Queen 2, Inc. – ‘10SB12G’ on 9/6/06

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Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Registration of Securities of a Small-Business        31    132K 
                          Issuer                                                 
 2: EX-3.(I)    Articles of Incorporation/Organization or By-Laws   HTML      3K 

10SB12G   —   Registration of Securities of a Small-Business Issuer
Document Table of Contents

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 U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-SB

 GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS

 UNDER SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission file number ______

 Queen 2, Inc.
(Name of Small Business Issuer in its charter)

   Nevada                                               20-5159894
   ------                                               ----------
(State of Incorporation)                                   (I.R.S. Employer   
                                                         Identification No.)

468 Queen Street East, Suite 202
 Toronto, Ontario Canada M5A 1T7
 (Address of Registrant's Principal Executive Offices)

(416) 500-3282
 (Issuer's telephone number)

Securities to be Registered Under Section 12(b) of the Act: None

 Securities to be Registered Under Section 12(g) of the Act:

 Common Stock $0.001 Par Value
(Title of Class)

Copies to:

MergerLaw Associates Limited
 Attn: Preston J. Shea, Esq.
468 Queen Street East, Suite 202
Toronto, Ontario
Canada M5A 1T7

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 QUEEN 2, INC.

 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]

                                                                         Page          
                                                                                       
Part I                                                                                 

Item 1.  Description of Business                                           3           

Item 2.  Management's Discussion and Analysis or Plan of Operation.        5           

         RISK FACTORS                                                      6           

Item 3.  Description of Property                                           9           

Item 4.  Security Ownership of Certain Beneficial Owners and Management.   9           

Item 5.  Directors, Executive Officers, Promoters and Control Persons      10          

Item 6.  Executive Compensation                                            12          

Item 7.  Certain Relationships and Related Transactions                    12          

Item 8.  Description of Securities                                         12          

Part II                                                                                

Item 1.  Market for Common Equity and Related Stockholder Matters          12          

Item 2.  Legal Proceedings                                                 13          

Item 3.  Changes in and Disagreements with Accountants                     13          

Item 4.  Recent Sales of Unregistered Securities                           13          

Item 5.  Indemnification of Directors and Officers                         13          

Part F/S                                                                               

Report of Independent Registered Public Accounting Firm                    14          
         Table of Contents:                                                15          
         - Balance Sheet                                                   16          
         - Statement of Earnings and Retained Earnings                     17          
         - Statement of Cash Flows                                         18          
         - Statement of Stockholders Equity                                19          
         - Notes to Financials                                             20          

Part III                                                                               

Item 1.  Index to Exhibits                                                 23          
         - Bylaws                                                          24          
         - Articles of Incorporation                                       Attachment 1

Signatures                                                                 31          

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PART I                                                                          
ITEM 1.   DESCRIPTION OF BUSINESS                                               

a) Business Development.                                                        

Queen 2, Inc. was incorporated in the State of Nevada on June 29, 2006. The     
Company was formed to pursue a business combination with target business        
opportunity yet to be identified and to provide a method for a domestic or      
foreign private company to become a reporting company whose securities would be 
qualified for trading in the United States secondary market. As of this date the
company has made no efforts to identify a possible business combination and has 
not conducted negotiations or entered into a letter of intent with or concerning
any target business opportunity and there can be no assurances that we will be  
successful in locating or negotiating with any target business opportunity. We  
have been in the developmental stage since inception and have no other          
operations to date other than issuing shares to our original shareholders.      

Queen 2, Inc. has not been involved in any bankruptcy, receivership, or similar 
proceeding. The Company has not undergone any material reclassification, merger,
consolidation, or purchase or sale of a significant amount of assets not in the 
ordinary course of business.                                                    

b) Business of the Issuer                                                       

Queen 2, Inc. is a "blank check" company within the meaning of Section 3 (a)(51)
of the Exchange Act of 1934, as amended, (the "Exchange Act"). U.S. Securities  
and Exchange Commission ( "SEC") defines such a company as "any development     
stage company that is issuing a penny stock, and that has no specific business  
plan or purpose, or has indicated that its business plan is to merge with an    
unidentified company or companies." The Company also qualifies as a "shell      
company," further to SEC Rule 12b-2 of the Securities Act of 1933, as amended   
(the "Securities Act"), because it has no or nominal assets (other than cash)   
and no or nominal operations.                                                   

Management does not intend to undertake any efforts to cause a market to develop
in our securities, either debt or equity, until we have successfully combined   
with a business opportunity. The company is voluntarily filing this Registration
Statement with the Securities and Exchange Commission and is under no obligation
to do further to the Securities and Exchange Act of 1934. The Company believes  
that being a reporting company under the Exchange Act of 1934, as amended, could
provide a prospective acquisition or merger candidate with additional           
information concerning the Company that might make the Company more attractive  
to a business opportunity as a potential business combination. When the         
Registration Statement becomes effective the Company will comply with the       
periodic reporting requirements of the Exchange Act for so long as the Company  
is subject to those requirements.                                               

The Company was organized as a vehicle to investigate and combine with where    
appropriate a target business opportunity seeking the perceived advantages of   
being a publicly held corporation. The Company's principal business objective   
for the next 12 months will be to achieve a combination with a business         
opportunity. The Company will not restrict its potential candidate target       
business opportunity to any specific business, industry or geographical location
and, thus, may acquire any type of business. The Company may investigate and    
ultimately acquire a venture that is in its preliminary or development stage, is
already in operation, or in various stages of its corporate existence and       
development. However, there can be no assurance that the Company will have the  
ability to combine with an operating business, business opportunity, or property
that will be of material benefit to the Company. The analysis of new business   
opportunities will be undertaken by or under the supervision of the officers and
directors of the Registrant who are not professional business analysts and in   
all likelihood will not be experienced in matters relating to the target        
business opportunity.                                                           

The Registrant has unrestricted flexibility in seeking, analyzing and           
participating in potential business opportunities. In its efforts to analyze    
potential acquisition targets, the Registrant will consider among other factors 
the following kinds of factors:                                                 

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       (a)    Potential for growth, indicated by new technology, anticipated
market expansion or new products;               

       (b)   Competitive position as compared to other firms of similar size
              and experience within the industry segment as well as within the
industry as a whole;                              

 (c)    Strength and diversity of management, either in place or
scheduled for recruitment;                      

      (d)    Capital requirements and anticipated availability of required
           funds, to be provided by the Registrant or from operations,
        through the sale of additional securities, through joint
       ventures or similar arrangements or from other sources;

       (e)    The cost of participation by the Registrant as compared to the
        perceived tangible and intangible values and potentials;

      (f)    The extent to which the business opportunity can be advanced;

       (g)    The accessibility of required management expertise, personnel,
          raw materials, services, professional assistance and other
required items; and                             

(h)    Other relevant factors.                                

In applying the foregoing criteria, no one of which will be controlling,        
management will attempt to analyze all factors and circumstances and make a     
determination based upon reasonable investigative measures and available data.  
Potentially available business opportunities may occur in many different        
industries, and at various stages of development, all of which will make the    
task of comparative investigation and analysis of such business opportunities   
extremely difficult and complex. Due to the Registrant's limited capital        
available for investigation, the Registrant may not discover or adequately      
evaluate adverse facts about the opportunity to be acquired. The manner in which
the Registrant participates in a target business opportunity will depend upon   
the nature of the target business opportunity, the respective needs and desires 
of the Registrant and the promoters of the target business opportunity, and the 
relative negotiating strength of the Registrant and such promoters.             

Form of Potential Business Combination                                          

It is likely that the Registrant will acquire its participation in a business   
opportunity through the issuance of common stock or other securities of the     
Registrant. In most instances the target business opportunity will wish to      
structure the business combination, acquisition or merger within the definition 
of a tax-free reorganization further to Section 351 or 368 of the Internal      
Revenue Code of 1986, as amended. Although the terms of any such transaction    
cannot be predicted, it should be noted that in certain circumstances the       
criteria for determining whether or not an acquisition is a so-called "tax free"
reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as 
amended (the "Code"), depends upon whether the owners of the acquired business  
own 80% or more of the voting stock of the surviving entity. If a transaction   
were structured to take advantage of these provisions rather than other "tax    
free" provisions provided under the Code, all prior stockholders would in such  
circumstances retain 20% or less of the total issued and outstanding shares.    
Under other circumstances, depending upon the relative negotiating strength of  
the parties, prior stockholders may retain substantially less than 20% of the   
total issued and outstanding shares of the surviving entity. This could result  
in substantial additional dilution to the equity of those who were stockholders 
of the Registrant prior to such reorganization. The present stockholders of the 
Registrant will likely not have control of a majority of the voting shares of   
the Registrant following a reorganization transaction. As part of such a        
transaction, all or a majority of the Registrant's directors may resign and new 
directors may be appointed without any vote by stockholders.                    

