UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM S-1

SEC File No. 333-

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



ABC RECORDS MANAGEMENT AND DATA STORAGE INC.

(Exact name of registrant as specified in its charter)


Nevada

4220

99-0365544

(State or jurisdiction of incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)


ABC Records Management and Data Storage Inc.

Flat A, 22F, Block 11

Wonderland Villas, Kwai Chung

Hong Kong, China

Telephone: 852-6677-3973

(Address and telephone number of principal executive offices)


Empire Stock Transfer Inc

1859 Whitney Mesa Dr.

Henderson, Nevada 89014

Telephone: 702-818-5898

(Name, address, and telephone number of agent for service)


Approximate date of proposed sale to the public:

as soon as practicable after the effective date of this Registration Statement

If any of the securities being registered on this Form are to be offered on a delayed  or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box  [X]

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [__]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [__]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [__]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company: in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer [__]

Accelerated filer [__]

Non-accelerated filer [__]

Smaller reporting company [X]

(Do not check if a smaller reporting company)

 







CALCULATION OF REGISTRATION FEE


TITLE OF EACH CLASS OF SECURITIES

TO BE

REGISTERED

AMOUNT TO BE REGISTERED

PROPOSED MAXIMUM OFFERING

PRICE PER

UNIT (1)

PROPOSED MAXIMUM AGGREGATE

OFFERING

PRICE (2)

AMOUNT OF

REGISTRATION

FEE (2)

Common Stock

1,960,000

$0.01 per share

$19,600

$2.10


(1)

Based on the last sales price on January 9, 2011

(2)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act.


THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.


SUBJECT TO COMPLETION, Dated November 4, 2011






















2





PROSPECTUS

ABC Records Management and Data Storage Inc.

1,960,000 SHARES

COMMON STOCK


The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus for a period of up to two years from the effective date.

 

Our common stock is presently not traded on any market or securities exchange.

----------------

 

THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. See section entitled "Risk Factors" on pages 6-8.

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

The selling shareholders will sell our shares at $0.01 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price based upon the price of the last sale of our common stock to investors. There is no assurance of when, if ever, our stock will be listed on an exchange.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.


----------------

 

The Date of This Prospectus Is: November 4, 2011











3




Table of Contents

 

PAGE

Summary

5

Risk Factors

6

-

Because we have not yet commenced business operations we face a high risk of business failure

6

-

If we are unable to generate significant revenues from our operations our business will fail

6

-

If we continue to incur net losses our business will fail

7

-

Our business will fail unless we are able to raise additional funds for operations

7

-

If we are unable to hire and retain key personnel then we may not be able to implement our business plan

7

-

If our business plan fails our company will dissolve and investors may not receive any portion of their investment back

7

-

Because our continuation as a going concern is in doubt we will be forced to cease business operations unless we can generate profitable operations in the future

7

-

Because our Director owns 71.84% of our outstanding common stock she could make and control corporate decisions that may be disadvantageous to minority shareholders

8

-

Because all of our assets, and our sole director and officer are located in Hong Kong, U.S. residents’ enforcement of legal process may be difficult

8

-

Because management has no experience in records management our business has a higher risk of failure

8

-

Because our Director has other business interests she may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail

8

-

If a market for our common stock does not develop shareholders may be unable to sell their shares

8

-

A purchaser is purchasing penny stock which limits his or her ability to sell the stock

9

Forward-Looking Statements

9

Use of Proceeds

9

Determination of Offering Price

9

Dilution

9

Selling Shareholders

9

Plan of Distribution

14

Description of Securities

15

Interests of Named Experts and Council

16

Description of Business

17

Description of Property

20

Legal Proceedings

21

Market for Common Equity and Related Stockholder Matters

21

Financial Statements

22

Management’s Discussion and Analysis

54

Changes in and Disagreements with Accountants

54

Available Information

54

Reports to Security Holders

55

Directors, Executive Officers, Promoters and Control Persons

55

Executive Compensation

56

Security Ownership of Certain Beneficial Owners and Management

57

Certain Relationships and Related Transactions

57

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

57

 



4




Summary


Prospective investors are urged to read this prospectus in its entirety.


We intend to commence the building, and subsequent operation, of a full-service, computerized records management company providing secure storage and indexing of paper records, digital media and other business-critical information, including computer disks and tapes, optical disks, microfilm, audio and video tapes, medical records, and blueprints. It is our intention that our personalized service will include retention schedules, data conversion and ORC, and records relocation.  We will provide specially designed boxes and other supplies which make handling records easier.  As a new entrant in this market, our initial focus will be exclusively on paper records management.  


Our long-term goal is to provide our customers the competitive edge through state-of-the-art technology, unprecedented security and quick-response service. Our facility will be strategically located in the New Territories within easy reach of Central Hong Kong and Kowloon via the MTR rail line.  The New Territories is home of most new companies seeking advantage in the Central Hong Kong and Kowloon marketplace.

In today's business environment, quick and easy access to critical information will give our customers a competitive advantage. By outsourcing their records management and storage to us, our customers can store their records in an organized environment and improve the speed and ease of access to those records.

To date, we have not commenced business operations, but we have leased premises for our initial storage operations at Workshop 7, 1/F., Shui Sum Industrial Building, 8-10 Kwai Sau Road, Kwai Chung, NT, Hong Kong. The lease agreement is dated August 23, 2011, it is for a 2 year term commencing Sept 1, 2011 and terminating August 31, 2013. The rent is $3,000 HK per month, and covers 600 sq feet.

We were incorporated on August 23, 2010 under the laws of the state of Nevada.  Our principal business offices are located at Flat A, 22F, Block 11, Wonderland Villas, Kwai Chung, Hong Kong, China. Our telephone number is 852-6677-3973.


The Offering:


Securities Being Offered

Up to 1,960,000 shares of common stock.

 

 

Offering Price

The selling shareholders will sell our shares at $0.01 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price based upon the price of the last sale of our common stock to investors.

 

 

Terms of the Offering

The selling shareholders will determine when and how they will sell the common stock offered in this prospectus.

 

 

Termination of the Offering

The offering will conclude when all of the 1,960,000 shares of common stock have been sold, the shares no longer need to be registered to be sold due to the operation of Rule 144 or we decide at any time to terminate the registration of the shares at our sole discretion. In any event, the offering shall be terminated no later than two years from the effective date of this registration statement.

 

 

Securities Issued and to be Issued

6,960,000 shares of our common stock are issued and outstanding as of the date of this prospectus. All of the common stock to be sold under this prospectus will be sold by existing shareholders.

 

 

Use of Proceeds

We will not receive any proceeds from the sale of the common stock by the selling shareholders.




5




Summary Financial Information


Balance Sheet


 

June 30, 2011

March 31, 2011

 

(unaudited)

(audited)

 

 

 

Cash

$17,770

$23,268

Prepaid Expense

$165

-

Total Assets

$17,935

$23,268

Liabilities

$2,000

$5,130

Total Stockholders’ Equity

$15,935

$18,138


Statement Of Loss and Deficit


From Incorporation on August 23, 2010 to June 30, 2011 (unaudited)


Revenue

$0

Net Loss

($8,665)


Risk Factors

 

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

 

BECAUSE WE HAVE NOT YET COMMENCED BUSINESS OPERATIONS WE FACE A HIGH RISK OF BUSINESS FAILURE


We were incorporated on August 23,2010 and have not yet commenced active business operations. Accordingly, we have no operating history from which investors can evaluate our business.  Until we develop our business further it will be difficult for an investor to evaluate our chances for success.  If we are unsuccessful in developing our operations, our business plan will fail.


IF WE ARE UNABLE TO GENERATE SIGNIFICANT REVENUES FROM OUR OPERATIONS OUR BUSINESS WILL FAIL

 

We have not generated any revenue from inception on August 23, 2010 to June 30, 2011. If we are unable to generate revenue from operations we will not be able to achieve profitability or to continue operations.


IF WE CONTINUE TO INCUR NET LOSSES OUR BUSINESS WILL FAIL

 

From our incorporation and inception on August 23, 2010 until June 30, 2011, we incurred cumulative net losses of $8,665.  We expect to incur losses in the foreseeable future as our business develops. Unless we are able to generate profit from our business operations within a reasonable time, our business will fail.


OUR BUSINESS WILL FAIL UNLESS WE ARE ABLE TO RAISE ADDITIONAL FUNDS FOR OPERATIONS

 

Because we have incurred losses since our incorporation, we will require additional funding in order to continue business operations and to meet our obligations for the next twelve-month period.  We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock.  We may also seek to obtain short-term loans from our directors, although no such arrangement has been made.  We do not have any arrangements in place for any future equity financing. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.



6




IF WE ARE UNABLE TO HIRE AND RETAIN KEY PERSONNEL THEN WE MAY NOT BE ABLE TO IMPLEMENT OUR BUSINESS PLAN

 

We depend on the services of our board of directors and key technical personnel. In particular, our success depends on the continued efforts of our Director and President, Wai Yin Marcia Pong. The loss of the services of Ms. Wai Yin Marcia Pong could result in the failure of our business. If we lost the services of any of this key persons, it would be difficult to find replacements with similar skills, and experience.  We do not have any written agreement with this individual whereby she is obligated to provide her services to us for a specified term.


IF OUR BUSINESS PLAN FAILS OUR COMPANY WILL DISSOLVE AND INVESTORS MAY NOT RECEIVE ANY PORTION OF THEIR INVESTMENT BACK

 

If we are unable to realize profitable operations, our business will eventually fail.  In such circumstances, it is likely that our company will dissolve and, depending on our remaining assets at the time of dissolution, we may not be able to return any funds back to investors.  We do not have any plans to engage in an acquisition or business combination if our business plan is unsuccessful.  


BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFITABLE OPERATIONS IN THE FUTURE

 

We have incurred losses since our inception resulting in an accumulated deficit of $8,665. Further losses are anticipated in the development of our business. As a result, there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.  We will require additional funds in order to develop our business. At this time, we cannot assure investors that we will be able to obtain financing. If we are unable to raise needed financing, we will have to delay or abandon our business. If we cannot raise financing to meet our obligations, we will be insolvent and will cease business operations.


BECAUSE OUR DIRECTOR OWNS 71.84% OF OUR OUTSTANDING COMMON STOCK, SHE COULD MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS

 

Our director, Wai Yin Marcia Pong, owns 71.84% of the outstanding shares of our common stock. Accordingly, she will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets. She will also have the power to prevent or cause a change in control. The interests of our director may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.


BECAUSE ALL OF OUR ASSETS, AND OUR SOLE DIRECTOR AND OFFICER ARE LOCATED IN HONG KONG, U.S. RESIDENTS’ ENFORCEMENT OF LEGAL PROCESS MAY BE DIFFICULT.

 

All of our assets are located in Hong Kong. In addition, our director and officer resides in Hong Kong. Accordingly, service of process upon upon us, or upon individuals related to us, may be difficult or impossible to obtain within the United States. As well, any judgment obtained in the United States against us may not be collectible within the United States.


BECAUSE MANAGEMENT HAS NO EXPERIENCE IN RECORDS MANAGEMENT OUR BUSINESS HAS A HIGHER RISK OF FAILURE

 

Our sole director has no professional training or technical credentials in the field of records management. As a result, she may not be able to recognize and take advantage of potential opportunities in the sector. Her decisions and choices may not take into account standard managerial approaches records management companies commonly use. Consequently our operations, earnings and ultimate financial success may suffer irreparable harm as a result.




7




BECAUSE OUR DIRECTOR HAS OTHER BUSINESS INTERESTS SHE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL

 

Our president, Wai Yin Marcia Pong, intends to devote 30% of her business time to our affairs. It is possible that the demands on Ms. Pong from her other obligations could increase with the result that she would no longer be able to devote sufficient time to the management of our business. In addition, Ms. Pong may not possess sufficient time for our business if the demands of managing our business increased substantially beyond current levels.


IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES

 

There is currently no market for our common stock and we can provide no assurance that a market will develop. We currently plan to apply for listing of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement, of which this prospectus forms a part. However, we can provide investors with no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize. If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment.


A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL THE STOCK

 

The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

 

Forward-Looking Statements

 

This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the “Risk Factors” section and elsewhere in this prospectus.

 

Use of Proceeds

 

We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.

 

Determination of Offering Price

 

The selling shareholders will sell our shares at $0.01 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price based upon the price of the last sale of our common stock to investors. There is no assurance of when, if ever, our stock will be listed on an exchange.

Dilution

 

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders



8




Selling Shareholders

 

The selling shareholders named in this prospectus are offering all of the 1,960,000 shares of common stock offered through this prospectus. These shares were acquired from us in a private placement offering that was exempt from the registration pursuant to or under Regulation S of the Securities Act of 1933 as amended, and was completed on January 29, 2011.

 

The following table provides as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:

 

 

1.

the number of shares owned by each prior to this offering;

 

2.

the total number of shares that are to be offered for each;

 

3.

the total number of shares that will be owned by each upon completion of the offering; and

 

4.

the percentage owned by each upon completion of the offering.


