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EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - APT Systems Incf10q103113_ex31z1.htm


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



  X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarterly period ended   October 31, 2013


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



Commission File No. 333-181597



APT SYSTEMS, INC.

(Exact Name of Small Business Issuer as specified in its charter)



Delaware

99-0370904

(State or other jurisdiction)

(IRS Employer File Number)



3400 Manulife Place

10180-101 Street

 

Edmonton, AB Canada

T5J 3S4

(Address of principal executive offices)

(zip code)



(780)-270-6048

(Registrant's telephone number, including area code)



Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes  X . No      .


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(Section 232.405 of this chapter) during the preceding 12 months(or such shorter period that the registrant was required to submit and post such files. Yes      . No  X .


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


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

Smaller reporting company

  X .


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes      . No  X .


As of January 17, 2014, registrant had outstanding 8,820,000 shares of the registrant's common stock.  






FORM 10-Q

 

APT SYSTEMS, INC.

TABLE OF CONTENTS



 

 

PAGE

 

 

 

PART I  FINANCIAL INFORMATION

3

 

 

 

Item 1.

Unaudited Financial Statements for the three and nine month periods ended October 31, 2013 and 2012 and the period from Inception (October 29, 2010) to October 31, 2013

3

 

 

 

 

Balance Sheets

4

 

Statements of Operations

5

 

Statements of Shareholders’ Equity (Deficit)

6

 

Statements of Cash Flows

7

 

Notes to Unaudited  Financial Statements

8

 

 

 

Item 2.

Management’s Discussion and Analysis and Plan of Operation

13

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

18

 

 

 

Item 4.

Controls and Procedures

18

 

 

 

PART II  OTHER INFORMATION

19

 

 

 

Item 1.

Legal Proceedings 

19

 

 

 

Item 1A.

Risk Factors

19

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

19

 

 

 

Item 3.

Defaults Upon Senior Securities

20

 

 

 

Item 4.

Mine Safety Disclosures

20

 

 

 

Item 5.

Other Information

20

 

 

 

Item 6.

Exhibits

20

 

 

 

Signatures

 

21




2




PART I FINANCIAL INFORMATION


References in this document to "us," "we," or "Company" refer to APT SYSTEMS, INC.


ITEM 1. FINANCIAL STATEMENTS





APT SYSTEMS, INC.


UNAUDITED FINANCIAL STATEMENTS



For the Three and Nine Month Periods Ended October 31, 2013 and 2012

And

The Period from Inception (October 29, 2010) Through October 31, 2013




APT Systems, Inc.

Financial Statements

(Unaudited)




TABLE OF CONTENTS





 

PAGE

Balance Sheets

4

Statements of Operations

5

Statements of Stockholders’ Equity (Deficit)

6

Statements of Cash Flows

7

Notes to Financial Statements

8





3




APT SYSTEMS, INC.

(A Development-Stage Company)

Balance Sheets

 

 

 

 

 

 

 

(Unaudited)

 

(Audited)

 

 

October 31, 2013

 

January 31,2013

ASSETS

 

 

 

 

Current Assets

 

 

 

 

Cash and cash equivalents

$

719

$

2,428

Total current assets

 

719

 

2,428

 

 

 

 

 

Other Assets

 

 

 

 

 

 

 

 

 

Software (net of $3,909 & $2,007 accumulated amortization respectively)

 

7,696

 

9,598

Web site (net of $780 & $0 accumulated amortization respectively)

 

1,300

 

2,080

 

 

 

 

 

Total other assets

 

8,996

 

11,678

 

 

 

 

 

Total Assets

$

9,715

$

14,106

 

 

 

 

 

LIABILITIES & STOCKHOLDERS' DEFICIT

 

 

 

 

Current Liabilities

 

 

 

 

Accounts payable

$

37,689

$

23,961

Loan from director

 

2,243

 

20

Total Liabilities

 

39,932

 

23,981

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

 

 

 

 

 

Preferred stock $0.001 par value, 10,000,000 shares authorized;

None issued as of October 31, 2013 and January 31,2013 respectively

 

 

 

 

 

-

 

-

 

 

 

 

 

Common stock $0.001 par value, 90,000,000 shares authorized;

8,820,000 and 8,694,000 shares issued and outstanding as

of October 31, 2013 and January 31, 2013 respectively.