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In the case of a business combination, the transaction may be accomplished upon 
the sole determination of management without any vote or approval by            
stockholders. In the case of a statutory merger or consolidation directly       
involving the Company, it will likely be necessary to call a stockholders'      
meeting and obtain the approval of the holders of a majority of the outstanding 
shares. The necessity to obtain such stockholder approval may result in delay   
and additional expense in the consummation of any proposed transaction and will 
also give rise to certain appraisal rights to dissenting stockholders. Most     
likely, management will seek to structure any such transaction so as not to     
require stockholder approval.                                                   

It is anticipated that the investigation of specific business opportunities and 
the negotiation, drafting and execution of relevant agreements, disclosure      
documents and other instruments will require substantial management time and    
attention and substantial cost for accountants, attorneys and others. If a      
decision is made not to participate in a specific business opportunity, the     
costs theretofore incurred in the related investigation would not be            
recoverable. Furthermore, even if an agreement is reached for the participation 
in a specific business opportunity, the failure to consummate that transaction  
may result in the loss to the Registrant of the related costs incurred.         

We presently have no employees apart from our current management. Our officers  
and sole director are engaged in outside business activities and we anticipate  
that will devote very limited time to our business until the acquisition of a   
successful business opportunity has been identified. We expect no significant   
changes in the number of our employees other than such changes, if any, as are  
incident to a business combination.                                             

(c) Reports to Security Holders.                                                

     (1)   The Company is not required to deliver an annual report to security
        holders and at this time does not anticipate the distribution of
such a report.                                          

   (2)   The Company will file reports with the SEC. The Company will be a
      reporting company and will comply with the requirements of the
Exchange Act.                                           

   (3)   The public may read and copy any materials the Company files with
       the SEC at the SEC's Public Reference Room at 450 Fifth Street,
          N.W., Washington, D.C. 20549. The public may obtain information on
        the operation of the Public Reference Room by calling the SEC at
        1-800-SEC-0330. Additionally, the SEC maintains an Internet site
          that contains reports, proxy and information statements, and other
            information regarding issuers that file electronically with the SEC,
which can be found at http://www.sec.gov.               

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION              

The Company was organized as a vehicle to investigate and, if such investigation
warrants, combine with a target business opportunity seeking the perceived      
advantages of being a publicly held corporation. During the next 12 months we   
anticipate incurring costs related to filing of Exchange Act reports and costs  
related to consummating a business combination.. The Company does not currently 
engage in any business activities that provide cash flow. The costs of          
investigating and analyzing business combinations for the next 12 months will be
paid with money in our treasury and additional amounts, as necessary, will be   
loaned to or invested in the Company by our stockholders, management or other   
investors.                                                                      

The Company may consider a business opportunity which has recently commenced    
operations, or is a developing company in need of additional funds for expansion
into new products or markets, or is seeking to develop a new product or service,
or is an established business which may be experiencing financial or operating  
difficulties and is in need of additional capital. In the alternative, a        
business combination, acquisition or merger may be concluded with a company that
does not need substantial additional capital, but which desires to establish a  
public trading market for its shares, while avoiding, among other things, the   
time delays, significant expense, and loss of voting control which may occur in 
a public offering.                                                              

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Our officers and sole director have not had any preliminary contact or          
discussions with any representative of any other entity regarding a business    
combination with the Company. Any target business that is selected may be a     
financially unstable company or an entity in its early stages of development or 
growth, including entities without established records of sales or earnings. In 
that event, we will be subject to numerous risks inherent in the business and   
operations of financially unstable and early stage or potential emerging growth 
companies. In addition, we may effect a business combination with an entity in  
an industry characterized by a high level of risk, and, although our management 
will endeavor to evaluate the risks inherent in a particular target business,   
there can be no assurance that we will properly ascertain or assess all         
significant risks.                                                              

The Company anticipates that the selection of a business combination will be    
complex and extremely risky. Because of general economic conditions, rapidly    
changing technologies occurring in some industries and shortages of available   
capital, our management believes that there are numerous firms seeking even the 
limited additional capital that we will have and/or the perceived benefits of   
becoming a publicly traded corporation. Such perceived benefits of becoming a   
publicly traded corporation include, among other things, facilitating or        
improving the terms on which additional equity financing may be obtained,       
providing liquidity for the principals of and investors in a business, creating 
a means for providing incentive stock options or similar benefits to key        
employees, and offering greater flexibility in structuring acquisitions, joint  
ventures and the like through the issuance of stock. Potentially available      
business combinations may occur in many different industries and at various     
stages of development, all of which will make the task of comparative           
investigation and analysis of such business opportunities extremely difficult   
and complex.                                                                    

RISK FACTORS

AN INVESTMENT IN THE COMPANY IS HIGHLY SPECULATIVE IN NATURE AND INVOLVES AN    
EXTREMELY HIGH DEGREE OF RISK.                                                  

1.    We have no operating history.                                             

We have no operating history nor any revenues or earnings from operations. We   
have no significant assets or financial resources. It is highly likely that we  
will sustain expenses associated with maintaining a shell operation while       
endeavoring to identify a target business opportunity. Although our target      
business evaluation will seek to combine with a business opportunity that       
generates revenue, profits, and immediate cash flow, there can be no assurance  
that if and when we have identified and consummated a business combination with 
a target business opportunity that we will be able to generate revenue, profits 
or cash flow.                                                                   

2.    We have no existing agreement for a business combination or other         
transaction.                                                        

We have no arrangement, agreement or understanding with respect to engaging in a
combination, acquisition or merger of a private or public business opportunity. 
No assurances can be given that we will successfully identify and evaluate      
suitable business opportunities or that we will conclude any sort of business   
combination. Management has not identified any particular industry or specific  
business within any industry for evaluation. We cannot guarantee that we will be
able to negotiate a business combination on favorable terms, and there is       
consequently a risk that future funds allocated to the purchase of our shares   
will not be invested in a company with active business operations.              

3.    Our future success is highly dependent on the ability of management to    
locate and attract a suitable acquisition.                          

The nature of our operations is highly speculative and there is a consequent    
risk of loss of your investment. The success of our plan of operation will      
depend to a great extent on the operations, financial condition and management  
of an identified business opportunity. While management intends to seek business
combination(s) with entities having established operating histories, we cannot  
assure you that we will be successful in locating candidates meeting that       
criteria. In the event we complete a business combination, the success of our   
operations may be dependent upon management of the successor business or joint  
venture partner and numerous other factors beyond our control.                  

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4.    Management intends to devote only a limited amount of time to seeking a   
target company which may adversely impact our ability to identify a 
suitable acquisition candidate.                                     

While seeking a business combination, management anticipates devoting no more   
than a few hours per week to the Company's affairs in total. Our officers and   
director have not entered into any written employment agreements with the       
Company and are not expected to do so in the foreseeable future. This limited   
commitment may adversely impact our ability to identify and consummate a        
successful business combination.                                                

5.    The Company has conducted no market research or identification of business
 opportunities, which may affect our ability to identify a business to
merge with or acquire.                                              

We have neither conducted nor have others made available to us results of market
research concerning prospective business opportunities. Therefore, we have no   
assurances that market demand exists for a merger or acquisition of a business  
opportunity as contemplated by us. Our management has not identified any        
specific business combination or other transactions for formal evaluation by us,
such that it may be expected that any such target business opportunity or       
transaction will present such a level of risk that conventional private or      
public offerings of securities or conventional bank financing will not be       
available. There is no assurance that we will be able to combine with, acquire, 
or merger with a business opportunity on terms favorable to us. Decisions as to 
which business opportunity to participate in will be made unilaterally by our   
management who may act without the consent, vote or approval of our             
stockholders.                                                                   

6.    There may be conflicts of interest between our management and our         
non-management stockholders.                                        

Conflicts of interest create the risk that management may have an incentive to  
act adversely to the interests of other investors. A conflict of interest may   
arise between our management's personal pecuniary interest and its fiduciary    
duty to our stockholders. Further, our management's own pecuniary interest may  
at some point compromise its fiduciary duty to our stockholders. In addition,   
our officers and sole director are currently involved with other blank check    
companies and conflicts in the pursuit of business combinations with such other 
blank check companies with which they are involved, or may be in the future may 
arise. If we and the other blank check companies with which our officers and    
sole director are affiliated desire to take advantage of the same business      
opportunity, then the officers and director that are affiliated with both       
companies would have to abstain from voting upon that business opportunity.     

