Abstract: A wireless two-factor authentication, authorization and audit system includes: a mass storage device being connected with a computer; a cloud-based authentication, authorization and audit server being connected with the Internet; and an authenticator device configured to establish wireless communication with the mass storage device, and to communicate with the authentication, authorization and audit server via the Internet. The mass storage device includes a processor connected with the computer, an RF frontend connected with the processor, and a memory storage connected with the processor. The processor is configured to encrypt data before the data is stored in the memory storage, to decrypt the data upon successful authentication, and to grant a user access to the data based on a passphrase, geographical location information, or proximity presence of the authenticator device.