**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: September 30, 2008
 
 o
        TRANSITION REPORT
        PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
        1934
 
 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
              (I.R.S.
                  Employerincorporation
                  or
                  organization)
              Identification
                  No.)
  11908
        Darnestown Road, North Potomac, MD 20878
 (Address
        of principal executive offices)
  (970)
        247-5886
 (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 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 companyx
 
 
 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
 
 Check
        whether the registrant filed all documents and reports required to be filed
        by
        Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities
        under a plan confirmed by a court.
 Yes
o
        No o
 
 APPLICABLE
        ONLY TO CORPORATE ISSUERS
 
 State
        the
        number of shares outstanding of each of the issuer's classes of common equity,
        as of the latest practicable date: At November 12, 2008 there were 1,000,000
        shares of common stock outstanding.
 
 
 
 **PART
        I — FINANCIAL INFORMATION**
 
 Item
        1.
        Financial Statements.
 
 
 PageBalance
                  Sheet (Unaudited)
              F-1Statement
                  of Operations (Unaudited)
              F-2Statement
                  of Stockholders Deficit (Unaudited)
              F-3Statement
                  of Cash Flows (Unaudited)
              F-4Notes
                  to Financial Statements (Unaudited)
              F-5
 
 1
 **Pretoria
                    Resources Two, Inc.****(A
                    Development Stage Company)****Balance
                    Sheet ( Unaudited)****As
                    of September 30, 2008**
  ASSETSCURRENT
                    ASSETSCash
                
                $
                1,959TOTAL
                    CURRENT ASSETS
                
                $
                1,959TOTAL
                    ASSETS
                
                $
                1,959LIABILITIES
                    AND STOCKHOLDERS' DEFICITLIABILITIESAccrued
                    Interest Payable
                
                
                1,422Note
                    Payable to Related Party
                
                
                15,000TOTAL
                    CURRENT LIABILITIES
                
                
                16,422TOTAL
                    LIABILITIES
                
                
                16,422DEFICITPreferred
                    stock ($0.0001 par value; 10,000,000 shares authorized; no sharesissued
                    or outstanding at September 30, 2008)
                
                
                -Common
                    stock ($0.0001 par value; 100,000,000 shares authorized;1,000,000
                    issued and outstanding at September 30, 2008)
                
                
                100Accumulated
                    Deficit
                
                
                (14,563
                )TOTAL
                    STOCKHOLDERS' DEFICIT
                
                $
                (14,463
                )TOTAL
                    LIABILITIES AND STOCKHOLDERS' DEFICIT
                
                $
                1,959
 
 
 F-1
 
 **Pretoria
                    Resources Two, Inc.****(A
                    Development Stage Company)****Statement
                    of Operations (Unaudited)****For
                    the period from July 01, 2008 Through September 30,
                    2008**
  CumulativeFor
                    The
                
                TotalsThree
                    Months
                
                SinceEnding
                
                InceptionSeptember
                    30,
                
                (May
                    25,2008
                
                2007)REVENUES:Income
                
                $
                -
                
                $
                -Total
                    Revenue
                
                
                -
                
                
                -EXPENSES:Professional
                    Fees
                
                
                2,710
                
                
                12,210Interest
                    Expense
                
                
                322
                
                
                1,422Selling,
                    General, and Administrative
                
                
                36
                
                
                931Total
                    Expenses From Operation
                
                
                3,068
                
                
                14,563Loss
                    from Operations
                
                $
                (3,068
                )
                $
                (14,563
                )NET
                    LOSS
                
                $
                (3,068
                )
                $
                (14,563
                )Basic
                    and fully diluted net loss per common share:
                
                $
                (0.00
                )
                $
                (0.01
                )Weighted
                    average common shares outstanding
                
                
                1,000,000
                
                
                1,000,000
 
 
 
 F-2
  
 **Pretoria
                    Resources Two, Inc.****(A
                    Development Stage Company)****Statement
                    of Cash Flows (Unaudited)****For
                    the period from July 01, 2008 Through September 30,
                    2008**
  CumulativeFor
                    The
                