Name of Selling Shareholder

Shares Owned Prior to This Offering

Total Number of Shares to Be Offered for Selling Shareholders Account

Total Shares to Be Owned Upon Completion of This Offering

Percentage of Shares Owned Upon Completion of This Offering


Fu Shen, Xia

No. 3, 20 Group, Da Ba Village

Shuang Pai Township, Wun Gang City, Hu Nan Province, China


50,000


50,000


Nil


Nil


Xing, He

No. 18, Huading Village

Long Tian Township, Yong Xin County, Ji An City, Jiang Xi Province, China


50,000


50,000


Nil


Nil


Zhao Quan, Lin

Mian Ling 6 Team, Baz Ma Village

Chi Ma Township, Ping Nan County, Guang Xi Province, China


70,000


70,000


Nil


Nil


Yu Ling, Lu

No. 55, Ge Men Village, Bai Du Town, Na Po County, Guang Xi Province, China


70,000


70,000


Nil


Nil


Xiu Lan, Huang

No. 28, Zhe Lai Village, Bai Du Township, Na Po County, Guang Xi Province, China


70,000


70,000


Nil


Nil




9





Name of Selling Shareholder

Shares Owned Prior to This Offering

Total Number of Shares to Be Offered for Selling Shareholders Account

Total Shares to Be Owned Upon Completion of This Offering

Percentage of Shares Owned Upon Completion of This Offering


Qing Xian, Deng

No. 2, Zhe Lai Village, Bai Du Township, Na Po County, Guang Xi Province, China


70,000


70,000


Nil


Nil


Yu Xian, Lu

No. 86, Long Gua Tun, Nian Hao Village, Long Lin Town, Jing Xi County, Guang Xi Province,

China


70,000


70,000


Nil


Nil


Rong Ming, Tang

No. 08-067, Tang Qian Village, Long Shui Town, Quan Zhou County, Guang Xi Province,

China


70,000


70,000


Nil


Nil


Feng Bing, Li

Zhong Fu Group, Feng Shan Village, Tian Hong Town, Peng Ze County, Jiu Jiang City, Jiang Xi Province, China


70,000


70,000


Nil


Nil


Yan Qiu, Huang

No. 39 Baz Du Street, Bao Du Township, Na Po County, Guang Xi Province, China


70,000


70,000


Nil


Nil


Cai Mei, Nong

No. 35, Da Nong Tun, Da Nong Village, Long Lin Town, Jing Xi County, Guang Xi Province, China


70,000


70,000


Nil


Nil


Chao He, Li

6 Group, Shi Pan Village, Deng Yuan Tai Town, Wu Gang City, Hu Nan Province, China


70,000


70,000


Nil


Nil





10





Name of Selling Shareholder

Shares Owned Prior to This Offering

Total Number of Shares to Be Offered for Selling Shareholders Account

Total Shares to Be Owned Upon Completion of This Offering

Percentage of Shares Owned Upon Completion of This Offering


Zhen Li, Ai

No. 92, 10 Group, Fang Jia Ba Village, Chang Yuan Town, Rong Chang County, Chong Qing City, China


70,000


70,000


Nil


Nil


Zhong Xing, Li

8 Group, Chen Hu Village, Qiu Gang Town, Han Shou County, Hu Nan Province, China


70,000


70,000


Nil


Nil


Ju Min, Xiong

Jiang Yuan Village, Tian Zhu Chang Township, Qian Shan County, Shang Rao City, Jiang Xi Province, China


70,000


70,000


Nil


Nil


Jiu Ying, Li

No. 14, 2 Group, Jin Yin Village, Feng Gao Town, Rong Chang County, Chong Qing City, China


70,000


70,000


Nil


Nil


Da Rong, Nong

No. 7, Bai Lang Tun, Zhe Lai Village, Baz Du Township, Na Po County, Guang Xi Province, China


70,000


70,000


Nil


Nil


Ying Xiong, He

No. 150-1, Da Ban Tun, He Men Village, Xin Jia Township, Jing Xi County, Guang Xi Province, China


70,000


70,000


Nil


Nil


Du Juan, Wei

No. 9, Feng Huang Tun, Xia Ju Village, Chuan Shan Town, Huan Jiang Mao Nan County, Guang Xi Province, China


90,000


90,000


Nil


Nil


Xiao Li, Luo

5 Group, Lu Jia Gou Village, Da He Kan Town, Nan Zheng County, Shan Xi Province, China


90,000


90,000


Nil


Nil



11





Name of Selling Shareholder

Shares Owned Prior to This Offering

Total Number of Shares to Be Offered for Selling Shareholders Account

Total Shares to Be Owned Upon Completion of This Offering

Percentage of Shares Owned Upon Completion of This Offering


Jun Fa, Xiang

He Ba Group, De Wang Village, De Wang Township, Jiang Kou County, Gui Zhou Province, China


70,000


70,000


Nil


Nil


Yu Qin, Ling

No. 7, Shang Qi Gen Tun, Fa Da Village, An De Town, Jiang Xi County, Guang Xi Province, China


70,000


70,000


Nil


Nil


Jia Jia, Huang

No. 18, Bai Du Street, Bai Du Township, Na Po County, Guang Xi Province, China


70,000


70,000


Nil


Nil


Zhing Jun, Yang

No. 47-2 Dong Xing Street, Jin Shan Office, Fu Quan City, Guizhou Province, China


70,000


70,000


Nil


Nil


Yuan You, Yang

No. 2 Xi Jia Yuan Group, Tai Ping Village, Cheng Xiang Town, Fu Quan City, Gui Zhou Province, China


70,000


70,000


Nil


Nil


Hua Hong, Wang

No. 3 15 Group, Tang Xia Village, Yang Lin Township, Don Kou County, Hu Nan Province, China


70,000


70,000


Nil


Nil


Cai Hong, Huang

No. 55, Naguan Tun, Zhe Lai Village, Ba Du Township, Na Po County, Guang Xi Province, China


70,000


70,000


Nil


Nil


Zhen Qin, Huang

No. 22, Na Guan Tun, Zhe Lai Village, Bai Du Township, Na Po County, Guang Xi Province, China


70,000


70,000


Nil


Nil




12




The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares.  The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold. The percentages are based on 6,960,000 shares of common stock outstanding on the date of this prospectus.

 

None of the selling shareholders:

 

(1)

has had a material relationship with us other than as a shareholder at any time within the past three years; or

 

 

 

 

(2)

has ever been one of our officers or directors.

 

Plan Of Distribution

 

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions. There are no arrangements, agreements or understandings with respect to the sale of these securities.

 

The selling shareholders will sell our shares at $0.01 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price based upon the price of the last sale of our common stock to investors. There is no assurance of when, if ever, our stock will be listed on an exchange or quotation system.

 

The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144.

 

If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us. Such partners may, in turn, distribute such shares as described above. If these shares being registered for resale are transferred from the named selling shareholders and the new shareholders wish to rely on the prospectus to resell these shares, then we must first file a prospectus supplement naming these individuals as selling shareholders and providing the information required concerning the identity of each selling shareholder and he or her relationship to us. There is no agreement or understanding between the selling shareholders and any partners with respect to the distribution of the shares being registered for resale pursuant to this registration statement.

 

We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.

 

We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

 

The selling shareholders must comply with the requirements of the Securities Act and the Securities Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

 

 

1.

Not engage in any stabilization activities in connection with our common stock;

 

 

 

 

2.

Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and

 

 

 

 

3.

Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act.

 

The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).



13




The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which:

 

 

*

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

 

*

contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements

 

*

contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;

 

*

contains a toll-free telephone number for inquiries on disciplinary actions;

 

*

defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

 

*

contains such other information and is in such form (including language, type, size, and format) as the Commission shall require by rule or regulation;

 

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:

 

 

*

bid and offer quotations for the penny stock;

 

*

the compensation of the broker-dealer and its salesperson in the transaction;

 

*

the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

 

*

monthly account statements showing the market value of each penny stock held in the customer's account.


 

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

 

Description of Securities

 

General

 

Our authorized capital stock consists of 75,000,000 shares of common stock at par value of $0.001 per share.

 

Common Stock

 

As of November 4, 2011, there were 6,960,000 shares of our common stock issued and outstanding that are held by 29 stockholders of record.

 

Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.

 

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.



14




Preferred Stock

 

We do not have an authorized class of preferred stock.

 

Dividend Policy

 

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

 

Share Purchase Warrants

 

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

 

Options

 

We have not issued and do not have outstanding any options to purchase shares of our common stock.

 

Convertible Securities

 

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

 

Interests Of Named Experts And Counsel

 

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, an interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

 

Kain & Valinsky, P.A., Attorneys At Law, of 900 Southeast Third Avenue, Suite 205, Fort Lauderdale, Florida, have provided an opinion on the validity of our common stock.

 

The financial statements included in this prospectus and the registration statement have been audited by PLS CPA, A Professional Corp to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

 

Description of Business


We were incorporated pursuant to the laws of Nevada on August 23, 2010, and that was the date of inception.


It is our long-term goal to provide a full-service, computerized records management company providing secure storage and indexing of paper records, digital media and other business-critical information, including computer disks and tapes, optical disks, microfilm, audio and video tapes, medical records, and blueprints. Our personalized service will include retention schedules, data conversion and ORC, and records relocation.  We intend to provide specially designed boxes and other supplies which make handling records easier.  Our initial focus will be providing storage of paper records only.


Our information protection and storage services will be broadly divided into two major service categories: records management, and data protection and recovery. We intend to offer both physical services and technology solutions in each of these categories. Media formats can be broadly divided into physical and electronic records. We define physical records to include paper documents. Electronic records include various forms of magnetic media such as computer tapes and hard drives and optical disks.



15




Our physical records management services will include: records management programs to help customers comply with specific regulatory requirements, implementation of programs that feature secure, cost-effective storage for all major media, including paper (which is the dominant form of records storage), flexible retrieval access and retention management. Our technology-based records management services are comprised primarily of digital archiving and related services for secure, legally compliant and cost-effective long-term archiving of electronic records.

Physical records may be broadly divided into two categories: active and inactive. Active records relate to ongoing and recently completed activities or contain information that is frequently referenced. Active records are usually stored and managed on-site by the organization that originated them to ensure ready availability. Inactive physical records are the principal focus of the information protection and storage services industry. Inactive records consist of those records that are not needed for immediate access but which must be retained for legal, regulatory and compliance reasons or for occasional reference in support of ongoing business operations.

Electronic records management focuses on the storage of, and related services for, computer media that is either a backup copy of recently processed data or archival in nature. Customer needs for data backup and recovery and archiving are distinctively different. Backup data exists because of the need of many businesses to maintain backup copies of their data in order to be able to recover the data in the event of a system failure, casualty loss or other disaster. It is customary for data processing groups to rotate backup tapes to off-site locations on a regular basis and to require multiple copies of such information at multiple sites.

We believe the issues encountered by customers trying to manage their electronic records are similar to the ones they face in their physical records management programs and consist primarily of: (1) storage capacity and the preservation of data; (2) access to and control over the data in a secure environment; and (3) the need to retain electronic records due to regulatory requirements or for litigation support.

We believe that the volume of stored physical and electronic records will continue to increase for a number of reasons, including: (1) regulatory requirements; (2) concerns over possible future litigation and the resulting increases in volume and holding periods of records; (3) inexpensive document producing technologies such as facsimile, desktop publishing software and desktop printing; (4) the continued proliferation of data processing technologies such as personal computers and networks; (5) the high cost of reviewing records and deciding whether to retain or destroy them; (6) the failure of many entities to adopt or follow policies on records destruction; and (7) requirements to keep backup copies of certain records in off-site locations.

We believe that paper-based information will continue to grow, not in spite of, but because of, "paperless" technologies such as e-mail and the Internet. These technologies have prompted the creation of hard copies of such electronic information and have also led to increased demand for electronic records services, such as the storage and off-site rotation of backup copies of magnetic media. In addition, we believe that the proliferation of digital information technologies and distributed data networks has created a growing need for efficient, cost-effective, high quality technology solutions for electronic data protection, digital archiving and the management of electronic documents.


Service Offerings

Business Records Management

The hard copy business records stored by our potential customers are not very active. These records are typically stored in cartons packed by the customer.  Storage charges will generally be billed monthly on a per storage unit basis, usually either per carton or per cubic foot of records, and will include the provision of space, racking, computerized inventory and activity tracking and physical security.




16




Physical Data Protection & Recovery Services

Physical data protection & recovery services consist of the storage and rotation of backup computer media as part of corporate disaster recovery and business continuity plans. Computer tapes, cartridges and disk packs will be transported off-site on a scheduled basis to secure facilities, where they will be available to customers 24 hours a day, 365 days a year, to facilitate data recovery in the event of a disaster.

