Attached files

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EX-3.1 - ARTICLES OF INCORPORATION - Montalvo Spirits, Inc.acsi_ex31.htm
EX-5.1 - OPINION RE: LEGALITY - Montalvo Spirits, Inc.acsi_ex5.htm
EX-3.2 - BY-LAWS - Montalvo Spirits, Inc.acsi_ex32.htm
EX-23.1 - CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS - Montalvo Spirits, Inc.acsi_ex231.htm
EX-10.4 - SUBSCRIPTION AGREEMENT - Montalvo Spirits, Inc.acsi_ex104.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ADVANCED CLOUD STORAGE, INC
(Exact name of registrant as specified in its charter)
 
 
NEVADA
 
 
(State or other jurisdiction of incorporation or organization)
 
     
 
7374
 
 
(Primary Standard Industrial Classification Code Number)
 
     
 
27-4004890
 
 
(I.R.S. Employer Identification Number)
 
 
 
112 North Curry Street
 Carson City Nevada
 89703-4934
775-284-3703
 
 
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
     
 
112 North Curry Street
 Carson City, Nevada 89703
(775) 882-1013
 
 
 (Name, address, including zip code, and telephone number, including area code, of agent for service)
 
     
 
As soon as practicable after the effective date of this registration statement
 (Approximate date of commencement of proposed sale to the public)

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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

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.  o

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.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “
accelerated filer” and “smaller reporting company” in Rule 12b- 2 of the Exchange Act.
 
 Large accelerated filer o Accelerated filer o
       
 Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company x



 
 

 
 
PART I—INFORMATION REQUIRED IN PROSPECTUS
 
Item 1. Forepart of the Registration Statement and Outside Front Cover Page of Prospectus.

ADVANCED CLOUD STORAGE, INC.
Calculation of Registration Fee

 
Title of Each Class of Securities to be Registered
 
 
 
Amount to be Registered
   
 
Proposed Maximum Offering Price Per Share1
   
 
Proposed Maximum Aggregate Offering Price
   
 
 
 
Amount of Registration Fee2
 
Common stock     5,000,000     $ 0.04     $ 200,000     $ 23.22  
 
(1) The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.
 
(2) Estimated solely for the purpose of calculating the registration fee based on Rule 457 (o).

The Registrant hereby amends this Registration Statement on such date as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that the 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 said Section 8(a) may determine.

These securities are not listed on any 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 the prospectus. Any representation to the contrary is a criminal offense.

This offering is self-underwritten. No underwriter or person has been engaged to facilitate the sale of shares of common stock in this offering. There are no underwriting commissions involved in this offering.
The Company is not required to sell any specific number or dollar amount of securities but will use its best efforts to sell the securities offered.

The date of this prospectus is __________________

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

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.
 
 
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Item 2. Inside Front and Outside Back Cover Pages of Prospectus.
 
ADVANCED CLOUD STORAGE, INC.
5,000,000 SHARES OF COMMON STOCK

Prior to this registration, there has been no public trading market for the common stock of ADVANCED CLOUD STORAGE, INC.  (“ADVANCED CLOUD STORAGE”, “we” or the “Company”) and it is not presently traded on any market or securities exchange. 5,000,000 shares of common stock are being offered for sale by the Company to the public and the securities being registered by this offering may be illiquid because these securities are not listed on any exchange.  A public market for the Company’s common stock may never develop, or, if any market does develop, it may not be sustained.

The price per share will be $0.04. ADVANCED CLOUD STORAGE will be selling all the shares and will receive all proceeds from the sale. The Company may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.

Since becoming incorporated, ADVANCED CLOUD STORAGE has not made any significant purchase or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations nor has the Company any plans nor does any of its stockholders have any plans to merge into an operating company, to enter into a change of control or similar transaction or to change our management. Neither management nor the Company’s shareholders have plans or intentions to be acquired. ADVANCED CLOUD STORAGE is not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, since it has a specific business plan or purpose.

In their audit report dated April 12, 2011 our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business.

 
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TABEL OF CONTENTS
 
Item 3.  Summary Information, Risk Factors  5
SUMMARY INFORMATION   5
RISK FACTORS   7
Item 4.  Use of Proceeds.  14
Item 5.  Determination of Offering Price.  15
Item 6.  Dilution.  15
Item 7.
Selling Security Holders.
 17
Item 8. Plan of Distribution.  17
Item 9.  Description of Securities to be Registered.  18
Item 10. Interests of Named Experts and Counsel.  20
Item 11.  Information with Respect to the Registrant.  20
DESCRIPTION OF BUSINESS   20
LEGAL PROCEEDINGS   26
FINANCIAL STATEMENTS   27
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  28
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUTING AND FINANCIAL DISCLOSURE  29
DIRECTORS AND EXECUTIVE OFFICERS  29
EXECUTIVE COMPENSATION   30
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT  32
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS   33
Item 12A.  DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES  33
PART II— INFORMATION NOT REQUIRED IN PROSPECTUS   34
Item 13. Other Expenses of Issuance and Distribution.  34
Item 15.  Recent Sales of Unregistered Securities.  34
Item 16.   Exhibits and Financial Statement Schedules.  35
Item 17.  Undertakings.  36
SIGNATURES   37
 
DEALER PROSPECTUS DELIVERY OBLIGATION
 
Until                         , (90 days after the effective 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 dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
 
 
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Item 3. Summary Information, Risk Factors
 
SUMMARY INFORMATION
 
This summary provides an overview of selected information contained elsewhere in this prospectus. It does not contain all the information you should consider before making a decision to purchase the shares we are offering. You should very carefully and thoroughly read the more detailed information in this prospectus and review our financial statements contained herein.
 
Summary Information about ADVANCED CLOUD STORAGE, INC.
 
ADVANCED CLOUD STORAGE, INC. was incorporated in the State of Nevada as a for-profit Company on November 18, 2010. We are a development-stage company that intends to provide a service focused on helping businesses and individuals protect their data, minimize downtime and recover and restore data quickly. The Company’s auditors have issued an opinion that the ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations.  Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern

The Company has not yet implemented its business model and to date has generated no revenues. Neither the Company’s management nor any affiliates of the Company or its management have previously been involved in the management or ownership of a development stage company.

The company intends to register 5,000,000 at $0.04 per share.

Advanced Cloud Storage, INC. intends to deliver affordable subscription-based backup and data recovery services to businesses of all sizes and types. The Company intends to differentiate itself by the high level of security it will offer it’s prospective clients to protect the clients data. We intend to market our services on the Internet. .

The Company’s sole officer and director owns 100% of the outstanding shares of the Company and he will own over 66.67% after this offering is completed. As a result, he will have control of the Company.

The following financial information summarizes the more complete historical financial information as indicated on the audited financial statements of the Company filed with this prospectus. As of March 31, 2011, the end of our fiscal year, the Company had raised $10,000 through the sale of its common stock. There is $5,640 of cash on hand. The Company currently has liabilities of $4,350 represented by expenses accrued during its start-up. In addition, the Company anticipates incurring costs associated with this offering totaling approximately $11,400. As of the date of this prospectus, we have generated no revenues from our business operations.

Our business office is located at 112 North Curry Street Carson City Nevada 89703, our telephone number is (775) 284 3703 and our fax number is (800) 761 5717.
 
 
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Summary of the Offering by the Company
 
ADVANCED CLOUD STORAGE, INC. has 10,000,000 shares of common stock issued and outstanding and is registering an additional 5,000,000 shares of common stock for offering to the public. The Company may endeavor to sell all 5,000,000 shares of common stock after this registration becomes effective. The price at which the Company offers these shares is fixed at $0.04 per share for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. ADVANCED CLOUD STORAGE, INC. will receive all proceeds from the sale of the common stock.

Securities being offered by the Company, common stock, par value $0.001
The Company offers 5,000,000 shares of common stock.
Offering price per share by the Company.
A price, if and when the Company sells the shares of common stock, is set at $0.04.
Number of shares outstanding
before the offering of common shares.
10,000,000 common shares are currently issued and outstanding.
Number of shares outstanding
after the offering of common shares.
15,000,000 common shares will be issued and outstanding after this offering is completed.
Minimum number of shares to be sold in this offering
None.
Market for the common shares
There is no public market for the common shares. The price per share is $0.04.ADVANCED CLOUD STORAGE, INC. may not be able to meet the requirement for a public listing or quotation of its common stock. Further, even if ADVANCED CLOUD STORAGE, INC.  common stock is quoted or granted listing, a market for the common shares may not develop.
Use of proceeds
ADVANCED CLOUD STORAGE, INC.  will receive all proceeds from the sale of the common stock. If all 5,000,000 common shares being offered are sold, the total gross proceeds to the Company would be $200,000. The Company intends to use the proceeds from this offering (i) to pay for business travel expenses; purchase of computer hardware; market research; purchase of office supplies and expenses and server farm rental for a total general business expense of $40,300 ; (ii) to pay for, software development cost and estimated at $110,000; (iii) to initiate the Company's sales and marketing campaign, estimated at $38,300;. The expenses of this offering, including the preparation of this prospectus and the filing of this registration statement, estimated at $11,400 are being paid for by ADVANCED CLOUD STORAGE, INC.
Termination of the offering
The offering will conclude 90 days after this registration statement becomes effective with the Securities and Exchange Commission. ADVANCED CLOUD STORAGE, INC. may at its discretion extend the offering for an additional 90 days or such period as the Company deems reasonable (see Plan of Distribution).
Terms of the offering
The Company’s president and sole director will sell the common stock upon effectiveness of this registration statement.

