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


**Washington,
      D.C. 20549**





**FORM
      10-QSB**





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





For
      the
      quarterly period ended: March 31, 2008





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





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 formerfiscal 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 May 9, 2008 there were 1,000,000 shares
      of
      common stock outstanding.





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





**PART
      I — FINANCIAL INFORMATION**





Item
      1.
      Financial Statements.




PageBalance
                  Sheet – March 31, 2008 (Unaudited)
              F-1Statement
                  of Operations
                Three
                  Months Ended March 31, 2008 (Unaudited) and
                March
                  31, 2007 (Unaudited)
              F-2Statement
                  of Stockholders Deficit (Unaudited)
              F-3Statement
                  of Cash Flows
                Three
                  Months Ended March 31, 2008 (Unaudited) and
                March
                  31, 2007 (Unaudited)
              F-4Notes
                  to Financial Statements (Unaudited)
              F-5
                  to F-8





**Pretoria****Resources
        Two, Inc.**
 **(A
        Development Stage Company)**
 **Balance
        Sheet—Unaudited**
 **As
        of March 31, 2008**
 
 ASSETSCURRENT
                        ASSETS:Cash
                    
                    $
                    5,205TOTAL
                        CURRENT ASSETS
                    
                    
                    5,205TOTAL
                        ASSETS
                    
                    $
                    5,205LIABILITIES
                        AND STOCKHOLDERS' DEFICITCURRENT
                        LIABILITIES:Shareholder
                        Loan
                    
                    
                    15,000TOTAL
                        CURRENT LIABILITIES
                    
                    
                    15,000TOTAL
                        LIABILITIES
                    
                    
                    15,000STOCKHOLDERS'
                        DEFICITPreferred
                        stock ($0.0001 par value; 10,000,000 shares authorized; no
                        shares issued
                        and outstanding at March 31, 2008)
                    
                    
                    -Common
                        stock ($0.0001 par value; 100,000,000 shares authorized:
                        1,000,000 issued
                        and outstanding at March 31, 2008)
                    
                    
                    100Paid
                        in Capital
                    
                    
                    -Retained
                        Deficit
                    
                    
                    (9,895
                    )TOTAL
                        STOCKHOLDERS' DEFICIT
                    
                    
                    (9,795
                    )TOTAL
                        LIABILITIES AND STOCKHOLDERS' DEFICIT
                    
                    $
                    5,205
  F-1
  **Pretoria
        Resources Two, Inc.**
 **(A
        Development Stage Company)**
 **Statement
        of Operations—Unaudited**
 **For
        the Three Months Ended March 31, 2008**
 
 
 CumulativeFor the Three
              
              TotalsMonths Ended
              
              Since InceptionMarch 31, 2008
              
              May 25, 2007REVENUES:Income
              
              $
              -
              
              $
              -Total
                  Revenue
              
              
              -
              
              
              -EXPENSES:Professional
                  Fees
              
              
              -
              
              
              9,895Selling,
                  General, and Administrative
              
              
              -
              
              
              -Total
                  Expenses
              
              
              -
              
              
              9,895Loss
                  from operations
              
              $
              -
              
              $
              (9,895
              )Provision
                  for income taxes
              
              
              -
              
              
              -NET
                  LOSS
              
              $
              -
              
              $
              (9,895
              )Basic
                  and fully diluted net loss per common share:
              
              $
              -
              
              $
              (0.010
              )Weighted
                  average common shares outstanding
              
              
              1,000,000
              
              
              1,000,000
  F-2
  **Pretoria
        Resources Two, Inc.**
 **(A
        Development Stage Company)**
 **Statement
        of Stockholders' Deficit—Unaudited**
 **For
        the Three Months Ended March 31, 2008**
 
 
 AdditionalCommon Stock
              
              Preferred stock
              
              Paid-in
              
              DeficitShares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              AccumulatedBalances,
                  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
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Balances,
                  March 31, 2008
              
              
              2,000,000
              
              $
              200
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              (9,895
              )
  F-3
  **Pretoria
        Resources Two, Inc.**
 **(A
        Development Stage Company)**
 **Statement
        of Cash Flows—Unaudited**
 **For
        the Three Months Ended March 31, 2008 and 2007**
 
 
 CumulativeFor the Three
              
              TotalsMonths Ended
              
              Since InceptionMarch 31, 2008
              
              May 25, 2007CASH FLOWS
                  FROM OPERATING ACTIVITIES:Net
                  loss
              
              $
              -
              
              $
              (9,895
              )Adjustments
                  to reconcile net (loss) to net cash used in operations:Increase/(decrease)
                  in Accrued Expenses
              
              
              -
              
              
              -NET
                  CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
              
              
              -
              
              
              (9,895
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Shareholder
                  Loan
              
              
              -
              
              
              15,000Capital
                  Stock purchase
              
              
              -
              
              
              100NET
                  CASH PROVIDED BY (USED IN) FINANCINGACTIVITIES
              
              
              -
              
              
              15,100NET
                  INCREASE (DECREASE) IN CASH AND CASHEQUIVALENTS
              
              
              -
              
              
              5,205CASH
                    AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD
              