7.    The time and cost of preparing a private company to become a public       
reporting company may preclude us from entering into a merger or    
acquisition with the most attractive private companies.             

Target companies that fail to comply with SEC reporting requirements may delay  
or preclude a business combination, acquisition, or merger with a business      
opportunity. Sections 13 and 15(d) of the Exchange Act require reporting        
companies to provide certain information about significant acquisitions,        
including certified financial statements of the company acquired, possibly      
covering one, two, or three years, depending on the relative size of the        
acquisition. The time and additional costs that may be incurred by some target  
entities to prepare those statements may significantly delay or essentially     
preclude a business combination, acquisition merger. Consequently, otherwise    
suitable acquisition prospects that do not have or are unable to obtain the     
required audited statements may be inappropriate for acquisition as long as the 
reporting requirements of the Exchange Act remain applicable.                   

8.    There is competition for those private companies suitable for a merger    
transaction of the type contemplated by management.                 

We are in a highly competitive market for a small number of business            
opportunities which could reduce the likelihood of consummating a successful    
business combination. We are and will continue to be an insignificant           
participant in the business of seeking business combinations, acquisitions,     
mergers, joint ventures or acquisitions of small private and public entities. A 
large number of established and well-financed entities, including small public  
companies and venture capital firms, are active in mergers and acquisitions of  

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companies that may be desirable target candidates for us. Nearly all these      
entities have significantly greater financial resources, technical expertise and
managerial capabilities than we do; consequently, we will be at a competitive   
disadvantage in identifying possible business opportunities and successfully    
completing a business combination. These competitive factors may reduce the     
likelihood of our identifying and consummating a successful business            
combination.                                                                    

9.    The Company may be subject to further government regulation which would   
adversely affect our operations.                                    

Although we will be subject to the reporting requirements under the Exchange    
Act, management believes we will not be subject to regulation under the         
Investment Company Act of 1940, as amended (the "Investment Company Act"), since
we will not be engaged in the business of investing or trading in securities. If
we engage in business combinations which result in our holding passive          
investment interests in a number of entities, we could be subject to regulation 
under the Investment Company Act. If so, we would be required to register as an 
investment company and could be expected to incur significant registration and  
compliance costs. We have obtained no formal determination from the SEC as to   
our status under the Investment Company Act and, consequently, violation of the 
Investment Company Act could subject us to material adverse consequences.       

10.   Any potential acquisition or merger with a foreign company may subject us 
to additional risks.                                                

If we enter into a business combination, acquisition or merger with a foreign   
concern, we will be subject to risks inherent in business operations outside of 
the United States. These risks include, for example, currency fluctuations,     
regulatory problems, punitive tariffs, unstable local tax policies, trade       
embargoes, risks related to shipment of raw materials and finished goods across 
national borders and cultural and language differences. Foreign economies may   
differ favorably or unfavorably from the United States economy in growth of     
gross national product, rate of inflation, market development, rate of savings, 
and capital investment, resource self-sufficiency and balance of payments       
positions, and in other respects.                                               

11.   There is currently no trading market for our common stock.                

Our outstanding shares of our common stock cannot be offered, sold, pledged or  
otherwise transferred unless subsequently registered pursuant to, or exempt from
registration under, the Securities Act and any other applicable federal or state
securities laws or regulations. These restrictions will limit the ability of our
stockholders to liquidate their investment.                                     

12.   The Company may be subject to certain tax consequences in our business,   
which may increase our cost of doing business.                      

We may not be able to structure our acquisition to result in tax-free treatment 
for the companies or their stockholders, which could deter third parties from   
entering into certain business combinations with us or result in being taxed on 
consideration received in a transaction. Currently, a transaction may be        
structured so as to result in tax-free treatment to both companies, as          
prescribed by various federal and state tax provisions. We intend to structure  
any business combination so as to minimize the federal and state tax            
consequences to both us and the target entity. We cannot guarantee however that 
the business combination will meet the statutory requirements of a tax-free     
reorganization or that the parties will obtain the intended tax-free treatment  
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes that may have an adverse      
effect on both parties to the transaction.                                      

13.   The Company intends to issue more shares in a merger or acquisition, which
will result in substantial dilution.                                

Our Certificate of Incorporation authorizes the issuance of a maximum of        
100,000,000 shares of common stock and no preferred stock. Any merger or        
acquisition with a business opportunity effected by us may result in the        
issuance of additional securities without stockholder approval and may result in
substantial dilution in                                                         

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the percentage of our common stock held by our then existing stockholders.      
Moreover, the common stock issued in any such merger or acquisition transaction 
may be valued on an arbitrary or non-arm's-length basis by our management,      
resulting in an additional reduction in the percentage of common stock held by  
our then existing stockholders. Our Board of Directors has the power to issue   
any or all of such authorized but un-issued shares without stockholder approval.
To the extent that additional shares of common stock or preferred stock are     
issued in connection with a business combination or otherwise, dilution of the  
interests of our stockholders will occur and the rights of the holders of common
stock may be materially and adversely affected.                                 

14.   Because we may seek to complete a business combination through a "reverse 
   merger", following such a transaction we may not be able to attract the
attention of major brokerage firms.                                 

Additional risks may exist since we will assist a privately held business to    
become public through a "reverse merger." Securities analysts of major brokerage
firms may not provide coverage of our Company since there is no incentive for   
brokerage firms to recommend the purchase of our common stock. No assurance can 
be given that brokerage firms will want to conduct any secondary offerings on   
behalf of our post-merger company in the future.                                

15.   We cannot assure you that following a business combination with an        
      operating business, our common stock will be listed on NASDAQ or any other
securities exchange.                                                

Following a business combination, we may seek the listing of our common stock on
NASDAQ or the American Stock Exchange. However, we cannot assure you that       
following such a transaction, we will be able to meet the initial listing       
standards of either of those or any other stock exchange, or that we will be    
able to maintain a listing of our common stock on either of those or any other  
stock exchange. After completing a business combination, until our common stock 
is listed on the NASDAQ or another stock exchange, we expect that our common    
stock would be eligible to trade on the OTC Bulletin Board, another             
over-the-counter quotation system, or on the "pink sheets," where our           
stockholders may find it more difficult to dispose of shares or obtain accurate 
quotations as to the market value of our common stock. In addition, we would be 
subject to an SEC rule that, if it failed to meet the criteria set forth in such
rule, imposes various practice requirements on broker-dealers who sell          
securities governed by the rule to persons other than established customers and 
accredited investors. Consequently, such rule may deter broker-dealers from     
recommending or selling our common stock, which may further affect its          
liquidity. This would also make it more difficult for us to raise additional    
capital following a business combination.                                       

ITEM 3. DESCRIPTION OF PROPERTY                                                 

The Company has no properties and at this time has no agreements to acquire any 
properties. The Company uses the offices of management at no cost to the        
Company. The Company currently has no policy with respect to investments or     
interests in real estate, real estate mortgages or securities of, or interests  
in, persons primarily engaged in real estate activities.                        

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT          

(a) Security ownership of certain beneficial owners.                            

The following table sets forth, as of August 29, 2006 the number of shares of   
Common Stock owned of record and beneficially by executive officers, directors  
and persons who hold 5% or more of the outstanding Common Stock of the Company. 

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                                                        [Enlarge/Download Table]

Name and Address                 Amount and Nature of Beneficial  Percentage of Class
                                            Ownership                                
                                                                                     
Julius Csurgo                                100,000                       1%        

 Preston  Shea                               100,000                       1%        

All Officers and Directors as a                 0                          0%        
group ( (____individual(s))                                                          

    (1) Mr. Csurgo is President, Treasurer and Sole Director of the Company.

ITEM 5.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS           

      Our sole director and officers and additional information concerning
them are as follows:                                                            

NAME                  AGE               POSITION                                
----                  ---               --------                                

Julius Csurgo         51                President,  Treasurer and               
               Sole Director *

Preston Shea          58                Secretary                               

*The term of office of the sole director expires at our annual meeting of       
stockholders or until successor(s) is/are duly elected and qualified.           

Julius Csurgo, President, Treasurer, and Sole Director.                         

Mr. Csurgo, founder and Managing Director of Merger Law Associates, brings a    
wealth of entrepreneurial and financial experience to the business. He has been 
involved in many facets of real estate, retail and financial businesses,        
consulting for emerging growth companies and has tremendous experience in       
building highly successful enterprises, from start-up to profitability. He has  
fifteen years in the commercial real estate industry and has nurtured many      
partnerships in developing and managing commercial properties, having been      
involved in over $1 billion of real estate projects. He has also had success    
spearheading the creation and development of successful ventures in direct      
marketing and retail in North America, Europe and Japan.                        