                TotalsThree
                    Months
                
                SinceEnding
                
                InceptionSeptember
                    30,
                
                (May
                    25,2008
                
                2007)CASH
                    FLOWS FROM OPERATING ACTIVITIESNet
                    loss
                
                $
                (3,068
                )
                $
                (14,563
                )Adjustments
                    to reconcile net (loss) to netcash
                    used in operations:Changes
                    in Assets and Liabilities:
                
                
                322
                
                
                1,422NET
                    CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                
                
                (2,746
                )
                
                (13,141
                )CASH
                    FLOWS FROM INVESTING ACTIVITIES:Note
                    Payable to Related Party
                
                
                -
                
                
                15,000NET
                    CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
                
                
                -
                
                
                15,000CASH
                    FLOWS FROM FINANCING ACTIVITIES:Capital
                    Stock issued
                
                
                -
                
                
                100NET
                    CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
                
                
                -
                
                
                100CASH
                    AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD
                
                
                4,705
                
                
                -END
                    OF THE PERIOD
                
                $
                1,959
                
                $
                1,959**SUPPLEMENTAL
                    DISCLOSURES OF CASH FLOW INFORMATION:****CASH
                    PAID DURING THE PERIOD FOR:**INTEREST
                
                $
                -
                
                $
                -TAXES
                
                
                -
                
                
                -
 
 
 F-3
  
 **Pretoria
                    Resources Two, Inc.****(A
                    Development Stage Company)****Statement
                    of Stockholders' Deficit (Unaudited)****For
                    the period from July 01, 2008 Through September 30,
                    2008**
  Additional
                
                DeficitCommon
                    Stock
                
                Preferred
                    Stock
                
                Paid-in
                
                Accum-Shares
                
                Amount
                
                Shares
                
                Amount
                
                Capital
                
                ulatedBalances,
                    July 1, 2008
                
                
                1,000,000
                
                $
                100
                
                
                -
                
                $
                -
                
                $
                -
                
                $
                (11,495
                )Net
                    loss for the period
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (3,068
                )Capital
                    contributions
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -Issuance
                    of shares
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -Balances,
                    September 30, 2008
                
                
                1,000,000
                
                $
                100
                
                
                -
                
                $
                -
                
                $
                -
                
                $
                (14,563
                )
 
 
 F-4
  **PRETORIA
                    RESOURCES TWO, INC.**
                  **(A
                    Development Stage Company)**
                  **NOTES
                    TO FINANCIAL STATEMENTS (UNAUDITED)**
                  **FOR
                    THE PERIOD ENDED SEPTEMBER 30,
                    2008**
  **NOTE
          A- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 Business
          Activity- Pretoria
          Resources Two, Inc.(f/k/a/ Pretoria Resources, Inc.) (the “Company”) was
          organized under the laws of the State of Nevada on May 25, 2007 as a corporation
          with a year end of June 30. The Company’s objective is to acquire or merge with
          a target business or company in a business combination.
 
 Basis
          of Presentation- The
          financial statements included herein were prepared under the accrual basis
          of
          accounting.
 
 Cash
          and Cash Equivalents- For
          purposes of the Statement of Cash Flows, the Company considers liquid
          investments with an original maturity of three months or less to be cash
          equivalents.
 
 Note
          Payable to Related Party & Accrued Interest
 On
          July
          18, 2007, Gail Davis, President and board member, loaned the Company the
          sum of
          $30,000 to pay certain costs and expenses in connection with the organization
          of
          the Company and the filing with the Securities and Exchange Commission
          of a
          registration statement on Form 10-SB. The Company subsequently repaid a
          lump sum
          amount of $15,000 to Davis and retained the balance in the form of a Note
          Payable to Davis. The Note Payable in the amount of $15,000 is payable
          on demand
          with interest at 8% per annum. The interest accrued, but not paid, for
          this
          period is $322.
 