You should rely only upon the information contained in this prospectus. ADVANCED CLOUD STORAGE, INC.  has not authorized anyone to provide you with information different from that which is contained in this prospectus. The Company is offering to sell shares of common stock and seeking offers only in jurisdictions where offers and sales are permitted. The information contained herein is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock.

 
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RISK FACTORS
 
Please consider the following risk factors and other information in this prospectus relating to our business and prospects before deciding to invest in our common stock.
 
This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be 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.
 
The Company considers the following to be all the material risks to an investor regarding this offering. ADVANCED CLOUD STORAGE should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount. Please consider the following risk factors before deciding to invest in our common stock.

Auditor’s Going Concern
 
THERE IS SUBSTANTIAL UNCERTAINTY ABOUT THE ABILITY OF ADVANCED CLOUD STORAGE, INC. TO CONTINUE ITS OPERATIONS AS A GOING CONCERN.
 
In their audit report dated April 12, 2011, our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Because our officers may be unwilling or unable to loan or advance any additional capital to ADVANCED CLOUD STORAGE, we believe that if we do not raise additional capital within 12 months of the effective date of this registration statement, we may be required to suspend or cease the implementation of our business plans. Due to the fact that there is no minimum and no refunds on sold shares, you may be investing in a company that will not have the funds necessary to develop its business strategies. As such we may have to cease operations and you could lose your entire investment. See “March 31, 2011 Financial Statements - Auditors Report.”

Because the Company has been issued an opinion by its auditors that substantial doubt exists as to whether it can continue as a going concern it may be more difficult to attract investors.

Risks Related To Our Financial Condition
 
SINCE THE COMPANY ANTICIPATES OPERATING EXPENSES WILL INCREASE PRIOR TO EARNING REVENUE, WE MAY NEVER ACHIEVE PROFITABILITY.
 
The Company anticipates increases in its operating expenses, without realizing any revenues from its business activities. Within the next 12 months, the Company will have costs related to: (i) business travel costs from South Africa to USA, (ii) purchase of hardware and market research (iii) software development cost, (iv) website development cost, (v) marketing campaign, (vi) administrative expenses and (vii) the expenses of this offering.
 
There is no history upon which to base any assumption as to the likelihood that the Company will prove successful. We cannot provide investors with any assurance that our product will attract customers; generate any operating revenue or ever achieve profitable operations. If we are unable to address these costs, there is a high probability that our business can fail, which will result in the loss of your entire investment.
 
 
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IF WE DO NOT OBTAIN ADEQUATE FINANCING, OUR BUSINESS WILL FAIL, RESULTING IN THE COMPLETE LOSS OF YOUR INVESTMENT.
 
If we are not successful in earning revenues once we have started our planned sales activities, we may require additional financing to sustain business operations. Currently, we do not have any arrangements for financing and we may be unable to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the Company’s ability to attract customers. The Company may be unable to access to capital markets in the future or that financing, adequate to satisfy the cash requirements of implementing our business strategies, will be available on acceptable terms. The inability of the Company to gain access to capital markets or obtain acceptable financing could have a material adverse effect upon the results of its operations and upon its financial conditions.
 
Risks Related To This Offering
 
BECAUSE THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT BE ABLE TO RESELL YOUR STOCK.
 
There is currently no public trading market for our common stock. Therefore, there is no central place, such as a stock exchange or electronic trading system, to resell your shares. If you do want to resell your shares, you will have to locate a buyer and negotiate your own sale.
 
BECAUSE THE OFFERING PRICE HAS BEEN ARBITRARILY SET BY THE COMPANY, YOU MAY NOT REALIZE A RETURN ON YOUR INVESTMENT UPON RESALE OF YOUR SHARES.
 
The offering price and other terms and conditions relative to the Company’s shares have been arbitrarily determined by us and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. Additionally, as the Company was formed on November 18, 2010 and has only a limited operating history and no earnings, the price of the offered shares is not based on its past earnings and no investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares, as such our stockholders may not be able to receive a return on their investment when they sell their shares of common stock.

INVESTING IN THE COMPANY IS A HIGHLY SPECULATIVE INVESTMENT AND COULD RESULT IN THE ENTIRE LOSS OF YOUR INVESTMENT.

A purchase of the offered shares is highly speculative and involves significant risks. The offered shares should not be purchased by any person who cannot afford the loss of their entire investment. The business objectives of the Company are also speculative, and it is possible that we could be unable to satisfy them. The Company’s shareholders may be unable to realize a substantial return on their purchase of the offered shares, or any return whatsoever, and may lose their entire investment. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits carefully and consult with their attorney, business and/or investment advisor.
 
 
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BUYERS WILL PAY MORE FOR OUR COMMON STOCK THAN THE PRO RATA PORTION OF THE ASSETS ARE WORTH; AS A RESULT, INVESTING IN OUR COMPANY MAY RESULT IN AN IMMEDIATE LOSS.

The offering price and other terms and conditions regarding the Company’s shares have been arbitrarily determined and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. Additionally, no investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares. Buyers of our shares pursuant to this offering will pay more for our common stock than the pro rata portion of the assets are worth and as a result, investing in our Company may result in an immediate loss.

THERE IS NO ESTABLISHED MARKET FOR SHARES OF THE COMPANY’S COMMON STOCK, WHICH COULD MAKE MARKETS FOR THESE SHARES EXTREMELY ILLIQUID.

At present, there is no established public market for the Company’s shares. As a result, the arbitrary offering price of $0.04 per common share as determined herein is substantially higher than the net tangible book value per share of ADVANCED CLOUD STORAGE common stock. ADVANCED CLOUD STORAGE assets do not substantiate a share price of $0.04. This premium in share price applies to the terms of this offering and does not attempt to reflect any forward looking share price subsequent to the Company obtaining a listing on any exchange, or becoming quoted on the OTC Bulletin Board. Accordingly, you could lose a substantial amount, or all, of your investment.

THE COMPANY’S MANAGEMENT COULD ISSUE ADDITIONAL SHARES, SINCE THE COMPANY HAS 75,000,000 AUTHORIZED COMMON SHARES, DILUTING THE CURRENT SHAREHOLDERS’ EQUITY.

The Company has 75,000,000 authorized common shares, of which only 10,000,000 are currently issued and outstanding and only 15,000,000 will be issued and outstanding after this offering terminates. The Company’s management could, without the consent of the existing shareholders, issue substantially more shares, causing a large dilution in the equity position of the Company’s current shareholders. Additionally, large share issuances would generally have a negative impact on the Company’s share price. It is possible that, due to additional share issuance, you could lose a substantial amount, or all, of your investment.

AS WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR INVESTORS' SUBSCRIPTIONS, IF WE FILE FOR OR ARE FORCED INTO BANKRUPTCY PROTECTION, INVESTORS WILL LOSE THEIR ENTIRE INVESTMENT.

Invested funds for this offering will not be placed in an escrow or trust account. Accordingly, if we file for bankruptcy protection, or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. As such, you will lose your investment and your funds will be used to pay creditors.
 
 
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WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE.
 
We do not anticipate paying dividends on our common stock in the foreseeable future, but plan rather to retain earnings, if any, for the operation, growth and expansion of our business. Because the Company does not anticipate paying cash dividends in the foreseeable future which may lower expected returns for investors, and as such our stockholders will not be able to receive a return on their investment unless they sell their shares of common stock.
 
AS WE MAY BE UNABLE TO CREATE OR SUSTAIN A MARKET FOR THE COMPANY’S SHARES, THEY MAY BE EXTREMELY ILLIQUID.

If no market develops, the holders of our common stock may find it difficult or impossible to sell their shares. Further, even if a market develops, our common stock will be subject to fluctuations and volatility and the Company cannot apply directly to be quoted on the NASDAQ Over-The-Counter Bulletin Board (OTC). Additionally, the stock may be quoted or traded only to the extent that there is interest by broker-dealers in acting as a market maker in the Company’s stock. Despite the Company’s best efforts, it may not be able to convince any broker/dealers to act as a market-makers and make quotations on the OTC Bulletin Board. The Company may consider pursuing a listing on the OTCBB after this registration becomes effective and the Company has completed its offering.

IN THE EVENT THAT THE COMPANY’S SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00 PER SHARE AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY RESTRICTIONS AND THESE RESTRICTIONS COULD SEVERLY AFFECT THE PRICE AND LIQUIDITY OF THE COMPANY’S SHARES.

In the event that our shares are traded and our stock trades below $5.00 per share, our stock would be known as a “penny stock”, which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and Exchange Commission (the “SEC”) has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock could be considered to be a “penny stock”. A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established customers and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, he must receive the purchaser’s written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our common stock to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to.
 
SINCE OUR COMPANY’S SOLE OFFICER AND DIRECTOR CURRENTLY OWNS 100% OF THE OUTSTANDING COMMON STOCK, INVESTORS MAY FIND THAT HIS DECISIONS ARE CONTRARY TO THEIR INTERESTS.
 
The Company’s sole officer and director owns 100% of the outstanding shares and will own over 66.67% after this offering is completed. As a result, he may have control of the Company and be able to choose all of our directors. His interests may differ from those of the other stockholders. Factors that could cause his interests to differ from the other stockholders include the impact of corporate transactions on the timing of business operations and his ability to continue to manage the business given the amount of time he is able to devote to the Company.
 