More recently, he has focused his consulting efforts on reorganizing and        
financing early stage and micro-cap companies. This includes assisting companies
to enter the public markets within the OTCBB and Pink Sheets venues, having put 
together an expert team with experience in most aspects of securities law and   
regulation. In 2005, he successfully brought 17 different companies to the      
public markets in the U.S.                                                      

Recently, he has broadened the financial services capabilities of the Company to
include the London and Frankfurt exchanges as options for emerging growth       
companies. Additionally, he has expanded the service capabilities of the Group  
to include merchant banking and venture funding, leveraging his extensive       
network of contacts, and establishing sister companies to focus on these areas. 

Preston Shea, Secretary                                                         

Mr. Shea combines a broad perspective of legal experience with a consummate     
entrepreneurial background. He is qualified to practice law in Canada and the   
United States and for a period of time was part of the Diplomatic corp. of the  
Government of Canada at the Canadian Consulate, Los Angeles. His law practice   
experience includes corporate-commercial, NAFTA, commercial real estate,        
securities, and Canada-U.S. immigration law.                                    

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His work for the Government of Canada included appointments as the Chief of     
Staff - Federal Minister of the Environment, Special Assistant- Federal Minister
of International Trade, and Senior Investment Advisor- Canadian Consulate Los   
Angeles.                                                                        

He has acted as both in-house legal counsel and executive for corporations in a 
wide range of industries that span retail, aerospace, property management and   
leasing, real estate, construction and development, international trade, and    
brewery sectors. This experience includes extensive work on international       
business matters and developing agreements with partners and suppliers in       
Russia, China, Germany, Australia, Canada and the United States.                

Preston has held senior management and or in-house positions with Studio One    
Media, Inc., Mobile Assets Corporation, Global Heat Transfer Ltd.,              
StarEnvirotech Inc., Parliament Construction Ltd., Telephone Network Services,  
Inc., Trans Continental Trading, Inc., The Penobscot Building Inc., Labatt      
Breweries, and exercised Board responsibilities with several of those           
organizations.                                                                  

His unique balance of business acumen and legal skills, coupled with significant
international experience, allows him to play a leadership role in the control   
and administration of our securities and business projects and in developing    
strategic relationships, agreements, and transactions with global partners.     

B. Significant Employees. None.                                                 

C. Family Relationships. None.                                                  

D. Involvement in Certain Legal Proceedings. There have been no events under any
bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or
decrees material to the evaluation of the ability and integrity of any director,
executive officer, promoter or control person of Registrant during the past five
years.                                                                          

E. The Board of Directors acts as the Audit Committee and the Board has no      
separate committees. The Company has no qualified financial expert at this time 
because it has not been able to hire a qualified candidate. Further, the Company
believes that it has inadequate financial resources at this time to hire such an
expert. The Company intends to continue to search for a qualified individual for
hire.                                                                           

OTHER BLANK CHECK COMPANY / EXPERIENCE                                          

As indicated below, members of management also serve as officers and directors  
of:                                                                             

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------------------
Name             Filing Date       Status     SEC File     Pending Business    Additional Information      
                 Registration                 Number       Combinations                                    
                 Statement                                                                                 
-----------------------------------------------------------------------------------------------------------
                                                                                                           
Interlotto       August 28, 2006                           None                Julius Csurgo serves as     
Int'l Holding,                                                                 President, Treasurer and    
Inc.                                                                           Sole Director of Queen 2,   
                                                                               Inc.                        

                                                                               Preston Shea serves as      
                                                                               Secretary                   

Queen 1, Inc.    August 28, 2006                           None                Mr. Csurgo serves as        
                                                                               President, Treasurer, and   
                                                                               Sole Director of Queen 2,   
                                                                               Inc.                        

                                                                               Preston Shea serves as      
                                                                               Secretary                   
-----------------------------------------------------------------------------------------------------------

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ITEM 6. EXECUTIVE COMPENSATION                                                  

The Company's officers and sole director have not received any cash remuneration
since inception. Officers will not receive any remuneration upon completion of  
the offering nor until the consummation of a business combination, acquisition  
or merger acquisition of a business opportunity. No remuneration of any nature  
has been paid to any officer or director on account of services rendered by such
in those capacities. The Company's officers and sole director intend to devote  
no more than a few hours a week to the affairs of the Company.                  

It is possible that, after the Company successfully consummates a business      
combination, acquisition or merger with an unaffiliated entity, that entity may 
desire to employ or retain one or more members of our management for the        
purposes of providing services to the surviving entity. However, the Company has
adopted a policy whereby the offer of any post-transaction employment to members
of management will not be a consideration in our decision whether to undertake  
any proposed transaction.                                                       

No retirement, pension, profit sharing, stock option or insurance programs or   
other similar programs have been adopted by the Company for the benefit of its  
employees.                                                                      

There are no understandings or agreements regarding compensation our management 
will receive after a business combination that is required to be included in    
this table, or otherwise.                                                       

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                          

The Company utilizes the office space and equipment of its management at no     
cost. Management estimates such amounts to be immaterial.                       

The Company has not issued any promissory notes or other evidence of            
indebtedness.                                                                   

Item 8. DESCRIPTION OF SECURITIES.                                              

(a) All outstanding shares of Common Stock are of the same class and have equal 
rights and attributes. The holders of Common Stock are entitled to one vote per 
share on all matters submitted to a vote of stockholders of the Company. All    
stockholders are entitled to share equally in dividends, if any, as may be      
declared from time to time by the Board of Directors out of funds legally       
available. In the event of liquidation, the holders of Common Stock are entitled
to share ratably in all assets remaining after payment of all liabilities. The  
stockholders do not have cumulative or preemptive rights.                       

The description of certain matters relating to the securities of the Company is 
a summary and is qualified in its entirety by the provisions of the Company's   
Certificate of Incorporation and By-Laws, copies of which have been filed as    
exhibits to this Form 10-SB.                                                    

(b) Debt Securities. None                                                       

(c) Other Securities To Be Registered. None.                                    

PART II                                                                         

ITEM 1.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.     

(a)   Market Information. The Company's Common Stock is not trading on any stock
  exchange. The Company is not aware of any market activity in its stock
since its inception and through the date of this filing.            

(b)   Holders. As of August 28, 2006, there was 3 record holders of 300,000     
shares of the Company's Common Stock.                               

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(c)   Dividends. The Registrant has not paid any cash dividends to date and does
     not anticipate or contemplate paying dividends in the foreseeable future.
    It is the present intention of management to utilize all available funds
for the development of the Registrant's business.                   

ITEM 2. LEGAL PROCEEDINGS.                                                      

Presently, there are no pending legal proceedings to which the Registrant is a  
party or to which any of its property is subject, and the Registrant does not   
know nor is aware of any legal proceedings threatened or contemplated against   
it.                                                                             

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND         
FINANCIAL DISCLOSURE.                                           

There are not and have not been any disagreements between the Registrant and its
accountants on any matter of accounting principles, practices or financial      
statement disclosure.                                                           

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.                                

The Registrant issued 300,000 shares of Common Stock on June 30, 2006 for an    
aggregate purchase price of $300.00 The Registrant sold these shares of Common  
Stock under the exemption from registration provided by Section 4(2) of the     
Securities Act.                                                                 

No securities have been issued for services rendered. Neither the Registrant nor
any person acting on its behalf offered or sold the securities by means of any  
form of general solicitation or general advertising. No services were performed 
by any purchaser as consideration for the shares issued.                        

All purchasers represented in writing that they acquired the securities for     
their own accounts. A legend was placed on the stock certificates stating that  
the securities have not been registered under the Securities Act and cannot be  
sold or otherwise transferred without an effective registration or an exemption 
therefrom, and may not be sold pursuant to the exemptions provided by Section   
4(1) of the Securities Act or Rule 144 under the Securities Act, in accordance  
with the letter from Richard K. Wulff, Chief of the Office of Small Business    
Policy of the Securities and Exchange Commission's Division of Corporation      
Finance, to Ken Worm of NASD Regulation, Inc., dated January 21, 2000.          

ITEM 5.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.                            