 

 

 

 

 

 

 

 

 

8,820

 

8,694

Additional paid-in capital

 

85,680

 

60,606

Deficit accumulated during the development stage

 

(124,717)

 

(79,175)

Total Stockholders' Deficit

 

(30,217)

 

(9,875)

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Deficit

$

9,715

$

14,106



 See Accompanying Notes to Financial Statements




4




APT SYTEMS, INC.

(A Development-Stage Company)

Statements of Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

(Unaudited)

Three Months Ending

 

(Unaudited)

Nine Months Ending

 

Inception

(October

29, 2010)

Through

 

 

October 31,

2013

 

October 31,

2012

 

October 31,

2013

 

October 31,

2012

 

October 31,

2013

 

 

 

 

 

 

 

 

 

 

 

Revenue

$

17

$

-

$

39

$

-

$

50

 

 

 

 

 

 

 

 

 

 

 

Operating Costs

 

 

 

 

 

 

 

 

 

 

Accounting

 

2,100

 

3,375

 

11,200

 

9,485

 

26,285

Amortization

 

894

 

-

 

2,682

 

-

 

4,689

Consulting services

 

-

 

-

 

-

 

15,000

 

21,849

General and administrative

 

9,308

 

3,785

 

20,416

 

21,655

 

36,927

Legal

 

7,000

 

50

 

7,250

 

5,000

 

26,837

Research & development

 

-

 

-

 

2,928

 

17,740

 

17,659

Total Operating Costs

 

19,302

 

7,210

 

44,476

 

68,880

 

122,688

 

 

 

 

 

 

 

 

 

 

 

Income(Loss) from Operations

 

(19,285)

 

(7,210)

 

(44,437)

 

(68,880)

 

(122,638)

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

 

 

    Interest income (expense), net

 

(267)

 

(576)

 

(1,105)

 

(569)

 

(2,079)

 

 

 

 

 

 

 

 

 

 

 

Net  Income(Loss)

$

(19,552)

$

(7,786)

$

(45,542)

$

(69,449)

$

(124,717)

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share: Basic and Diluted

$

(0.00)*

$

(0.00)*

$

(0.01)

$

(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding: Basic and Diluted

 

8,796,630

 

8,644,000

 

8,771,007

 

8,644,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 * denotes a loss of less than $(0.01) per share.


See Accompanying Notes to Financial Statements




5




APT SYSTEMS, INC.

(A Development-Stage Company)

Statements of  Stockholders' Equity (Deficit)

Period from Inception (October 29, 2010) through October 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

Additional

 

During

 

 

Common

 

Stock

 

Paid-in

 

Development

 

 

Shares 

 

Amount

 

Capital

 

Stage

 

Total 

Balance, October 29, 2010 (Inception) - audited

-

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

 

Net loss

-

 

-

 

-

 

(280)

 

(280)

 

 

 

 

 

 

 

 

 

 

Balance January 31, 2011 - audited

-

 

-

 

-

 

(280)

 

(280)

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash

8,644,000

 

8,644

 

63,156

 

-

 

71,800

 

 

 

 

 

 

 

 

 

 

Net loss

-

 

-

 

-

 

(15,187)

 

(15,187)

 

 

 

 

 

 

 

 

 

 

Balance  January 31, 2012 - audited

8,644,000

 

8,644

 

63,156

 

(15,467)

 

56,333

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash

50,000

 

50

 

9,950

 

-

 

10,000

 

 

 

 

 

 

 

 

 

 

Offering costs

-

 

-

 

(12,500)

 

-

 

(12,500)

 

 

 

 

 

 

 

 

 

 

Net loss

-

 

-

 

-

 

(63,708)

 

(63,708)

 

 

 

 

 

 

 

 

 

 

Balance January 31, 2013  - audited

8,694,000

 

8,694

 

60,606

 

(79,175)

 

(9,875)

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash

101,000

 

101

 

20,099

 

-

 

20,200

 

 

 

 

 

 

 

 

 

 

Common stock issued for services at $0.20 per share

25,000

 

25

 

4,975

 

-

 

5,000

 

 

 

 

 

 

 

 

 

 

Net loss

-

 

-

 

-

 

(45,542)

 

(45,542)

 

 

 

 

 

 

 

 

 

 

Balance October 31, 2013 (Unaudited)

8,820,000

$

8,820

$

85,680

$

(124,717)

$

(30,217)


See Accompanying Notes to Financial Statements




6




APT SYSTEMS, INC.