 
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All decisions regarding the management of the Company’s affairs will be made exclusively by him. Purchasers of the offered shares may not participate in the management of the Company and therefore, are dependent upon his management abilities. The only assurance that the shareholders of the company, including purchasers of the offered shares, have that the Company’s sole officer and director will not abuse his discretion in executing the Company’s business affairs, is his fiduciary obligation and business integrity. Such discretionary powers include, but are not limited to, decisions regarding all aspects of business operations, corporate transactions and financing. Accordingly, no person should purchase the offered shares unless willing to entrust all aspects of management to the sole officer and director, or his successors. Potential purchasers of the offered shares must carefully evaluate the personal experience and business abilities of the Company’s management.

Risks Related to Investing in Our Company

WE LACK AN OPERATING HISTORY AND THERE IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE REVENUES, WHICH COULD RESULT IN SUSPENSION OR END OF OUR OPERATIONS.
 
We were incorporated on November 18, 2010 and we have not realized any revenues. We have very little operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the completion of this offering, our ability to attract customers and to generate revenues through our sales.
 
BECAUSE WE EXPECT TO INCUR LOSSES IN THE FUTURE, FAILURE TO GENERATE REVENUES WILL CAUSE US TO GO OUT OF BUSINESS AND YOUR ENTIRE INVESTMENT COULD BE LOST
 
Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating revenues. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.
 
OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE, WHICH COULD RESULT IN THE COMPLETE LOSS OF YOUR INVESTMENT.
 
Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control. Factors that may cause our operating results to fluctuate significantly include: our ability to generate enough working capital from future equity sales; the level of commercial acceptance by the public of our services; fluctuations in the demand for secure online storage; the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations, infrastructure and general economic conditions.
 
If realized, any of these factors could have a material adverse effect on our business, financial condition and operating results, which could result in the complete loss of your investment.
 
BECAUSE WE ARE SMALL AND HAVE LIMITED CAPITAL, OUR MARKETING CAMPAIGN MAY NOT BE SUFFICIENT TO ATTRACT ENOUGH CLIENTS TO OPERATE PROFITABLY. IF WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.
 
Due to the fact we are small and have limited capital, we must limit our marketing activities and may not be able to make our services known to potential customers. Because we will be limiting our marketing activities, we may not be able to attract enough customers to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.
 
 
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AS THE COMPANY’S SOLE OFFICER AND DIRECTOR HAS OTHER OUTSIDE BUSINESS ACTIVITIES, HE MAY NOT BE IN A POSITION TO DEVOTE A MAJORITY OF HIS TIME TO THE COMPANY, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS OR BUSINESS FAILURE.
 
Mr. Meyer our sole officer and director, has other business interests and currently devotes approximately 20 hours per week to our operations. Mr. Meyer will have to arrange leave from his current occupation to travel to the US and may not be able to do so at the exact time frame needed and this could cause a interruption to the company’s planed services, which may result in periodic interruptions or suspensions of our business plan. If the demands of the Company’s business requires more business time of our sole officer and director, he is prepared to adjust his timetable to devote more time to the Company’s business. However, he may not be able to devote sufficient time to the management of the Company’s business, which may result in periodic interruptions in implementing the Company’s plans in a timely manner. Such delays could have a significant negative effect on the success of the business.

KEY MANAGEMENT PERSONNEL MAY LEAVE THE COMPANY, WHICH COULD ADVERSELY AFFECT THE ABILITY OF THE COMPANY TO CONTINUE OPERATIONS.

The Company is entirely dependent on the efforts of its sole officer and director. His departure or the loss of any other key personnel in the future could have a material adverse effect on the business. The Company believes that all commercially reasonable efforts have been made to minimize the risks attendant with the departure by key personnel from service. However, there is no guarantee that replacement personnel, if any, will help the Company to operate profitably. The Company does not maintain key person life insurance on its sole officer and director.

IN THE CASE IF THE COMPANY IS DISSOLVED, IT IS UNLIKELY THAT THERE WILL BE SUFFICIENT ASSETS REMAINING TO DISTRIBUTE TO THE SHAREHOLDERS.

In the event of the dissolution of the Company, the proceeds realized from the liquidation of its assets, if any, will be distributed to the shareholders only after the claims of the Company’s creditors are satisfied. In that case, the ability of purchasers of the offered shares to recover all or any portion of the purchase price for the offered shares will depend on the amount of funds realized and the claims to be satisfied there from.

BECAUSE THERE IS NO MINIMUM PROCEEDS FROM THIS OFFERING, THE COMPANY CAN RECEIVE FROM THIS OFFERING, THE COMPANY MAY NOT RAISE SUFFICIENT CAPITAL TO IMPLEMENT ITS PLANNED BUSINESS AND YOUR ENTIRE INVESTMENT COULD BE LOST

This offering is being made on a best-efforts basis and there is no minimum amount of proceeds the Company may receive. Funds raised under this offering will not be held in trust or in any escrow account and all funds raised regardless of the amount will be available to the Company. In the event that does not raise sufficient capital to implement its planned operations, your entire investment could be lost.

Risks Related to the Company’s Market and Strategy
 
SINCE WE ARE A NEW COMPANY AND LACK AN OPERATING HISTORY, WE FACE A HIGH RISK OF BUSINESS FAILURE, WHICH WOULD RESULT IN THE LOSS OF YOUR INVESTMENT.
 
ADVANCED CLOUD STORAGE is a development stage company formed recently to carry out the activities described in this prospectus and thus has only a limited operating history upon which an evaluation of its prospects can be made. We were incorporated on November 18, 2010 and to date have been involved primarily in the creation of our business plan and we have transacted no business operations. Thus, there is no internal or industry-based historical financial data upon which to estimate the Company’s planned operating expenses. As such, we face a high risk of business failure, which would result in the loss of your investment.
 
 
12

 

OUR FAILURE TO GENERATE REVENUE MAY RESULT IN THE LOSS OF YOUR INVESTMENT.

The Company expects that its results of operations may also fluctuate significantly in the future as a result of a variety of market factors, including, among others, the dominance of other companies offering similar services, the entry of new competitors into the cloud data storage industry, our ability to attract, retain and motivate qualified personnel, the initiation, renewal or expiration of our customer base, pricing changes by the Company or its competitors. Accordingly, our future sales and operating results are difficult to forecast.
 
As of the date of this prospectus, we have earned no revenue. Failure to generate revenue will cause us to go out of business, which will result in the complete loss of your investment.
 
BECAUSE WE ARE SMALL AND HAVE LIMITED CASH AVAILABLE, THE COMPANY MAY BE UNABLE TO IMPLEMENT OUR MARKETING STRATEGY SUCCESSFULLY

The implementation of the Company’s marketing strategy will depend on a number of factors. These include our ability to establish a significant customer base and maintain favorable relationships with customers and obtain adequate financing on favorable terms in order to fund our business, maintain appropriate procedures, policies and systems; hire, train and retain skilled employees and to continue to operate within an environment of increasing competition. The inability of the Company to manage any or all of these factors could impair our ability to implement our business strategy successfully, which could have a material adverse effect on the results of its operations and its financial condition.

IF WE DO NOT HAVE ADEQUATE RESOURCES TO MARKET AND SELL OUR SERVICES AND COMPETE SUCCESSFULLY WITH NUMEROUS COMPANYS THAT OFFER ONLINE STORAGE ON THE CLOUD, OUR ABILITY TO ATTRACT CUSTOMERS WILL BE HARMED RESULTING IN REDUCED REVENUES AND INCREASED OPERATING COSTS.

Some of our competitors may have greater access to capital than we do and may use these resources to engage in aggressive advertising and marketing campaigns. The current prevalence of aggressive advertising and promotion may generate pricing pressures to which we must respond. We expect that competition will continue to increase, in cloud storage services, we might not be able to compete with large company’s if they where to drive prices down for cloud storage.

BECAUSE WE ARE A DEVELOPMENT STAGE COMPANY, WE MAY BE UNABLE TO GAIN ANY SIGNIFICANT MARKET ACCEPTANCE FOR OUR SERVICES.

The Company’s growth strategy is substantially dependent upon its ability to market its services successfully to prospective clients. However, its planned services may not achieve significant acceptance. Such acceptance, if achieved, may not be sustained for any significant period of time. Failure of the Company’s services to achieve or sustain market acceptance could have a material adverse effect on our business, financial conditions and the results of our operations.
 
 
13

 
 
Risks Related to Investing in Our Business

BECAUSE THERE ARE MANY SIMILAR PRODUCTS IN THE MARKET, OUR PRODUCTS MAY NOT BE ABLE TO DISTINGUISH THEMSELVES.

There are wide ranges of companies that offer similar services. If we are unable to distinguish our services and attract enough clients, it will affect or business negatively. We may have to suspend or modify our planed services strategy and our planed marketing strategy, which could result in suspending or ceasing operations resulting in a total loss of your investment.
 
BECAUSE WE ARE A SMALL COMPANY, WITH LIMITED ASSETS, WE MAY NOT BE ABLE TO ASSUME SIGNIFICANT ADDITIONAL COSTS TO OPERATE.
 
