
              
              $
              (0.0004
              )
              $
              (0.0079
              )Weighted
                  average common shares outstanding
              
              
              1,500,000
              
              
              1,500,000
 
  F-2
  **Lynn
                  Two, Inc.****(A
                  Development Stage Company)****Statement
                  of Stockholders' Deficit--Unaudited****For
                  the Three Months Ended March 31,
                  2008**
  AdditionalCommon
                  Stock
              
              Preferred
                  stock
              
              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 for the quarter
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              530
              
              
              (530
              )Balances,
                  March 31, 2008
              
              
              1,500,000
              
              $
              150
              
              
              -
              
              $
              -
              
              $
              10,648
              
              $
              (11,902
              )
 
  F-3
  **Lynn
                  Two, Inc.****(A
                  Development Stage Company)****Statement
                  of Cash Flows--Unaudited****For
                  the Three Months Ended March 31,
                  2008**
  CumulativeFor
                  the Three
              
              TotalsMonths
                  Ended
              
              Since
                  InceptionMarch
                  31, 2008
              
              April
                  11, 2007CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  loss
              
              $
              (530
              )
              $
              (11,902
              )Adjustments
                  to reconcile net (loss) to net cash used in operations:Changes
                  in Assets and Liabilities:Increase/(decrease)
                  in Accrued Expenses
              
              
              -
              
              
              1,500NET
                  CASH PROVIDED BY (USED IN) OPERATING
                ACTIVITIES
              
              
              (530
              )
              
              (10,402
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Capital
                  Contribution
              
              
              530
              
              
              10,648Capital
                  Stock purchase
              
              
              -
              
              
              150NET
                  CASH PROVIDED BY (USED IN) FINANCING
                ACTIVITIES
              
              
              530
              
              
              10,798CASH
                  AND CASH EQUIVALENTS,BEGINNING
                  OF THE PERIOD
              
              
              396
              
              
              -END
                  OF THE PERIOD
              
              $
              396
              
              $
              396***SUPPLEMENTAL
                  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.
  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.
 
 F-5
 
 **NOTE
          A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)**
 
 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, 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 period ended March 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.
  F-6
 **NOTE
          A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)**
 
 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.
 
 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.
  **NOTE
          B—SUPPLEMENTAL CASH FLOW INFORMATION**
 
 Supplemental
          disclosures of cash flow information for the period ended March 31, 2008
          is
          summarized as follows:
 
 Cash
          paid
          during the period ended March 31, 2008 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 June 30, 2007.
 
 **NOTE
          D—GOING CONCERN**
 
 As
          shown
          in the accompanying audited financial statements, the Company has suffered
          a
          loss from operations to date. It has experienced a loss of $11,902 since
          inception and has a negative working of capital. These factors raise substantial
          doubt about the Company’s ability to continue as a going concern.
 
 Management’s
          plans in regard to this matter are to raise equity capital and seek strategic
          relationships and alliances in order to increase sales in an effort to
          generate
          positive cash flow. Additionally, the Company must continue to rely upon
          equity
          infusions from investors in order to improve liquidity and sustain operations.
          The financial statements do not include any adjustments that might result
          from
          the outcome of this uncertainty.
  F-7
 **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, 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 March
          31,
          2008, the Company issued no preferred shares.
 
 **NOTE
          F—NOTES PAYABLE**
 
 As
          of
          March 31, 2008, the Company did not have any outstanding notes
          payables.
 
 **NOTE
          I - DEVELOPMENT STAGE COMPANY**
 
 The
          Company is in the development stage as of March 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-8


**Item
      2. Management’s Discussion and Analysis or Plan of Operation.**





Overview .





Lynn
      Two,
      Inc. (“we”, “us” or the “Company”) was formed to serve as a vehicle to acquire,
      through a merger, capital stock exchange, asset acquisition or other similar
      business combination (“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 since our inception. Our entire activity since
      inception has been to complete the registration of our class of common stock
      under the Exchange Act and to identify and investigate targets for an initial
      transaction.





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. Neither of our
      officers and directors has ever served as an officer or director of a
      development stage public company with the business purpose of acquiring a Target
      Business. Accordingly, they 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, 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
                one or
                more of our present officers and
                directors.





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.





2




Liquidity
      and Capital Resources .





During
      the next twelve months we anticipate incurring costs and expenses related to
      filing of Exchange Act reports and investigating and consummating 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.





Results
      of Operations .





Since
      our
      inception, we have not engaged in any activities other than in connection with
      our organization and preparing and filing this Registration Statement and have
      not generated any revenues to date. 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
      3A(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, 2008 (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.





**PART
      II — OTHER INFORMATION**





*Item
      1. Legal Proceedings.*





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





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





(a) None.





3


(b) None.





(c)
       During the three months ended March 31 2008, the Company did not issue any
      securities.





(d) None.





(e) 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-QSB for the
                quarter ended September 30, 2007.32.1
            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.







4


**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, 2008
            By:
            /s/
              Hilary DavisHilary
              Davis, President






5