The Company's Bylaws provide that the Company shall indemnify its directors and 
officers to the fullest extent not prohibited by the Nevada General Corporation 
Law; provided, however, the Company may modify the extent of indemnification by 
individual contracts with its directors and officers; provided, further, that   
the Company shall not be required to indemnify any director or officer in       
connection with any proceeding (or part thereof) initiated by such person unless
(i) such indemnification is expressly required to be made by law; (ii) the      
proceeding was authorized by the Board of Directors of the Company; (iii) such  
indemnification is provided by the Company, in its sole discretion, pursuant to 
the powers vested in the Company under the Nevada General Corporation law; or   
(iv) such indemnification is required to be made under the Bylaws               

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PART F/S                                                                        

MOORE & ASSOCIATES, CHARTERED                                                   
ACCOUNTANTS AND ADVISORS                                              
------------------------                                              
PCAOB REGISTERED                                            

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 -------------------------------------------------------

To the Board of Directors                                                       
Queen 2, Inc. (A Development Stage Company)                                     

We have audited the accompanying balance sheet of Queen 2, Inc. (A Development  
Stage Company) as of June 30, 2006, and the related statements of operations,   
stockholders' equity and cash flows from inception June 29, 2006 through June   
30, 2006 and the period then ended. These financial statements are the          
responsibility of the Company's management. Our responsibility is to express an 
opinion on these financial statements based on our audits.                      

We conducted our audits in accordance with standards of the Public Company      
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the         
financial statements are free of material misstatement. An audit includes       
examining, on a test basis, evidence supporting the amounts and disclosures in  
the financial statements. An audit also includes assessing the accounting       
principles used and significant estimates made by management, as well as        
evaluating the overall financial statement presentation. We believe that our    
audits provide a reasonable basis for our opinion.                              

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of Queen 2, Inc. (A Development   
Stage Company) as of June 30, 2006 and the results of its operations and its    
cash flows from inception June 29, 2006 through June 30, 2006 and the period    
then ended, in conformity with accounting principles generally accepted in the  
United States of America.                                                       

The accompanying financial statements have been prepared assuming that the      
Company will continue as a going concern. As discussed in Note 6 to the         
financial statements, the Company has generated no income as of June 30, 2006   
which raises substantial doubt about its ability to continue as a going concern.
The financial statements do not include any adjustments that might result from  
the outcome of this uncertainty.                                                

/s/ Moore & Associates, Chartered                                               

Moore & Associates Chartered                                                    
Las Vegas, Nevada                                                               
August 17, 2006                                                                 

2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
--------------------------------------------------
(702) 253-7511 Fax (702) 253-7501 
--------------------------------- 

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Queen 2, Inc. (A Development Stage Enterprise)  June 30, 2006                   
-------------------------------------------------------------                   

Table of Contents                                                               

                                                                    Page

Financial Statements                                                            

Balance Sheet                                                            16     

Statement of Earnings and Retained Earnings                              17     

Statement of Cash Flows                                                  18     

Statement of Stockholders' Equity                                        19     

Notes to Financial Statements                                          20-22    

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 QUEEN 2, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
 BALANCE SHEET
 AS AT JUNE 30, 2006

ASSETS

                                                                  2006

  CASH                                                           $     300
                                                                 ---------
                                                                 $     300
                                                                 ---------

LIABILITIES AND STOCKHOLDERS' EQUITY

SHARE CAPITAL                                                         

Common stock                                                    

100,000,000 shares authorized                                 
      300,000 shares issued and outstanding                      $     300
                                                                 ---------
                                                                 $     300
                                                                 ---------

 The accompanying notes are an integral part of these financial statements

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 QUEEN 2, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
 STATEMENT OF EARNINGS AND RETAINED EARNINGS
FROM INCEPTION, JUNE 29, 2006 TO JUNE 30, 2006

                                                                      2006

REVENUE                                                                   NIL   

EXPENSES                                                                  NIL   

NET INCOME                                                                NIL   

Weighted average number of common shares                                        
      outstanding - Basic and Diluted                                    300,000

Net Income Per Share - Basic and Diluted                                  NIL   

RETAINED EARNINGS, BEGINNING 0F PERIOD                                    NIL   

RETAINED EARNINGS, END OF PERIOD                                          NIL   

 The accompanying notes are an integral part of these financial statements

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 QUEEN 2, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
 STATEMENT OF CASH FLOWS
FROM INCEPTION, JUNE 29, 2006 TO JUNE 30, 2006

                                                                      2006

OPERATING ACTIVITIES                                                           -

INVESTING ACTIVITIES                                                            
   Proceeds from sale of common stock                                 $      300

FINANCING ACTIVITIES                                                           -

CASH PROVIDED                                                                   
$        300                                                                    

CASH, BEGINNING OF PERIOD                                             $        -
                                                                      ----------

CASH, END OF PERIOD                                                   $      300
                                                                      ----------

The accompanying notes are an integral part of these financial statements 

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 QUEEN 2, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
 STATEMENT OF STOCKHOLDERS' EQUITY
 FROM JUNE 29, 2006 TO JUNE 30, 2006

                                                        [Enlarge/Download Table]


                                                                       Retained               
                                               Common Stock             Earnings      Total   
                                               ------------             --------      -----   
                                           Shares          Amount                             
                                           ------          ------                             

                                                                                              
Balance June 29, 2006 (Date of Inception)        -             -               -            - 

Shares issued for cash June 29, 2006       300,000       $    300              -    $     300 

Net Income for the period                                                                     
ended June 30, 2006                                                            -            - 
                                           ---------------------------------------------------

Balance June 30, 2006                      300,000       $    300       $      -    $     300 
                                           ---------------------------------------------------

The accompanying notes are an integral part of these financial statements 

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 QUEEN 2, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
 NOTES TO FINANCIAL STATEMENTS
 AS AT JUNE 30, 2006

 NOTE 1. GENERAL ORGANIZATION AND BUSINESS

Queen 2, Inc. was incorporated under the laws of the state of Nevada on June 29,
2006. The company is considered a development stage enterprise and is in the    
process of raising capital with the purpose of engaging in a merger or          
acquisition.                                                                    

 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Accounting policies and procedures are listed below. The company has adopted a  
June 30 fiscal year end.                                                        

Accounting Basis                                                                

The Company has not earned any revenue from limited principal operations.       
Accordingly, the Company's activities have been accounted for as those of a     
"Development Stage Enterprise" as set forth in Financial Accounting Standards   
Board Statement No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7 are  
that the Company's financial statements be identified as those of a development 
stage company, and that the statements of earnings, retained earnings and       
stockholders' equity and cash flows disclose activity since the date of the     
Company's inception.                                                            

We have prepared the financial statements in accordance with accounting         
principles generally accepted in the United States of America (GAAP).           

Cash and Cash Equivalents                                                       

The Company considers all highly liquid investments with original maturities of 
three months or less as cash equivalents. As of June 30, 2006 the company had no
cash or cash equivalent balances in excess of the federally insured amounts. The
Company's policy is to invest excess funds in only well capitalized financial   
institutions.                                                                   

Earnings per Share                                                              

The Company adopted the provisions of SFAS No. 128, "Earnings per Share." SFAS  
No. 128 requires the presentation of basic and diluted earnings per share       
("EPS"). Basic EPS is computed by dividing income available to common           
stockholders by the weighted-average number of common shares outstanding for the
period. Diluted EPS includes the potential dilution that could occur if options 
or other contracts to issue common stock were exercised or converted.           

The Company has not issued any options or warrants or similar securities since  
inception.                                                                      

Stock Based Compensation                                                        

As permitted by Statement of Financial Accounting Standards ("SFAS") No. 148,   
"Accounting for Stock-Based Compensation--Transition and Disclosure", which     
amended SFAS 123 ("SFAS 123"), "Accounting for Stock-Based Compensation", the   
Company has elected to continue to follow the intrinsic value method in         
accounting for its stock-based employee compensation arrangements as defined by 
Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued
to Employees", and related Interpretations including "Financial Accounting      
Standards Board Interpretations No. 44, Accounting for Certain Transactions     
Involving Stock Compensation", and interpretation of APB No. 25. At June 30,    
2006 the Company has not formed a Stock Option Plan and has not issued any      
options.                                                                        

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Dividends                                                                       

The Company has not yet adopted any policy regarding the payment of dividends.  
No dividends have been paid during the period shown.                            

Income Taxes                                                                    

The provision for income taxes is the total of the current taxes payable and the
net of the change in the deferred income taxes. Provision is made for the       
deferred income taxes where differences exist between the period in which       
transactions affect current taxable income and the period in which they enter   
into the determination of net income in the financial statements.               

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 disclosure of contingent assets and liabilities at the date of  
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.         

