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


**Washington,
      D.C. 20549**





**FORM
      10-QSB**





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





For
      the
      quarterly period ended: June 30, 2008





oTRANSITION
      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
              incorporation
                or organization)
            
            (I.R.S.
                  Employer
                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)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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. Yes x No
o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
x No
o





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 oNo 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 August 12, 2008 there were 1,000,000
      shares of common stock outstanding.





Transitional
      Small Business Disclosure Format (Check one): Yes oNo x










**PART
      I — FINANCIAL INFORMATION**





Item
      1.
      Financial Statements.





PageBalance
                Sheet - June 30, 2008 (Unaudited)
            
            F-1Statement
                of OperationsThree
                Months Ended June 30, 2008 (Unaudited) andJune
                30, 2007 (Unaudited)
            
            F-2Statement
                of Stockholders Deficit (Unaudited)
            
            F-3Statement
                of Cash FlowsSix
                Months Ended June 30, 2008 (Unaudited) andJune
                30, 2007 (Unaudited)
            
            F-4Notes
                to Financial Statements (Unaudited)
            
            F-5








**Pretoria
                Resources Two, Inc.****(A
                Development Stage Company)****Balance
                Sheet—Unaudited****As
                of June 30, 2008**ASSETSCURRENT
                ASSETS:Cash
            
            $
            4,705TOTAL
                CURRENT ASSETS
            
            
            4,705TOTAL
                ASSETS
            
            $
            4,705LIABILITIES
                AND STOCKHOLDERS' EQUITYCURRENT
                LIABILITIES:Shareholder
                Loan
            
            
            15,000Accrued
                Expenses
            
            
            1,100TOTAL
                CURRENT LIABILITIES
            
            
            16,100TOTAL
                LIABILITIES
            
            
            16,100STOCKHOLDERS'
                DEFICITPreferred
                stock ($0.0001 par value; 10,000,000 shares authorized; no
                sharesissued
                and outstanding at June 30, 2008)
            
            
            -Common
                stock ($0.0001 par value; 100,000,000 shares authorized:1,000,000
                issued and outstanding at June 30,, 2008)
            
            
            100Paid
                in Capital
            
            
            -Retained
                Deficit
            
            
            (11,495
            )TOTAL
                STOCKHOLDERS' DEFICIT
            
            
            (11,395
            )TOTAL
                LIABILITIES AND STOCKHOLDERS' DEFICIT
            
            $
            4,705





F-1




**Pretoria
                Resources Two, Inc.****(A
                Development Stage Company)****Statement
                of Operations (Unaudited)****Cumulative****Totals****Three
                Months ended**
              **June
                30,**
            
            **Six
                Months Ended**
              **June
                30,**
            
            **Since
                Inception**
              **May
                25,**2008
            
            2007
            
            2008
            
            2007
            
            2007**REVENUES**Income
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Total
                Revenues
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            -**EXPENSES**Professional
                Fees
            
            
            500
            
            
            9,000
            
            
            500
            
            
            9,000
            
            
            9,500Interest
                Expense
            
            
            1,100
            
            
            -
            
            
            1,100
            
            
            -
            
            
            1,100Selling,
                General, and Administrative
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            895TOTAL
                EXPENSES
            
            
            1,600
            
            
            9,000
            
            
            1,600
            
            
            9,000
            
            
            11,495Net
                Income/(Loss)
            
            $
            (1,600
            )
            $
            (9,000
            )
            $
            (1,600
            )
            $
            (9,000
            )
            $
            (11,495
            )**Net
                income/(loss) per share—basic
                and
                fully diluted**Net
                income/(loss) per share
            
            $
            (0.00
            )
            $
            (0.01
            )
            $
            (0.00
            )
            $
            (0.01
            )
            $
            (0.01
            )Weighted
                average shares outstanding**—**basic and fully
                diluted
            
