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: 000-52901





PRETORIA RESOURCES TWO,
  INC.(Name
      of Small Business Issuer in its
charter)





Nevada
              
              26-0383696(State
      or other jurisdiction of Identification No.)
              
              (I.R.S.
      Employer incorporation or
organization)





4392 Enchantment Cove Lane,
Charlotte North Carolina 28216


Address
of registrant's principal executive offices





704-408-7575


Issuer’s
telephone number








(Former
name, former address and former


fiscal
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
1,000,000 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 (unaudited) and
      cumulative since inception (May 25, 2007)
                F-2Statement
      of Stockholders Deficit
                F-3Statement
      of Cash Flows  for the three months ended March 31, 2009
      (unaudited) and cumulative since inception (May 25, 2007)
                F-4Notes
      to Financial Statements (Unaudited)
                F-5


1
 
 Pretoria
Resources Two, Inc.
 (A
Development Stage Company)
 Balance
Sheet—Unaudited
 
 As ofMarch 31, 2009
                                      
                                      
                                      December 31, 2008ASSETSCURRENT ASSETS:Cash
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      46TOTAL
      CURRENT ASSETS
                                      
                                      
                                      -
                                      
                                      
                                      
                                      46TOTAL
      ASSETS
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      46LIABILITIES AND STOCKHOLDERS'
      EQUITYCURRENT LIABILITIES:Related
      Party Note Payable
                                      
                                      
                                      4,733
                                      
                                      
                                      
                                      -Note
      Payable
                                      
                                      
                                      15,000
                                      
                                      
                                      
                                      15,000Accrued
      Expenses
                                      
                                      
                                      3,800
                                      
                                      
                                      
                                      6,315TOTAL
      CURRENT LIABILITIES
                                      
                                      
                                      23,533
                                      
                                      
                                      
                                      21,315TOTAL
      LIABILITIES
                                      
                                      
                                      23,533
                                      
                                      
                                      
                                      21,315STOCKHOLDERS' DEFICITPreferred
      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:1,000,000
      issued and outstanding at March 31, 2009 and December 31,
      2008)
                                      
                                      
                                      100
                                      
                                      
                                      
                                      100Retained
      Deficit
                                      
                                      
                                      (23,633
                                      )
                                      
                                      
                                      (21,369
                                      )TOTAL
      STOCKHOLDERS' DEFICIT
                                      
                                      
                                      (23,533
                                      )
                                      
                                      
                                      (21,269
                                      )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      46
  F-1
 
 Pretoria
Resources Two, Inc.
 (A
Development Stage Company)
 Statement
of Operations—Unaudited
 
 CumulativeFor the three months ended
                              
                              
                              TotalsMarch 31,
                              
                              
                              March 31,
                              
                              
                              Since Inception2009
                              
                              
                              2008
                              
                              
                              November 13, 2007REVENUESIncome
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -Total
      Revenues
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -EXPENSESSelling,
      general and administrative
                              
                              
                              442
                              
                              
                              
                              -
                              
                              
                              
                              2,085Professional
      Fees
                              
                              
                              1,500
                              
                              
                              
                              -
                              
                              
                              
                              19,248TOTAL
      EXPENSES
                              
                              
                              1,942
                              
                              
                              
                              -
                              
                              
                              
                              21,333Net
      Income/(Loss) from Operations
                              
                              
                              (1,942
                              )
                              
                              
                              -
                              
                              
                              
                              (21,333
                              )OTHER (EXPENSE)/INCOMEInterest
      Expense
                              
                              
                              (322
                              )
                              
                              
                              -
                              
                              
                              
                              (2,300
                              )Net
      Income/(Loss)
                              
                              $
                              (2,264
                              )
                              
                              $
                              -
                              
                              
                              $
                              (23,633
                              )Net
      income/(loss) per share—basic and fully dilutedNet
      income/(loss) per share
                              
                              $
                              (0.00
                              )
                              
                              $
                              -
                              
                              
                              $
                              (0.02
                              )Weighted
      average shares outstanding—basic and fully diluted
                              
                              
                              1,000,000
                              
                              
                              
                              1,000,000
                              
                              
                              
                              1,000,000
  F-2
 
 Pretoria
Resources Two, Inc.
 (A
Development Stage Company)
 Statement
of Stockholders' Deficit—Unaudited
 
 AdditionalCommonStock
                    
                    
                    Preferredstock
                    
                    
                    Paid-in
                    
                    
                    DeficitShares
                    
                    
                    Amount
                    
                    
                    Shares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    AccumulatedBalances,
      December 31, 2007
                    
                    
                    1,000,000.00
                    
                    
                    $
                    100
                    
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    (9,895
                    )Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (11,474
                    )Capital
      Contributions
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Issuance
      of common shares
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Balances,
      December 31, 2008
                    
                    
                    1,000,000
                    
                    
                    $
                    100
                    
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    (21,369
                    )Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (2,264
                    )Balances,
      March 31, 2009
                    