Goodwill                                                                        

Goodwill is created when we acquire a business. It is calculated by deducting   
the fair value of the net assets acquired from the consideration given and      
represents the value of factors that contribute to greater earning power, such  
as a good reputation, customer loyalty or intellectual capital.                 

We assess goodwill of individual subsidiaries for impairment in the fourth      
quarter of every year, and when circumstances indicate that goodwill might be   
impaired.                                                                       

Research and Development                                                        

The Company accounts for research and development costs in accordance with the  
Financial Accounting Standards Board's Statement of Financial Accounting        
Standards No. 2 ("SFAS 2"), "Accounting for Research and Development Costs".    
Under SFAS 2, all research and development costs must be charged to expense as  
incurred. Accordingly, internal research and development costs are expensed as  
incurred. Third-party research and developments costs are expensed when the     
contracted work has been performed or as milestone results have been achieved.  
Company-sponsored research and development costs related to both present and    
future products are expensed in the period incurred.                            

Revenue Recognition                                                             

Revenue for services provided is recognized over the period to which the service
contract relates.                                                               

Comprehensive Income                                                            

Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive   
Income" (SFAS 130), establishes standards for reporting and display of          
comprehensive income, its components and accumulated balances. Comprehensive    
income is defined to include all changes in equity except those resulting from  
investments by owners and distributions to owners. Among other disclosures, SFAS
130 requires that all items that are required to be recognized under current    
accounting standards as components of comprehensive income be reported in a     
financial statement that is displayed with the same prominence as other         
financial statements. The Company has no items of comprehensive income to       
report.                                                                         

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NOTE 3. RECENTLY ISSUED ACCOUNTING STANDARDS

Management does not believe that any recently issued but not yet adopted        
accounting standards will have a material effect on the Company's results of    
operations or on the reported amounts of its assets and liabilities upon        
adoption.                                                                       
NOTE 4. STOCKHOLDERS' EQUITY

Common Stock:                                                                   

On incorporation June 29, 2006 the Company issued 300,000 shares of its common  
stock for $ 300 and credited share capital for $ 300.                           

NOTE 5. PROVISION FOR INCOME TAXES

The Company provides for income taxes under Statement of Financial Accounting   
Standards NO. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and liability approach in accounting for income taxes. Deferred tax    
assets and liabilities are recorded based on the differences between the        
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse.                          

SFAS No. 109 requires the reduction of deferred tax assets by a valuation       
allowance if, based on the weight of available evidence, it is more likely than 
not that some or all of the deferred tax assets will not be realized. The       
provision for income taxes is comprised of the net changes in deferred taxes    
less the valuation account plus the current taxes payable as shown in the chart 
below.                                                                          

 NOTE 6. GOING CONCERN

The accompanying financial statements have been prepared in conformity with     
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. The Company operations are in the development stage,
and the Company has generated no income since inception.                        

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Part III                                                                        
ITEM 1.                                                                         

Index to Exhibits                                                               
--------------------------------------------------------------------------------
                                              Page

Bylaws                                            25 to 35    

         Articles of Incorporation                         (pdf file attachment)

                                                                              23

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BYLAWS, AS AMENDED

BYLAWS
OF
 QUEEN 2, INC.

ARTICLE I: OFFICES

The principal office of Queen 2, Inc. ("Corporation") in the Province of        
Ontario, Canada shall be located in Chandler, County of Maricopa. The           
Corporation may have such other offices, either within or without the State of  
Nevada, as the Board of Directors may designate or as the business of the       
Corporation my require from time to time.                                       

ARTICLE II: SHAREHOLDERS

SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be held 
on the last Thursday of November of each year, or on such other date during the 
calendar year as may be designated by the Board of Directors. If the day fixed  
for the annual meeting shall be a legal holiday in the State of Nevada, such    
meeting shall be held on the next succeeding business day. If the election of   
Directors shall be held on the day designated herein for any annual meeting of  
the shareholders or at any adjournment thereof, the Board of Directors shall    
cause the election to be held at a special meeting of the shareholders as soon  
thereafter as conveniently may be.                                              

SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders, for any      
purpose or purposes, unless otherwise prescribed by statute, may be called by   
the President, Chairman or by the Board of Directors, and shall be called by the
President at the request of the holders of not less than fifteen percent (15%)  
of all the outstanding shares of the Corporation entitled to vote at the        
meeting.                                                                        

SECTION 3. PLACE OF MEETING. The Board of Directors may designate any place,    
either within or without the State of Nevada, unless otherwise prescribed by    
statute, as the place of meeting for any annual meeting or for any special      
meeting. A waiver of notice signed by all shareholders entitled to vote at a    
meeting may designate any place, either within or without the State of Nevada,  
unless otherwise prescribed by statute, as the place for the holding of such    
meeting. If no designation is made, the place of meeting shall be the principal 
office of the Corporation.                                                      

SECTION 4. NOTICE OF MEETING. Written notice stating the place, day and hour of 
the meeting and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall unless otherwise prescribed by statute, be         
delivered not less than ten (10) nor more than sixty (60) days before the date  
of the meeting, to each shareholder of record entitled to vote at such meeting. 

If mailed, such notice shall be deemed to be delivered when deposited in the    
United States Mail, addressed to the shareholder at his address as it appears on
the stock transfer books of the Corporation, with postage thereon prepaid.      

SECTION 5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD. For the purpose of    
determining shareholders entitled to notice of or to vote at any meeting of     
shareholders or any adjournment thereof, or shareholders entitled to receive    
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the Corporation may provide 
that the stock transfer books shall be closed for a stated period, but not to   
exceed in any case fifty (50) days. If the stock transfer books shall be closed 
for the purpose of determining shareholders entitled to notice of or to vote at 
a meeting of shareholders, such books shall be closed for at least fifteen (15) 
days immediately preceding such meeting. In lieu of closing the stock transfer  
books, the Board of Directors may fix in advance a date as the record date for  
any such determination of shareholders, such date in any case to be not more    
than thirty (30) days and, in case of a meeting of shareholders, not less than  
ten (10) days, prior to the date on which the particular action requiring such  
determination of shareholders is to be taken. If the stock transfer books are   
not closed and no record date is fixed for the determination of shareholders    
entitled to notice of or                                                        

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to vote at a meeting of shareholders, or shareholders entitled to receive       
payment of a dividend, the date on which notice of the meeting is mailed or the 
date on which the resolution of the Board of Directors declaring such dividend  
is adopted, as the case may be, shall be the record date for such determination 
of shareholders. When a determination of shareholders entitled to vote at any   
meeting of shareholders has been made as provided in this section, such         
determination shall apply to any adjournment thereof.                           

SECTION 6. VOTING LISTS. The officer or agent having charge of the stock        
transfer books for shares of the Corporation shall make a complete list of      
shareholders entitled to vote at each meeting of shareholders or any adjournment
thereof, arranged in alphabetical order, with the address of and the number of  
shares held by each. Such lists shall be produced and kept open at the time and 
place of the meeting and shall be subject to the inspection of any shareholder  
during the whole time of the meeting for the purposes thereof.                  

SECTION 7. QUORUM. Fifty percent (50%) or more of the outstanding shares of the 
Corporation entitled to vote, represented in person or by proxy, shall          
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so    
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any   
business may be transacted which might have been transacted at the meeting as   
originally noticed. The shareholders present at a duly organized meeting may    
continue to transact business until adjournment, notwithstanding the withdrawal 
of enough shareholders to leave less than a quorum.                             

SECTION 8. PROXIES. At all meetings of shareholders, a shareholder may vote in  
person or by proxy executed in writing by the shareholder or by his or duly     
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. A meeting of the Board of     
Directors may be had by means of telephone conference or similar communications 
equipment by which all persons participating in the meeting can hear each other,
and participation in a meeting under such circumstances shall constitute        
presence at the meeting.                                                        

SECTION 9. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of  
another Corporation may be voted by such officer, agent or proxy as the Bylaws  
of such Corporation may prescribe or, in the absence of such provision, as the  
Board of Directors of such Corporation may determine.                           

Shares held by an administrator, executor, guardian or conservator may be voted 
by him either in person or by proxy, without a transfer of such shares into his 
name. Shares standing in the name of a trustee may be voted by him, either in   
person or by proxy, but no trustee shall be entitled to vote shares held by him 
without a transfer of such shares into his name. Shares standing in the name of 
a receiver may be voted by such receiver, and shares held by or under the       
control of a receiver may be voted by such receiver without the transfer thereof
into his name, if authority to do so be contained in an appropriate order of the
court by which such receiver was appointed.                                     