Financial Characteristics of Our Business

Our financial model is based on the recurring nature of our various revenue streams. It is believed that the historical predictability of our revenues and the resulting operating income before depreciation and amortization ("OIBDA") will allow us to operate with a high degree of financial leverage, if necessary or desirable.


We will derive a majority of our revenues from fixed periodic, usually monthly, fees charged to customers based on the volume of records stored. Once a customer places physical records in storage with us and until those records are destroyed or permanently removed, for which we would typically receive a service fee, we would receive recurring payments for storage fees without incurring additional labor or marketing expenses or significant capital costs.


Market Analysis Summary


The New Territories is home to many new companies that are constantly seeking a business advantage in the marketplace. In the 2009 Annual Report from The Corporate Registry (Hong Kong) it’s reported that there are 732, 961 private companies in Hong Kong, 10,013 Public Companies and 7,779 Non-Hong Kong Companies currently registered.

 

Hong Kong is a small-sized island covering 1,095 sq. km (423 sq. miles). However, there are currently many reclamation projects at hand, thus expanding the land area. Hong Kong never used to be as big as it is now. From 1851 to 1997, the total area of land reclaimed from the sea measured to 60 sq. km (23 sq. miles). In area, the island of Hong Kong is 80 sq. km (31 sq. miles), Kowloon peninsular is 47 sq. km (18 sq. miles), the New Territories is 794 sq. km (306 sq. miles), and the remote islands total 175 sq. km (67 sq. miles).


As at March 31, 2009, there were 732,961 local companies on the public register.


As a result of Hong Kong’s physical size and mature transportation system all market areas are easily accessible from the Company’s location.


Future growth will come from Hong Kong's proximity to, and close and unique relationship with, Mainland China. It has been the preferred entry point into Mainland China for business for more than 150 years. Hong Kong's business influence across China is extensive and deep. Hong Kong provides almost half of the Mainland’s inward investment, while the Mainland is the city’s largest trading partner.


There is a broad base of companies for us to approach – the industry groups offering the greatest potential are manufacturing, construction, import/export & retail, transport, communications and financial services.


Market Segmentation


We intend to direct our marketing efforts on each of the following target customers:


Small companies;

Medium companies;

Large companies.





17




Market Analysis


 

 

Year 1

Year 2

Year 3

Year 4

Year 5

 

Potential Customers

Growth

 

 

 

 

 

CAGR

Small Companies

2%

3,250

3,299

3,348

3,398

3,449

1.50%

Medium Companies

1%

1,750

1,762

1,774

1,786

1,799

0.69%

Large Companies

0%

250

251

252

253

254

0.40%

Total

1.18%

5,250

5,312

5,374

5,437

5,502

1.18%


Strategy and Implementation Summary


We have a strong sales advantage that will form the basis of our marketing strategy.  The advantage is that being the new player in the market we will have state of the art functionality at our new facility focusing on paper records only, and the ability to handle significant volumes if required.  One of our biggest advantages will be that of a low cost provider.


Sales Strategy


Our direct sales force will be the hub of our sales strategy.  They will visit potential customers and deliver outsourcing proposals.  Initially, we will offer a 15% discount on storage rates for the first year.  We anticipate that first month sales will be flat.  We anticipate that sales will pick up quickly in the second month.


Management Team Summary


It is anticipated that our management system will eventually be comprised as follows:


Our President will be responsible for day-to-day operation of the facility.  He will also manage the sales team.

A facility team will oversee the record storage and retrieval.

A security team will be responsible for monitoring facility access.

A customer service team will be responsible for processing customer's requests.


Personnel Plan


Our anticipated personnel requirements during the first three years are as follows:


President

Facility manager

Security manager

Customer service manager

Facility/transport staff (4)

Security staff (2)

Customer service staff (2)

Sales staff (2)

 

Compliance with Government Regulations

 

Government Regulations


We do not expect governmental regulations to materially restrict our business operations. We are not currently subject to direct regulation other than regulations applicable to businesses generally.


New laws may impact our ability to market our magazine in the future.  However, we are not aware of any pending laws or regulations that would have an impact on our business.

 

Employees

 

We have no employees as of the date of this prospectus other than our one director.



18




Research and Development Expenditures

 

We have not incurred any other research or development expenditures since our incorporation.

 

Subsidiaries

 

We do not have any subsidiaries.

 

Patents and Trademarks

 

We do not own, either legally or beneficially, any patents or trademarks.

 

Description of Property

 

We have leased premises for our initial storage operations at Workshop 7, 1/F., Shui Sum Industrial Building, 8-10 Kwai Sau Road, Kwai Chung, NT, Hong Kong. The lease agreement is dated August 23, 2011, it is for a 2 year term commencing Sept 1, 2011 and terminating August 31, 2013. The rent is $3,000 HK per month, and covers 600 sq feet.


In addition, our secretary and treasurer, Wai Yin Marcia Pong, provides office space to us at Flat A, 22F, Block 11, Wonderland Villas, Kwai Chung, Hong Kong, China at no cost.


Legal Proceedings


We are currently not party to any legal proceedings.  Our address for service of process in Nevada is 1859 Whitney Mesa Dr., Henderson, Nevada, 89014.


Market For Common Equity And Related Stockholder Matters

No Public Market for Common Stock

 

There is presently no public market for our common stock. We anticipate applying for trading of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.

 

Stockholders of Our Common Shares

 

As of the date of this registration statement, we have 29 registered shareholders.

 

Rule 144 Shares

 

The 5,000,000 shares held by our sole director and officer is subject to the sale limitations imposed by Rule 144. The eventual availability for sale of substantial amounts of common stock under Rule 144 could adversely affect prevailing market prices for our securities.


Our issued shares of common stock are not currently available for resale to the public in accordance with the volume and trading limitations of Rule 144 of the Act.. Our shareholders cannot rely on Rule 144 for the resale of our common stock until the following have occurred:


1.

we are subject to the reporting requirements of the Exchange Act;

2.

we have filed all Exchange Act reports required for the past 12 months; and

3.

a minimum of one year has elapsed since we filed current Form 10 information on Form 8-K changing our status from a shell company to a non-shell company.




19




When Rule 144 is available, our affiliate stockholder shall be entitled to sell within any three month period a number of shares that does not exceed the greater of:


 

1. 1% of the number of shares of the company's common stock then outstanding; or


 

2. the average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.


Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.

 

Stock Option Grants

 

To date, we have not granted any stock options.

 

Registration Rights

 

We have not granted registration rights to the selling shareholders or to any other persons.

 

Dividends

 

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

 

1.

we would not be able to pay our debts as they become due in the usual course of business; or

 

 

2.

our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

 

We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

Financial Statements

 

Index to Financial Statements:

 

1.

Report of Independent Registered Public Accounting Firm;

 

 

 

2.

Audited financial statements for the period from August 23, 2010 (inception) to March 31, 2011 including:

 

 

 

 

a.

Balance Sheet;

 

b.

Statements of Operations;

 

c.

Statement of Stockholders' Equity;

 

d.

Statements of Cash Flows; and

 

e.

Notes to Financial Statements

 

 

3.

Report of Independent Registered Public Accounting Firm.

 

 

 

4.

Unaudited financial statements for the period from August 23, 2010 (inception) to June 30, 2011 including:

 

 

 

 

a.

Balance Sheet;

 

b.

Statements of Operations;

 

c.

Statement of Stockholders' Equity;

 

d.

Statements of Cash Flows; and

 

e.

Notes to Financial Statements




20





t PLS CPA, A PROFESSIONAL CORP.

4725 MERCURY STREET #210 t SAN DIEGO t CALIFORNIA 92111t

t TELEPHONE (858)722-5953 t FAX (858) 761-0341  t FAX (858) 433-2979

t E-MAIL changgpark@gmail.com t


 Report of Independent Registered Public Accounting Firm

ABC Records Management and Data Storage Inc.


We have audited the accompanying balance sheet of ABC Records Management and Data Storage Inc. (A Development Stage “Company”) as of March 31, 2011 and the related statements of operations, changes in shareholders’ equity and cash flows for the period from August 23, 2010 (inception) to March 31, 2011. 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 audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit 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 statements presentation.  We believe that our audit provides 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 ABC Records Management and Data Storage Inc. as of March 31, 2011, and the result of its operations and its cash flows for the period from August 23, 2010 (inception) to March 31, 2011 in conformity with U.S. generally accepted accounting principles.


The 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’s losses from operations raise 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/PLS CPA


 PLS CPA, A Professional Corp.


June 14, 2011

San Diego, CA. 92111












Registered with the Public Company Accounting Oversight Board



21











ABC Records Management and Data Storage Inc.

 

Financial Statements

 

August 23, 2010 (inception) through March 31, 2011











22





ABC Records Management and Data Storage Inc.

(A Development Stage Company)

Balance Sheet

 


ASSETS

 

 

 

 

 

 

 

March 31,

 

 

2011

 

 

 

Current

 

 

 

Cash and cash equivalents

$

23,268

 

Total current assets

 

23,268

 

 

 

 

 

Total assets

$

23,268

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current Liabilities

 

 

 

Accounts payable

$

1,130

 

Accrued expense

 

4,000

 

 

 

 

 

Total current liabilities

 

5,130

 

 

 

 

 

Total liabilities

 

5,130

 

 

 

 

Commitments and Contingencies

 

-

 

 

 

Stockholders' Equity

 

 

 

Capital stock, $.001 par value,

 

 

 

75,000,000 shares authorized;

 

 

 

6,960,000 shares issued and outstanding

 

6,960

 

Additional paid-in capital

 

17,640

 

Deficit, accumulated during the development stage

 

(6,462)

 

 

 

 

 

Total stockholders’ equity

 

18,138

 

Total liabilities and stockholders’ equity

$

23,268




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



23





ABC Records Management and Data Storage Inc.

(A Development Stage Company)

Statement of Operations

 



 

 

For the period from

inception on August 23,

2010 through March 31,

 

Accumulated from

August 23, 2010 (inception)

through March 31,

 

 

2011

 

2011

 

 

 

 

 

 

 

 

 

 

Revenue

$

-

$

-

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

Legal and accounting

 

5,000

 

5,000

 

Operation and administration

 

1,462

 

1,462

 

Total operating expense

 

5,462

 

5.462

 

 

 

 

 

Net loss from operations and before income tax

 

(6,462)

 

(6,462)

Income tax expense

 

-

 

-

 

 

 

 

 

Net loss

$

(6,462)

$

(6,462)

 

 

 

 

 

Loss per common share

 

 

 

 

      Basic and diluted

$

(0.00)

 

 

 

 

 

 

 

Weighted average common shares

 

 

 

 

      Basic and diluted

 

3,151,674

 

 







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





24





ABC Records Management and Data Storage Inc.

(A Development Stage Company)

Statement of Stockholders' Equity

From August 23, 2010 (inception) through March 31, 2011

 



 

 

Common Stock

 

Additional Paid-in Capital

 

Accumulated Deficit During Development Stage

 

Total Stockholders' Equity

Shares

 

Amount

 

 

 

 

 

 

 

 

 

 

 

Balance, August 23, 2010 (inception)

 

-

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for Cash at $0.001 per share

 

5,000,000

 

5,000

 

-

 

 

 

5,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for Cash at $0.01 per share

 

1,960,000

 

1,960

 

17,640

 

 

 

19,600

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period ending March 31, 2011

 

-

 

-

 

-

 

(6,462)

 

(6,462)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2011

 

6,960,000

$

6,960

$

17,640

$

(6,462)

$

18,138






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




25





ABC Records Management and Data Storage Inc.

(A Development Stage Company)

Statement of Cash Flows

 



 

 

For the period from

 inception on August 23,

 2010 through March 31,

 

Accumulated from

August 23, 2010

(inception) through

March 31,

 

 

2011

 

2011

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

Net loss

$

(6,462)

$

(6,462)

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

     Increase (decrease) in accounts payable

 

1,130

 

1,130

 

 

 

 

 

 

 

     Increase(decrease) in accrued expense

 

4,000

 

4,000

 

Net cash used in operating activities

 

(1,332)

 

(1,332)

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

     Cash paid for investments

 

-

 

-

 

 

 

 

 

 

 

Net cash used in investing activities

 

-

 

-

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Proceeds from issuance of common stock

 

24,600

 

24,600

 

Net cash provided by financing activities

 

24,600

 

24,600

 

 

 

 

 

Increase in cash and cash equivalents

 

23,268

 

23,268

 

 

 

 

 

Cash and cash equivalents, beginning of year

 

-

 

-

 

 

 

 

 

Cash and cash equivalents, end of period

$

23,268

$

23,268

 

 

 

 

 

Supplement Disclosures:

 

 

 

 

Cash paid for interest

$

-

$

-

Cash paid for income tax

$

-

$

-





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




26





ABC Records Management and Data Storage Inc.

(A Development Stage Company)

Notes to the Financial Statements



Note 1 – Basis of Presentation


The accompanying audited financial statements for the period from inception on August 23, 2010 through March 31, 2011 have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for financial information.