            
            1,000,000
            
            
            1,000,000
            
            
            1,000,000
            
            
            1,000,000
            
            
            1,000,000




F-2


**Pretoria
                Resources Two, Inc.****(A
                Development Stage Company)****Statement
                of Stockholders' Deficit—Unaudited****For
                the Six Months Ended June 30, 2008**AdditionalCommon
                Stock
            
            Preferred
                stock
            
            Paid-in
            
            DeficitShares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            AccumulatedBalances,
                May 25, 2007 (inception)
            
            
            -
            
            $
            -
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (9,895
            )Capital
                Contributions
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Issuance
                of common shares
            
            
            1,000,000
            
            
            100
            
            
            -
            
            
            -
            
            
            -
            
            
            -Balances,
                December 31, 2007
            
            
            1,000,000
            
            $
            100
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            (9,895
            )Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,600
            )Balances,
                June 30, 2008
            
            
            1,000,000
            
            $
            100
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            (11,495
            )





F-3




**Pretoria
                Resources Two, Inc.****(A
                Development Stage Company)****Statement
                of Cash Flows—Unaudited**CumulativeFor
                the Six
            
            For
                the Six
            
            TotalsMonths
                Ended
            
            Months
                Ended
            
            Since
                InceptionJune
                30, 2008
            
            June
                30, 2007
            
            May
                25, 2007CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                loss
            
            $
            (1,600
            )
            $
            (9,000
            )
            $
            (11,495
            )Adjustments
                to reconcile net (loss) to net cash used in operations:Increase/(decrease)
                in Accrued Expenses
            
            
            1,100
            
            
            9,000
            
            
            1,100NET
                CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
            
            
            (500
            )
            
            -
            
            
            (10,395
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Shareholder
                Loan
            
            
            -
            
            
            -
            
            
            15,000Capital
                Stock purchase
            
            
            -
            
            
            100
            
            
            100NET
                CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
            
            
            -
            
            
            100
            
            
            15,100NET
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
            
            
            (500
            )
            
            100
            
            
            4,705CASH
                AND CASH EQUIVALENTS,BEGINNING
                OF THE PERIOD
            
            
            5,205
            
            
            -
            
            
            -END
                OF THE PERIOD
            
            $
            4,705
            
            $
            100
            
            $
            4,705***SUPPLEMENTAL
                DISCLOSURES OF CASH FLOW INFORMATION:******CASH
                PAID DURING THE PERIOD FOR:*****Interest**
            
            **$**
            **-**
            
            **$**
            **-**
            
            **$**
            **-****Taxes**
            
            **$**
            **-**
            
            **$**
            **-**
            
            **$**
            **-**




F-4


***PRETORIA
      RESOURCES TWO, INC.***


***NOTES
      TO THE UNAUDITED FINANCIAL STATEMENTS***


***AS
      OF JUNE 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. The Company’s objective is to acquire or merge with a target
      business or company in a business combination.




Basis
      of Presentation —The
      financial statements included herein were prepared under the accrual basis
      of
      accounting.




Cash
      and Cash Equivalents —For
      purposes of the Statement of Cash Flows, the Company considers liquid
      investments with an original maturity of three months or less to be cash
      equivalents.




Management’s
      Use of Estimates —The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosures of contingent assets and liabilities at the date
      of
      financial statements and the reported amounts of revenues and expenses during
      the reporting period. Actual results could differ from those estimates. The
      financial statements above reflect all of the costs of doing
      business.




Revenue
      Recognition —The
      Company’s policy is to recognize income when it is earned.




Comprehensive
      Income (Loss) —The
      Company adopted Financial Accounting Standards Board Statement of Financial
      Accounting Standards (SFAS) No. 130, *“Reporting
      Comprehensive Income”* ,
      which
      establishes standards for the reporting and display of comprehensive income
      and
      its components in the financial statements. There were no items of comprehensive
      income (loss) applicable to the Company during the period covered in the
      financial statements.