(A Development-Stage Company)

Statements of Cash Flows

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

Inception

 

(Unaudited)

 

(Unaudited)

 

(October 29,

 

Nine

Months

 

Nine

Months

 

2010)

Through

 

October 31, 2013

 

October 31, 2012 

 

October  31, 2013 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

    Net loss

$

(45,542)

$

(69,449)

$

(124,717)

    Adjustments to reconcile net loss to net cash

       provided by (used in) operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

        Amortization expense

 

2,682

 

-

 

4,689

         Stocks issued for services

 

5,000

 

-

 

5,000

    Changes in operating assets and liabilities:

 

 

 

 

 

 

       Decrease (increase) in prepaid expenses

 

-

 

17,740

 

-

       Increase (decrease) in accounts payable

 

13,728

 

19,675

 

37,689

     Net cash provided by (used in) operating activities

 

(24,132)

 

(32,034)

 

(77,339)

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

       Software purchased

 

-

 

-

 

(11,605)

       Web site development costs

 

-

 

-

 

(2,080)

       Net cash (used in) investing activities

 

-

 

-

 

(13,685)

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

     Loan from shareholder

 

2,223

 

-

 

2,243

     Issuance of common stock for cash

 

20,200

 

-

 

89,500

   Net cash provided by financing activities

 

22,423

 

-

 

91,743

 

 

 

 

 

 

 

   Net change in cash and cash equivalents

 

(1,709)

 

(32,034)

 

719

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

2,428

 

39,068

 

-

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

$

719

$

7,034

$

719

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid  for:

 

 

 

 

 

 

 

 

 

 

 

 

 

   Interest

$

-

$

-

$

-

   Income Taxes

$

-

$

-

$

-

   Common stock issued for services

$

5,000

$

-

$

5,000

 

 

 

 

 

 

 

During the fiscal year ended January 31, 2012, the Company pre-paid deferred offering costs in the amount of $12,500. Upon the effective of the S-1 Registration Statement during the fiscal year ended January 31, 2013, this amount was offset against the offering proceeds in a non-cash transfer between prepaid expenses and additional paid in capital.


See Accompanying Notes to Financial Statements




7



APT SYSTEMS, INC.

(A Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTH PERIODS ENDED OCTOBER 31, 2013 AND 2012 AND THE PERIOD FROM INCEPTION (OCTOBER 29, 2010) TO OCTOBER 31, 2013



1.  NATURE OF OPERATIONS


APT Systems, Inc. (“APT Systems”, “the Company”, "We" or "Us") was incorporated in the State of Delaware on October 29, 2010 (“Inception”) to engage in the creation of innovative stock trading platforms, financial apps and visualization solutions for the financial markets.  The Company is in the development stage with nominal revenues and a limited operating history.  


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Preparation of Financial Statements


The accompanying unaudited financial statements of APT Systems have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In our opinion the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading.  Operating results for the three months and nine months ended October 31, 2013 are not necessarily indicative of the final results that may be expected for the year ended January 31, 2014.  For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the year ended January 31, 2013 included in our Form 10-K filed with the SEC.


Development Stage Company


The Company is a development stage company in accordance with Financial Accounting Standards Codification (“ASC”) 915 "Development Stage Entities".  Among  the  disclosures  required  as  a development  stage company are that our financial statements  are identified as those of a development  stage  company,  and that the  statements of operations, stockholders' deficit and cash flows  disclose  activity  since the date of our Inception (October 29, 2010) as a development stage company.


Use of Estimates and Assumptions


The preparation of financial statements in conformity with generally accepted accounting principles requires that management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Due to  uncertainties  inherent  in the  estimation  process,  it is possible that these estimates could be materially revised within the next year.


Foreign Currency Translation


The financial statements are presented in United States dollars. In accordance with ASC 830, “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.


Cash and Cash Equivalents


The Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents.


Software


The Company has software that it uses for the development of certain mobile phone applications. The software and any upgrades are being amortized over useful lives ranging from 3 – 5 years.


Website


The Company accounts for website development costs in accordance with ACS 350-50 “Website Development Costs”. Costs incurred to register domain names, integrated databases and add additional functionality are being amortized over 1 – 3 years. Costs incurred in general maintenance of the website or hosting costs are expensed as incurred.



8



APT SYSTEMS, INC.

(A Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTH PERIODS ENDED OCTOBER 31, 2013 AND 2012 AND THE PERIOD FROM INCEPTION (OCTOBER 29, 2010) TO OCTOBER 31, 2013



2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONT


Research and Development Costs


Costs incurred in research and developments are expenses as incurred.


