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, 2011





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: 000-52901





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   o 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).


o Yes  x 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   o
Accelerated filer     oNon-accelerated filer     o  (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 o 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. oYes   oNo




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 16, 2011 there were 1,000,000 shares of common stock outstanding.










PART I — FINANCIAL INFORMATION





Item 1. Financial Statements.




Pretoria Resources Two, Inc.
 (A Development Stage Company)
 Balance Sheet




As ofMarch 31, 2011


December 31, 2010(Unaudited)


(Audited)ASSETSCURRENT ASSETSCash

$
264


$
300TOTAL CURRENT ASSETS


264



300TOTAL ASSETS


264



300LIABILITIES AND STOCKHOLDER'S DEFICITCURRENT LIABILITIESAccounts Payable


3,683



-Related Party Note Payable


30,373



25,323Note Payable


15,000



15,000Accrued Interest


7,239



6,423TOTAL CURRENT LIABILITIES


56,295



46,746TOTAL LIABILITIES


56,295



46,746STOCKHOLDER'S DEFICITPreferred stock ($0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at September 30, 2010 and December 31, 2009)


-



-Common stock ($0.0001 par value; 100,000,000 shares authorized: 1,000,000 issued and outstanding at September 30, 2010 and December 31, 2009)


100



100Deficit accumulated during development stage


(56,131
)


(46,546
)TOTAL STOCKHOLDER'S DEFICIT


(56,031
)


(46,446
)TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT

$
264


$
300
  The accompanying notes are an integral part of these financial statements.
  2
  Pretoria Resources Two, Inc.
 (A Development Stage Company)
 Statement of Operations(Unaudited)
 
 For the three months


Period from inceptionended March 31,


(May 25, 2007) to2011


2010


March 31, 2011REVENUES:Income

$
-


$
-


$
-Total Revenue

$
-


$
-


$
-EXPENSES:Selling, General and Administrative


36



36



5,562Professional Fees


8,733



3,750



43,330Total Expenses


8,769



3,786



48,892Loss from operations


(8,769
)


(3,786
)


(48,892
)OTHER INCOME/(EXPENSE):Interest Expense


(816
)


(1,037
)


(7,239
)NET LOSS

$
(9,585
)

$
(4,823
)

$
(56,131
)Basic and fully diluted net loss per common share:


(0.01
)


(0.00
)


(0.06
)Weighted average common shares outstanding


1,000,000



1,000,000



1,000,000
  The accompanying notes are an integral part of these financial statements.
  3





Pretoria Resources Two, Inc.


(A Development Stage Company)


Statement of Operations(Unaudited)





For the three months


Period from inceptionended March 31,


(May 25, 2007) to2011


2010


March 31, 2011REVENUES:Income

$
-


$
-


$
-Total Revenue

$
-


$
-


$
-EXPENSES:Selling, General and Administrative


36



36



5,562Professional Fees


8,733



3,750



43,330Total Expense


8,769



3,786



48,892Loss from operations


(8,769
)


(3,786
)


(48,892
)OTHER INCOME/(EXPENSE):Interest Expense


(816
)


(1,037
)


(7,239
)NET LOSS


(9,585
)


(4,823
)


(56,131
)Basic and fully diluted net loss per common share:


(0.01
)


(0.00
)


(0.06
)Weighted average common shares outstanding


1,000,000



1,000,000



1,000,000




The accompanying notes are an integral part of these financial statements.




4




Pretoria Resources Two, Inc.
 (A Development Stage Company)
 Statement of Stockholder's Deficit(Unaudited)
  Additional


Deficit AccumulatedCommon Stock


Preferred Stock


Paid-in


During Development


TotalShares


Amount


Shares


Amount


Capital


Stage


EquityBalances, December 31, 2007


1,000,000


$
100



-


$
-


$
-


$
(9,895
)

$
(9,795
)Net loss


-



-



-



-



-



(11,474
)


(11,474
)Balances, December 31, 2008


1,000,000


$
100



-


$
-


$
-


$
(21,369
)

$
(21,269
)Net loss


-



-



-


$
-


$
-


$
(9,772
)

$
(9,772
)Balances, December 31, 2009


1,000,000


$
100



-


$
-


$
-


$
(31,141
)

$
(31,041
)Net loss


-



-



-


$
-


$
-


$
(15,405
)