Because we are a small company, with limited assets, we may not be able to assume significant additional costs to operate. If we are unable to make any necessary change in the Company structure, do the proper negotiations with the developers or are faced with circumstances that are beyond our ability to afford, we may have to suspend operations or cease them entirely which could result in a total loss of your investment.
 
Item 4.   USE OF PROCEEDS

Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.04. The offering is being conducted on a “best efforts’ basis and the offering scenarios that follow are for illustrative purposes only. The actual amount of proceeds, if any, may differ. The following table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by the Company

   
If 25% of
   
If 50% of
   
If 75% of
   
If 100% of
 
   
Shares Sold
   
Shares Sold
   
Shares Sold
   
Shares Sold
 
                         
GROSS PROCEEDS FROM THIS OFFERING
  $ 50,000     $ 100,000     $ 150,000     $ 200,000  
Less: OFFERING EXPENSES
                               
Legal & Accounting
  $ 8,000     $ 8,000     $ 8,000     $ 8,000  
Printing
  $ 400     $ 400     $ 400     $ 400  
Transfer Agent
  $ 3,000     $ 3,000     $ 3,000     $ 3,000  
TOTAL
  $ 11,400     $ 11,400     $ 11,400     $ 11,400  
                                 
Less: GENERAL BUSINESS DEVELOPMENT
                               
Business travel expenses
  $ 3,000     $ 5,000     $ 8,000     $ 10,000  
Office supplies and expenses
  $ 550     $ 1,300     $ 3,050     $ 4,300  
Market research
  $ 2,500     $ 7,000     $ 9,000     $ 10,000  
Computer hardware
  $ 4,000     $ 8,000     $ 9,000     $ 10,000  
Server Farm Rental
  $ 3,000     $ 3,500     $ 5,000     $ 6,000  
TOTAL:
  $ 13,050     $ 24,800     $ 34,050     $ 40,300  
                                 
Less: SOFTWARE DEVELOPMENT
                               
Software Development
  $ 13,550     $ 35,500     $ 71,250     $ 110,000  
                                 
                                 
TOTAL:
  $ 13,550     $ 35,500     $ 71,250     $ 110,000  
                                 
Less: SALES & MARKETING
                               
Logo development:
  $ 3,000     $ 5,500     $ 7,000     $ 10,000  
Website Development
  $ 2,500     $ 5,000     $ 5,000     $ 5,000  
Web hosting
  $ 500     $ 500     $ 500     $ 500  
Online Advertising
  $ 6,000     $ 17,300     $ 20,800     $ 22,800  
                                 
TOTAL
  $ 12,000     $ 28,300     $ 33,300     $ 38,300  
                                 
TOTAL:
  $ 0     $ 0     $ 0     $ 0  
                                 
TOTALS
  $ 50,000     $ 100,000     $ 150,000     $ 200,000  
 
 
14

 
 
Item 5.   Determination of Offering Price.
 
As there is no established public market for our shares, the offering price and other terms and conditions relative to our shares have been arbitrarily determined by ADVANCED CLOUD STORAGE and do not bear any relationship to assets, earnings, book value, or any other objective criteria of value. In addition, no investment banker, appraiser, or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares. Among the factors considered were:
· our cash requirements;
· the proceeds to be raised by the offering;
· our lack of operating history; and
· the amount of capital to be contributed by purchasers in this Offering in proportion to the amount of stock to be retained by our existing shareholder.
 
Item 6.   Dilution.
 
The price of the current offering is fixed at $0.04 per share. This price is significantly greater than the price paid by the Company’s sole officer and director for common equity since the Company’s inception on November 18, 2010. The Company’s sole officer and director paid $0.001 per share, a difference of $0.039 per share lower than the share price in this offering.

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.
 
 
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Existing Stockholders if all of the Shares are Sold
     
Price per share
  $ 0.4  
Post offering net tangible book value
  $ 1,989,890  
Potential gain to existing shareholders
  $ 2,000,000  
Net tangible book value per share after offering
  $ 0.1327  
Increase to present stockholders in net tangible book value per share after offering
  $ 0.1328  
Capital contributions by purchasers of shares
  $ 2,000,000  
Capital Contributions by existing stockholders
  $ 10,000  
Number of shares outstanding before the offering
    10,000,000  
Number of shares after offering held by existing stockholders
    10,000,000  
Existing Stockholders Percentage of ownership after offering
    66.67 %
         
Purchasers of Shares in this Offering if all Shares Sold
       
Price per share
  $ 0.4  
Post offering net tangible book value
  $ 1,989,890  
Increase in net tangible book value per share after offering
  $ 0.1325  
Dilution per share
  $ 0.2673  
Capital contributions by purchasers of shares
  $ 2,000,000  
Capital contributions by existing stock holders
  $ 10,000  
Percentage capital contributions by purchasers of shares
    100 %
Percentage capital contributions by existing stockholders
    1 %
Anticipated net offering proceeds
  $ 1,989,890  
Number of shares after offering held by public investors
    5,000,000  
Total shares issued and outstanding
    15,000,000  
Purchasers of shares percentage of ownership after offering
    33.33 %
Existing stockholders percentage of owner ship after offering
    66.67 %
         
Purchasers of Shares in this Offering if 75% of Shares Sold
       
Price per share
  $ 0.4  
Post offering net tangible book value
  $ 1,489,890  
Post offering net tangible book value per share
  $ 0.1084  
Pre-offering net tangible book value per share
  $ 0.0001  
Increase in net tangible book value per share after offering
  $ 0.1085  
Dilution per share
  $ 0.2916  
Capital contributions by purchasers of shares
  $ 1,500,000  
Capital contributions by existing stock holders
  $ 10,000  
Percentage capital contributions by purchasers of shares
    99 %
Percentage capital contributions by existing stockholders
    1 %
Anticipated net offering proceeds
  $ 1,488,600  
Number of shares after offering held by public investors
    3,750,000  
Total shares issued and outstanding
    13,750,000  
Purchasers of shares percentage of ownership after offering
    27 %
Existing stockholders percentage of ownership after offering
    73 %
         
Purchasers of Shares in this Offering if 50% of Shares Sold
       
Price per share
  $ 0.4  
Post offering net tangible book value
  $ 989,890  
Post offering net tangible book value per share
  $ 0.0792  
Pre-offering net tangible book value per share
  $ 0.0001  
Increase in net tangible book value per share after offering
  $ 0.0793  
Dilution per share
  $ 0.3208  
Capital contributions by purchasers of shares
  $ 1,000,000  
Capital contributions by existing share holders
  $ 10,000  
Percentage capital contributions by purchasers of shares
    99 %
Percentage capital contributions by existing stock holders
    1 %
Anticipated net offering proceeds
  $ 988,600  
Number of shares after offering held by public investors
    2,500,000  
Total shares issued and outstanding
    12,500,000  
Purchasers of shares percentage of ownership after offering
    20.00 %
Existing stockholders percentage of ownership after offering
    80.00 %
         
Purchasers of Shares in this Offering if 25% of Shares Sold
       
Price per share
  $ 0.4  
Post offering net tangible book value
  $ 489,890  
Post offering net tangible book value per share
  $ 0.0435  
Pre-offering net tangible book value per share
  $ 0.0001  
Increase in net tangible book value per share after offering
  $ 0.0437  
Dilution per share
  $ 0.3565  
Capital contributions by purchasers of shares
  $ 500,000  
Capital contributions by existing share holders
  $ 10,000  
Percentage capital contributions by purchasers of shares
    98 %
Percentage capital contributions by existing stock holders
    2 %
Anticipated net offering proceeds
  $ 488,600  
Number of shares after offering held by public investors
    1,250,000  
Total shares issued and outstanding
    11,250,000  
Purchasers of shares percentage of ownership after offering
    11.11 %
Existing stockholders percentage of ownership after offering
    88.89 %
 
 
16

 
 
Item 7. Selling Security Holders.
 
Not applicable
 
Item 8.   Plan of Distribution.
 
10,000,000 common shares are issued and outstanding as of the date of this prospectus. The Company is registering an additional 5,000,000 shares of its common stock at the price of $0.04 per share. There is no arrangement to address the possible effect of the offering on the price of the stock.
 
The Company will receive all proceeds from the sale of those shares. The price per share is fixed at $0.04 for the duration of this offering. Although our common stock is not listed on a public exchange, we intend to apply for quotation on the Over-the-Counter Bulletin Board (OTCBB). In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, who, generally speaking, must approve the first quotation of a security by a market maker on the OTCBB, nor can there be any assurance that such an application for quotation will be approved. However, sales by the Company must be made at the fixed price of $0.04 for the duration of this offering.

The Company's shares may be sold to purchasers from time to time directly by and subject to the discretion of the Company. Further, the Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares sold by the Company may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $0.04 per share
 
 
17

 

The offering will conclude when all 5,000,000 shares of common stock have been sold, or 90 days after this registration statement becomes effective with the Securities and Exchange Commission. There is no minimum number of common shares that we have to sell. There are no minimum purchase requirements. ADVANCED CLOUD STORAGE may at its discretion extend the offering for an additional 90 days or such period as the Company deems reasonable.

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which ADVANCED CLOUD STORAGE has complied.

In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

In connection with the Company’s selling efforts in the offering, Frik Meyer our sole officer and director will be selling shares on the Company’s behalf. Our sole officer and director will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of Rule 3a4-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Mr. Meyer is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Mr. Meyer will not be compensated in connection with her participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. Meyer is not, nor has she been within the past 12 months, a broker or dealer, and he is not, nor has she been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Mr. Meyer will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Mr. Meyer will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

ADVANCED CLOUD STORAGE will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states).
 