A shareholder whose shares are pledged shall be entitled to vote such shares    
until the shares have been transferred into the name of the pledgee, and        
thereafter the pledgee shall be entitled to vote the shares so transferred.     

Shares of its own stock belonging to the Corporation shall not be voted directly
or indirectly, at any meeting, and shall not be counted in determining the total
number of outstanding shares at any given time.                                 

SECTION 10. INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise provided by law,  
any action required to be taken at a meeting of the shareholders, or any other  
action which may be taken at a meeting of the shareholders, may be taken without
a meeting if a consent in writing, setting forth the action so taken, shall be  
signed by a plurality of the shareholders.                                      

 ARTICLE III: BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS. The business and affairs of the Corporation shall be 
managed by its Board of Directors.                                              

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SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of Directors of the    
Corporation shall be fixed by the Board of Directors, but in no event shall be  
less than one (1). Each Director shall hold office until the next annual meeting
of shareholder and until his successor shall have been elected and qualified.   

SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of Directors shall  
be held without other notice than this Bylaw immediately after, and at the same 
place as, the annual meeting of shareholders. The Board of Directors may        
provide, by resolution, the time and place for the holding of additional regular
meetings without notice other than such resolution.                             

SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be  
called by or at the request of the President, Chairman or any two Directors. The
person or persons authorized to call special meetings of the Board of Directors 
may fix the place for holding any special meeting of the Board of Directors     
called by them.                                                                 

SECTION 5. NOTICE. Notice of any special meeting shall be given at least one (1)
day previous thereto by written notice delivered personally or mailed to each   
Director at his business address, or by facsimile or by email. If mailed, such  
notice shall be deemed to be delivered when deposited in the United Sates mail  
so addressed, with postage thereon prepaid. If notice be given by facsimile or  
email, such notice shall be deemed to be delivered when the facsimile or email  
is sent. Any Directors may waive notice of any meeting. The attendance of a     
Director at a meeting shall constitute a waiver of notice of such meeting,      
except where a Director attends a meeting for the express purpose of objecting  
to the transaction of any business because the meeting is not lawfully called or
convened.                                                                       

SECTION 6. QUORUM. A majority of the number of Directors fixed by               
Section 2 of the Article III shall constitute a quorum for the transaction of   
business at any meeting of the Board of Directors, but if less than such        
majority is present at a meeting, a majority of the Directors present may       
adjourn the meeting from time to time without further notice.                   

SECTION 7. MANNER OF ACTING. The act of the majority of the Directors present at
a meeting at which a quorum is present shall be the act of the Board of         
Directors.                                                                      

SECTION 8. ACTION WITHOUT A MEETING. Any action that may be taken by the Board  
of Directors at a meeting may be taken without a meeting if a consent in        
writing, setting forth the action so to be taken, shall be signed before such   
action by all of the Directors.                                                 

SECTION 9. VACANCIES. Any vacancy occurring in the Board of Directors may be    
filled by the affirmative vote of a majority of the remaining Directors though  
less than a quorum of the Board of Directors, unless otherwise provided by law. 
A Director elected to fill a vacancy shall be elected for the unexpired term of 
his predecessor in office.                                                      

Any Directorship to be filled by reason of an increase in the number of         
Directors may be filled by election by the Board of Directors for a term of     
office continuing only until the next election of Directors by the shareholders.

SECTION 10. COMPENSATION. By resolution of the Board of Directors, each Director
may be paid his expenses, if any, of attendance at each meeting of the Board of 
Directors, and may be paid a stated salary as a Director or a fixed sum for     
attendance at each meeting of the Board of Directors or both. No such payment   
shall preclude any Director from serving the Corporation in any other capacity  
and receiving compensation thereof.                                             

SECTION 11. PRESUMPTION OF ASSENT. A Director of the Corporation who is present 
at a meeting of the Board of Directors at which action on any corporate matter  
is taken shall be presumed to have assented to the action taken unless his      
dissent shall be entered in the minutes of the meeting or unless he shall file  
his written dissent to such action with the person acting as the Secretary of   
the meeting before the adjournment thereof, or shall forward such dissent by    
registered mail to the Secretary of the Corporation immediately after the       
adjournment of the meeting. Such right to dissent shall not apply to a Director 
who voted in favor of such action.                                              

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ARTICLE IV: OFFICERS

SECTION 1. NUMBER. The officers of the Corporation shall be a President, a      
Secretary and a Treasurer, each of whom shall be elected by the Board of        
Directors. Such other officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board of Directors, including a Chairman of  
the Board. In its discretion, the Board of Directors may leave unfilled for any 
such period as it may determine any office except those of President and        
Secretary. Any two or more offices may be held by the same person. Officers may 
be Directors or shareholders of the Corporation.                                

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation to be   
elected by the Board of Directors shall be elected annually by the Board of     
Directors at the first meeting of the Board of Directors held after each annual 
meeting of the shareholders. If the election of officers shall not be held at   
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until his successor shall have been duly     
elected and shall have qualified, or until his death, or until he shall resign  
or shall have been removed in the manner hereinafter provided.                  

SECTION 3. REMOVAL. Any officer or agent may be removed by the Board of         
Directors whenever, in its judgment, the best interests of the Corporation will 
be served thereby, but such removal shall be without prejudice to the contract  
rights, if any, of the person so removed. Election or appointment of an officer 
or agent shall not of itself create contract rights, and such appointment shall 
be terminable at will.                                                          

SECTION 4. VACANCIES. A vacancy in any office because of death, resignation,    
removal, disqualification or otherwise, may be filled by the Board of Directors 
for the unexpired portion of the term.                                          

SECTION 5. PRESIDENT. The President shall be the principal executive officer of 
the Corporation and, subject to the control of the Board of Directors, shall in 
general supervise and control all of the business and affairs of the            
Corporation. He shall, when present, preside at all meetings of the shareholders
and of the Board of Directors, unless there is a Chairman of the Board, in which
case the Chairman shall preside. He may sign, with the Secretary or any other   
proper officer of the Corporation thereunto authorized by the Board of          
Directors, certificates for shares of the Corporation, any deed, mortgages,     
bonds, contract, or other instruments which the Board of Directors has          
authorized to be executed, except in cases where the signing and execution      
thereof shall be expressly delegated by the Board of Directors or by there      
Bylaws to some other officer or agent of the Corporation, or shall be required  
by law to be otherwise signed or executed; and in general shall perform all     
duties incident to the office of President and such other duties as may be      
prescribed by the Board of Directors from time to time.                         

SECTION 6. SECRETARY. The Secretary shall: (a) keep the minutes of the Board of 
Directors in one or more minute books provided for the purpose; (b) see that all
notices are duly given in accordance with the provisions of the Bylaws or as    
required by law; (c) be custodian of the corporate records and of the seal of   
the Corporation and see that the seal of the Corporation is affixed to all      
documents, the execution of which on behalf of the Corporation under its seal is
duly authorized; (d) keep a register of the post office address of each         
shareholder which shall be furnished to the Secretary by such shareholder; (e)  
sign with the President certificates for share of the Corporation, the issuance 
of which shall have been authorized by resolution of the Board of Directors; (f)
have general charge of the stock transfer books of the Corporation, and (g) in  
general perform all duties incident to the office of the Secretary and such     
other duties as from time to time may be assigned to him by the President or by 
the Board of Directors.                                                         

SECTION 7. TREASURER. The Treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the Corporation; (b) receive and    
give receipts for moneys due and payable to the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the     
provisions of Article VI of these Bylaws; and (c) in general perform all of the 
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the President or by the Board of Directors. If   
required by the Board of Directors, the Treasurer shall give a bond for the     
faithful discharge of his duties in such sum and with such sureties as the Board
of Directors shall determine.                                                   

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SECTION 8. SALARIES. The salaries of the officers shall be fixed from time to   
time by the Board of Directors, and no officer shall be prevented from receiving
such salary by reason of the fact that he is also a Director of the Corporation.