$
(15,405
)Balances, December 31, 2010


1,000,000


$
100



-


$
-


$
-


$
(46,546
)

$
(46,446
)Net loss


-



-



-



-



-



(9,585
)

$
(9,585
)Balances, March 31, 2011


1,000,000


$
100



-


$
-


$
-


$
(56,131
)

$
(56,031
)
 The accompanying notes are an integral part of these financial statements.
  5
  Pretoria Resources Two, Inc.
 (A Development Stage Company)
 Statements of Cash Flows(Unaudited)
  For the three months ended


Period from inceptionMarch 31,


(May 25, 2007) to2011


2010


March 31, 2011CASH FLOWS FROM OPERATING ACTIVITIES:Net Loss

$
(9,585
)

$
(4,823
)

$
(56,131
)Adjustments to reconcile net (loss)to net cash provided by operations:Changes in Assets and Liabilities:Increase (decrease) in Accounts Payable


3,683



3,750



3,683Increase (decrease) in Accrued Interest - Related Party


524



487



2,647Increase (decrease) in Accrued Expenses


292



550



4,592NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES


(5,086
)


(36
)


(45,209
)CASH FLOWS FROM FINANCING ACTIVITIES:Note Payable to Related Party


5,050







30,373Note Payable


-



-



15,000Capital Stock Purchase


-



-



100NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES


5,050



0



45,473NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS


(36
)


(36
)


264CASH AND CASH EQUIVALENTS,BEGINNING OF THE PERIOD


300



51



-END OF THE PERIOD

$
264


$
15


$
264SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:CASH PAID DURING THE PERIOD FOR:Interest

$
-


$
-


$
-Taxes

$
-


$
-


$
-


The accompanying notes are an integral part of these financial statements.
  6




PRETORIA RESOURCES TWO, INC.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS (UNAUDITED)AS OF MARCH 31, 2011
 
 NOTE A—BUSINESS ACTIVITY
 
 Pretoria Resources Two, Inc. (the "Company”) was organized under the laws of the State of Nevada on September 27, 2007 and is the successor in interest to Pretoria Resources, Inc., which was a corporation organized under the laws of the State of Delaware on May 25, 2007 as a corporation.  The Company’s objective is to acquire or merge with a target business or company in a business combination.
 
 NOTE B—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 $56,131 used cash from operations of $45,209 since its inception, and has a negative working capital of $56,031 at March 31, 2011.
 
 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 C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Basis of Presentation- The financial statements included herein were prepared under the accrual basis of accounting.
 
 Presentation of Interim Information
 
 The financial information at March 31, 2011 is unaudited, but includes all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for a fair presentation of the financial information set forth herein, in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information, and with the instructions to Form 10-Q. Accordingly, such information does not include all of the information and footnotes required by U.S. GAAP for interim financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual Report on Form 10-K for the year ended December 31, 2010.
 
 The results for the quarter ended March 31, 2011 may not be indicative of results for any future periods.
 
 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.
  7
 
 PRETORIA RESOURCES TWO, INC.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS (UNAUDITED)AS OF MARCH 31, 2011
 
 NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—CONT’D
 
 Revenue Recognition- The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts.  The Company considers revenue realized or realizable and earned when all of the following criteria are met:
 
 (i)
persuasive evidence of an arrangement exists,(ii)
the services have been rendered and all required milestones achieved,(iii)
the sales price is fixed or determinable, and(iv)
collectability is reasonably assured.
 
 Comprehensive Income (Loss) - The Company reports Comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification 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- Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.  There were no potentially dilutive shares outstanding as of March 31, 2011.
 
 Deferred Taxes- The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification.  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.
 
 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, 2011, 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 section 360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets.  Disclosure 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, 2011.
  8
 
 PRETORIA RESOURCES TWO, INC.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS (UNAUDITED)AS OF MARCH 31, 2011
 
 NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—CONT’D
 
 Stock-Based Compensation- The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section 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 follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments.  Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
 
 Level 1
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
  Level 2
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
  Level 3
Pricing inputs that are generally observable inputs and not corroborated by market data.
 
 The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s note payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at March 31, 2011.
 