Impairment of Long-Lived and Intangible Assets


In the event that facts and circumstances indicated that the cost of long-lived and intangible assets may be impaired, an evaluation of recoverability would be performed.  If an evaluation was required, the estimated future undiscounted cash flows associated with the asset were compared to the asset’s carrying amount to determine if a write-down to market value or discounted cash flow value was required.


Financial Instruments


Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability.  Accounting Standards Codification (“ASC”) 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. ASC 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:


Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.


Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.


Level 3: Significant unobservable inputs which reflect a reporting entity’s own assumptions about the assumptions that market participants would use for pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.


The recorded amounts of financial instruments, including cash equivalents and accounts payable, approximate their market values as of October 31, 2013.


Income Taxes


The Company follows the accrual method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At October 31 and January 31, 2013, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.


Basic and Diluted Net Income (Loss) per Share


The Company computes net income (loss) per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. No potentially dilutive debt or equity instruments were issued and outstanding during any of the periods presented in these financial statements.




9



APT SYSTEMS, INC.

(A Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTH PERIODS ENDED OCTOBER 31, 2013 AND 2012 AND THE PERIOD FROM INCEPTION (OCTOBER 29, 2010) TO OCTOBER 31, 2013



2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONT


Comprehensive Income (Loss)


Comprehensive income is defined as all changes in stockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments.  Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities.  From our Inception there were no differences between our comprehensive loss and net loss.


The comprehensive loss was identical to the net loss for the three months and six months ended October 31, 2013.


Reclassifications


Certain reclassifications have been made to prior period financial statements to conform to the 2013 presentation.


Business Segments


The Company believes that its activities during the three months and nine months ended October 31, 2013 and October 31, 2012 comprised a single segment.


Recently Issued Accounting Pronouncements


The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of its operations.


3.  GOING CONCERN AND LIQUIDITY


At October 31, 2013 the Company had cash of $719, no profitable business activities or other source of income, liabilities of $39,932, accumulated losses of $124,717 and a stockholders’ deficit of $30,217.


In the audited financial statements for the fiscal years ended January 31, 2013 and 2012, the Reports of our Independent Registered Public Accounting Firms include an explanatory paragraph that describes substantial doubt about our ability to continue as a going concern.


The unaudited financial statements for the three months and nine months ended October 31, 2013 have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company anticipates future losses in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and, or the issuance of common shares. There is no assurance that this series of events will be satisfactorily completed.


Financial statements do not include adjustments that might be necessary if the Company is unable to continue as a going concern




10



APT SYSTEMS, INC.

(A Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTH PERIODS ENDED OCTOBER 31, 2013 AND 2012 AND THE PERIOD FROM INCEPTION (OCTOBER 29, 2010) TO OCTOBER 31, 2013



4.  RELATED PARTY TRANSACTIONS


The President of the Company no longer provides management and office premises to the Company for no compensation. Suitable office facilities are now rented monthly and reflected in our expenses.  


As of October 31, 2013, the Company owed shareholders $2,263.


The Company entered into a Consulting Agreement with Joseph J. Gagnon, the Secretary of the Board of Directors, on February 3, 2012. This agreement was amended jointly by the Board of Directors and Mr. Gagnon. As of June 15, 2012, it was agreed and accepted by all that Mr. Gagnon should discontinue his full-time services for a specified period of time. As of October 31, 2013 Mr. Gagnon is scheduled to resume his duties on or about December 31, 2013 unless otherwise agreed in writing.  Mr. Gagnon was paid $600 and $1,000 during the three months and nine months ending October 31, 2013 respectively, however, no balance was owed to Mr. Gagnon by the Company as of October 31, 2013.


5.  SHAREHOLDERS’ DEFICIT


PREFERRED SHARES


The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001.


No shares of preferred stock were issued and outstanding during the three or nine months ended October 31, 2013 or October 31, 2012.


COMMON SHARES


During the nine months ended October 31, 2013, the Company issued 126,000 shares of $0.001 par value common stock as follows:


In February 2013, the Company issued 1,000 shares of $0.001 par value common stock for $200 cash or $0.20 per share.


In April 2013, the Company issued 100,000 shares of $0.001 par value common stock for $20,000 cash or $0.20 per share.


In October 2013, the Company issued 25,000 shares of $0.001 par value common stock for services valued at $5,000 or $0.20 per share.


As at October 31, 2013 there were 8,820,000 shares of our common stock issued and outstanding.