Item 9.  Description of Securities to be Registered.
 
Common Stock

Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share. The holders of our common stock:

 
*
have equal ratable rights to dividends from funds legally available if and when declared by our Board of Directors;
     
 
*
are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
     
 
*
do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights;
     
 
*
and are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

We refer you to the Bylaws of our Articles of Incorporation and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.
 
 
18

 

Non-cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose and, in that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, present stockholders will own approximately 66.67% of our outstanding shares.

Cash Dividends

As of the date of this prospectus, we have not declared or paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings in our business operations.

Anti-Takeover Provisions

Though not now, we may be or in the future we may become subject to Nevada's control share law. A corporation is subject to Nevada's control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada or through an affiliated corporation. The law focuses on the acquisition of a "controlling interest" which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors:
 
(i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others.
 
The effect of the control share law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share law.
 
If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such stockholder's shares.
 
Nevada's control share law may have the effect of discouraging takeovers of the corporation.
 
Stock Transfer Agent

We have not engaged the services of a transfer agent at this time. However, within the next twelve months we anticipate doing so. Until such a time a transfer agent is retained, Advanced Cloud Storage will act as its own transfer agent.
 
 
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Item 10.   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, a substantial 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.
 
The financial statements included in this prospectus and the registration statement have been audited by Seale and Beers, CPAs 50 S. Jones Blvd Suite 202. Las Vegas, Nevada 89107, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement. The financial statements are included in reliance on such report given upon the authority of said firm as experts in auditing and accounting.

The Law Offices of Thomas E. Puzzo, PLLC., has rendered an opinion with respect to the validity of the shares of common stock covered by this prospectus.
 
Item 11.   Information with Respect to the Registrant.
 
DESCRIPTION OF BUSINESS
 
Business Development

On November 18, 2010 Mr. Frik Meyer, president and sole director incorporated the Company in the State of Nevada and established a fiscal year end of March 31. ADVANCED CLOUD STORAGE, INC. is a development-stage company that intends to market and sell its planed secure online data storage through its’ intended website.

The Company has not yet implemented its business model and to date has generated no revenues. It is the Company’s intention to provide its customers with the highest level of offsite data storage and security features available in the market today. The Company’s target market will be corporations or individuals that have very sensitive data.

The company intends to deploy the high levels of encryption algorithms as well as various ghosting and spoofing techniques of Intent IP addresses making it virtually impossible to track data.  Ghosting is a technique where IP address are changed on the fly by going through a computer system that reroutes the data to an IP address only known to that machine. It is possible that the client would not even know in which jurisdiction their data is stored. The Company may have to hire other corporations or individuals in various jurisdictions to accomplish some of the IP ghosting and hosting. Under these types of arrangements the Company may not know where the data is located.  Other planned security features include multiple passwords; allowing various access levels to various data.  By using the same login but different passwords, users may have access to only a limited amount of data while other data is unrelated and unseen. The same login with another password would cause a military grade data purge of all data associated with that password.  Additional planned features include the opportunity to dispatch security should someone be forced to reveal sensitive data against their will. For example a password could give access to non-critical data but at the same time that password could cause the system to dispatch security to a specific location.
 
 
20

 

Other planned security features could be made machine specific. If the client wished that only one computer is authorized to access data, this could be accomplished by reading various chip set serial numbers to identify a particular machine.  Obviously there could be some concerns if this machine ceased to operate as it could be virtually impossible to retrieve the data.

We intend to market our services on the Internet. We have three planned phases to our operations over the next twelve months. The business activities and related expenses in each phase will be affected by the proceeds from sales of shares in this offering received by the Company as discussed below.

Product Description

Advanced Cloud Storage intends to provide secure online storage in the cloud. Cumulus, our first planned product will be an online backup service that is protected by a high level of encryption algorithms as well as ghosting and spoofing techniques of Intent IP addresses making it virtually impossible to track.

Stratus, our second planned storage product will have all of the features of Cumulus, plus Stratus will have multiple layers of passwords allowing various layers of access to a limited amount of data.

Cirrus, our third planned cloud storage product will have all of the features of Cumulus and Stratus, plus we intend to have in our software is if you used the same login with another password it would cause a military grade data purge of all data associated with that password.

Nimbus, our fourth planned storage product will have all of the features of Cumulus, Stratus and Cirrus, plus we intend to add the ability to dispatch help such as the local security should someone be forced to reveal sensitive data against their will. For example a password could give access to non-critical data but at the same time that password could cause the system to dispatch security to a specific location.

Annual price for each of our planned products is:
 
   
100 Gigabytes
   
Additional 100 Gigabytes
 
Cumulus
  $ 120     $ 140  
Stratus
  $ 130     $ 140  
Cirrus
  $ 140     $ 140  
Nimbus
  $ 150     $ 140  
 
Plan of Operation

ADVANCED CLOUD STORAGE, INC. is a development-stage company that intends to market and sell its planned secure online data storage through its’ intended website.

The Company has not yet implemented its business model and to date and has generated no revenues. It is the Company’s intention to provide its customers with the highest level of offsite data storage and security features available in the market today. The Company’s target market will be corporations or individuals that have very sensitive data.
 
 
21

 

Over the next twelve months, the Company plans to introduce four different software products: 1) Cumulus, a secure data backup service using the high levels of encryption algorithms as well as various ghosting and spoofing techniques of Intent IP addresses making it virtually impossible to track the data, 2) Stratus, multiple layers of passwords allowing various layers of access to a limited amounts of data, 3) Cirrus, a military grade data purge of all data associated with that password and 4) Nimbus, a dispatch feature designed to dispatch local security should someone be forced to reveal sensitive data against their will. For example a password could give access to non-critical data but at the same time that password could cause the system to dispatch security to a specific location.

Over the 12-month period starting upon the effective date of this registration statement, our company must raise capital to introduce its planned products and start sales. We intend to market our services on the Internet. We have three planned phases to our operations over the next twelve months. The business activities and related expenses in each phase will be affected by the proceeds from sales of shares in this offering received by the Company as discussed below.

The first phase of our planed operations will be to contract with market research consultants to determine the best target market. Estimated cost for market research is $10,000. We will secure the services of contractors to develop our logo and develop our website. Estimated cost of logo development is $10,000 and estimated cost of website development is $5,000 .We intend to purchase computer hardware estimated at $10,000.The company anticipates the first phase of our planed operations to be completed within 90 days of this offering.
 
For the second phase of our planed operations, we intend to engage the services of a software development contractor to develop our software. Estimated software development cost is $110,000. In addition, we intend to enter into an agreement with an IT (Internet Technology) specialist like Raccorp or Dragonaranet. These IT specialists will provide the company with servers, Internet bandwidth and IT services (server farm rental) at an estimated annual cost of $6,000. The company anticipates the second phase of our planned operations to be completed within 240 days of this offering.

The third phase of our planned operations will be to launch our website and begin our sales and marketing campaign. Estimated cost for the sales and marketing campaign is $38,300. The company anticipates the third phase of our planned operations to be completed within 270 days of this offering. We anticipate generating revenues within 360 days of this offering.
 
In the event the Company sells 25% of the shares offered, the Company intends to scale back its planned software development to providing Cumulus, our first planned product thereby reducing anticipated software development expense to $13,550. In addition, the Company will reduce its planned business travel expense to $3,000; scale back the purchase of its computer hardware to $4,000 and reduce planned market research expense to $2,500. Office supplies expense will be reduced to $550 and the required server farm rental will be reduced to $3,000. Logo development expense will be reduced to $3,000; website development will be reduced to $2,500; online advertising expense will be reduced to $6,000 thereby reducing total sales and marketing expenses to $12,000 (see Use of Proceeds, page 14).

In the event the Company sells 50% of the shares offered, the Company intends to scale back planned software development to providing Stratus our second planned product thereby reducing its anticipated software development expense to $35,500. In addition, the Company will reduce its planned business travel expense to $5,000; scale back the purchase of its computer hardware to $8,000 and reduce planned market research expense to $7,000. Office supplies expense will be reduced to $1,300 and the required server farm rental will be reduced to $3,500. Logo development expense will be reduced to $5,500; website development will be reduced to $5,000; online advertising expense will be reduced to $17,300 thereby reducing total sales and marketing expenses to $28,300 (see Use of Proceeds, page 14).
 
 
22

 

In the event the Company sells 75% of the shares offered, the Company intends to scale back planned software development to providing Cirrus our third planned product thereby reducing its anticipated software development expense to $71,250. In addition, the Company will reduce its planned business travel expense to $8,000; scale back the purchase of its computer hardware to $9,000 and reduce planned market research expense to $9,000. Office supplies expense will be reduced to $3,050 and the required server farm rental will be reduced to $5,000. Logo development expense will be reduced to $7,000; online advertising expense will be reduced to $20,800 thereby reducing total sales and marketing expenses to $33,300 (see Use of Proceeds, page 14).

The Market Opportunity

Management believes that by 2012 the cloud storage market will reach 3 billion dollars according to the IDC (International Data Corporation). The IDC study presents a five-year forecast of the worldwide storage-as-a-service market for 2008-2012. With expectations that customers will continue to invest strongly in various forms of online storage services, IDC forecasts this market to pass the $3 billion mark by 2012, with a compound annual growth rate greater than 29% from 2007 to 2012.