 The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at March 31, 2011, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the period ended March 31, 2011.
  9
 
 PRETORIA RESOURCES TWO, INC.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS (UNAUDITED)AS OF MARCH 31, 2011
 
 NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—CONT’D
 
 Recent Accounting Pronouncements
 In March 2010, the FASB issued Accounting Standard Update No. 2010-11 “Derivatives and Hedging” (Topic 815). ASU No. 2010-11 update provides amendments to subtopic 815-15, Derivatives and hedging. The amendments clarify about the scope exception in paragraph 815-10-15-11 and section 815-15-25 as applicable to the embedded credit derivatives. The ASU is effective on the first day of the first fiscal quarter beginning after June 15, 2010. Therefore, for a calendar-year-end entity, the ASU becomes effective on July 1, 2010. Early application is permitted at the beginning of the first fiscal quarter beginning after March 5, 2010
 
 In April 2010, the FASB issued Accounting Standard Update No. 2010-12. “Income Taxes” (Topic 740). ASU No.2010-12 amends FASB Accounting Standard Codification subtopic 740-10 Income Taxes to include paragraph 740-10-S99-4. On March 30, 2010 The President signed the Health Care & Education Affordable Care Act reconciliation bill that amends its previous Act signed on March 23, 2010. FASB Codification topic 740, Income Taxes, requires the measurement of current and deferred tax liabilities and assets to be based on provisions of enacted tax law. The effects of future changes in tax laws are not anticipated.” Therefore, the different enactment dates of the Act and reconciliation measure may affect registrants with a period-end that falls between March 23, 2010 (enactment date of the Act), and March 30, 2010 (enactment date of the reconciliation measure). However, the announcement states that the SEC would not object if such registrants were to account for the enactment of both the Act and the reconciliation measure in a period ending on or after March 23, 2010, but notes that the SEC staff “does not believe that it would be appropriate for registrants to analogize to this view in any other fact patterns.”
 
 In April 2010, the FASB issued Accounting Standard Update No. 2010-13 “Stock Compensation” (Topic 718). ASU No.2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The amendments in this Update should be applied by recording a cumulative-effect adjustment to the opening balance of retained earnings. The cumulative-effect adjustment should be calculated for all awards outstanding as of the beginning of the fiscal year in which the amendments are initially applied, as if the amendments had been applied consistently since the inception of the award. The cumulative-effect adjustment should be presented separately. Earlier application is permitted.
 
 In April 2010, the FASB issued Accounting Standards Update No.2010-14, “Accounting for Extractive Activities – Oil & Gas” (Topic 932). ASU No. 2010-14 amends FASB accounting Standard paragraph 932-10-S99-1 due to SEC release no. 33-8995 [FR 78], Modernization of Oil and Gas Reporting and provides update as to amendments to SEC Regulation S-X, Rule 4-10.
 
 In April 2010, the FASB issued Accounting Standard Update No. 2010-15. “Financial Services-Insurance” (Topic 944) ASU No.2010-15 gives direction on how investments through separate accounts affect an insurer’s consolidation analysis of those investments. Under the ASU: an insurance entity should not consider any separate account interests held for the benefit of policy holders in an investment to be the insurer's interests and should not combine those interests with its general account interest in the same investment when assessing the investment for consolidation, unless the separate account interests are held for the benefit of a related party policy holder as defined in the Variable Interest Entities Subsections of Subtopic 810-10 and those Subsections require the consideration of related parties. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2010. Early adoption is permitted. The amendments in this Update should be applied retrospectively to all prior periods upon the date of adoption.
  10
 
 PRETORIA RESOURCES TWO, INC.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS (UNAUDITED)AS OF MARCH 31, 2011
 
 NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—CONT’D
 
 Recent Accounting Pronouncements (cont’d)
 
 In April 2010, the FASB issued Accounting Standard Update No. 2010-16. “Entertainment-Casinos” (Topic 924). ASU No.2010-16 addresses diversity in practice regarding whether an entity accrues liabilities for a base jackpot before it is won because they could avoid the payment. The amendments in this update clarify that an entity should not accrue jackpot liabilities (or portions thereof) before a jackpot is won if the entity can avoid paying that jackpot. Jackpots should be accrued and charged to revenue when an entity has the obligation to pay the jackpot. This guidance applies to both base and progressive jackpots. The ASU amendments are effective for fiscal years, and the interim periods within those fiscal years, beginning on or after December 15, 2010.
 