STOCK OPTIONS


The Company adopted the 2012 Equity Incentive Plan (the “Plan”) on January 31, 2012, reserving 5,500,000 shares for future issuances, of which a maximum of 2,500,000 may be issued as incentive stock options.  The Plan provides for the issuance of non-statutory stock options or restricted stock to officers and employees, with an exercise price that is at least equal to the fair market value of the Company’s common stock on the date of grant. Vesting terms and the lives of the options are to be determined by the Board of Directors upon grant.


No stock options have been issued to date.




11



APT SYSTEMS, INC.

(A Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTH PERIODS ENDED OCTOBER 31, 2013 AND 2012 AND THE PERIOD FROM INCEPTION (OCTOBER 29, 2010) TO OCTOBER 31, 2013



6.  INCOME TAXES


The Company accounts for income taxes in accordance with ASC 740. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized.


The provision for refundable federal income tax consists of the following for the periods ending:


 

 

October 31,

2013

 

January 31,

2013

Federal income tax benefit attributed to:

 

 

 

 

Net operating loss

$

15,484

$

21,661

Valuation

 

(15,484)

 

(21,661)

Net benefit

$

-

$

-


The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows: 


 

 

October 31,

2013

 

January 31,

2013

Deferred tax attributed:

 

 

 

 

Net operating loss carryover

$

42,404

$

21,661

Less: change in valuation allowance

 

(42,404)

 

(21,661)

Net deferred tax asset

$

-

$

-


At October 31, 2013 the Company had an unused net operating loss carry-forward approximating $124,717 that is available to offset future taxable income; the loss carry-forward will start to expire in 2030.


7.  SUBSEQUENT EVENTS


In accordance with ASC 855, “Subsequent Events”, the Company has evaluated subsequent events through January 17, 2014, the date of available issuance of these unaudited financial statements. During this period, other than as disclosed above, the Company did not have any material recognizable subsequent events




12




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


The following discussion of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and notes thereto included in, Item 1 in this Quarterly Report on Form 10-Q. This item contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements.


Forward-Looking Statements


This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain forward-looking. Such forward-looking statements are based on current expectations, estimates, and projections about our industry, management beliefs, and certain assumptions made by our management. Words such as "anticipates", "expects", "intends", "plans", "believes", "seeks", "estimates", variations of such words, and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. However, readers should carefully review the risk factors set forth herein and in other reports and documents that we file from time to time with the Securities and Exchange Commission, particularly the Report on Form 10-K, Form 10-Q and any Current Reports on Form 8-K.


Overview and History


APT Systems, Inc. was incorporated in the State of Delaware on October 29, 2010.  It is a development stage company and has not yet generated significant revenues as its key products are still under development.  Its limited start-up operations have consisted of the formation of the Company, development of its business plan, identification of its target market and active research towards the development of its software products.  Upon obtaining our trading symbol, we plan on raising additional funds within the next six months by issuing shares but do not rule out the possibility of shareholder loans.  We have not been subject to any bankruptcy, receivership or similar proceeding.


 “APT” is an acronym for ‘Applied Proprietary Trading’. APT Systems, Inc. is a company that will be specializing in the creation of innovative equities trading platforms, market indicators, stock research tools, financial apps and visualization solutions for the financial markets. APT, a technology solution provider, is focusing on the hand held market where we will develop and publish custom technical analysis indicators and trading systems both in-house and for third parties. In addition, the Company intends to develop a user friendly charting tool that displays price action and historic pricing for publicly traded companies.  This charting tool and the charts that it produces can be configured to the user’s preferred view such as a line chart or candlestick chart, and the user shall be able to adjust the chart intervals as the user desires.  Utilizing real time and delayed data networks along with graphic techniques pioneered in the gaming industry, APT’s charting solutions can speak to the mobile needs to be demanded by the next generation of equities traders.


In order to advance itself during its development stage, APT Systems can roll out traditional trading tools and publish charts for the hand held market to test plans and generate cash flow. However, these tools would be refreshed with leading edge graphics and networking technology to become desirable real-time and interactive trading assistance software.  In addition, the company was recently in contact with potential educators for its products and for general education of its clients in trading techniques.


APT services can extend to include:


-

Mobile Trading App Development

-

Robust Mobile Security Solutions

-

Financial Software and App Development

-

Analytical Software Development

-

Algorithmic Applied Technology

-

Trading Platform Refinement and Linking to Brokerage accounts


The steps remaining for the company to begin selling its above listed products are to finalize the programming of the software used in its products, specifically its dimensional charting tools, begin sales and marketing campaigns, contact prospective licensees, which the company expects to complete within 90 days, and deliver its products, which the company expects to complete in less than 180 days after its initial contact with prospective licensees. The new app with user friendly charts will be available to users on a subscription fee plan and will be available under license from other financial companies and brokerage firms who we will attempt to sell our product to.  The goal is to have our product used by both handheld (tablet and Smartphone) users and web based clients.