 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
 
 **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 September 30, 2008, the balance in Accounts Receivable was $0.
 
 Impairment
          of Long-Lived Assets -
          The
          Company evaluates the recoverability of its fixed assets and other assets
          in
          accordance with Statement of Financial Accounting Standards (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 September 30, 2008.
 
 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 September
          30, 2008.
 
 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
 
 **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
 
 **NOTE
          B-SUPPLEMENTAL CASH FLOW INFORMATION**
 
 Supplemental
          disclosures of cash flow information for the year ended September 30, 2008
          is
          summarized as follows:
 Cash
          paid
          during the year ended September 30, 2008 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 September 30, 2008.
 
 **NOTE
          D-INCOME TAXES**
 
 Due
          to
          the operating loss and the inability to recognize an income tax benefit
          there is
          no provision for current or deferred federal or state income taxes for
          the
          period from May 25, 2007 through September 30, 2008.
 
 Deferred
          income taxes reflect the net tax effects of temporary differences between
          the
          carrying amounts of assets and liabilities for financial reporting purposes
          and
          the amount used for federal and state income tax purposes.
 
 The
          Company’s total deferred tax asset, calculated using federal and state effective
          tax rates, as of September 30, 2008 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 September 30,
          2008
          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
 
 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
          September 30, 2008, 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
          June 30, 2028.
 
 **NOTE
          E-GOING CONCERN**
 
 As
          shown
          in the accompanying audited financial statements, the Company has suffered
          a
          loss from operations to date. It has experienced a loss of $14,563 since
          inception and has a small working capital. These factors raise substantial
          doubt
          about the Company’s ability to continue as a going concern.
 
 Management’s
          plans in regard to this matter are to raise equity capital and seek strategic
          relationships and alliances in order to increase sales in an effort to
          generate
          positive cash flow. Additionally, the Company must continue to rely upon
          equity
          infusions from investors in order to improve liquidity and sustain operations.
          The financial statements do not include any adjustments that might result
          from
          the outcome of this uncertainty.
 
 **NOTE
          F-COMMITMENTS**
 
 As
          of
          September 30, 2008, the Company had no commitments.
 
 **NOTE
          G-CAPITAL STOCK**
 
 The
          Company is authorized to issue 100,000,000 common shares at $0.0001 par
          value
          per share.
 During
          the period from July 01, 2008 through September 30, 2008, the Company issued
          no
          stock. It previously issued 1,000,000 to the following:
 
 Gail
                  M. Davis
                
                
                900,000Barbara
                  Deadwiley
                
                
                100,000Total
                
                
                1,000,000
  The
          Company is authorized to issue 10,000,000 preferred shares at $0.0001 per
          share.
 During
          the period from July 01, 2008 through September 30, 2008, the Company issued
          no
          preferred stock.
 
 **NOTE
          H-DEVELOPMENT STAGE COMPANY**
 
 The
          Company is in the development stage as of September 30, 2008 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-9
  **Item
          2. Management’s Discussion and Analysis or Plan of
          Operation.**
 
 Overview .
 
 Pretoria
        Resources Two, Inc. (“we”, “us” or the “Company”) was formed to serve as a
        vehicle to acquire, through a merger, capital stock exchange, asset acquisition
        or other similar business combination (“Business Combination”), an operating or
        development stage business which desires to utilize our status as a reporting
        corporation under the Securities Exchange Act of 1934. We have neither engaged
        in any operations nor generated any revenues since our inception.
 
 We
        are
        currently in the process of evaluating and identifying targets for a Business
        Combination. We are not presently engaged in, and will not engage in, any
        substantive commercial business until we consummate a Business Combination.
 
 Our
        management will have broad discretion in identifying and selecting a prospective
        Target Business. We have not established any specific attributes or criteria
        (financial or otherwise) for prospective Target Businesses. Neither of our
        officers and directors has ever served as an officer or director of a
        development stage public company with the business purpose of acquiring a
        Target
        Business. Accordingly, they may not successfully identify a Target Business
        or
        conclude a Business Combination. To the extent we affect a Business Combination
        with a financially unstable company or an entity in its early stage of
        development or growth, including entities without established records of
        sales
        or earnings, we may be affected by numerous risks inherent in the business
        and
        operations of financially unstable and early stage or potential emerging
        growth
        companies. If we consummate a Business Combination with a foreign entity,
        we
        will be subject to all of the risks attendant to foreign operations. Although
        our management will endeavor to evaluate the risks inherent in a particular
        Target Business, we cannot assure you that we will properly ascertain or
        assess
        all significant risk factors.
 