The newest data from IDC In total, spending on public IT cloud services (excludes private cloud spending) will grow from $16.5 billion in 2009 – a modest, recession-driven haircut from last year’s forecast – to over $55 billion in 2014. This is scorching fast growth of 27% per year

We believe that public IT cloud services will be the core elements of their IT services delivery portfolios. They will do so for one big reason:  the public cloud is where the best and richest variety of business solutions will increasingly be found.

The online shift of the latest and greatest business solutions to the Web is happening because the Cloud is winning the war for developers:  a rapidly growing number of developers see the Web as the most attractive “platform” on which to quickly and affordably deploy their solutions.  It’s not a mystery:  the Cloud dramatically reduces the barriers for customer adoption (and upgrade) and dramatically expands the market reach for solution developers.

The number one benefit of sourcing IT from the cloud is speed and ease of deployment.  Anyone who knows a Sales VP who has signed up for salesforce.com, or any of the other Software as a Service (“SaaS”), Customer Relationship Management systems, can certainly believe this: the slow pace of traditional IT development and deployment of business systems has long been a frustration for line-of-business (LOB) executives, and a key driver of SaaS demand

The next three key benefits deal with improving the economics of businesses’ IT use: aligning costs with utilization, reducing the need for in-house IT staff (and related costs), and replacing large up-front financial outlays with streaming payments
.
The fourth most highly-rated cloud services benefit is the ability to keep business systems/services up to speed with the latest capabilities in the market
 
 
23

 


With all the data being moved to cloud storage management believes that the highest concern with prospective clients that have very sensitive data will be the security of the data.

Competitive Advantages

Software development contractors from South Africa, India or China will be contracted to design our intended software and we will utilize the most cost effective service. Utilizing third party contractors means that we can develop our software for a fixed price and a lower cost.

The company feels that its unique product set will distinguish it from competing products.

 
24

 

Intellectual Property

We intend, in due course, subject to legal advice, to apply for trademark protection and/or copyright protection in the United States, Canada, and other jurisdictions.

We intend to aggressively assert our rights trademark and copyright laws to protect our intellectual property, including product design, product research and concepts and recognized trademarks. These rights are protected through the acquisition of trademark registrations, the maintenance of copyrights, and, where appropriate, litigation against those who are, in our opinion, infringing these rights.

While there can be no assurance that registered trademarks and copyrights will protect our proprietary information, we intend to assert our intellectual property rights against any infringer. Although any assertion of our rights can result in a substantial cost to, and diversion of effort by, our company, management believes that the protection of our intellectual property rights is a key component of our operating strategy.
 
Regulatory Matters

We are unaware of and do not anticipate having to expend significant resources to comply with any governmental regulations of data storage. In general, the development and operation of our business is not subject to special regulatory and/or supervisory requirements.

Environmental Laws

We have not incurred and do not anticipate incurring any expenses associated with environmental laws.

Employees and Employment Agreements
 
As the date of this prospectus, ADVANCED CLOUD STORAGE has no permanent staff other than its sole officer and director, Mr. Frik Meyer, who is the President and director of the Company. Mr. Frik Meyer has the flexibility to work on ADVANCED CLOUD STORAGE up to 20 hours per week. He is prepared to devote more time to our operations as may be required. He is not being paid at present.

There are no employment agreements in existence. The Company presently does not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, the Company may adopt plans in the future. Management does not plan to hire additional employees at this time. Our sole officer and director will be responsible for the initial servicing. Once the Company begins building its Internet website, the Company will hire an independent consultant to build the site.
 
AVAILABLE INFORMATION
 
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock offered hereby. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedule thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information regarding our common stock and our company, please review the registration statement, including exhibits, schedules and reports filed as a part thereof. Statements in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement, set forth the material terms of such contract or other document but are not necessarily complete, and in each instance reference is made to the copy of such document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.
 
 
25

 
 
Upon effectiveness of this Prospectus, we will be subject to the reporting and other requirements of the Exchange Act and we intend to furnish our shareholders annual reports containing financial statements audited by our registered independent auditors and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year.  Such reports and other information along with the registration statement, including the exhibits and schedules thereto, may be inspected at public reference facilities of the SEC at 100 F Street N.E, Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC’s Internet website at http://www.sec.gov.
 
Reports to security holders

After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 13 (a) or 15 (d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any materials we file with the SEC at the SEC’s Public Reference Room or visiting the SEC’s Internet website (see “Available Information” above).
 
LEGAL PROCEEDINGS
 
There are no legal proceedings pending or threatened against us.
 
 
26

 
 
FINANCIAL STATEMENTS
 
 
 
ADVANCED CLOUD STORAGE, INC.
(A Development Stage Company)
 
FINANCIAL STATEMENTS
 
March 31, 2011
 
Audited
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 F-1
   
BALANCE SHEET
 F-2
   
STATEMENT OF OPERATIONS
 F-3
   
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
 F-4
   
STATEMENT OF CASH FLOWS
 F-5
   
NOTES TO FINANCIAL STATEMENTS
 F-6

 
27

 
 
SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
www.sealebeers.com
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and Stockholders of
Advanced Cloud Storage, Inc.
(A Development Stage Company)

We have audited the accompanying balance sheet of Advanced Cloud Storage, Inc. (A Development Stage Company) as of March 31, 2011, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the period from inception on November 18, 2010 through 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 audits in accordance with 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 statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Advanced Cloud Storage, Inc. (A Development Stage Company) as of March 31, 2011, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the period from inception on November 18, 2010 through March 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company has had a loss from operations of $8,710, an accumulated deficit of $8,710, working capital of $1,290 and has earned no revenues since inception, which raises substantial doubt about its ability to continue as a going concern.  Management’s plans concerning these matters are also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ Seale and Beers, CPAs

Seale and Beers, CPAs
Las Vegas, Nevada
April 12, 2011
 
50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351
 
 
F-1

 
 
ADVANCED CLOUD STORAGE, INC.
(A Development Stage Company)
 
 BALANCE SHEET
Audited
 
   
March 31, 2011
 
       
       
ASSETS
     
       
CURRENT ASSETS
     
Cash
  $ 5,640  
TOTAL CURRENT ASSETS
  $ 5,640  
         
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
       
         
CURRENT  LIABILITIES
       
Accounts payable and accrued liabilities
  $ 2,900  
Loans from Related Party
    1,450  
TOTAL CURRENT LIABILITIES
  $ 4,350  
         
STOCKHOLDERS’  EQUITY ( DEFICIT )
       
Capital stock
       
Authorized
       
       75,000,000 shares of common stock, $0.001 par value,
       
Issued and outstanding
       
        10,000,000 shares at March 31, 2011
  $ 10,000  
Additional Paid-In Capital
       
Deficit accumulated during the development stage
    (8,710 )
TOTAL STOCKHOLDERS’ EQUITY/(DEFICIT)
  $ 1,290  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)
  $ 5,640  
 
The accompanying notes are an integral part of these financial statements

 
F-2

 
 
ADVANCED CLOUD STORAGE, INC.
(A Development Stage Company)

 STATEMENT OF OPERATIONS
Audited
 
   
Cumulative results
 
   
from inception
 
   
(November 18, 2010) to
 
   
March 31, 2011
 
REVENUE
     
       
Revenues
  $ -  
Total Revenues
  $ -  
         
EXPENSES
       
         
Office and general
  $ 1,460  
Professional Fees
    7,250  
Total Expenses before income tax
  $ 8,710  
         
Provision for income tax
    -  
NET LOSS
  $ (8,710 )
         
BASIC AND DILUTED LOSS PER COMMON SHARE     -  
         
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING     4,328,358  
 
The accompanying notes are an integral part of these financial statements
 
 
F-3

 
 
ADVANCED CLOUD STORAGE, INC.
(A Development Stage Company)

 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
From inception (November 18, 2010) to March 31, 2011
Audited
 
                           
Deficit
       
                     
accumulated
       
   
Common Stock
   
Additional
   
Share
   
during the
       
   
Number of
         
Paid-in
   
Subscriptions
   
development
       
   
shares
   
Amount
   
Capital
   
Receivable
   
stage
   
Total
 
                                     
Balance at inception on
                                   
November 18, 2010
    -     $ -     $ -     $ -     $ -     $ -  
                                                 
Founder’s shares  issued for cash
                                               
at $0.001 per share (par value),
on February 2, 2011
    10,000,000       10,000       -       -       -       10,000  
                                                 
Net loss from inception through
                                               
March 31, 2011
    -       -       -       -       (8,710 )     (8,710 )
                                                 
Balance,  March 31, 2011
    10,000,000     $ 10,000     $ -     $ -     $ (8,710 )   $ 1,290  
 
The accompanying notes are an integral part of these financial statements
 
 
F-4

 

ADVANCED CLOUD STORAGE, INC.
(A Development Stage Company)
 
 STATEMENT OF CASH FLOWS
Audited
 
   
November 18, 2010
 
   
(date of inception) to
 
   
March 31, 2011
 
       
 OPERATING ACTIVITIES
     
Net loss
  $ (8,710 )
Adjustment to reconcile net loss to net cash
       
used in operating activities
       
Expenses paid on company’s behalf by related party
    1,450  
Increase (decrease) in accrued expenses
  $ 2,900  
         
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES   $ (4,360 )
         
FINANCING ACTIVITIES
       
Proceeds from sale of common stock
    10,000  
Subscription Receivable
    -  
         
NET CASH PROVIDED BY FINANCING ACTIVITIES   $ 10,000  
         
NET INCREASE ( DECREASE) IN CASH
  $ 5,640  
         
CASH, BEGINNING OF PERIOD
  $ -  
         
CASH, END OF PERIOD
  $ 5,640  
         
Supplemental cash flow information and noncash financing activities:        
Cash paid for:
       
Interest
  $ -  
         
Income taxes
  $ -  
 
The accompanying notes are an integral part of these financial statements
 
 
F-5

 

ADVANCED CLOUD STORAGE, INC.
(A Development Stage Enterprise)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
 
March 31, 2011

 
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
 
The Company was incorporated in the State of Nevada as a for-profit Company on November 18, 2010 and established a fiscal year end of March 31. The Company is in the initial development stage and was organized to engage in the business of online data storage.
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation
The financial statements present the balance sheet, statements of operations, stockholders' equity (deficit) and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.
 