During the last six months, we have largely been focused on correcting and refilling our forms S-1, 10-K and 10-Q which we had previously been filed with the SEC.



13




On May 16, 2013, the Board of Directors of APT filed a Form 8-K stating that it had concluded that the financial statements issued for the fiscal year ended January 31, 2012 should no longer be relied upon because of an error in such financial statements.


The Board of Directors arrived at this conclusion because in each of the drafts of the form S1 filed between May 23, 2012 and November 16, 2012, it was disclosed that effective January 31, 2012, APT’s three directors had been granted a total of 2.25 million fully vested stock options with an exercise price of $0.10 and a term of 5 years. However, the compensation expense for these stock options had not been reflected in the financial statements for the year ended December 31, 2012. Accordingly the Board of Directors concluded that the January 31, 2012 financial statements had been misstated.


On June 15th, the operations were moved to its new office is at 3400 Manulife Place, 10180-101 Street, Edmonton, AB Canada T5J 3S4.  The Company considers its principal office space arrangement adequate and will reassess annually its needs based upon the future growth of the Company.  


On October 1, 2013, The Board of Directors filed a Form 8-K announcing that it had performed a detailed review of the operation of the Company’s 2012 Equity Incentive Plan (the “Plan”) since its formation on January 31, 2012. While at times the Company’s management had indicated verbally and in emails that certain stock options had been granted, the Company has been unable to locate any signed stock option agreements. The Company contacted its former corporate advisors who had prepared the initial draft of the S1 disclosing the granting of the stock options and requested that they review their files for any documentation relating to disclosure made in the draft S1 relating to the Plan. At the date of this filing, the former corporate advisors have not provided the Company with any such documents or other information as to the circumstances leading to the disclosure of the grant of any stock options.

 

Based on its detailed review, the Board of Directors concluded that no stock options have been granted since the formation of the Plan and all three directors have now confirmed in writing that they do not own, and have never owned, any APT stock options. Accordingly the information in the various S1 filings relating to the grant of APT stock options was incorrect and the Company would be filing an amended S1 to reflect the fact that, to the best of its knowledge and belief, no stock options have been granted by the Company. As no stock options have been granted, the Board of Directors now believed that the financial statements for the twelve months ended January 31, 2012 had been correctly stated and can be relied upon.

 

On July 2, 2013 the Company filed a Post–Effective Amendment to its registration statement to reflect the fact that, to the best of the Company’s knowledge and belief, no stock options have been granted by the Company to date and to correct the previously incorrect disclosure of the issuance of such options.

 

On July 17, 2013 the Company filed its Form 10-K for the year ended January 31, 2013.


On July 31, 2013 the Company filed its Form 10-Q for the three months ended April 30, 2013 without an XBRL file.


On August 2, 2013 the Company filed its Form 10-Q/A for the three months ended April 30, 2013 with an XBRL file.


On August 21, 2013 the Company filed a Form 10-K/A in respect of the year ended January 31, 2013, a further Form 10-Q/A for the three months ended April 30, 2013 and Post Effective Amendment No. 2 to Form S-1.


On September 5, 2013 the Company filed a Post Effective Amendment No. 3 to Form S-1.


On September 16, 2013 the Company filed its Form 10-Q for the three and six months ended July 31, 2013 without an XBRL file.


On September 20, 2013 the Company filed its Form 10-Q/A for the three months and six months ended July 31, 2013 with an XBRL file.


On October 10, 2013 the Company filed a Post Effective Amendment No. 4 to Form S-1.


On October 23, 2013 the Company filed a Post Effective Amendment No. 5 to Form S-1 which was declared effective on October 25, 2013.


Throughout this period, the Company has operated without an effective registration statement and therefore has been unable to raise the necessary equity investment to implement its business plan effectively. Consequently, with its currently limited financial resources, the Company has only been able to make very limited progress in developing its business activities in the last nine months.  




14




Needs Assessment


Management believes the principal growth area in the personal computer market today is that of Smartphones and portable tablet devices; aside from being a large and quickly growing market, these mobile devices usually allow full time internet connectivity. This makes them an ideal stage for a mobile equity-trading platform. Instead of merely porting existing software to allow on-the-go research and trading, APT Systems envisions for its future products an information-dense and interactive display of the financial markets.  At this time, the Company believes that the future interactive display will include three dimensional imaging that the Company intends to use to provide financial information in new ways that can better assist novice users learning about publicly traded companies and those users who are trading equities in the public markets.