Note 2 – Nature of Operations


The Company was incorporated in the State of Nevada on August 23, 2010. ABC Records Management & Data Storage (ABC) is planned to become a full-service, computerized records management company providing secure storage and indexing of paper records, digital media and other business-critical information, including computer disks and tapes, optical disks, microfilm, audio and video tapes, medical records, and blueprints.  


Note 3 - Significant Accounting Policies


The following is a summary of significant account policies used in the preparation of these financial statements.


a. Basis of presentation


The financial statements of the Company have been prepared in accordance with General Accepted Accounting Principles (GAAP) accepted in the United States of America applicable to exploration stage enterprises, and are expressed in U.S. dollars. The Company’s fiscal year end is March 31.


b. Cash and cash equivalents


Cash and cash equivalents include highly liquid investments with original maturities of three months or less.



c. Fair Value of Financial instruments


The Company adopted FASB ASC 820-10-50, “Fair Value Measurements. This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:



27





ABC Records Management and Data Storage Inc.

(A Development Stage Company)

Notes to the Financial Statements



Note 3 - Significant Accounting Policies (continues)


  

·

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.


  

·

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.


 

·

Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.


The carrying amounts reported in the balance sheet for the cash and cash equivalents, and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.


d. Income taxes


The Company utilizes the liability method of accounting for income taxes.  Under the liability method, deferred income tax assets and liabilities are provided based on the difference between the financial statement and tax bases of assets and liabilities measured by the currently enacted tax rates in effect for the years in which these differences are expected to reverse.  Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities.


e. Basic and diluted net loss per share


The Company computes net loss per share in accordance with GAAP. The Company presents both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerators) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.


Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. The Company had no common stock equivalents outstanding at March 31, 2011.



28





ABC Records Management and Data Storage Inc.

(A Development Stage Company)

Notes to the Financial Statements



Note 3 - Significant Accounting Policies (continues)


 

 

For the Year Ended March 31, 2011

 

From August 23, 2009 (inception) to Year Ended March 31, 2011

 

 

 

 

 

Basic Earnings per share:

 

 

 

 

 

Income(loss)(numerator)

$

(6,462)

$

(6,462)

 

Shares(denominator)

 

3,151,674

 

3,151,674

 

 

Per share amount

$

-

$

-


 

 

For the Year Ended 31-Mar-11

 

From August 23, 2009 (inception) to Year Ended March 31, 2011

 

 

 

 

 

Fully Diluted Earnings per share:

 

 

 

 

 

Income(loss)(numerator)

$

(6,462)

$

(6,462)

 

Shares(denominator)

 

3,151,674

 

3,151,674

 

 

Per share amount

$

-

$

-


f. Use of estimates and assumptions


The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. In these financial statements, assets, liabilities and earnings involve extensive reliance on management’s estimates. Actual results could differ from those estimates.


g. Concentrations of credit risk


The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management also routinely assesses the financial strength and credit worthiness of any parties to which it extends funds and as such, it believes that any associated credit risk exposures are limited.





29





ABC Records Management and Data Storage Inc.

(A Development Stage Company)

Notes to the Financial Statements



Note 3 - Significant Accounting Policies (continues)


h. Risks and uncertainties


The Company is in formative stage of acquiring customers and technology to be able to compete in the data storage industry that is subject to significant risks and uncertainties, including financial, operational, and other risks associated with operating a data storage business, including the potential risk of business failure.  


Note 4 - Capital Stock


Authorized


The total authorized capital is 75,000,000 common shares with a par value of $0.001 per common share.


Issued and outstanding


In December 2010 the Company issued 5,000,000 shares of our common stock for cash at $0.001 per share


In January 2011 the Company issued 1,960,000 shares of our common stock for cash at $0.01 per share.


As of March 31, 2011 there are 6,960,000 shares issued and outstanding.

  

Note 5 - Income Taxes


The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10 (Prior authoritative literature: Financial Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48)).  FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with prior literature FASB Statement No. 109, Accounting for Income Taxes.  This standard requires a company to determine whether it is more likely than not that a tax position will be sustained will be sustained upon examination based upon the technical merits of the position.  If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.  As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10.  



30





ABC Records Management and Data Storage Inc.

(A Development Stage Company)

Notes to the Financial Statements



Note 5 - Income Taxes (continues)


Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts

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


As of March 31, 2011, the Company had no accrued interest and penalties related to uncertain tax positions. The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 34% to pretax income from continuing operations for the year ended March 31, 2011 and the period from inception on August 23, 2010 through March 31, 2010 due to the following:


Deferred tax assets and the valuation account are as follows:


 

 

For Year Ended

 

From August 23, 2010

(inception) to Year

 

 

March 31,

 

Ended March 31,

 

 

2011

 

2011

Deferred tax asset:

 

 

 

 

 

Net operating loss carryforward

$

2,197

$

2,197

 

Valuation allowance

 

(2,197)

 

(2,197)

 

 

 

 

 

 

Total

$

-

$

-


The components of income tax expense are as follows:


 

 

 

For Year Ended

 

From August 23, 2010

(inception) to Year

 

 

 

March 31,

 

Ended March 31,

 

 

 

2011

 

2011

 

 

 

 

 

 

 

Current Federal tax

$

-

$

-

 

Current State tax

 

-

 

-

 

Change in NOL benefit

 

-

 

-

 

Change in valuation allowance

 

-

 

-

 

 

 

 

 

 

 

Total

$

-

$

-



31





ABC Records Management and Data Storage Inc.

(A Development Stage Company)

Notes to the Financial Statements



Note 5 - Income Taxes (continues)



The potential income tax benefit of these losses has been offset by a full valuation allowance.As at March 31, 2011, the Company has an unused net operating loss carry-forward balance of $6,462 that is available to offset future taxable income. This unused net operating loss carry-forward balance begins to expire in 2027.


A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


  

 

Year Ended

March 31,

 

From August 23, 2010

(inception) to Year

Ended March 31,

  

 

2011

 

2011

Beginning balance

$

-

$

-

Additions based on tax positions related to current year

 

-

 

-

Additions for tax positions of prior years

 

-

 

-

Reductions for tax positions of prior years

 

-

 

-

Reductions in benefit due to income tax expense

 

-

 

-

Ending balance

$

-

$

-


At March 31, 2011, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate.


The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months. 


As of March 31, 2011, the Company had no accrued interest or penalties related to uncertain tax positions.


The tax years that remain subject to examination by major taxing jurisdictions are those for the year ended March 31, 2011.


Note 6 – Going Concern


These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $6,462 and further losses are anticipated in the development of its business. This raises substantial doubt about the Company’s ability to continue as a going concern.



32





ABC Records Management and Data Storage Inc.

(A Development Stage Company)

Notes to the Financial Statements



Note 6 – Going Concern (continues)


Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through a private placement and public offering of its common stock. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.


The ability of the Company to emerge from the formative stage is dependent upon, among other things, obtaining additional financing to continue operations.


These factors, among others raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.


Note 7 – Subsequent Events


ABC Records Management and Data Storage Inc. has evaluated subsequent events from March 31, 2011 through June 14, 2011 the date the financial statements were available and  issued, and concluded there were no events or transactions occurring during this period that required recognition of disclosure in its financial statements.











33





PLS CPA, A PROFESSIONAL CORP.

t 4725 Mercury Street #210 t SAN DIEGO t CALIFORNIA 92111t

t TELEPHONE (858)722-5953 t FAX (858) 761-0341  t FAX (858) 433-2979

t E-MAIL changgpark@plecpas.com t

Report of Independent Registered Public Accounting Firm



To the Board of Directors of

ABC Records Management and Data Storage Inc.



We have reviewed the accompanying balance sheets of ABC Records Management and Data Storage Inc. (A Development Stage “Company”) as of June 31, 2011, and the related statements of operations, and cash flows for the three months ended June 30, 2011; and for the period from August 23, 2010 (inception) through June 30, 2011. These financial statements are the responsibility of the Company’s management.


We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.


Based on our review, we are not aware of any material modifications that should be made to the condensed financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  Because of the Company’s current status and limited operations there is substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to its current status are also described in Note 6.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/  PLS CPA

PLS CPA, A Professional Corp.


September 30, 2011

San Diego, CA 92111


Registered with the Public Company Accounting Oversight Board



34






ABC Records Management and Data Storage Inc.

 

Financial Statements

 

August 23, 2010 (inception) through June 30, 2011and three months ended June 30, 2011















35





ABC Records Management and Data Storage Inc.

(A Development Stage Company)

Balance Sheets

 



ASSETS

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

March 31,

 

 

2011

 

2011

 

 

(unaudited)

 

 

 

 

 

 

 

Current

 

 

 

 

 

Cash and cash equivalents

$

17,770

$

23,268

 

Prepaid expense

 

165

 

-

 

Total current assets

 

17,935

 

23,268

 

 

 

 

 

 

 

Total assets

$

17,935

$

23,268

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable

$

-

$

1,130

 

Accrued expense

 

2,000

 

4,000

 

 

 

 

 

 

 

Total current liabilities

 

2,000

 

5,130

 

 

 

 

 

 

 

Total liabilities

 

2,000

 

5,130

 

 

 

 

 

 

Commitments and Contingencies

 

 -

 

 -

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

Capital stock, $.001 par value,

 

 

 

 

 

75,000,000 shares authorized;

 

 

 

 

 

6,960,000 shares issued and outstanding

 

6,960

 

6,960

 

Additional paid-in capital

 

17,640

 

17,640

 

Deficit, accumulated during the development stage

 

       (8,665)

 

     (6,462)

 

 

 

 

 

 

 

Total stockholders’ equity

 

15,935

 

18,138

 

Total liabilities and stockholders’ equity

$

17,935

$

23,268


 

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



36





ABC Records Management and Data Storage Inc.

(A Development Stage Company)

Statement of Operations

(Unaudited)

 



 

 

Three Month Ended

June 30, 2011

 

For the period from

inception on August 23, 2010

 through June 30,

 

 

 

 

2011

 

 

 

 

 

 

 

 

 

 

Revenue

$

-

$

-

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

Legal and accounting

 

2,000

 

7,000

 

Operation and administration

 

203

 

1,665

 

Total operating expense

 

2,203

 

8,665

 

 

 

 

 

Net loss from operations and before income tax

 

(2,203)

 

(8,665)

 

 

 

 

 

Income tax expense

 

-

 

-

 

 

 

 

 

Net loss

$

(2,203)

$

(8,665)

 

 

 

 

 

Loss per common share

 

 

 

 

      Basic and diluted

$

(0.00)

 

 

 

 

 

 

 

Weighted average common shares

 

 

 

 

      Basic and diluted

 

6,960,000

 

 




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





37





ABC Records Management and Data Storage Inc.

(A Development Stage Company)

Statement of Stockholders' Equity

From August 23, 2010 (inception) through June 30, 2011

 

 



 

 

Common Stock

 

Additional Paid-in Capital

 

Accumulated Deficit During Development Stage

 

Total Stockholders' Equity

Shares

 

Amount

 

 

 

 

 

 

 

 

 

 

 

Balance, August 23, 2010 (inception)

 

-

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for Cash at $0.001 per share

 

5,000,000

 

5,000

 

-

 

 

 

5,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for Cash at $0.01 per share

 

1,960,000

 

1,960

 

17,640

 

 

 

19,600

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period ending March 31, 2011

 

-

 

-

 

-

 

(6,462)

 

(6,462)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2011

 

6,960,000

 

6,960

 

17,640

 

(6,462)

 

18,138

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for period ended June 30, 2011

 

-

 

-

 

-

 

(2,203)

 

(2,203)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2011  (Unaudited)

 

6,960,000

$

6,960

$

17,640

$

(8,665)

$

15,935





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



38





ABC Records Management and Data Storage Inc.

(A Development Stage Company)

Statement of Cash Flows

(Unaudited)

 



 

 

Three Months Ended

June 30,

 

For the period  from

inception on August 23,

 2010 through June 30,

 

 

2011

 

2011

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

Net loss

$

(2,203)

$

(8,665)

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

     Increase(decrease) in Prepaid Expenses

 

(165)

 

(165)

 

     Increase (decrease) in accounts payable

 

(1,130)

 

-

 

     Increase(decrease) in accrued expense

 

(2,000)

 

2,000

 

Net cash used in operating activities

 

(5,498)

 

(6,830)

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

     Cash paid for investments

 

-

 

-

 

 

 

 

 

 

Net cash used in investing activities

 

-

 

-

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Proceeds from issuance of common stock

 

-

 

24,600

 

 

 

 

 

 

Net cash provided by financing activities

 

-

 

24,600

Increase in cash and cash equivalents

 

(5,498)

 

17,770

Cash and cash equivalents, beginning of period

 

23,268

 

-

Cash and cash equivalents, end of period

$

17,770

$

17,770

 

 

 

 

 

Supplement Disclosures:

 

 

 

 

Cash paid for interest

$

-

$

-

Cash paid for income tax

$

-

$

-



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




39





ABC Records Management and Data Storage Inc.