              
              5,205
              
              
              -END
                  OF THE PERIOD
              
              $
              5,205
              
              $
              5,205***SUPPLEMENTAL
                  DISCLOSURES OF CASH FLOW INFORMATION:******CASH
                  PAID DURING THE PERIOD FOR:*****Interest**
              
              **$**
              **-**
              
              **$**
              **-****Taxes**
              
              **$**
              **-**
              
              **$**
              **-**
  F-4
  ***NOTES
        TO THE UNAUDITED FINANCIAL STATEMENTS***
 ***AS
        OF MARCH 31, 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.
  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.
  F-5
  **NOTE
        A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)**
  Fair
        Value of Financial Instruments —The
        carrying amounts reported in the balance sheet for cash, accounts receivable
        and
        payable approximate fair value based on the short-term maturity of these
        instruments.
  Accounts
        Receivable —Accounts
        deemed uncollectible are written off in the year they become uncollectible.
        As
        of March 31, 2008 the balance in Accounts Receivable was $0.
  Impairment
        of Long-Lived Assets —The
        Company evaluates the recoverability of its fixed assets and other assets
        in
        accordance with Statement of Financial Accounting Standards No. 144,
“ *Accounting
        for the Impairment or Disposal of Long-Lived Assets” (“SFAS
        144’).* SFAS 144
        requires recognition of impairment of long-lived assets in the event the
        net
        book value of such assets exceeds its expected cash flows, it is considered
        to
        be impaired and is written down to fair value, which is determined based
        on
        either discounted future cash flows or appraised values. The Company adopted
        the
        statement on inception. No impairments of these types of assets were recognized
        during the period ended June 30, 2007.
  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.
  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.
  F-6
  **NOTE
        A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)**
  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.
  **NOTE
        B—SUPPLEMENTAL CASH FLOW INFORMATION**
  Supplemental
        disclosures of cash flow information for the period ended June 30, 2007 is
        summarized as follows:
  Cash
        paid
        during the period ended March 31, 2008 for interest and income
        taxes:
 
 Income
                  Taxes
              
              $
              —Interest
              
              $
              —
  **NOTE
        C—SEGMENT REPORTING**
  In
        June
        1997, the Financial Accounting Standards Board issued Statement of Financial
        Accounting Standards No. 131, *“Disclosures
        about Segments of an Enterprise and Related Information.”* This
        statement requires companies to report information about operating segments
        in
        interim and annual financial statements. It also requires segment disclosures
        about products and services, geographic areas and major customers. The Company
        determined that it did not have any separately reportable operating segments
        as
        of June 30, 2007.
  **NOTE
        D—GOING CONCERN**
  As
        shown
        in the accompanying audited financial statements, the Company has suffered
        a
        loss from operations to date. It has experienced a loss of $9,895 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 March 31, 2008, the Company
        issued 1,000,000 to the following:
  Gail
                  M. Davis
              900,000Barbara
                  Deadwiley
              100,000
  F-7
  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,
        2008, the Company issued no preferred shares.
  **NOTE
        F – DEVELOPMENT STAGE COMPANY**
  The
        Company is in the development stage as of March 31, 2008 and to date has
        had no
        significant operations. Recovery of the Company’s assets is dependent on future
        events, the outcome of which is indeterminable. In addition, successful
        completion of the Company’s development program and its transition, ultimately,
        to attaining profitable operations is dependent upon obtaining adequate
        financing to fulfill its development activities and achieving a level of
        sales
        adequate to support the Company’s cost structure.
  **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.
  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 March 31, 2008 (the “Evaluation Date”).
      Such evaluation was conducted under the supervision and with the participation
      of the Company’s principal executive officer who also is our principal financial
      officer. Based upon such evaluation, the Company’s principal executive officer
      has concluded that, as of the Evaluation Date, the Company’s disclosure controls
      and procedures were effective. There have been no changes in the Company’s
      internal controls over financial reporting that occurred during the Company’s
      most recent fiscal quarter, that have materially affected, or are reasonably
      likely to materially affect, the Company’s internal controls over financial
      reporting.





**PART
      II — OTHER INFORMATION**





Item
      1.
      Legal Proceedings.





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





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





(a) None.


3


(b) None.





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





(d) None.





(e) None.





Item
      3.
      Defaults Upon Senior Securities.





None.





Item
      4.
      Submission of Matters to a Vote of Security Holders.





None.





Item
      5.
      Other Information.





On
      September 25, 2007 (prior to the effective date of the Company’s registration
      statement on Form 10-SB), the Board of Directors and the holders of all
      outstanding shares of the capital stock of Pretoria Resources, Inc., a Delaware
      corporation, adopted resolutions authorizing a change of the Company’s domicile
      from the State of Delaware to the State of Nevada. The change of domicile was
      accomplished by organizing a Nevada corporation having the name “Pretoria
      Resources Two, Inc.” and the same capitalization as the Delaware corporation,
      adopting an Agreement and Plan of Merger by both entities and the shareholders
      of both entities, and merging the Delaware corporation into the Nevada
      corporation. The merger was effective as of October 1, 2007. The Nevada
      corporation is the successor in interest to the Delaware
      corporation.





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 March 31, 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:
            May
                9, 2008
            
            By:
            /s/
                Gail DavisGail
                Davis, President


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