Revenue Recognition
The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.
 
Advertising
Advertising costs are expensed as incurred.  As of March 31, 2011, no advertising costs have been incurred.
 
Property
The Company does not own or rent any property.  The office space is provided by the president at no charge.
 
Use of Estimates and Assumptions
Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.
 
Cash and Cash Equivalents
The Company considers all highly liquid investments with maturity of three months or less to be cash equivalents. Cash for this company is held in trust by an attorney.
 
Income Taxes
The Company follows the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances.  Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled.  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.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.
 
Net Loss per Share
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period.  Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company.  Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.
 
 
F-6

 
 
ADVANCED CLOUD STORAGE, INC.
(A Development Stage Company)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
March 31, 2011

 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
Recent Accounting Pronouncements
The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statement.
 
NOTE 3 – GOING CONCERN
 
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern.  This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital of $1,290, an accumulated deficit of $8,710 and net loss from operations since inception of $8,710. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company.  There can be no assurance that the Company will be successful in either situation in order to continue as a going concern.  The Company is funding its initial operations by way of issuing Founder’s shares.
 
The officers and directors have committed to advancing certain operating costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs
 
NOTE 4 – CAPITAL STOCK
 
The Company’s capitalization is 75,000,000 common shares with a par value of $0.001 per share.  No preferred shares have been authorized or issued.  As of March 31, 2011, 10,000,000 Common shares are issued and outstanding.
 
On February 2, 2011, the Company issued 10,000,000 Founder’s shares at $0.001 per share for net funds to the Company of $10,000.
 
As of March 31, 2011, the Company has not granted any stock options and has not recorded any stock-based compensation.
 
NOTE 5 – LOAN PAYABLE – RELATED PARTY LOANS
 
As of March 31, 2011, a related party has paid expenses on behalf of the Company in the amount of $1,450.  This amount is payable on demand, and carries no interest.
 
NOTE 6 – INCOME TAXES
 
We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception.  We provided a full valuation allowance on the deferred tax asset because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.
 
Net operating loss carry forwardEffective Tax rateDeferred Tax AssetsLess: Valuation AllowanceNet deferred tax asset
 
 
F-7

 
 
ADVANCED CLOUD STORAGE, INC.
(A Development Stage Company)

NOTES TO THE AUDITED FINANCIAL STATEMENTS
March 31, 2011

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of March 31, 2011 are as follows:
 
    March 31, 2011  
Net operating loss carry forward     8,710  
Effective Tax rate     35 %
Deferred Tax Assets     3,049  
Less: Valuation Allowance     (3,049 )
Net deferred tax asset   $ 0  
 
The net federal operating loss carry forward will expire between 2031 and 2032.  This carry forward may be limited upon the consummation of a business combination under IRC Section 381.
 
NOTE 7 - SUBSEQUENT EVENTS
 
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were available to be issued and has determined that there are no events to disclose.
 
 
F-8

 
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
This section of the Registration Statement includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Results of Operations
 
For the period from inception through November 18, 2010, we had no revenue. Expenses for the period totaled $8,710 resulting in a Net loss of $8,710.

Capital Resources and Liquidity

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. With the exception of cash advances from our sole Officer and Director, our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year.

As of March 31, 2011, we had $5,640 in cash. As of the date of this registration statement, the current funds available to the Company will not be sufficient to fund the expenses related to this offering, continue maintaining a reporting status. The Company’s sole officer and director, Mr. Meyer has indicated that he may be willing to provide a maximum of $25,000, required to fund the offering expenses and maintain the reporting status, in the form of a non-secured loan for the next twelve months as the expenses are incurred if no other proceeds are obtained by the Company. However, there is no contract or written agreement in place.

In the offering scenarios presented in the Section titled “Use of Proceeds” the Company feels that it will have sufficient funds to fund the expenses related to this offering however the Company may be unable to fully launch its planned business activities for the next twelve months unless 100% of the shares are sold. In the event that 25% of the shares are sold, for the next twelve months the Company plans to reduce its planned business activities to the introduction of a single feature in our software thereby minimizing the expenses for business travel, computer hardware, market research; logo design and software development. In the event that 50% of the shares are sold, for the next twelve months the Company will introduce two features to our soft ware thereby increasing its expenses for business travel, logo design; hard ware and software design as well as increasing marketing..  In the event that 75% of the shares are sold, for the next twelve months the Company will introduce three features to our software thereby increasing its expenses for business travel, hard ware, logo design; software design, server farm rentals. (see Use of Proceeds page 14).
 
 
28

 

In the event that 100% of the shares are sold, for the next twelve months the Company believes it have sufficient funds to fully launch its planned business activities. During the third phase of our Plan of Operations, the Company believes it will generate sales. We expect that revenue will be generated within 300 days following the closing of this offering. We anticipate that within 360 days following the closing of this offering, we should be generating income. Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our Plan of Operations. With the exception of cash advances from our sole Officer and Director, our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year.

We do not anticipate researching and releasing any further features to our software nor do we foresee the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees.

Off-balance sheet arrangements

Other than the above described situation, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
 
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUTING AND FINANCIAL DISCLOSURE
 
There have been no changes in or disagreements with accountants regarding our accounting, financial disclosures or any other matter.
 
DIRECTORS AND EXECUTIVE OFFICERS
 
Identification of directors and executive officers

Our sole director serves until his successor is elected and qualified. Our sole officer is elected by the Board of Directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The Board of Directors has no nominating or compensation committees. The company’s current Audit Committee consists of our sole officer and director.

The name, address, age and position of our present sole officer and director is set forth below:

Name
 
Age
 
Position(s)
         
Frik Meyer
  58  
President, Secretary/ Treasurer, Chief Financial Officer and Chairman of the Board of Directors.
 
 
29

 
 
The person named above has held his offices/positions since inception of our company and is expected to hold his offices/positions at least until the next annual meeting of our stockholders.

Business Experience

From 2003 to January 2009 Mr. Meyer was employed by a South African satellite communications company (ADMS) and started focusing on digital signage (high-impact, relevant marketing messages using high definition TV screens) delivered to carefully targeted audiences around the country and international via satellite technology. With this wide area network and smaller area networks throughout the country, he manages software packages, network installations, satellite installations, computer hardware maintenance and computer assembly to suit this satellite and digital signage environment.

From February 2009 to March 2010 Mr. Meyer was manager of the Performer Theatre; A dinner theater in the eastern side of Pretoria South Africa that specialized in world class in-house live productions and caters events for 80 to 350 people. From March 2010 until the present time, Mr. Meyer has been self employed building web-based solutions for both web users and local businesses.

Mr. Meyer is a qualified project manager in the Information Technology (IT) environment and has worked in several large companies in South Africa, (Iscor, Fowler Construction, Group Five Building) and several government projects in the North Western Province of South Africa. He has particular experience in financial systems, plant costing and business information programs and developed several software packages for the construction industry. He has also been involved in end user training for a number of years. He founded “Business Information Technology Services & Projects” (BITS & projects) in 1994 as a computer systems house which implements computer solutions and services to the corporate market.

The company feels that Mr. Meyers entrepreneurship and his experience in the software development and marketing makes him a good choice for president of the company.

Conflicts of Interest

At the present time, the company does not foresee any direct conflict between Mr. Meyer’s’ other business interests and his involvement in ADVANCED CLOUD STORAGE, INC.
 
EXECUTIVE COMPENSATION
 
ADVANCED CLOUD STORAGE, INC. has made no provisions for paying cash or non-cash compensation to its sole officer and director. No salaries are being paid at the present time, and none will be paid unless and until our operations generate sufficient cash flows.

The table below summarizes all compensation awarded to, earned by, or paid to our named executive officer for all services rendered in all capacities to us for the period from inception through March 31, 2011
 
SUMMARY COMPENSATION TABLE
 
Name
and
principal
position
 
Year
 
Salary
($)
   
Bonus
($)
   
 
Stock Awards ($)
   
Option
Awards
($)
   
Non-Equity
Incentive Plan
Compensation
($)
   
Nonqualified
Deferred
Compensation
Earnings ($)
   
All Other
Compensation
($)
   
Total
($)
 
                                                                     
FRIK MEYER President
 
2010
    0       0       0       0       0       0       0       0  

 
30

 
 
We did not pay any salaries in 2010. We do not anticipate beginning to pay salaries until we have adequate funds to do so. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officer and director other than as described herein.
  