(A Development Stage Company)

Notes to the Financial Statements (Unaudited)

June 30, 2011



Note 1 – Basis of Presentation


The accompanying unaudited financial statements for the period from inception on August 23, 2010 through June 30, 2011 and three months ended June 30, 2011 have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for financial information.


Note 2 – Nature of Operations


The Company was incorporated in the State of Nevada on August 23, 2010. ABC Records Management & Data Storage (ABC) is planned to become a full-service, computerized records management company providing secure storage and indexing of paper records, digital media and other business-critical information, including computer disks and tapes, optical disks, microfilm, audio and video tapes, medical records, and blueprints.  


Note 3 - Significant Accounting Policies


The following is a summary of significant account policies used in the preparation of these financial statements.


a. Basis of presentation


The financial statements of the Company have been prepared in accordance with General Accepted Accounting Principles (GAAP) accepted in the United States of America applicable to exploration stage enterprises, and are expressed in U.S. dollars. The Company’s fiscal year end is March 31.


b. Cash and cash equivalents


Cash and cash equivalents include highly liquid investments with original maturities of three months or less.



c. Fair Value of Financial instruments


The Company adopted FASB ASC 820-10-50, “Fair Value Measurements”. This guidance defines fair value, establishes a three-level valuation hierarchy for




40





ABC Records Management and Data Storage Inc.

(A Development Stage Company)

Notes to the Financial Statements (Unaudited)

June 30, 2011



Note 3 - Significant Accounting Policies (continues)


disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:



  

·

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

 

 

  

·

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

 

 

 

·

Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.


The carrying amounts reported in the balance sheet for the cash and cash equivalents, and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.


d. Income taxes


The Company utilizes the liability method of accounting for income taxes.  Under the liability method, deferred income tax assets and liabilities are provided based on the difference between the financial statement and tax bases of assets and liabilities measured by the currently enacted tax rates in effect for the years in which these differences are expected to reverse.  Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities.


e. Basic and diluted net loss per share


The Company computes net loss per share in accordance with GAAP. The Company presents both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerators) by the weighted average number of shares outstanding




41





ABC Records Management and Data Storage Inc.

(A Development Stage Company)

Notes to the Financial Statements (Unaudited)

June 30, 2011



Note 3 - Significant Accounting Policies (continues)


(denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.


Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. The Company had no common stock equivalents outstanding at June 30, 2011.



 

 

For the Three Months Ended

June 30, 2011

 

 

 

Basic Earnings per share:

 

 

 

Income(loss)(numerator)

$

(2,203)

 

Shares(denominator)

 

6,960,000

 

 

Per share amount

$

-



 

 

For the Three Month Ended

June 30, 2011

 

 

 

Fully Diluted Earnings per share:

 

 

 

Income(loss)(numerator)

$

(2,203)

 

Shares(denominator)

 

6,960,000

 

 

Per share amount

$

-


f. Use of estimates and assumptions


The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. In these financial statements,




42





ABC Records Management and Data Storage Inc.

(A Development Stage Company)

Notes to the Financial Statements (Unaudited)

June 30, 2011



Note 3 - Significant Accounting Policies (continues)


assets, liabilities and earnings involve extensive reliance on management’s estimates. Actual results could differ from those estimates.


g. Concentrations of credit risk


The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management also routinely assesses the financial strength and credit worthiness of any parties to which it extends funds and as such, it believes that any associated credit risk exposures are limited.


h. Risks and uncertainties


The Company is in formative stage of acquiring customers and technology to be able to compete in the data storage industry that is subject to significant risks and uncertainties, including financial, operational, and other risks associated with operating a data storage business, including the potential risk of business failure.  


g. Foreign currency translation


The Company adopted FASB ASC 220-10, “Comprehensive Income”. This guidance defines comprehensive income which includes net income and other comprehensive income comprising certain specific items previously reported directly in stockholders’ equity. Comprehensive income and its components are required to be presented for each year for which an income statement is presented.


As used in FASB ASC 220-10 the term comprehensive income thus encompasses net income. The term other comprehensive income refers to components of comprehensive income that are excluded from net income under GAAP. Note that use of the terms comprehensive income and other comprehensive income per se are not required; thus terms such as nonowner changes in equity and other equivalent descriptions are acceptable. Foreign currency translation adjustment is a component included under other comprehensive income.


Comprehensive income is presented below the total of net income or loss in the income statement.



43





ABC Records Management and Data Storage Inc.

(A Development Stage Company)

Notes to the Financial Statements (Unaudited)

June 30, 2011



Note 4 - Capital Stock


Authorized


The total authorized capital is 75,000,000 common shares with a par value of $0.001 per common share.


Issued and outstanding


In December 2010 the Company issued 5,000,000 shares of our common stock for cash at $0.001 per share.


In January 2011 the Company issued 1,960,000 shares of our common stock for cash at $0.01 per share.


As of June 30, 2011 there are 6,960,000 shares issued and outstanding.


Note 5 - Income Taxes


The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10 (Prior authoritative literature: Financial Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48)).  FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with prior literature FASB Statement No. 109, Accounting for Income Taxes.  This standard requires a company to determine whether it is more likely than not that a tax position will be sustained will be sustained upon examination based upon the technical merits of the position.  If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.  As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10.  


Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary




44





ABC Records Management and Data Storage Inc.

(A Development Stage Company)

Notes to the Financial Statements (Unaudited)

June 30, 2011



Note 5 - Income Taxes (continues)


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


As of June 30, 2011, the Company had no accrued interest and penalties related to uncertain tax positions. The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 34% to pretax income from continuing operations for the three months ended June 30, 2011 and the period from inception on August 23, 2010 through June 30, 2011 due to the following:


Deferred tax assets and the valuation account are as follows:


 

 

For Three Months Ended

 

From August 23, 2010

(inception) to

 

 

June 30,

 

June 30,

 

 

2011

 

2011

Deferred tax asset:

 

 

 

 

 

Net operating loss carryforward

$

749

$

2,946

 

Valuation allowance

 

(749)

 

(2,946)

 

 

 

 

 

 

Total

$

-

$

-


The components of income tax expense are as follows:


 

 

For Three Months Ended

 

From August 23, 2010 (inception) to

 

 

June 30,

,

June 30,

 

 

2011

 

2011

 

 

 

 

 

 

Current Federal tax

$

-

$

-

 

Current State tax

 

-

 

-

 

Change in NOL benefit

 

-

 

-

 

Change in valuation allowance

 

-

 

-

 

 

 

 

 

 

Total

$

-

$

-




45





ABC Records Management and Data Storage Inc.

(A Development Stage Company)

Notes to the Financial Statements (Unaudited)

June 30, 2011



Note 5 - Income Taxes (continues)


The potential income tax benefit of these losses has been offset by a full valuation allowance.


As at June 30, 2011, the Company has an unused net operating loss carry-forward balance of $8,665 that is available to offset future taxable income. This unused net operating loss carry-forward balance begins to expire in 2027.


A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


  

 

Three Months

Ended

June 30,



From August 23, 2010

(inception) to

June 30,

  

 

2011

 

2011

Beginning balance

$

-

$

-

Additions based on tax positions related to current year

 

-

 

-

Additions for tax positions of prior years

 

-

 

-

Reductions for tax positions of prior years

 

-

 

-

Reductions in benefit due to income tax expense

 

-

 

-

Ending balance

$

-

$

-



At June 30, 2011, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate.


The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months. 


As of June 30, 2011, the Company had no accrued interest or penalties related to uncertain tax positions.


The tax years that remain subject to examination by major taxing jurisdictions are those for the year ended June 30, 2011.




46





ABC Records Management and Data Storage Inc.

(A Development Stage Company)

Notes to the Financial Statements (Unaudited)

June 30, 2011



Note 6 – Going Concern


These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $8,665 and further losses are anticipated in the development of its business. This raises substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through a private placement and public offering of its common stock. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.


The ability of the Company to emerge from the formative stage is dependent upon, among other things, obtaining additional financing to continue operations.


These factors, among others raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.


Note 7 – Commitment and contingency


On August 23, 2011, the Company entered into an office lease agreement for a two year term that will commence on September 1, 2011 and expire on August 31, 2013. The Company agreed to a security deposit of $6,000 Hong Kong dollars, or $769.78 US dollars, and month rent expense of $3,000 Hong Kong dollars or $384.89 US dollars


At June 30, 2011, future minimum payments under the operating lease are as follows:


Fiscal Year

 

 

Amount

 

2011

 

$

1,539.56

US

2012

 

 

4,618.68

US

2013

 

 

3,079.12

US

 

 

 

 

 

Total

 

$

9,237.36

US




47





ABC Records Management and Data Storage Inc.

(A Development Stage Company)

Notes to the Financial Statements (Unaudited)

June 30, 2011

 



Note 8 – Subsequent Events



On August 23, 2011, the Company entered into an office lease agreement for a two year term that will commence on September 1, 2011 and expire on August 31, 2013. The Company agreed to a security deposit of $6,000 Hong Kong dollars, or $769.78 US dollars, and month rent expense of $3,000 Hong Kong dollars or $384.89 US dollars.


Except disclose in Note 8, ABC Records Management and Data Storage Inc. has evaluated subsequent events from June 30, 2011 through September 30, 2011 the date the financial statements were available and  issued, and concluded there were no events or transactions occurring during this period other than the statement above that required recognition of disclosure in its financial statements.

































48





Management’s Discussion and Analysis


Plan of Operation

 

Our plan of operation for the twelve months following the date of this prospectus is to install the necessary leasehold improvements to our leased premises, to purchase the equipment and materials necessary to commence operations, to commence our initial marketing programs, and to begin actual operations.  We estimate that the cost of this entire program will be approximately $150,000.

 

We intend to commence this program in the fall and early winter of 2011 and anticipate that it will be completed, and we will be in active operation of our facility by the spring of 2012.

 

As well, we anticipate spending an additional $25,000 on professional fees, including fees payable in connection with the filing of this registration statement and complying with reporting obligations.

 

Total expenditures over the next 12 months are therefore expected to be $175,000.

 

While we have enough funds on hand to commence installing leasehold improvements, we will require additional funding to cover our administrative expenses and to complete our equipment purchases, and initial marketing programs.

 

We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. However, we do not have any arrangements in place for any future equity financing

 

Results Of Operations From Inception to June 30, 2011

 

We did not earn any revenues from our incorporation on August 23, 2010 to June 30, 2011.

 

We incurred operating expenses in the amount of $8,665 for the period from our inception on August 23, 2010 to June 30, 2011. These operating expenses were comprised of legal and accounting fees of $7,000 and expenses attributable to operation and administration of $1,665.

 

Results Of Operations For The Three Month Period Ending June 30, 2011

 

We did not earn any revenues for the three month period ending June 30, 2011.

 

We incurred operating expenses in the amount of $2,203 for the three month period ending June 30, 2011. These operating expenses were comprised of legal and accounting fees of $2,000 and expenses attributable to operation and administration of $203.

 

We have not attained profitable operations and are dependent upon obtaining financing to pursue our business plan of providing a full-service, computerized records management company. For these reasons, there is substantial doubt that we will be able to continue as a going concern.

 

Changes In And Disagreements With Accountants

 

We have had no changes in or disagreements with our accountants.

Available Information

 

We have filed a registration statement on Form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms.  The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our registration statement and the referenced exhibits can also be found on this site.



49





Reports to Security Holders

 

Although we are not required to deliver a copy of our annual report to our security holders, we will voluntarily send a copy of our annual report, including audited financial statements, to any registered shareholder who requests it.  We will not be a reporting issuer with the Securities and Exchange Commission until our registration statement on Form S-1 is declared effective.

Directors, Executive Officers, Promoters And Control Persons

 

Our executive officer and director and his age as of the date of this prospectus is as follows:

 

Directors:

 

Name of Director

 

Age

 

  

  

 

  

 

  

Wai Yin Marcia Pong

 

42

 

  

Executive Officers:

Name of Officer

 

Age

 

Office

  

 

  

 

  

Wai Yin Marcia Pong

 

42

 

President, Chief Executive Officer, Secretary and Treasurer

 

Biographical Information

 

Set forth below is a brief description of the background and business experience of each of our executive officers and directors for the past five years.

 

Ms. Pong has acted as our sole director and officer since August 24, 2010. Ms. Pong has been unemployed since February, 2010. From March, 2008 until February, 2010 Ms. Pong was employed as Senior Marketing Officer for World Vision Hong Kong responsible for the development and implementation of marketing plans to promote child sponsorship and recruit sponsors to help needy children around the world; responsible for raising funds in response to disasters/emergency situations for immediate relief and long-term rehabilitation support in affected countries; responsible for providing content direction for, edit and proof-read child sponsorship and relief-related communication materials, including brochures, emails, direct mail, webpage, and advertisements (print, radio, video and television); and responsible for managing market outreach through telemarketing and events (e.g. street fundraising, road shows). From October, 2007 to March, 2008 Ms. Pong was unemployed. From June, 2005 to October, 2007 Ms. Pong was employed as Marketing Communications Specialist for United Way, responsible for developing and implementing marketing communications strategic plans to promote the United Way brand, and to provide marketing leadership in fundraising; responsible for managing  production of all marketing collateral materials: writing and editing copy, directing design, proofing and approving content before printing; responsible for writing scripts/speeches for fundraising events and training sessions; and responsible for conducting market research to test creative strategy and establish perception benchmarks for evaluating marketing investment.