Distribution methods of the products or services


To facilitate marketing plans, our products and platforms will be available initially in the “App Store” managed by Apple Inc. Later, these same products will be available to audiences that prefer using other Smartphones such as Google’s Android or the BlackBerry.  Especially in the case of Apple, these companies will provide marketing infrastructure to help developers reach their users and justify costs related to selling products from their app stores.  These options will be fully explored and implemented as it makes sense to do so.


To further facilitate viral marketing plans, the Company products will be available for a very small downloading charge or in some cases free.  The Company is investigating a tiered subscription revenue model and revenue for providing licenses to others.


The Company will identify and address the target market for its services with apps, and demonstrate how it can help users optimize mobile devices for trading of equities in the North American markets.


Results of Operations


For the Three Months Ended October 31, 2013 Compared to the Three Months Ended October 31, 2012


Revenue


The Company generated $17 in revenue in the three months ended October 31, 2013 compared to $0 of revenue in the three months ended October 31, 2012. As a development stage company, we have generated only nominal revenue to date.


Operating Expenses


Operating expenses, which consisted solely of legal and accounting fees and general and administrative expenses were $19,302 for the three month ended October 31, 2013 compared to $7,210 for the three month period ended October 31, 2012, an increase of $12,092. The increase was largely due to increased legal, accounting and filing fees incurred in correcting and refilling our registration statement with the SEC.


Operating Loss


We incurred an operating loss of $19,285 in the three months ended October 31, 2013 compared to a operating loss of $7,210 for the three months ended October 31, 2012 due to the factors described above.


Interest Expense


We incurred an interest expense of $267 in the three month ended October 31, 2013 compared to interest expense $576 for the three month period ended October 31, 2012, a decrease of $309. During the three months ended October 31, 2012 we funded some of our expenditures on credit card and consequently we incurred charges that we had not incurred during the three months ended October 31, 2013 during which we raised new funding through the sales of shares of our common stock..


Net Loss


In the three months ended October 31, 2013 we incurred a net loss of $19,552 compared to a net loss of $7,786 for the three month ended October 31, 2012 due to the factors discussed above.




15




For the Nine Months Ended October 31, 2013 Compared to the Nine Months Ended October 31, 2012


Revenue


The Company generated $39 in revenue in the nine months ended October 31, 2013 compared to $0 of revenue in the nine months ended October 31, 2012. As a development stage company, we have   generated only nominal revenue to date.


Operating Expenses


Operating expenses, which consisted solely of professional and consulting fees, general and administrative expenses, web development and research and development costs were $44,476 for the nine month ended October 31, 2013 compared to $68,880 for the nine month period ended October 31, 2012, a decrease of $24,404. The decrease was largely due to reduced expenditure on research and development and consulting in the nine months ended October 31, 2013 as we did not have the funding available to pursue our business plan more aggressively.


Operating Loss


We incurred an operating loss of $44,437 during the nine months ended October 31, 2013 compared to $60,449 in the nine months ended October 31, 2012, a decrease of $24,443 due to the factors discussed above.


Interest Expense


We incurred an interest expense of $1,105 in the nine month ended October 31, 2013 compared to interest expense of $569 for the nine month period ended October 31, 2012, an increase of $536. During the nine months ended October 31, 2013 we funded some of our expenditures on credit card and consequently we incurred charges that we had not incurred during the nine months ended October 31, 2012.


Net Loss


In the nine months ended October 31, 2013 we incurred a net loss of $45,542 compared to a net loss of $69,449 for the nine month ended October 31, 2012, an increase of $23,907, due to the factors discussed above.


Liquidity and Capital Resources


At October 31, 2013, the Company had cash of $719, no profitable business activities or other source of income, liabilities of $39,932, accumulated losses of $124,717 and a shareholders’ deficit of $30,217.


In the audited financial statements for the fiscal years ended January 31, 2013 and 2012, the Reports of the Independent Registered Public Accounting Firms include an explanatory paragraph that describes substantial doubt about our ability to continue as a going concern.


Currently, the Company expects to require a minimum of $100,000 over the next 12 months, which will be funded either through operations, loans or through the sale of its common stock.


The Company anticipates future losses in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and, or the issuance of common shares. There is no assurance that this series of events will be satisfactorily completed.