Net
      Income per Common Share —Statement
      of Financial Accounting Standard (SFAS) No. 128 requires dual presentation
      of
      basic and diluted earnings per share (EPS) with a reconciliation of the
      numerator and denominator of the EPS computations. Basic earnings per share
      amounts are based on the weighted average shares of common stock outstanding.
      If
      applicable, diluted earnings per share would assume the conversion, exercise
      or
      issuance of all potential common stock instruments such as options, warrants
      and
      convertible securities, unless the effect is to reduce a loss or increase
      earnings per share. Accordingly, this presentation has been adopted for the
      period presented. There were no adjustments required to net income for the
      period presented in the computation of diluted earnings per share.




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 June 30,, 2008 the balance in Accounts Receivable was $0.




F-5




**NOTE
      A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)**




Deferred
      Taxes




Income
      taxes are provided in accordance with Statement of Financial Accounting
      Standards No. 109 (SFAS No. 109), *“Accounting
      for Income Taxes.”* A
      deferred tax asset or liability is recorded for all temporary differences
      between financial and tax reporting and net operating loss-carry forwards.




Deferred
      tax assets are reduced by a valuation allowance when, in the opinion of
      management, it is more likely than not that, some portion or all of the deferred
      tax asset will not be realized. Deferred tax assets and liabilities are adjusted
      for the effect of changes in tax laws and rates on the date of
      enactment.




Impairment
      of Long-Lived Assets —The
      Company evaluates the recoverability of its fixed assets and other assets in
      accordance with Statement of Financial Accounting Standards No. 144,
“ *Accounting
      for the Impairment or Disposal of Long-Lived Assets” (“SFAS
      144’).* SFAS 144
      requires recognition of impairment of long-lived assets in the event the net
      book value of such assets exceeds its expected cash flows, it is considered
      to
      be impaired and is written down to fair value, which is determined based on
      either discounted future cash flows or appraised values. The Company adopted
      the
      statement on inception. No impairments of these types of assets were recognized
      during the period ended June 30, 2008.




Stock-Based
      Compensation —The
      Company accounts for stock-based compensation using the fair value method of
      Financial Accounting Standard No. 123R. This Statement requires a public entity
      to measure the cost of employee services received in exchange for an award
      of
      equity instruments based on the grant-date fair value of the award (with limited
      exceptions). That cost will be recognized over the period during which an
      employee is required to provide service in exchange for the award—the requisite
      service period (usually the vesting period). No compensation cost is recognized
      for equity instruments for which employees do not render the requisite service.




Recent
      Accounting Pronouncements —In
      February 2007, the FASB issued Statement of Financial Accounting Standards
      No.
      159, “The Fair Value for Financial Assets and Financial Liabilities—including an
      amendment of FASB Statement No. 115”. This statement permits entities to choose
      to measure many financial instruments and certain other items at value. The
      objective is to improve financial reporting by providing entities with the
      opportunity to mitigate volatility in reported earnings caused by measuring
      related assets and liabilities differently without having to apply complex
      hedge
      accounting provisions. This Statement is expected to expand the use of fair
      value measurement, which is consistent with the Board’s long-term measurement
      objectives for accounting for financial instruments. Effective as of the
      beginning of an entity’s first fiscal year that begins after November 15, 2007.
      Early adoption is permitted as of the beginning of a fiscal year that begins
      on
      or before November 15, 2007, provided the entity also elects to apply the
      provisions of FASB Statement No. 157, *Fair
      Value Measurements.* No
      entity is permitted to apply the Statement retrospectively to fiscal years
      preceding the effective date unless the entity chooses early adoption. Early
      adoption of this standard is not expected to have a material effect on the
      Company’s results of operations or its financial position, but the Company is
      evaluating the Statement to determine what impact, if any, it will have on
      the
      Company.




F-6




**NOTE
      A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)**




Recent
      Accounting Pronouncements (cont’d)




In
      December 2007, the FASB issued SFAS 141(revised 2007), Business
      Combinations (“SFAS 141R”). SFAS 141R will significantly change the
      accounting for business combinations in a number of areas including the
      treatment of contingent consideration, contingencies, acquisition costs,
      IPR&D and restructuring costs. In addition, under SFAS 141R, changes in
      deferred tax asset valuation allowances and acquired income tax uncertainties
      in
      a business combination after the measurement period will impact income tax
      expense. SFAS 141R is effective for fiscal years beginning after
      December 15, 2008. The Company has not yet determined the impact, if any,
      of SFAS 141R on its consolidated financial statements.