 

Ms. Pong intends to devote approximately 30% of her business time to our affairs. Ms. Pong does not have any experience in the digital data storage business.

 

Term of Office

 

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.



50




Significant Employees

 

We have no significant employees other than our sole officer and director.

Executive Compensation

 

Summary Compensation Table

 

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal period from our incorporation on August 23 to March 31, 2011 (our fiscal year end) and subsequent thereto to the date of this prospectus.

 

SUMMARY COMPENSATION TABLE

Name
and
Principal
Position

Year

Salary
($)

Bonus
($)

Stock
Awards
($)

Option
Awards
($)

Non-Equity
Incentive
Plan
Compensation
($)

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)

All
Other
Compens-
ation
($)

Total
($)

Wai Yin Marcia Pong
President, CEO,
Secretary, Treasurer
and a director

2010

2011

None

None

None

None

None

None

None

None

None

None

None

None

None

None

None

None

 

Stock Option Grants

 

We have not granted any stock options to the executive officers since our inception.

 

Consulting Agreements

 

We do not have any employment or consulting agreement with Wai Yin Marcia Pong. We do not pay her any amount for acting as a director.


 

51





Security Ownership Of Certain Beneficial Owners And Management

 

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of the date of this prospectus, and by the officers and directors, individually and as a group as at  •, 2011. Except as otherwise indicated, all shares are owned directly.

 

  

  

Amount of

  

Title of

Name and address

beneficial

Percent

Class

of  beneficial owner

ownership

of class

  

  

  

  

Common

 Wai Yin Marcia Pong

5,000,000

71.84%

Stock

 President, Chief

Shares 

  

  

 Executive Officer,

  

  

  

 Secretary, Treasurer

  

  

  

 and Director

  

  

  

Flat A, 22F, Block 11

  

  

  

Wonderland Villas, Kwai Chung

  

  

  

Hong Kong

  

  

  

  

  

  

Common

 All Officers and Directors

5,000,000

71.84%

Stock

 as a group that consists of

shares

  

  

 one person

  

  

 

The percent of class is based on 6,960,000 shares of common stock issued and outstanding as of the date of this prospectus.

Certain Relationships And Related Transactions

 

None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or is in any presently proposed transaction that has or will materially affect us:

 

* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;
* Our sole promoter, Wai Yin Marcia Pong
* Any relative or spouse of any of the foregoing persons who has the same house as such person;
* Immediate family members of directors, director nominees, executive officers and owners of 5% or more of our common stock.

Disclosure Of Commission Position Of Indemnification For
Securities Act Liabilities

 

Our directors and officers are indemnified as provided by the Nevada Revised Statutes and our Bylaws. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction. We will then be governed by the court's decision.

 

Until 90 days from the date of this prospectus, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.



52




Part II

 

Information Not Required In The Prospectus

Other Expenses Of Issuance And Distribution

 

The estimated costs of this offering are as follows:

 

Securities and Exchange Commission registration fee

$

 2.10

 

Transfer Agent Fees

$

 3,000.00

 

Accounting fees and expenses

$

 6,000.00

 

Legal fees and expenses

$

 8,000.00

 

Edgar filing fees

$

 1,500.00

 

  

 

  

 

Total

$

18,502.10

 

 

All amounts are estimates other than the Commission's registration fee.

 

We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

 

Indemnification Of Directors And Officers

 

Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.

 

Under the NRS, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation that is not the case with our articles of incorporation. Excepted from that immunity are:

 

 

(1)

a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;

 

(2)

a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);

 

 

 

 

(3)

a transaction from which the director derived an improper personal profit; and

 

 

 

 

(4)

willful misconduct.

 

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

 

 

(1)

such indemnification is expressly required to be made by law;

 

 

 

 

(2)

the proceeding was authorized by our Board of Directors;

 

 

 

 

(3)

such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or

 

 

 

 

(4)

such indemnification is required to be made pursuant to the bylaws.

 

Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request. This advanced of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise.



53




Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interests.

 

Recent Sales Of Unregistered Securities

 

We issued 5,000,000 shares of our common stock to Wai Yin Marcia Pong on December 7, 2010. Ms. Pong is our president, chief executive officer, treasurer, secretary and a director. She acquired these 5,000,000 shares at a price of $0.001 per share for total proceeds to us of $5,000.00.  These shares were issued pursuant to Regulation S of the Securities Act.  

 

In connection with this issuance, Ms. Pong was provided with access to all material aspects of the Company, including the business, management, offering details, risk factors and financial statements.

 

We completed an offering of 1,960,000 shares of our common stock at a price of $0.01 per share to the following 28 purchasers on January 29, 2011:

 

Name of Subscriber

Number of Shares

  

  

Fu Shen, Xia

50,000

Xing, He

50,000

Zhao Quan, Lin

70,000

Yu Ling, Lu

70,000

Xiu Lan, Huang

70,000

Qing Xian, Deng

70,000

Yu Xian, Lu

70,000

Rong Ming, Tang

70,000

Feng Bing, Li

70,000

Yan Qiu, Huang

70,000

Cai Mei, Nong

70,000

Chao He, Li

70,000

Zhen Li, Ai

70,000

Zhong Xing, Li

70,000

Ju Min, Xiong

70,000

Jiu Ying, Li

70,000

Da Rong, Nong

70,000

Ying Xiong, He

70,000

Du Juan, Wei

90,000

Xiao Li, Luo

90,000

Jun Fa, Xiang

70,000

Yu Qin, Ling

70,000

Jia Jia, Huang

70,000

Zhing Jun, Yang

70,000

Yuan You, Yang

70,000

Hua Hong, Wang

70,000

Cai Hong, Huang

70,000

Zhen Qin, Huang

70,000

 

The total amount received from this offering was $19,600. We completed this offering pursuant to Regulation S of the Securities Act.

 

Regulation S Compliance

 

Each offer or sale was made in an offshore transaction;

 

Neither we, a distributor, any respective affiliates, nor any person on behalf of any of the foregoing made any directed selling efforts in the United States;



54





Offering restrictions were, and are, implemented;

 

No offer or sale was made to a U.S. person or for the account or benefit of a U.S. person;

 

Each purchaser of the securities certifies that it was not a U.S. person and was not acquiring the securities for the account or benefit of any U.S. person;

 

Each purchaser of the securities agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and agreed not to engage in hedging transactions with regard to such securities unless in compliance with the Act; and

 

We are required, either by contract or a provision in our bylaws, articles, charter or comparable document, to refuse to register any transfer of the securities not made in accordance with the provisions of Regulation S pursuant to registration under the Act, or pursuant to an available exemption from registration

 

Exhibits

 

Exhibit

 

 

Number

 

Description

 

 

 

3.1

 

Articles of Incorporation

3.2

 

By-Laws

5.1

 

Legal opinion and Consent of Kain & Valinsky, Attorneys At Law

10.1

 

Tenancy Agreement dated August 23, 2011

23.1

 

Consent of PLS CPA, A Professional Corp

23.2

Consent of PLS CPA, A Professional Corp

 

The undersigned registrant hereby undertakes:

 

1.

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

 

 

 

(a)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

 

 

 

(b)

To reflect in the prospectus any facts or events arising after the effective date of this registration statement, or most recent post-effective amendment, which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; Notwithstanding the forgoing, any increase or decrease in Volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the commission pursuant to Rule 424(b)if, in the aggregate, the changes in the volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

 

 

 

 

(c)

To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement.

 

 

 

2.

That, for the purpose of determining any liability under the

 

Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

 

3.

To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.





55





 

 

4.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to officers, directors, and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted our director, officer, or other controlling person in connection with the securities registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the final adjudication of such issue.

 

 

5.

Each prospectus filed pursuant to Rule 424(b) as part of a Registration statement relating to an offering, other than registration statements relying on Rule 430(B) or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided; however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by referenced into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

6.

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
















56




Signatures

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Hong Kong, China, on November 4, 2011.

 

ABC Records Management and Data Storage Inc.

 

By:/s/ Wai Yin Marcia Pong

Wai Yin Marcia Pong
President, Chief Executive Officer,
Secretary, Treasurer, principal
accounting officer, principal
financial officer and Director

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated.

 

SIGNATURE

CAPACITY IN WHICH SIGNED

DATE

 

 

 

/s/ Wai Yin Marcia Pong

   President, Chief Executive

November 4, 2011

 

   Officer, Secretary, Treasurer,

  

Wai Yin Marcia Pong

   principal accounting officer,

  

  

   principal financial officer

  

  

   and Director

  





 

 


 






57




Exhibit 3.1



ARTICLES OF INCORPORATION


OF


ABC RECORDS MANAGEMENT AND DATA STORAGE  INC.



FIRST. The name of corporation is ABC Records Management And Data Storage  Inc.


SECOND. The registered office of the corporation in the State of Nevada is located at 1855 Whitney Mesa Drive, Henderson, NV  89014.  The corporation may maintain an office, or offices, in such other places within or without the State of Nevada as may be from time to time designated by the Board of Directors or the By-Laws of the corporation.  The corporation may conduct all corporation business of every kind and nature outside the State of Nevada as well as within the State of Nevada.


THIRD. The objects for which this corporation is formed are to engage in any lawful activity.


FOURTH. The total number of common stock authorized that may be issued by the Corporation is seventy five million (75,000,000) shares of common stock with a par value of one tenth of one cent ($0.001) per share and no other class of stock shall be authorized.  The corporation may from time to time issue said shares for such consideration as the Board of Directors may fix.


FIFTH. The governing board of the corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the By-Laws of this corporation, providing that the number of directors shall not be reduced to fewer than one (1).  The first Board of Directors shall be one (1) in number and the name and post office address of this Director is:


Name: WAI YIN MARCIA PONG

Address: FLAT A, 22/F, BLOCK 11,

WONDERLAND VILLAS

KWAI CHUNG, HONG KONG, CHINA


SIXTH. The capital stock of the corporation, after the amount of the subscription price or par value, has been paid in, shall not be subject to assessment to pay the debts of the corporation.




1




SEVENTH. The name and post office address of the Incorporator signing the Articles of Incorporation is as follows:


Name: Perry Langis

Address: 1859 Whitney Mesa Drive

Henderson, Nevada  89014


EIGHTH. The Resident Agent for this corporation shall be Empire Stock Transfer Inc.  The address of the Resident Agent and the registered or statutory address of this corporation in the State of Nevada shall be: 1849 Whitney Mesa Drive, Henderson, NV  89014.


NINTH. The corporation is to have perpetual existence.


TENTH. The Board of Directors shall adopt the initial By-Laws of the corporation.  The Board of Directors shall also have the power to alter, amend or repeal the By-Laws, or to adopt new By-Laws, except as otherwise may be specifically provided in the By-Laws.


ELEVENTH. The Board of Directors shall have the authority to open bank accounts and adopt banking resolutions on behalf of the corporation.


TWELFTH. No Director or Officer of the corporation shall be personally liable to the corporation or any of its stockholders for damages for breach of fiduciary duty as a Director or Officer involving any act or omission of any such Director or Officer; provided, however, that the foregoing provisions shall not eliminate or limit the liability of a Director or Officer (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of the law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes.  Any repeal or modification of this Article by the Stockholders of the corporation shall be prospective only, and shall not adversely affect any limitations on the personal liability of a Director or Officer of the corporation for acts or omissions prior to such repeal or modification.


THIRTEENTH. The corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.


I, the undersigned, being the Incorporator hereinbefore named for the purpose of forming a corporation pursuant to General Corporation Law of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this August 23, 2010.



/s/ Perry Langis

Perry Langis

Incorporator



2




Exhibit 3.2



BYLAWS


of


ABC RECORDS MANAGEMENT AND DATA STORAGE  INC.


(the "Corporation")



ARTICLE I:  MEETINGS OF SHAREHOLDERS


Section 1 - Annual Meetings


The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors.


Section 2 - Special Meetings


Special meetings of the shareholders may be called by the Board of Directors or such person or persons authorized by the Board of Directors.


Section 3 - Place of Meetings


Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Nevada as the Board of Directors may from time to time fix.


Section 4 - Notice of Meetings


A notice convening an annual or special meeting which specifies the place, day, and hour of the meeting, and the general nature of the business of the meeting, must be faxed, personally delivered or mailed postage prepaid to each shareholder of the Corporation entitled to vote at the meeting at the address of the shareholder as it appears on the stock transfer ledger of the Corporation, at least ten (10) days prior to the meeting.  Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, a shareholder will not invalidate the proceedings at that meeting.