ARTICLE V: INDEMNITY

SECTION 1. DEFINITIONS. For purposes of this Article, "Indemnitee" shall mean   
each Director or Officer who was or is a party to, or is threatened to be made a
party to, or is otherwise involved in, any Proceeding (as hereinafter defined), 
by reason of the fact that he or she is or was a Director or Officer of this    
Corporation or is or was serving in any capacity at the request of this         
Corporation as a Director, Officer, employee, agent, partner, or fiduciary of,  
or in any other capacity for, another corporation, partnership, joint venture,  
trust, or other enterprise. The term "Proceeding" shall mean any threatened,    
pending or completed action or suit including, without limitation, an action,   
suit or proceeding by or in the right of this Corporation), whether civil,      
criminal, administrative or investigative.                                      

SECTION 2. INDEMNIFICATION. This Corporation shall defend, indemnify and hold   
harmless each Indemnitee for all actions taken by him or her, and for all       
omissions (regardless of the date of any such action or omission), to the       
fullest extent permitted by Nevada law, against all expense, liability and loss 
(including, without limitation, attorney fees, judgments, fines, taxes,         
penalties, and amounts paid or to be paid in settlement) reasonably incurred or 
suffered by the Indemnitee in connection with any Proceeding. Indemnification   
pursuant to this Section shall continue as to an Indemnitee who has ceased to be
a Director or Officer and shall inure to the benefit of his or her heirs,       
executors and administrators. This Corporation may, by action of its Board of   
Directors, and to the extent provided in such action, indemnify employees and   
other persons as though they were Indemnitees. The rights to indemnification as 
provided in this Article shall be non-exclusive of any other rights that any    
person may have or hereafter acquire under an statute, provision of this        
Corporation's Articles of Incorporation or Bylaws, agreement, vote of           
stockholders or Directors, or otherwise.                                        

SECTION 3. FINANCIAL ARRANGEMENTS. This Corporation may purchase and maintain   
insurance or make other financial arrangements on behalf of any person who is or
was a Director, Officer, employee or agent of this Corporation, or is or was    
serving at the request of this Corporation in such capacity for another         
corporation, partnership, joint venture, trust or other enterprise for any      
liability asserted against him or her and liability and expenses incurred by him
or her in such capacity, whether or not this Corporation has the authority to   
indemnify him or her against such liability and expenses.                       

The other financial arrangements which may be made by this Corporation may      
include, but are not limited to, (a) creating a trust fund; (b) establishing a  
program of self-insurance; (c) securing its obligation of indemnification by    
granting a security interest or other lien on any of this Corporation's assets, 
and (d) establishing a letter of credit, guarantee or surety. No financial      
arrangement made pursuant to this section may provide protection for a person   
adjudged by a court of competent jurisdiction, after exhaustion of all appeals  
therefrom, to be liable for intentional misconduct, fraud, or a knowing         
violation of law, except with respect to advancing expenses or indemnification  
ordered by a court. Any insurance or other financial arrangement made on behalf 
of a person pursuant to this section may be provided by this Corporation or any 
other person approved by the Board of Directors, even if all or part of the     
other person's stock or other securities is owned by this Corporation. In the   
absence of fraud:                                                               

The decision of the Board of Directors as to the propriety of the terms and     
conditions of any insurance or other financial arrangement made pursuant to this
section, and the choice of the person to provide the insurance or other         
financial arrangement is conclusive; and                                        

The insurance or other financial arrangement is not void or voidable; does not  
subject any Director approving it to personal liability for his action; and even
if a Director approving the insurance or other financial arrangement is a       
beneficiary of the insurance or other financial arrangement.                    

SECTION 4. CONTRACT OF INDEMNIFICATION. The provisions of this Article relating 
to indemnification shall constitute a contract between this Corporation and each
of its Directors and Officers, which may be modified as to any Director or      
Officer only with that person's consent or as specifically                      

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provided in this section. Notwithstanding any other provision of the Bylaws     
relating to their amendment generally, any repeal or amendment of this Article  
which is adverse to any Director or Officer shall apply to such Director or     
Officer only on a prospective basis and shall not limit the rights of an        
Indemnitee to indemnification with respect to any action or failure to act      
occurring prior to the time of such repeal or amendment. Notwithstanding any    
other provision of these Bylaws, no repeal or amendment of these Bylaws shall   
affect any or all of this Article so as to limit or reduce the indemnification  
in any manner unless adopted by (a) the unanimous vote of the Directors of this 
Corporation then serving, or (b) the stockholders as set forth in Article XII   
hereof; provided that no such amendment shall have retroactive effect           
inconsistent with the preceding sentence.                                       

SECTION 5. NEVADA LAW. References in this Article to Nevada law or to any       
provision thereof shall be to such law as it existed on the date these Bylaws   
were adopted or as such law thereafter may be changed; provided that (a) in the 
case of any change which expands the liability of an Indemnitee or limits the   
indemnification rights or the rights to advancement of expenses which this      
Corporation may provide, the rights to limited liability, to indemnification and
to the advancement of expenses provided in this Corporation's Articles of       
Incorporation, these Bylaws, or both shall continue as theretofore to the extent
permitted by law; and (b) if such change permits this Corporation, without the  
requirement of any further action by stockholders or Directors, to limit further
the liability of Indemnitees or to provide broader indemnification rights or    
rights to the advancement of expenses than this Corporation was permitted to    
provide prior to such change, liability thereupon shall be so limited and the   
rights to indemnification and advancement of expenses shall be so broadened to  
the extent permitted by law.                                                    

ARTICLE VI: CONTRACTS, LOANS, CHECKS, AND DEPOSITS

SECTION 1. CONTRACTS. The Board of Directors may authorize any office or        
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority  
may be general or confined to specific instances.                               

SECTION 2. LOANS. No loans shall be contracted on behalf of the Corporation and 
no evidences of indebtedness shall be issued in its name unless authorized by a 
resolution of the Board of Directors. Such authority may be general or confined 
to specific instances.                                                          

SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the      
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation, shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner as shall from time to time be determined by  
resolution of the Board of Directors.                                           

SECTION 4. DEPOSITS. All funds of the Corporation not otherwise employed shall  
be deposited from time to time to the credit of the Corporation in such banks,  
trust companies or other depositories as the Board of Directors may select.     

 ARTICLE VII: CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the     
Corporation shall be in such form as shall be determined by the Board of        
Directors. Such certificates shall be signed by the President and by the        
Secretary or by such other officers authorized by law and by the Board of       
Directors so to do, and sealed with the corporate seal. All certificates for    
shares shall be consecutively numbered or otherwise identified. The name and    
address of the person to whom the shares represented thereby are issued, with   
the number of shares and date of issue, shall be entered on the stock transfer  
books of the Corporation. All certificates surrendered to the Corporation for   
transfer shall be cancelled and no new certificate shall be issued until the    
former certificate for a like number of shares shall have been surrendered and  
cancelled, expect that in case of a lost, destroyed or mutilated certificate a  
new one may be issued therefore upon such terms and indemnity to the Corporation
as the Board of Directors may prescribe.                                        

SECTION 2. TRANSFER OF SHARES. Transfer of shares of the Corporation shall be   
made only on the stock transfer books of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of    
authority to transfer, or by his attorney thereunto authorized by power of      

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attorney duly executed and filed with the Secretary of the Corporation, and on  
surrender for cancellation of the certificate for such shares. The person in    
whose name shares stand on the books of the Corporation shall be deemed by the  
Corporation to be the owner thereof for all purposes, Provided, however, that   
upon any action undertaken by the shareholder to elect S Corporation status     
pursuant to Section 1362 of the Internal Revenue Code and upon any shareholders 
agreement thereto restricting the transfer of said shares so as to disqualify   
said S Corporation status, said restriction on transfer shall be made a part of 
the Bylaws so long as said agreements is in force and effect.                   

 ARTICLE VIII: FISCAL YEAR

The fiscal year of the Corporation shall begin on the 1st day of July and end on
the 30th day of June of each year.                                              

 ARTICLE IX: DIVIDENDS

The Board of Directors may from time to time declare, and the Corporation may   
pay, dividends on its outstanding shares in the manner and upon the terms and   
condition provided by law and its Articles of Incorporation.                    

 ARTICLE X: CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the Corporation and the state 
of incorporation and the words "Corporate Seal."                                

ARTICLE XI: WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to
any shareholder or Director of the Corporation under the provision of the       
Articles of Incorporation or under the provisions of the applicable Business    
Corporation Act, a waiver thereof in writing, signed by the person or persons   
entitled to such notice, whether before or after the time stated therein, shall 
be deemed equivalent to the giving of such notice.                              

 ARTICLE XII: AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted  
by the Board of Directors at any regular or special meeting of the Board of     
Directors, or by the shareholder as any regular or special meeting of the       
shareholders.                                                                   

The above Bylaws are certified to have been adopted by the Board of Directors of
the Corporation on the 30th day of June, 2006.                                  

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SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the       
registrant caused this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized.                                         

Date: August 28, 2006                Queen 2, Inc.                              

                   By:     /s/ Julius Csurgo
                           -----------------
               Name:   Julius Csurgo
                                     Title:  President, Treasurer, Sole Director

                                                                              31

Dates Referenced Herein

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