In
      December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
      Consolidated Financial Statements, an amendment of ARB No. 51
      (“SFAS 160”). SFAS 160 will change the accounting and reporting for
      minority interests, which will be recharacterized as noncontrolling interests
      (NCI) and classified as a component of equity. This new consolidation method
      will significantly change the account with minority interest holders.
      SFAS 160 is effective for fiscal years beginning after December 15,
      2008. The Company has not yet determined the impact, if any, of SFAS 160 on
      its consolidated financial statements.




In
      March
      2008, the FASB issued Statement of Financial Accounting Standards No. 161,
      “Disclosures about Derivative Instruments and Hedging Activities—an amendment of
      FASB Statement No. 133”. This statement requires enhanced disclosures about an
      entity’s derivative and hedging activities and thereby improves the transparency
      of financial reporting. This Statement changes the disclosure requirements
      for
      derivative instruments and hedging activities. Entities are required to provide
      enhanced disclosures about (a) how and why an entity uses derivative
      instruments, (b) how derivative instruments and related hedged items are
      accounted for under Statement 133 and its related interpretations, and (c)
      how
      derivative instruments and related hedged items affect an entity’s financial
      position, financial performance, and cash flows. This Statement is effective
      for
      financial statements issued for fiscal years and interim periods beginning
      after
      November 15, 2008, with early application encouraged. This Statement encourages,
      but does not require, comparative disclosures for earlier periods at initial
      adoption. The adoption of this standard is not expected to have a material
      effect on the Company’s results of operations or financial
      position.




**NOTE
      B—SUPPLEMENTAL CASH FLOW INFORMATION**




Supplemental
      disclosures of cash flow information for the period ended June 30, 2008 is
      summarized as follows:




Cash
      paid
      during the period ended June 30, 2008 for interest and income
      taxes:


Income
                  Taxes
              
              $
              —Interest
              
              $
              —




F-7




**NOTE
      C—SEGMENT REPORTING**




In
      June
      1997, the Financial Accounting Standards Board issued Statement of Financial
      Accounting Standards No. 131, *“Disclosures
      about Segments of an Enterprise and Related Information.”* This
      statement requires companies to report information about operating segments
      in
      interim and annual financial statements. It also requires segment disclosures
      about products and services, geographic areas and major customers. The Company
      determined that it did not have any separately reportable operating segments
      as
      of June 30, 2008.




**NOTE
      D—GOING CONCERN**




As
      shown
      in the accompanying audited financial statements, the Company has suffered
      a
      loss from operations to date. It has experienced a loss of $11,395 since
      inception and has a negative working of capital. These factors raise substantial
      doubt about the Company’s ability to continue as a going concern.




Management’s
      plans in regard to this matter are to raise equity capital and seek strategic
      relationships and alliances in order to increase sales in an effort to generate
      positive cash flow. Additionally, the Company must continue to rely upon equity
      infusions from investors in order to improve liquidity and sustain operations.
      The financial statements do not include any adjustments that might result from
      the outcome of this uncertainty.




**NOTE
      E—CAPITAL STOCK**




The
      Company is authorized to issue 100,000,000 common shares at $.0001 par value
      per
      share.




During
      the period from inception (May 25, 2007) through June 30, 2008, the Company
      issued 1,000,000 to the following:


Gail
                  M. Davis
              
              
              900,000Barbara
                  Deadwiley
              
              
              100,000




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 June 30,
      2008, the Company issued no preferred shares.




**NOTE
      F—DEVELOPMENT
      STAGE COMPANY**




The
      Company is in the development stage as of June 30, 2008 and to date has had
      no
      significant operations. Recovery of the Company’s assets is dependent on future
      events, the outcome of which is indeterminable. In addition, successful
      completion of the Company’s development program and its transition, ultimately,
      to attaining profitable operations is dependent upon obtaining adequate
      financing to fulfill its development activities and achieving a level of sales
      adequate to support the Company’s cost structure.