 We
        expect
        that in connection with any Business Combination, we will issue a significant
        number of shares of our common stock (equal to at least 80% of the total
        number
        of shares outstanding after giving effect to the transaction, in order to
        ensure
        that Business Combination qualifies as a “tax free” transaction under federal
        tax laws). The issuance of additional shares of our capital stock:
  ·
            will
                significantly reduce the equity interest of our stockholders;
                and 
 ·
            will
                cause a change in likely result in the resignation or removal of
                one or
                more of our present officers and
                directors. 
 Our
        management anticipates that the Company likely will be able to affect only
        one
        Business Combination, due primarily to our financial resources and the dilution
        of interest for present and prospective stockholders, which is likely to
        occur
        as a result of our management's plan to offer a controlling interest to a
        Target
        Business in order to achieve a tax free reorganization. This lack of
        diversification should be considered a substantial risk in investing in us,
        because it will not permit us to offset potential losses from one venture
        against potential gains from another.
 
 Liquidity
        and Capital Resources .
 
 During
        the next twelve months we anticipate incurring costs and expenses related
        to
        filing of Exchange Act reports and investigating and consummating a Business
        Combination. Management expects to fund additional costs and expenses which
        may
        be incurred in connection with due diligence activities and a Business
        Combination through loans or further investment in the Company, as and when
        necessary. We cannot provide investors with any assurance that we will have
        sufficient capital resources to identify a suitable Target Business, to conduct
        effective due diligence as to any Target Business or to consummate a Business
        Combination.
 
 2
 Results
        of Operations .
 
 Since
        our
        inception, we have neither engaged in any operations nor generated any revenue.
        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 September 30, 2008 (the “Evaluation
        Date”). Such evaluation was conducted under the supervision and with the
        participation of the Company’s principal executive officer who also is our
        principal financial officer. Based upon such evaluation, the Company’s principal
        executive officer has concluded that, as of the Evaluation Date, the Company’s
        disclosure controls and procedures were effective. There have been no changes
        in
        the Company’s internal controls over financial reporting that occurred during
        the Company’s most recent fiscal quarter, that have materially affected, or are
        reasonably likely to materially affect, the Company’s internal controls over
        financial reporting.
 
 **PART
        II — OTHER INFORMATION**
 
 **Item
        1. Legal Proceedings.**
 
 The
        Company is not a party to any legal proceeding or litigation.
 
 **Item
        1A. Risk Factors.**
 
 Smaller
        reporting companies are not required to provide the information required
        by this
        item.
 
 3
 
 **Item
        2. Changes in Securities and Small Business Issuer Purchase of Equity
        Securities.**
 
 (a) None.
 
 (b) None.
 
 (c)
         During the three months ended September 30 2008, the Company did not issue
        any securities.
 
 (d) None.
 
 (e) None.
 
 **Item
        3. Defaults Upon Senior Securities.**
 
 None.
 
 **Item
        4. Submission of Matters to a Vote of Security Holders.**
 
 None.
 
 **Item
        5. Other Information.**
 
 None.
 
 **Item
        6. Exhibits.**
 
 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 September 30, 2008.32.1
              Certification
                  of the Company’s Principal Executive Officer and Principal Financial
                  Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
                  to Section
                  906 of the Sarbanes Oxley Act of
                  2002.
 
 4
 
 **SIGNATURES**
 
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, as amended, the
        Registrant has duly caused the Report to be signed on its behalf by the
        undersigned thereunto duly authorized.
 
 
 **PRETORIA
                RESOURCES TWO, INC.**Date:November
                12, 2008
              By:
              /s/
                Gail DavisGail Davis,
                President
 
 5