Section 5 - Action Without a Meeting


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, without prior notice and without a vote if written consents are signed by shareholders representing a majority of the shares entitled to vote at such a meeting, except however, if a different proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, than that proportion of written consents is required.  Such written consents must be filed with the minutes of the proceedings of the shareholders of the Corporation.



1





Section 6 - Quorum


a)

No business, other than the election of the chairman or the adjournment of the meeting, will be transacted at an annual or special meeting unless a quorum of shareholders, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting.


b)

Except as otherwise provided in these Bylaws, a quorum is two persons present and being, or representing by proxy, shareholders of the Corporation.


c)

If within half an hour from the time appointed for an annual or special meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place as determined by the chairman of the meeting.


Section 7 - Voting


Subject to a special voting rights or restrictions attached to a class of shares, each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy.


Section 8 - Motions


No motion proposed at an annual or special meeting need be seconded.


Section 9 - Equality of Votes


In the case of an equality of votes, the chairman of the meeting at which the vote takes place is not entitled to have a casting vote in addition to the vote or votes to which he may be entitled as a shareholder of proxyholder.


Section 10 - Dispute as to Entitlement to Vote


In a dispute as to the admission or rejection of a vote at an annual or special meeting, the decision of the chairman made in good faith is conclusive.


Section 11 - Proxy


a)

Each shareholder entitled to vote at an annual or special meeting may do so either in person or by proxy.  A form of proxy must be in writing under the hand of the appointor or of his or her attorney duly authorized in writing, or, if the appointor is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney.  A proxyholder need not be a shareholder of the Corporation.


b)

A form of proxy and the power of attorney or other authority, if any, under which it is signed or a facsimiled copy thereof must be deposited at the registered office of the Corporation or at such other place as is specified for that purpose in the notice convening the meeting.  In addition to any other method of depositing proxies provided for in these Bylaws, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at a place or places and fixing the time or times for depositing the proxies not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders.



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ARTICLE II:  BOARD OF DIRECTORS


Section 1 - Number, Term, Election and Qualifications


a)

The first Board of Directors of the Corporation, and all subsequent Boards of the Corporation, shall consist of not less than one (1) and not more than nine (9) directors.  The number of Directors may be fixed and changed from time to time by ordinary resolution of the shareholders of the Corporation.


b)

The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified or until there is a decrease in the number of directors.  Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his or her election, or until his or her prior death, resignation or removal.  Any Director may resign at any time upon written notice of such resignation to the Corporation.


c)

A casual vacancy occurring in the Board may be filled by the remaining Directors.


d)

Between successive annual meetings, the Directors have the power to appoint one or more additional Directors but not more than 1/2 of the number of Directors fixed at the last shareholder meeting at which Directors were elected.  A Director so appointed holds office only until the next following annual meeting of the Corporation, but is eligible for election at that meeting.  So long as he or she is an additional Director, the number of Directors will be increased accordingly.


e)

A Director is not required to hold a share in the capital of the Corporation as qualification for his or her office.


Section 2 - Duties, Powers and Remuneration


a)

The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except for those powers conferred upon or reserved for the shareholders or any other persons as required under Nevada state law, the Corporation's Articles of Incorporation or by these Bylaws.


b)

The remuneration of the Directors may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.



Section 3 - Meetings of Directors


a)

The President of the Corporation shall preside as chairman at every meeting of the Directors, or if the President is not present or is willing to act as chairman, the Directors present shall choose one of their number to be chairman of the meeting.




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b)

The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit.  Questions arising at a meeting must be decided by a majority of votes.  In case of an equality of votes the chairman does not have a second or casting vote.  Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time to time determine.


c)

A Director may participate in a meeting of the Board or of a committee of the Directors using conference telephones or other communications facilities by which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation.  A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed.  Such Director will be counted in the quorum and entitled to speak and vote at the meeting.


d)

A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages.  It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed.


e)

A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter.  After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director.  All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director.


f)

The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director.


g)

The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose.


h)

All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director.


i)

A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called and held.  A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing.  A resolution must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart.



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j)

All Directors of the Corporation shall have equal voting power.


Section 4 - Removal


One or more or all the Directors of the Corporation may be removed with or without cause at any time by a vote of two-thirds of the shareholders entitled to vote thereon, at a special meeting of the shareholders called for that purpose.


Section 5 - Committees


a)

The Directors may from time to time by resolution designate from among its members one or more committees, and alternate members thereof, as they deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution.  Each such committee shall serve at the pleasure of the Board of Directors and unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors.


b)

Each Committee shall keep regular minutes of its transactions, shall cause them to be recorded in the books kept for that purpose, and shall report them to the Board at such times as the Board may from time to time require.  The Board has the power at any time to revoke or override the authority given to or acts done by any Committee.


ARTICLE III:  OFFICERS


Section 1 - Number, Qualification, Election and Term of Office


a)

The Corporation's officers shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws.  The officers of the Corporation shall consist of a president, secretary, treasurer, and also may have one or more vice presidents, assistant secretaries and assistant treasurers and such other officers as the Board of Directors may from time to time deem advisable.  Any officer may hold two or more offices in the Corporation, and may or may not also act as a Director.


b)

The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.


c)

Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal.


Section 2 - Resignation


Any officer may resign at any time by giving written notice of such resignation to the Corporation.


Section 3 - Removal


Any officer appointed by the Board of Directors may be removed by a majority vote of the Board, either with or without cause, and a successor appointed by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.



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Section 4 - Remuneration


The remuneration of the Officers of the Corporation may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.


Section 5 - Conflict of Interest


Each officer of the Corporation who holds another office or possesses property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the Corporation shall, in writing, disclose to the President the fact and the nature, character and extent of the conflict and abstain from voting with respect to any resolution in which the officer has a personal interest.


ARTICLE V:  SHARES OF STOCK


Section 1 - Certificate of Stock


a)

The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.


b)

Certificated shares of the Corporation shall be signed, either manually or by facsimile, by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by the shareholder in the Corporation.  Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures.  If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities.  If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.


c)

If the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation.


d)

Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.


e)

If a share certificate:


(i)

is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and issue a new certificate;



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(ii)

is lost, stolen or destroyed, then upon proof being given to the satisfaction of the Directors and upon and indemnity, if any being given, as the Directors think adequate, the Directors shall issue a new certificate; or


(iii)

represents more than one share and the registered owner surrenders it to the Corporation with a written request that the Corporation issue in his or her name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such request.


Section 2 - Transfers of Shares


a)

Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder thereof, or by his or her attorney duly authorized by a written power of attorney;  and in the case of shares represented by certificates, only after the surrender to the Corporation of the certificates representing such shares with such shares properly endorsed, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock transfer taxes due thereon.


b)

The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.


Section 3 - Record Date


a)

The Directors may fix in advance a date, which must not be more than 60 days permitted by the preceding the date of a meeting of shareholders or a class of shareholders, or of the payment of a dividend or of the proposed taking of any other proper action requiring the determination of shareholders as the record date for the determination of the shareholders entitled to notice of, or to attend and vote at, a meeting and an adjournment of the meeting, or entitled to receive payment of a dividend or for any other proper purpose and, in such case, notwithstanding anything in these Bylaws, only shareholders of records on the date so fixed will be deemed to be the shareholders for the purposes of this Bylaw.


b)

Where no record date is so fixed for the determination of shareholders as provided in the preceding Bylaw, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, is the record date for such determination.




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Section 4 - Fractional Shares


Notwithstanding anything else in these Bylaws, the Corporation, if the Directors so resolve, will not be required to issue fractional shares in connection with an amalgamation, consolidation, exchange or conversion.  At the discretion of the Directors, fractional interests in shares may be rounded to the nearest whole number, with fractions of 1/2 being rounded to the next highest whole number, or may be purchased for cancellation by the Corporation for such consideration as the Directors determine.  The Directors may determine the manner in which fractional interests in shares are to be transferred and delivered to the Corporation in exchange for consideration and a determination so made is binding upon all shareholders of the Corporation.  In case shareholders having fractional interests in shares fail to deliver them to the Corporation in accordance with a determination made by the Directors, the Corporation may deposit with the Corporation's Registrar and Transfer Agent a sum sufficient to pay the consideration payable by the Corporation for the fractional interests in shares, such deposit to be set aside in trust for such shareholders.  Such setting aside is deemed to be payment to such shareholders for the fractional interests in shares not so delivered which will thereupon not be considered as outstanding and such shareholders will not be considered to be shareholders of the Corporation with respect thereto and will have no right except to receive payment of the money so set aside and deposited upon delivery of the certificates for the shares held prior to the amalgamation, consolidation, exchange or conversion which result in fractional interests in shares.


ARTICLE VI:  DIVIDENDS


a)

Dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine and shares may be issued pro rata and without consideration to the Corporation's shareholders or to the shareholders of one or more classes or series.


b)

Shares of one class or series may not be issued as a share dividend to shareholders of another class or series unless such issuance is in accordance with the Articles of Incorporation and:


(i)

a majority of the current shareholders of the class or series to be issued approve the issue; or

(ii)

there are no outstanding shares of the class or series of shares that are authorized to be issued as a dividend.


ARTICLE VII:  BORROWING POWERS


a)

The Directors may from time to time on behalf of the Corporation:


(i)

borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit,


(ii)

issue bonds, debentures and other debt obligations either outright or as security for liability or obligation of the Corporation or another person, and


(iii)

mortgage, charge, whether by way of specific or floating charge, and give other security on the undertaking, or on the whole or a part of the property and assets of the Corporation (both present and future).



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b)

A bond, debenture or other debt obligation of the Corporation may be issued at a discount, premium or otherwise, and with a special privilege as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at shareholder meetings of the Corporation, appointment of Directors or otherwise, and may by its terms be assignable free from equities between the Corporation and the person to whom it was issued or a subsequent holder thereof, all as the Directors may determine.


ARTICLE VIII:  FISCAL YEAR


The fiscal year end of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors from time to time, subject to applicable law.


ARTICLE IX:  CORPORATE SEAL


The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors.  The use of a seal or stamp by the Corporation on corporate documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document.


ARTICLE X:  AMENDMENTS


Section 1 - By Shareholders


All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made by a majority vote of the shareholders at any annual meeting or special meeting called for that purpose.


Section 2 - By Directors


The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation.


ARTICLE XI:  DISCLOSURE OF INTEREST OF DIRECTORS        


a)

A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Corporation or who holds an office or possesses property whereby, directly or indirectly, a duty or interest might be created to conflict with his or her duty or interest as a Director, shall declare the nature and extent of his or her interest in such contract or transaction or of the conflict with his or her duty and interest as a Director, as the case may be.


b)

A Director shall not vote in respect of a contract or transaction with the Corporation in which he is interested and if he does so his or her vote will not be counted, but he will be counted in the quorum present at the meeting at which the vote is taken.  The foregoing prohibitions do not apply to:


(i)

a contract or transaction relating to a loan to the Corporation, which a Director or a specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or part of the loan;



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(ii)

a contract or transaction made or to be made with or for the benefit of a holding corporation or a subsidiary corporation of which a Director is a director or officer;


(iii)

a contract by a Director to subscribe for or underwrite shares or debentures to be issued by the Corporation or a subsidiary of the Corporation, or a contract, arrangement or transaction in which a Director is directly or indirectly interested if all the other Directors are also directly or indirectly interested in the contract, arrangement or transaction;


(iv)

determining the remuneration of the Directors;


(v)

purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors; or


(vi)

the indemnification of a Director by the Corporation.


c)

A Director may hold an office or place of profit with the Corporation (other than the office of Auditor of the Corporation) in conjunction with his or her office of Director for the period and on the terms (as to remuneration or otherwise) as the Directors may determine.  No Director or intended Director will be disqualified by his or her office from contracting with the Corporation either with regard to the tenure of any such other office or place of profit, or as vendor, purchaser or otherwise, and, no contract or transaction entered into by or on behalf of the Corporation in which a Director is interested is liable to be voided by reason thereof.


d)

A Director or his or her firm may act in a professional capacity for the Corporation (except as Auditor of the Corporation), and he or his or her firm is entitled to remuneration for professional services as if he were not a Director.


e)

A Director may be or become a director or other officer or employee of, or otherwise interested in, a corporation or firm in which the Corporation may be interested as a shareholder or otherwise, and the Director is not accountable to the Corporation for remuneration or other benefits received by him as director, officer or employee of, or from his or her interest in, the other corporation or firm, unless the shareholders otherwise direct.


ARTICLE XII:  ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT


The Corporation shall, within sixty days after the filing of its Articles of Incorporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its president, secretary and treasurer and all of its Directors, along with the post office box or street address, either residence or business, and a designation of its resident agent in the state of Nevada.  Such list shall be certified by an officer of the Corporation.