 In April 2010, the FASB issued Accounting Standard Update No. 2010-17. “Revenue Recognition-Milestone Method” (Topic 605) ASU No.2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. An entity often recognizes these milestone payments as revenue in their entirety upon achieving a specific result from the research or development efforts. A vendor can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. Determining whether a milestone is substantive is a matter of judgment made at the inception of the arrangement. The ASU is effective for fiscal years and interim periods within those fiscal years beginning on or after June 15, 2010. Early application is permitted. Entities can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted.
 
 In April 2010, the FASB issued Accounting Standard Update No. 2010-18. “Receivables” (Topic 310). ASU No.2010-18 provides guidance on accounting for acquired loans that have evidence of credit deterioration upon acquisition. Paragraph 310-30-15-6 allows acquired assets with common risk characteristics to be accounted for in the aggregated as a pool. Upon establishment of the pool, the pool becomes the unit of accounting. When loans are accounted for as a pool, the purchase discount is not allocated to individual loans; thus all of the loans in the pool accrete at a single pool rate (based on cash flow projections for the pool). Under subtopic 310-30, the impairment analysis also is performed on the pool as a whole as opposed to each individual loan. Paragraphs 310-40-15-4 through 15-12 establish the criteria for evaluating whether a loan modification should be classified as a troubled debt restructuring. Specifically paragraph 310-40-15-5 states that “a restructuring of a debt constitutes a troubled debt restructuring for purposes of this subtopic if the creditor for economic or legal reasons related to the debtor’s financial difficulties grants a concession to the debtor that it would not otherwise consider.” The ASU is effective for modification of loans accounted for within pools under subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The amendments are to be applied prospectively. Early application is permitted.
 
 In May 2010, the FASB issued Accounting Standard Update No. 2010-19 “Foreign Currency”. (“ASU No. 2010-19”). ASU 2010-19, codifies the SEC staff announcement made at the March 18, 2010, EITF meeting. The ASU “provides the SEC staff’s views on certain foreign currency issues related to investments in Venezuela.” These issues relate to Venezuela’s highly inflationary status. The ASU became effective on March 18, 2010.
 
 Other ASUs not effective until after December 31, 2010, are not expected to have a significant effect on the Company’s consolidated financial position or results of operations.
  11
  PRETORIA RESOURCES TWO, INC.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS (UNAUDITED)AS OF MARCH 31, 2011
 
 NOTE D-SUPPLEMENTAL CASH FLOW INFORMATION
 
 Supplemental disclosures of cash flow information for the period ended March 31, 2011 and 2010 is summarized as follows:
 
 Cash paid during the period ended March 31, 2011 and 2010 for interest and income taxes:
 
 2011


2010Interest

$
-


$
-Taxes

$
-


$
-
 
 NOTE E-SEGMENT REPORTING
 
 The Company follows the guidance set forth by section 280-10 of the FASB Accounting Standards Codification for reporting and disclosure on operating segments of the Company. 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, 2011.
 
 NOTE F-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 March 31, 2011, the Company issued 1,000,000 shares to Allison Carroll.
 
 On December 23, 2008, former, major shareholders Gail Davis and Barbara Deadwiley resigned as officers and as members of the Company’s board; all shares were cancelled and issued to Allison Carroll who now serves as the Company’s officer and board member.
 
 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, 2011, the Company issued no preferred shares.
 
 NOTE G-DEVELOPMENT STAGE COMPANY
 
 The Company is in the development stage as of March 31, 2011 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.
 
 NOTE H—RELATED PARTY NOTE PAYABLE AND NOTE PAYABLE
 
 The Company has Notes Payable outstanding to related parties:
 
 Note Payable, due upon demand, 8% per year

$
30,373

(Related Party)
 
 The Notes Payable is listed as follows:
 
 Note Payable, due upon demand, 8% per year

$
15,000
 
 Accrued interest not paid for the period from inception (May 25, 2007) through March 31, 2011 was $7,239.
 12




Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
 Overview
 
 Pretoria Resources Two, Inc. (“we”, “us”, the “Company” or like terms) was incorporated in the State of Nevada on September 27, 2007 and is the successor in interest to Pretoria Resources, Inc., a Delaware corporation, upon the merger of the companies effective October 1, 2007.  We were organized 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 Exchange Act.
 