**NOTE
      G—COMMITMENTS/RELATED PARTY TRANSACTIONS**




On
      July
      18, 2007, Gail Davis, the President and a member of the Board of Directors,
      loaned the Company the sum of $30,000 to pay certain costs and expenses in
      connection with the organization of the Company and the preparation and 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 back to
      Dr.
      Davis and retained the balance in the form of a Note Payable to Dr. Davis.
      The
      Note Payable in the amount of $15,000 is payable on demand with interest
      accruing at the rate of 8% per annum. As of June 30, 2008 the amount of interest
      accrued is $1,100.




F-8


**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. Our entire
      activity since inception has been to complete the registration of our class
      of
      common stock under the Exchange Act and to identify and investigate targets
      for
      an initial transaction.





We
      are
      currently in the process of evaluating and identifying targets for a Business
      Combination. We are not presently engaged in, and will not engage in, any
      substantive commercial business until we consummate a Business Combination.





Our
      management will have broad discretion in identifying and selecting a prospective
      Target Business. We have not established any specific attributes or criteria
      (financial or otherwise) for prospective Target Businesses. Neither of our
      officers and directors has ever served as an officer or director of a
      development stage public company with the business purpose of acquiring a Target
      Business. Accordingly, they may not successfully identify a Target Business
      or
      conclude a Business Combination. To the extent we affect a Business Combination
      with a financially unstable company or an entity in its early stage of
      development or growth, including entities without established records of sales
      or earnings, we may be affected by numerous risks inherent in the business
      and
      operations of financially unstable and early stage or potential emerging growth
      companies. If we consummate a Business Combination with a foreign entity, we
      will be subject to all of the risks attendant to foreign operations. Although
      our management will endeavor to evaluate the risks inherent in a particular
      Target Business, we cannot assure you that we will properly ascertain or assess
      all significant risk factors.





We
      expect
      that in connection with any Business Combination, we will issue a significant
      number of shares of our common stock (equal to at least 80% of the total number
      of shares outstanding after giving effect to the transaction, in order to ensure
      that Business Combination qualifies as a “tax free” transaction under federal
      tax laws). The issuance of additional shares of our capital stock:




·
            will
                significantly reduce the equity interest of our stockholders;
                and





·
            will
                cause a change in likely result in the resignation or removal of
                one or
                more of our present officers and
                directors.





Our
      management anticipates that the Company likely will be able to affect only
      one
      Business Combination, due primarily to our financial resources and the dilution
      of interest for present and prospective stockholders, which is likely to occur
      as a result of our management's plan to offer a controlling interest to a Target
      Business in order to achieve a tax free reorganization. This lack of
      diversification should be considered a substantial risk in investing in us,
      because it will not permit us to offset potential losses from one venture
      against potential gains from another.





2




Liquidity
      and Capital Resources .





During
      the next twelve months we anticipate incurring costs and expenses related to
      filing of Exchange Act reports and investigating and consummating a Business
      Combination. Management expects to fund additional costs and expenses which
      may
      be incurred in connection with due diligence activities and a Business
      Combination through loans or further investment in the Company, as and when
      necessary. We cannot provide investors with any assurance that we will have
      sufficient capital resources to identify a suitable Target Business, to conduct
      effective due diligence as to any Target Business or to consummate a Business
      Combination.





Results
      of Operations .





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





**Item
      3A(T). Controls and Procedures.**





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





The
      Company has evaluated the effectiveness of the design and operation of its
      disclosure controls and procedures as of June 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
      2.
      Changes in Securities and Small Business Issuer Purchase of Equity Securities.





(a) None.





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(b) None.





(c)
       During the three months ended June 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-QSB for the
                quarter ended June 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.




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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: August
              12, 2008
            By:
            /s/ Gail
              DavisGail
              Davis, President




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