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ARTICLE XIII:  INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS


a)

The Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation.  Each Director of the Corporation on being elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.


b)

The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation.  In addition the Corporation shall indemnify the Secretary or an Assistance Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.


c)

The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent.



CERTIFIED TO BE THE BYLAWS OF:



ABC RECORDS MANAGEMENT AND DATA STORAGE INC.


per:


/s/ Wai Yin Marcia Pong

Wai Yin Marcia Pong, Secretary

 

 



 

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Exhibit 5.1



KAIN & VALINSKY, P.A.

ATTORNEYS AT LAW

900 SOUTHEAST THIRD AVENUE

SUITE 205

FORT LAUDERDALE, FLORIDA  33316

------

TELEPHONE (954) 768-0678

TELECOPIER (954) 768-0158


November 2, 2011


ABC Records Management and Data Storage Inc.

Flat A, 22F, Block 11

Wonderland Villas, Kwai Chung

Hong Kong, China  


Re:

Registration Statement on Form S-1 (the “Registration Statement”)/

 

ABC Records Management and Data Storage Inc., a Nevada

 

corporation (the “Company”)


Dear Sir or Madam:


This opinion is submitted pursuant to the applicable rules of the U.S. Securities and Exchange Commission with respect to the registration pursuant to the Company’s Registration Statement of  1,960,000 shares of the Company’s common stock issued to the selling security holders listed therein (all of such shares of common stock are collectively referred to as the “Registerable Shares”), all as described in the Registration Statement.


We have been retained as special corporate and securities counsel to the Company for the purposes of preparing and submitting this opinion to the Company, and for no other purpose.    


In connection therewith, we have examined and relied upon original, certified, conformed or copies of:  (a) the Articles of Incorporation and Bylaws of the Company; (b) a resolution of the Board of Directors of the Company authorizing the issuance of the Registerable Shares; (c) the Registration Statement and the exhibits thereto; (d) the agreements, instruments and documents pursuant to which the Registerable Shares are to be issued; and (e) such other matters of law as we have deemed necessary for the expression of the opinion herein contained. In all such examinations, we have assumed the genuineness of all signatures on original documents, the conformity to originals or certified documents of all copies submitted to us as conformed or other copies, that the persons identified as the Company’s sole officer and outside general counsel, respectively, are actually serving in such capacities, and that the persons executing the documents which we have examined have the legal capacity to execute such documents. In reviewing and relying upon certain corporate records and documents of the Company, we have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and we express no opinion thereon. As to the various questions of fact material to this opinion, we have relied, to the extent we deemed reasonably appropriate, upon representations of the Company’s sole officer and outside general counsel.  


Based upon the foregoing, and subject to and in reliance on the accuracy and completeness of the information relevant thereto provided to the undersigned, we are of the opinion that the Registerable Shares have been validly issued, and are fully paid and non-assessable.



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We are licensed to practice law in the State of Florida.  To the extent the laws of the State of Nevada are or may be applicable in rendering the foregoing opinion, our opinion is based solely upon our assumption that the laws of the State of Nevada are the same as those of the State of Florida with respect to the express matters upon which we opine. Accordingly, except as provided in the preceding sentence, we express no opinion with respect to the laws of any jurisdiction other than the State of Florida.  We assume no obligation to supplement this opinion if any applicable laws change after the date hereof or if we become aware of any facts that might change the opinions expressed herein after the date hereof.  We express no opinion as to the application of any federal law, including the federal securities laws of the United States, or the securities or “blue sky” laws of any state or other jurisdiction.


The opinion expressed in this letter is solely for the use of the Company in connection with the Registration Statement, and may not be relied on by any other person or in other connection without our prior written approval.  The opinion expressed in this letter is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.


We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the prospectus forming a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.


Sincerely,


KAIN & VALINSKY, P.A.


/s/ Kain & Valinsky, P.A.














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Exhibit 10.1


Tenancy Agreement


An Agreement made the 23rd day of August, 2011, between the Landlord and the Tenant as more particularly described in Schedule I.


The Landlord shall let and the Tenant shall take the Premises for the Term and at the Rent as more particularly described in Schedule I and both parties agree to observe and perform the terms and conditions as follows:


1.

The Tenant shall pay to the Landlord the Rent in advance on the first day of each and every calendar month during the Term.  If the Tenant shall fail to pay the Rent within 7 days from the due date, the Landlord shall have right to institute appropriate action to recover the Rent and all costs, expenses and other outgoings so incurred by the Landlord in relation to such action shall be a debt owed by the Tenant to the Landlord and shall be recoverable in full by the Landlord.


2.

The Tenant shall not make any alteration and/or additions to the Premises without the prior written consent of the Landlord, which consent shall not be unreasonably withheld.


4.

The Tenant shall comply with all ordinances, regulations and rules of Hong Kong and shall observe and perform the covenants, terms and conditions of the Deed of Mutual Covenant and Sub-Deed of Mutual Covenant (if any) relating to the Premises.  The Tenant shall not contravene any negative or restrictive covenants contained in the Government Lease(s) under which the Premises are held from the Government.


5.

The Tenant shall during the Term pay and discharge all charges in respect of water, electricity, gas and telephone and other similar charges payable in respect of the Premises.


6.

The Tenant shall during the Term keep the interior of the Premises in good and tenantable repair and condition (fair wear and tear and damage caused by inherent defects excepted) and shall deliver up vacant possession of the Premises in the same repair and condition on the expiration or sooner determination of this Agreement.


7.

The Tenant shall pay to the Landlord the Security Deposit set out in Schedule I for the due observance and performance of the terms and conditions herein contained and on his part to be observed and performed.  Provided that there is no antecedent breach of any of the terms and conditions herein contained, the Landlord shall refund the Security Deposit to the Tenant without interest within 7 days from the date of delivery of vacant possession of the Premises to the Landlord or settlement of any outstanding payment owed by the Tenant to the Landlord, whichever is later.  If the Rent and/or any charges payable by the Tenant hereunder or any part thereof shall be unpaid for seven (7) days after the same shall become payable (whether legally demanded or not) or if the Tenant shall commit a breach of any of the terms and conditions herein contained, it shall be lawful for the Landlord at any time thereafter to re-enter the Premises whereupon this Agreement shall absolutely determine and the Landlord may deduct any loss or damage suffered by the Landlord as a result of the Tenant’s breach from the Security Deposit without prejudice to any other right of action or any remedy of the Landlord in respect of such breach of the Tenant.


8.

Provided the Tenant shall have paid the Rent and other outgoings on the days and in the manner herein provided and observe and perform the terms and conditions herein contained and on the Tenant’s part to be observed and performed, the Tenant shall peacefully hold and enjoy the Premises during the Term without any interruption by the Landlord.



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9.

The Landlord shall keep and maintain the structural parts of the Premises including the main drains, pipes and cables in proper state of repair Provided that the Landlord’s liability shall not be incurred unless and until written notice of any defect or want of repair has been given by the Tenant to the Landlord and the Landlord shall have failed to take reasonable steps to repair and remedy the same after the lapse of a reasonable time from the date of service of such notice.


10.

The Landlord shall pay the Property tax payable in respect of the Premises.


11.

The Stamp duty payable on this Agreement in duplicate shall be borne by the Landlord and the Tenant in equal shares.


12.

The Landlord and the Tenant agree to be bound by the additional terms and conditions contained in Schedule II (if any).


13.

If there is any conflict between the English version and the Chinese version in this Agreement, the English version shall prevail.


Received the Security Deposit of

Received  3   key(s) of the Premises by the Tenant

HK$_______________ by the Landlord

 


VARIETY PROFITS LIMITED

 

Authorized Signature(s):

 

 

 

 

 

/s/Variety Profits Limited

/s/ Tenant

Confirmed and Accepted all the terms and conditions

Confirmed and Accepted all the terms and conditions

contained herein by the Landlord:

contained herein by the Tenant:

 

 

VARIETY PROFITS LIMITED

 

Authorized Signature(s):

 

 

 

 

 

/s/ Variety Profits Limited

/s/ Tenant

HKID/B.R. No.

HKID/B.R. No.









2






Schedule I



The Premises:

Workshop 1, E Shiu Sun Ind. Bldg., 8-10 Kwai Sau Rd., Kwai Chung

 

 

The Landlord:

Variety Profits Ltd.

 

 

Address:

Units G/F, Wah Fat Ind. Bldg., 10-14 Kung Yip, Stu, Kwai Chung

 

 

Tel. No.:

2559-9318 – Pong, Wai Yin Marcia

 

 

The Tenant:

ABC Records Management and Data Storage Inc.

 

 

Address:

 

 

 

Tel. No.:

6677-3973

 

 

Term:

From 2011/9/1 to 2013/8/31 (both days inclusive)

 

 

Rent:

HK$3,000.00 per month

 

 

Security Deposit:

HK$6,000.00




Schedule II


1.

User


The Tenant shall not use or permit to be used the Premises or any part thereof for any purpose other than for   industrial   purpose only.  (P.S. – Please select one item: e.g. residential / commercial / office / shop / industrial)


2.

Miscellaneous Payments


a

The following payments payable in respect of the Premises during the Term:


(a)

Management fee paid by Landlord/Tenant * (at current rate) (per month) (subject to revision from time to time)


(b)

Government Rates paid by Landlord/Tenant * (subject to actual amount demanded by the Government)


(c)

Government Rent paid by Landlord/Tenant * (subject to actual amount demanded by the Government)


*

delete where inapplicable.



3





1.

Rent Free Period


The Tenant shall be entitled to a rent free period from the        23/8/11        to        31/8/11        (both days inclusive) provided that the Tenant shall be responsible for the charges of Government Rent, Government Rates, management fees, water, electricity, gas, telephone and other outgoings payable in respect of Premises during such rent free period.


2.

Break Clause


Notwithstanding anything to the contrary hereinbefore contained, the Landlord/Tenant/either party shall be entitled to terminate this Agreement earlier than as herein provided by serving not less than    1    months’ written notice or by paying    1    months’ Rent in lieu to the Landlord/Tenant/other party provided that the said written notice shall not be served before the expiration of the    11    month of the Term of Tenancy.


Furniture & Fixture included in this agreement is as follows:

air-conditioner         / Gas/elec. water-heater         / oil-ventilator         /ventilator         / gas-stove           / refrigerator        .

wash-machine            / wardrobe            / bed            / settee            / wall-units            and lights              .

Remarks

1.

Tenant shall pay monthly Rent to Landlord’s A/C No:  

030-551-1-041988-6

2.

First year fix, second years option

3.

Electric Fee - $1.20 per degree

4.

Water Fee - $30 per month



 

CHINA POWER CO., LTD.

2678-2678

 

(POWER)

HONG KONG LIGHTING CO., LTD.

2843-3111

 

 

 

 

 

 

CHINA GAS CO., LTD.

2880-5522

 

(GAS)

 

 

 

 

WATER SUPPLY DEPARTMENT

2824-5522

 

(WATER)

 

 

 

 

DRAINAGE DEPARTMENT

 

 

(DRAINAGE)

 

 

 

 

 

2877-0660

 

 

 

 

 

 

 

1000

 

(TELEPHONE)

 

 

 

 

 

 

1832888

 

CABLE TV

 

 

 

 

 

 

 

 

 

2424 0644, 9469 5613





4




Exhibit 23.1



PLS CPA, A PROFESSIONAL CORP.

t 4725 MERCURY STREET #210 t SAN DIEGO t CALIFORNIA 92111t

t TELEPHONE (858)722-5953 t FAX (858) 761-0341  t FAX (858) 433-2979

t E-MAIL changgpark@gmail.com t


 



November 4, 2012



To Whom It May Concern:


We hereby consent to the use in this Registration Statement on Form S-1 of our report dated June 14, 2011, relating to the financial statements of ABC Records Management and Data Storage Inc. as of March 31, 2011 and for the period from August 23, 2010 (inception) through March 31, 2011, which appears in such Registration Statement. We also consent to the references to us under the headings “Experts” in such Registration Statement.





Very truly yours,


/s/PLS CPA

 PLS CPA, A Professional Corp.

 San Diego, CA 92111









Registered with the Public Company Accounting Oversight Board





Exhibit 23.2




PLS CPA, A Professional Corp.

t 4725 MERCURY STREET #210 t SAN DIEGO t CALIFORNIA 92111t

t TELEPHONE (858)722-5953 t FAX (858) 858-433-2979  t FAX (858) 433-2979

t E-MAIL changgpark@plscpas.com t





November 4, 2011


 

To Whom It May Concern:




We hereby consent to the use in this Registration Statement on Form S-1 our review report dated September 30, 2011, relating to the financial statements of ABC Records Management and Data Storage Inc. as of June 30, 2011 and for the period from August 23, 2010 (inception) through June 30, 2011, which appears in such Registration Statement. We also consent to the references to us under the headings “Experts” in such Registration Statement.



Very truly yours,



/s/ PLS CPA

PLS CPA, A Professional Corp.





Registered with the Public Company Accounting Oversight Board