                    
                    1,000,000
                    
                    
                    $
                    100
                    
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    (23,633
                    )
  F-3
 
 Pretoria
Resources Two, Inc.
 (A
Development Stage Company)
 Statement
of Cash Flows—Unaudited
 
 CumulativeFor the three months ended
                      
                      
                      TotalsMarch 31,
                      
                      
                      Since Inception2009
                      
                      
                      2008
                      
                      
                      May 25, 2007CASH FLOWS FROM OPERATING
      ACTIVITIES:Net
      loss
                      
                      $
                      (2,264
                      )
                      
                      $
                      -
                      
                      
                      $
                      (23,633
                      )Adjustments
      to reconcile net (loss) to net cash used in operations:Changes
      in Assets and Liabilities:Increase/(decrease)
      in Accrued Expenses
                      
                      
                      (2,515
                      )
                      
                      
                      -
                      
                      
                      
                      3,800NET
      CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                      
                      
                      (4,779
                      )
                      
                      
                      -
                      
                      
                      
                      (19,833
                      )CASH FLOWS FROM FINANCING
      ACTIVITIES:Note
      Payable to Related Party
                      
                      
                      4,733
                      
                      
                      
                      -
                      
                      
                      
                      4,733Note
      Payable
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      15,000Capital
      Stock purchase
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      100NET
      CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
                      
                      
                      4,733
                      
                      
                      
                      -
                      
                      
                      
                      19,833NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                      
                      
                      (46
                      )
                      
                      
                      -
                      
                      
                      
                      -CASH
      AND CASH EQUIVALENTS,BEGINNING
      OF THE PERIOD
                      
                      
                      46
                      
                      
                      
                      -
                      
                      
                      
                      -END
      OF THE PERIOD
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:CASH
      PAID DURING THE PERIOD FOR:Interest
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Taxes
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
  F-4
 
 PRETORIA
RESOURCES TWO, INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS (UNAUDITED)
 FOR
THE PERIOD ENDED MARCH 31, 2009
 
 NOTE A- SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
 
 Business Activity-
Pretoria Resources Two, Inc. (f/k/a/ Pretoria Resources, Inc.)  (the
"Company”) was incorporated under the name Pretoria Resources, Inc. in the State
of Delaware on May 25, 2007 and thereafter merged into Pretoria Resources Two,
Inc., a corporation organized in the State of Nevada on September 26, 2007,
effective as of October 1, 2007
 
 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
revenue 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 Standards (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 option, 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 (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.
  F-5
 
 PRETORIA
RESOURCES TWO, INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS (UNAUDITED)
 FOR THE
PERIOD ENDED MARCH 31, 2009
 
 NOTE A- SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 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
(SFAS) No. 144, “Accounting
for the Impairment or Disposal of Long-Lived Assets”. 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. If so, 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.
 
 Stock-Based
Compensation- The Company accounts for stock-based compensation using the
fair value method of Statement of Financial Accounting Standards (SFAS) 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.
 
 Fair Value for Financial
Assets and Financial Liabilities- The Company has adopted Statement of
Financial Accounting Standards (SFAS) 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 reporting earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. This 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. No such assets or liabilities were recognized during
the period ending March 31, 2009.
 
 Recent Accounting
Pronouncements-
 Statement of Financial Accounting
Standards (SFAS) No. 141,”Business
Combinations”: In December, 2007, the Board revised this Statement with
the objective to improve relevance, representational faithfulness, and
comparability of the information that a reporting entity provides in its
financial reports about a business combination and its effects. The statement
establishes principles and requirements for how the acquirer:
 a.
              recognizes
      and measures in its financial statements the identifiable assets acquired,
      the liabilities assumed, and any non-controlling interest in the
      acquiree,
  F-6
 
 PRETORIA
RESOURCES TWO, INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS (UNAUDITED)
 FOR THE
PERIOD ENDED MARCH 31, 2009
 