 The Company voluntarily filed a registration statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) on November 7, 2007, and since its effectiveness, the Company has focused its efforts on identifying a possible Target 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 fiscal year ends on December 31.
 
 Based on our business activities, the Company is a “blank check” company.  The SEC defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of  the Exchange Act and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.   Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions.   In addition, under Rule 12b-2 of the Exchange Act, the Company also is a “shell company” which is defined, as a company which has (i) no or nominal operations; and (ii) either (x) no or nominal assets; (y) assets consisting solely of cash and cash equivalents; or (z) assets consisting of any amount of cash and cash equivalents and nominal other assets.  Because we are a “shell” company, the Business Combination we enter into with a Target will be deemed to be a "reverse acquisition" or “reverse merger.”
 
 Our management has broad discretion with respect to identifying and selecting a prospective Target.  We have not established any specific attributes or criteria (financial or otherwise) for a prospective Target and may enter into a Business Combination with a development stage company, a distressed company or a foreign company engaged in any industry.  Our sole officer and director has never served as an officer or director of a development stage public company that has consummated a Business Combination such as that contemplated by our Company.  Accordingly, he may not successfully identify a Target or conclude a Business Combination.  In addition, our management engages in other business activities and is not obligated to devote any specific number of hours to our matters.  Management intends to devote only as much time as it deems necessary to our affairs.
 
 We cannot assure you that we will be successful in concluding a Business Combination.  We will not realize any revenues or generate any income unless and until we successfully merge with or acquire an operating business that is generating revenues and otherwise is operating profitably.  Moreover, we can offer no guarantee that the Company will achieve long-term or immediate short-term earnings from any Business Combination.
 
 Any entity with which we enter into a Business Combination will be subject to numerous risks in connection with its operations.  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, we cannot assure you that we will properly ascertain or assess all significant risk factors.
  13
 
 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 prior to the transaction; and
 
 ·
cause a change in control in our Company and likely result in the resignation or removal of our officer and director as of the date of the transaction.
 
 Our management anticipates that our Company likely will affect only one Business Combination, due primarily to our limited 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 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.
 
 The Company currently does not engage in any business activities that provide cash flow.  During the next twelve months we anticipate incurring costs related to filing Exchange Act reports, investigating and analyzing Targets and consummating a Business Combination.  We believe we will be able to meet these costs through use of funds in our treasury and from cash which may be loaned to or invested in us by our stockholders, management or other investors.  As of March 31, 2011, the Company had $264 in its treasury.  There are no assurances that the Company will be able to secure additional funding as needed.   Our ability to continue as a going concern is dependent upon our ability to generate cash from the sale of our common stock and/or obtain debt financing and attain future profitable operations by acquiring or merging with a profitable company.
 
 Liquidity and Capital Resources
 
 At March 31, 2011, we had total assets of $264, consisting exclusively of cash.  This compares with total assets of $300 at December 31, 2010, our fiscal year end.  At March 31, 2011, the Company had current liabilities of $56,295 compared with current liabilities of $46,746 at December 31, 2010, in each case, comprised exclusively of amounts owed to stockholders.
 
 Our existing cash reserves will not be sufficient to cover our operating costs and expenses over the next twelve months.
 
 To date, we have funded our operations through loans from our stockholders.  Our stockholders have advised management that they presently expect to fund additional costs and expenses we may incur through loans or further investment in the Company, as and when necessary.  However, our stockholders are under no obligation to provide such funding.
 
 The following is a summary of the Company's cash flows provided by (used in) operating and financing activities:
 
 Three Months

Ended

March 31,

2011


Three Months

Ended

March 31,

2010


For the Cumulative

Period from

September 27, 2007

(Inception) to

March 31, 2010Net Cash Used In Operating Activities

$
5,086


$
36


$
45,209Net Cash Provided by Financing Activities

$
5,050


$
-


$
45,473Net Increase (Decrease) in Cash and Cash Equivalents

$
(36
)

$
(36
)

$
264
 
 We do not expect to engage in any substantive activities unless and until such time as we enter into a Business Combination with a Target, if ever.  We cannot provide investors with any assurance that we will have sufficient capital resources to fund our operations and realize our business objectives.
 