Outstanding Equity Awards at Fiscal Year-End
 
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of March 31, 2011

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 
OPTION AWARDS
   
STOCK AWARDS
 
 
Name
 
 
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
   
 
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
   
 
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
   
 
Option
Exercise
Price
($)
   
 
Option
Expiration
Date
   
 
Number
of
Shares
or Units
of
Stock That
Have
Not
Vested
(#)
   
 
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
   
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)
   
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
 
FRIK MEYER
    -       -       -       -       -       -       -       -       -  
 
There were no grants of stock options since inception to the date of this Prospectus.

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

The Board of Directors of the Company has not adopted a stock option plan. The company has no plans to adopt it but may choose to do so in the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the “Committee”). The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. ADVANCED CLOUD STORAGE, INC. may develop an incentive based stock option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.

Stock Awards Plan

The company has not adopted a Stock Awards Plan, but may do so in the future. The terms of any such plan have not been determined.
 
 
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Director Compensation

The table below summarizes all compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to us for the period from inception (November 18, 2010) through March 31, 2011.

DIRECTOR COMPENSATION
 
Name
 
Fees Earned or
Paid in
Cash
($)
   
 
 
Stock Awards
($)
   
 
 
Option Awards
($)
   
Non-Equity
Incentive
Plan
Compensation
($)
   
Non-Qualified
Deferred
Compensation
Earnings
($)
   
 
All
Other
Compensation
($)
   
 
 
 
Total
($)
 
                                           
FRIK MEYER
    0       0       0       0       0       0       0  

 
At this time, ADVANCED CLOUD STORAGE, INC. has not entered into any employment agreements with its sole officer and director. If there is sufficient cash flow available from our future operations, the company may enter into employment agreements with our sole officer and director or future key staff members.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our sole officer and director, and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what this ownership will be assuming completion of the sale of all shares in this offering. The stockholder listed below has direct ownership of her shares and possesses sole voting and dispositive power with respect to the shares.

Title of Class
 
Name and Address
Beneficial Owner [1]
 
Amount and Nature of Beneficial Owner
   
Percent of Class
   
Percentage of Ownership Assuming all of the Shares are Sold
   
Percentage of Ownership Assuming 75% of the Shares are Sold
   
Percentage of Ownership Assuming 50% of the Shares are Sold
   
Percentage of Ownership Assuming 25% of the Shares are Sold
 
                                         
Common Stock
 
FRIK MEYER
PO BOX 14215
Clubview
Centurion
0014
South Africa
[2]
    10,000,000       100 %     66.67 %     73 %     80 %     88.89 %
                                                     
   
All Officers and Directors as a Group (1 person)
    10,000,000       100 %     66.67 %     73 %     80 %     88.89 %
 
[1]
The person named above may be deemed to be a “parent” and “promoter” of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct and indirect stock holdings. Mr. Meyer is the only “promoter” of our company.
[2]
Beneficial ownership is determined in accordance with the Rule 13d-3(d)(1) of the Exchange Act, as amended and generally includes voting or investment power with respect to securities. Pursuant to the rules and regulations of the Securities and Exchange Commission, shares of common stock that an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or group and includes shares that could be obtained by the named individual within the next 60 days
 
 
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Our sole officer and director will continue to own the majority of our common stock after the offering, regardless of the number of shares sold. Since he will continue to control the Company after the offering, investors will be unable to change the course of the operations. Thus, the shares we are offering lack the value normally attributable to voting rights. This could result in a reduction in value of the shares you own because of their ineffective voting power. None of our common stock is subject to outstanding options, warrants, or securities convertible into common stock.
 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
On February 2, 2011, we issued a total of 10,000,000 shares of common stock to Mr. Frik Meyer, our sole officer and director, for total cash consideration of $10,000. The Company considered these securities as “Founders” shares. Mr. Frik Meyer purchased his shares at par value being $0.001 per share, considerably lower than the $0.04 cents per share in this offering. This offer and sale was made pursuant to the exemption from registration afforded by Rule 903(b)(3) of the Regulation S, promulgated under the Securities Act of 1933, as amended (the “Securities Act”), on the basis that the securities were sold outside of US, to a non-US person, with no directed selling efforts in the US, and where offering restrictions were implemented.
 
Item 12A.  DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
 
Our director and officer is indemnified as provided by the Nevada Statutes and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described 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 of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
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 a court of appropriate jurisdiction. We will then be governed by the court’s decision.
 
 
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PART II—INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 13. Other Expenses of Issuance and Distribution.
 
Independently of whether or not all shares are sold, the estimated expenses of the offering, all of which are to be paid by the company, are as follows:

Legal and Accounting
  $ $8,000  
SEC Filing Fee
  $ $23  
Printing
  $ $400  
Transfer Agent
  $ $3,000  
TOTAL
  $ $11,423  

Item 14.   Indemnification of Directors and Officers.

Our articles of incorporation and Bylaws provide that we will indemnify an officer, director, or former officer or director, to the full extent permitted by law. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act of 1933 is against public policy as expressed in the Securities Act of 1933, 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 a court of appropriate jurisdiction. We will then be governed by the court's decision.
 
Item 15.   Recent Sales of Unregistered Securities.
 
ADVANCED CLOUD STORAGE, INC. is authorized to issue up to 75,000,000 shares of common stock with a par value of $0.001. The company is not listed for trading on any securities exchange in the United States and there has been no active market in the United States or elsewhere for the common shares.

Since inception, the Company has sold the following securities, which were not registered under the Securities Act of 1933, as amended:

February 2, 2011

We have issued 10,000,000 shares of common stock to Frik Meyer, our sole officer and director, for total consideration of $10000, or $0.001 per share.  The offer and sale was made pursuant to the exemption from registration afforded by Rule 903(b)(3) of the Regulation S, promulgated under the Securities Act of 1933, as amended (the “Securities Act”), on the basis that the securities were sold outside of US, to a non-US person, with no directed selling efforts in the US, and where offering restrictions were implemented.

We have spent a portion of the above proceeds to pay for costs associated with this prospectus and expect the balance of the proceeds to be mainly applied to further costs of this prospectus and administrative costs.

We shall report the use of proceeds on our first periodic report filed pursuant to sections 13(a) and 15(d) of the Exchange Act after the effective date of this Registration Statement and thereafter on each of our subsequent periodic reports through the later of disclosure of the application of all the offering proceeds, or disclosure of the termination of this offering.
 
 
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Item 16.   Exhibits and Financial Statement Schedules.
 
Exhibit No.
 
Document Description
3(i)
 
Articles of Incorporation
3(ii)
 
By-laws
5
 
Opinion re: legality
10.4
 
Subscription Agreement
23.1
 
Consent of Certified Public Accountants
23.2
 
Consent of Counsel
 
Description of Exhibits

Exhibit 3(i)

Articles of Incorporation of ADVANCED CLOUD STORAGE, INC..

Exhibit 3(ii)

Bylaws of ADVANCE CLOUD STORAGE, INC.
 
Exhibit 5

Opinion of Law Offices of Thomas E. Puzzo, PLLC dated April 15, 2011 regarding the legality of the securities being registered.

Exhibit 10.4

Subscription Agreement

Exhibit 23(i)
Consent of Seale and Beers, Certified Public Accountants & Consultants, dated April 15, 2011 regarding the use in this Registration Statement of their report of the auditors and financial statements of ADVANCED CLOUD STORAGE, INC. for the period ended March 31, 2011

Exhibit 23(ii)
Consent of counsel, Law Offices of Thomas E. Puzzo, PLLC (counsel’s consent is located in the legal opinion filed as Exhibit 5 to this registration statement)

 
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Item 17.   Undertakings.
 
The undersigned Registrant hereby undertakes:

1.  
To file, during any period in which it offers or sells securities, a post- effective amendment to this Registration Statement to:
(a)  
include any Prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(b)  
reflect in the Prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in this Registration Statement; and 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 low 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 a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and
(c)  
include any additional or changed material information on the plan of distribution.
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.
4.  
That, for determining our liability under the Securities Act to any purchaser in the initial distribution of the securities, we undertake that in a primary offering of our securities 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, we 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 vhat we file"relating to the offering required to be filed pursuant  to  Rule 424 (Section 230.424 of this chapter);
(a)  
(ii)      any free writing Prospectus relating to the offering prepared by or on our behalf or used or referred to by us;
(b)  
(iii)     the portion of any other free writing Prospectus relating to the offering containing material information about us or our securities provided by or on behalf of us; and
(c)  
(iv)     any other communication that is an offer in the offering made by us to the purchaser.
 
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 430B 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 reference 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.

Insofar as indemnification for liabilities arising under the Securities  Act may be  permitted   to our  directors,  officers  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,  other than the  payment by us of expenses  incurred  or paid by one of our  Directors, officers,  or controlling  persons in the successful defense of any action, suit or  proceeding,  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 its counsel the matter has been settled by controlling precedent, submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

 
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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 Pretoria, South Africa, on this April 15th 2011
 
  ADVANCED CLOUD STORAGE, INC.  
       
 
By:
/s/ Frik Meyer  
    Frik Meyer  
   
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
 
       
 
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 indicated:
 
       
 
By:
/s/ Frik Meyer  
    Frik Meyer  
   
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
 
       

Date April 15th 2011
 

 
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