 NOTE A- SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 b.
              recognizes
      and measures the goodwill acquired in the business combination or a gain
      from a bargain purchase,
 and
 c.
              determines
      what information to disclose to enable users of the financial statements
      to evaluate the nature and financial effects of the business
      combination.
 This
Statement is effective for business combinations for which the acquisition date
is on or after the beginning of the first annual reporting period beginning on
or after December15, 2008. The adoption of this Standard is not expected to have
a material effect on the Company’s results of operations or financial
position.
 Statement of Financial Accounting
Standards (SFAS) No. 160,”Noncontrolling
Interests in Consolidated Financial Statements- an Amendment of ARB No.
51”: In December, 2007, the Board issued this Statement with the
objective of improving the relevance, comparability, and transparency of the
financial information that a reporting entity provides in its consolidated
financial statements by establishing accounting and reporting standards that
require:
 a.
              the
      ownership interests in subsidiaries held by parties other than the parent
      be clearly identified, labeled, and presented in the consolidated
      statement of financial position within equity, but separate from the
      parent’s equity,
 b.
              the
      amount of consolidated net income attributable to the parent and to the
      non-controlling interest be clearly identified and presented on the face
      of the consolidated statement of
income.
 c.
              changes
      in a parent’s ownership interest while the parent retains its
      controlling  financial interest in its subsidiary are accounted
      for consistently,
 d.
              the
      gain or loss on the deconsolidation of the subsidiary is measured using
      the fair value of any non-controlling equity investment rather than the
      carrying amount of that retained
investment
 and
 e.
              entities
      provide sufficient disclosures that clearly identify and distinguish
      between the interest of the parent and the interests of the
      non-controlling owners.
 This
Statement is effective for annual periods beginning after December 15, 2008. The
adoption of this standard is not expected to have a material effect on the
Company’s operations or financial position.
 Statement of Financial Accounting
Standards (SFAS) No. 161,”Disclosures
about Derivative Instruments and Hedging Activities-an Amendment of FASB
Statement No.133”:In March, 2008, The Board issued this Statement which
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 enhance 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 effect 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. It 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.
  F-7
 
 PRETORIA
RESOURCES TWO, INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS (UNAUDITED)
 FOR THE
PERIOD ENDED MARCH 31, 2009
 
 NOTE B-SUPPLEMENTAL CASH
FLOW INFORMATION
 
 Supplemental
disclosures of cash flow information for the year ended March 31, 2009 is
summarized as follows:
 Cash paid
during the year ended March 31, 2009 for interest and income taxes:
 
 Income
      taxes
                      
                      $
                      NONEInterest
                      
                      $
                      NONE
 
 NOTE C-SEGMENT
REPORTING
 
 In June,
1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards (SFAS) No. 131,”Disclosures About Segments of an
Enterprises 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 March 31,
2009.
 
 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
period from May 25, 2007 through March 31, 2009.
 
 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 March 31, 2009 is as follows:
 
 Total
      Deferred Tax Assets
                    
                    $
                    (4,951
                    )Valuation
      Allowance
                    
                    
                    4,951Net
      Deferred Tax Asset
                    
                    $
                    NONE
 
 The
reconciliation of income taxes computed at the federal statutory income tax rate
to total income taxes for the period from inception through March 31, 2009 is as
follows:
 
 Income
      tax computed at the federal statutory rate
                    
                    
                    34.0
                    %State
      income tax, net of federal benefit
                    
                    
                    0.0
                    %Total
                    
                    
                    34.0
                    %Valuation
      allowance
                    
                    
                    -34.0
                    %Total
      deferred tax asset
                    
                    
                    0.0
                    %
  F-8
 
 PRETORIA
RESOURCES TWO, INC.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS (UNAUDITED)
 FOR THE
PERIOD ENDED MARCH 31, 2009
 
 NOTE D-INCOME TAXES
(CONT.)
 
 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 $ 1,043.
 
 As of
March 31, 2009, the Company had a federal and state net operating loss carry
forward in the amount of approximately $ 14,563, which expires in the year
ending 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 $23,633, used cash from operations of $19,833 since its
inception, and has a negative working capital of $23,533 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 F—SHAREHOLDER
LOAN/RELATED PARTY
 
 On March
31, 2009, the Company signed a promissory note with a related
party.  The total amount of the loan is $4,733 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 $0.
 
 NOTE G—NOTE
PAYABLE
 
 The
Company has an outstanding promissory note in the principal amount of $15,000
that is payable on demand with an annual interest rate of 8%.  Accrued
interest not paid as of March 31, 2009 is $2,300.
  F-9
 
 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 (May 25, 2007) through December 31, 2008, the Company
issued an aggregate of 2,000,000 shares of common stock, including:
  Allison
      Carroll
                  
                  
                  1,000,000Gail
      Davis
                  
                  
                  900,000Barbara
      Deadwiley
                  
                  
                  100,000
  On
December 23, 2008, Gail Davis and Barbara Dead Wiley resigned as officers and as
members of the Company’s board and returned all of their shares of common stock
to the Company for cancellation.
 
 As of
March 31, 2009, Allison Carroll is the only shareholder.  She owns
1,000,000 shares of the common stock.
 
 The
Company is authorized to issue 10,000,000 preferred shares at $.0001 par value
per share.  During the period from inception (May 25, 2007) through
March 31, 2009, the Company issued no preferred shares.
 
 NOTE H-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 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.





Pretoria
Resources Two, Inc. (“we”, “us”, the “Company” or like terms) was incorporated
in the State of Nevada on September 26, 2007 and is the successor in interest to
Pretoria Resources, Inc., a Delaware corporation, upon the merger of the
companies effective May 25, 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 no cash on hand.  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.





PRETORIA
      RESOURCES TWO, INC.Date:
      May 14,
      2008
                  By:
                  /s/   Allison
    CarrollAllison
      Carroll


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