 Results of Operations
 
 Since our inception, we have not engaged in any substantive operations, other than seeking to identify a Target, nor generated any revenues.  We reported a net loss for the three months ended March 31, 2011 of $9,585, compared to a net loss of $4,823 for the comparable 2010 period, and have suffered a net loss since inception of $56,131.  At March 31, 2011, we had a working capital deficit of $56,031 compared to $46,446 at March 31, 2010.  Since our inception, our operating expenses have principally comprised professional fees and expenses incurred in connection with the filing of reports under the Exchange Act, as well as interest accrued on loans from one of our stockholders.
  14
 
 We do not expect to engage in any activities, other than seeking to identify a Target, unless and until such time as we enter into a Business Combination with a Target, if ever.  We cannot provide investors with any assessment as to the nature of a Target’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.
 
 Evaluation of Disclosure Controls and Procedures
 
 As of March 31, 2011, the Company’s management carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer, who is the Company’s principal executive officer and principal financial officer, who we refer to herein as our PEO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act), pursuant to Exchange Act Rule 13a-15.  As a result of our continuing efforts to remediate the material weaknesses in our internal control over financial reporting that existed as of December 31, 2010 and which remained extant as of the close of the period covered by this Report, our PEO concluded that the Company's disclosure controls and procedures were not effective as of March 31, 2011.
 
 The weaknesses in our disclosure and procedures encompassed weaknesses in certain elements of our internal control over financial reporting (ICFR) that our subsumed within our disclosure controls and procedures.  A material weakness is defined in Section 210.1-02(4) of Regulation S-X as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.  The specific weaknesses relate to elements of our ICFR that provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles and comprise the following:
 
 1.
We did not maintain effective controls over the control environment.2.
We did not maintain effective controls over financial statement disclosure.3.
We did not maintain effective controls over financial reporting.4.
There existed a lack of segregation of duties in regard to the Company’s financial reporting, procedures for depositing of funds, procedures for cash disbursements, procedures for checkbook entries, period close procedures, and procedures for financial statement preparation, because we have only one officer who is responsible for all such duties.
 
 We believe that the weaknesses in our disclosure controls and procedures and ICFR are a direct consequence of our size, resource constraints and the nature of our business.  We are a “shell company,” as defined under the Securities Act, in that we have no operations and nominal assets.  Further, we have no full-time employees.  As a result, we are constrained by our lack of resources to take the types of corrective actions that would be necessary to remediate the material weaknesses, including, for example, engaging additional accounting personnel and adopting an audit committee charter and seating an audit committee with at least one independent member who qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K
  15
  Changes in Internal Controls
 
 There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) during the three months ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
 Forward Looking Statements
 
 Statements, other than historical facts, contained in this Quarterly Report on Form 10-Q, including statements of potential acquisitions and our strategies, plans and objectives, are "forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Although we believe that our forward looking statements are based on reasonable assumptions, we caution that such statements are subject to a wide range of risks, trends and uncertainties that could cause actual results to differ materially from those projected  Among those risks, trends and uncertainties are important factors that could cause actual results to differ materially from the forward looking statements, including, but not limited to; the time management devotes to identifying a target business; management’s ability to consummate a business combination; the financial condition of the target company with which we may enter a business combination; the effect of existing and future laws; governmental regulations; the political and economic climate of the United States; and conditions in the capital markets.  We undertake no duty to update or revise these forward-looking statements.
 
 When used in this Form 10-Q, the words, "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.  Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by these forward-looking statements for a number of important reasons.
 
 PART II — OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  There are presently no material pending legal proceedings to which the Company, any of its subsidiaries, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.
 
 Item 1A. Risk Factors.
 
 Smaller reporting companies are not required to provide the information required by this item.
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
 None.
 
 Item 3. Defaults Upon Senior Securities.
 
 None.
 
 Item 4.(Reserved)
  Item 5. Other Information.
 
 None.
  16
 
 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, 2011.32.1*
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.
 
 *  Pursuant to Commission Release No. 33-8238, this certification will be treated as “accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of such report for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of Section 18 of the Securities Exchange Act of 1934, as amended, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
  17
 
 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 16, 2011
By:

/s/  Allison CarrollName

Allison CarrollTitle:

President, Principal Executive Officer

and Principal Financial Officer
  18