Cash flow information for the nine months ended October 31, 2013 is compared to the nine months ended October 31, 2012


Net cash used for operating activities was $24,132 for the nine month period ended October 31, 2013. This compares to net cash used for operating activities of $32,034 for the nine month period ended October 31, 2012.


During the nine months ended October 31, 2013 we incurred a loss of $45,542 which was partially reduced by $7,682 of non cash expenses and a $13,728 increase in operating liabilities to arrive at cash used in operations of $24,132. By comparison, during the nine months ended October 31, 2012 we incurred a loss of $69,449 which was partially reduced by a $37,415 arising from the movement in our net operating assets and liabilities to arrive at cash used in operations of $32,034.


Cash flows generated by (used in) investing activities were at $0 for the nine month periods ended October 31, 2013 and 2012.



16



Cash flows provided by financing activities were $22,423 for the nine month period ended October 31, 2013 which compares to cash flows provided by financing activities of $0 for the nine month period ended October 31, 2012. During the nine months ended October 31, 2013 we received $20,200 through the sale of 101,000 shares of our common stock and $2,223 from a loan from one of our shareholders. No shares of our common stock were sold and no proceeds were received under the shareholder loan during the nine months ended October 31, 2012.


Off-Balance Sheet Arrangements


We have no off-balance sheet arrangements with any party.


Plan of Operation


Our plan is to operate at a break even or a profit. Our business plan is to attract sufficient additional product sales and provide services within our present organizational structure and resources to become profitable in our operations.


Begin Marketing and Sales efforts:


The Company marketing efforts will primarily be related to assuring its product is easily found in app stores and create a smooth downloading experience.  The Company has budgeted $1,500 for the initial three months of marketing efforts to be supplemented by the lists it is developing. It is believed that there will be sufficient funds remaining for additional methods of marketing if a suitable opportunity presents itself.  The Company intends to engage in marketing and sales efforts during the next twelve months, however, the amount of funds that the Company can dedicate to such efforts will be determined based on the overall amount of funds available during the next twelve months.  


Once the app is live and the Company has begun initial Search Engine Optimization (“SEO”) work and internet marketing, it is believed sales will be supported through the app stores and the Company website. The website will be set up to record all visitors automatically and billing will be handled by Apple’s extensive billing backend. This system will allow the Company minimize staff, maintain efficient delivery of products, and keep records for both accounting and marketing.


Successful implementation of the Company’s business strategy depends on factors specific to the internet, regulations regarding equities trading, app development licenses and the hand held device industry and numerous other factors that may be beyond its control.  Adverse changes in the following factors could undermine its business strategy and have a material adverse effect on its business, its financial condition, and results of operations and cash flow:


·

the competitive environment in the app sector that may force the Company to reduce prices below the optimal desired pricing level or increase promotional spending;

·

the ability to anticipate changes in consumer preferences and to meet customers’ needs for trading products in a timely cost effective manner; and

·

the ability to establish, maintain and eventually grow market share in a competitive environment.


For delivery of Company information globally, geopolitical changes, changes in trading regulations, currency fluctuations, natural disasters, pandemics and other factors beyond its control may increase the cost of items it purchases, create communication issues or render product delivery difficult which could have a material adverse effect on its sales and profitability.


Concurrent Developments (0-12 months)


Future Trends use E-Books as a method for Training and Revenue:

Future product considerations revolve around enhanced or animated e-books.  Consumers have confirmed they enjoy e-books for their convenience and accessibility but they are similar in format to the traditional book.  As  animation is added to traditional images such as charts, this same technology can be applied to e-books to animate the content to better engage the reader.  It is hoped the learning experience will be enriched and the lessons learned more thoroughly.  It is believed customers will soon demand interactive books that provide a much better, more informed educational experience and replace standard training techniques.


Recently Issued Accounting Pronouncements


We have  reviewed  all  recently issued, but not yet effective,  accounting pronouncements and do not believe the future adoption of any such  pronouncements  may be expected to cause a material impact on our financial condition or the results of our operations.


Seasonality


We do not expect our revenues to be impacted by seasonal demands for our services.



17




ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


As a "smaller  reporting  company" as defined by Item 10 of Regulation  S-K, the Company is not required to provide information required by this Item.


ITEM 4. CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures

 

An evaluation was performed under the supervision of our management, including our Chief Executive Officer and Chief Financial Officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of October 31, 2013, our disclosure controls and procedures were not effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms due to material weaknesses in our internal controls described below.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). Our internal control system is intended to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements and that we have controls and procedures designed to ensure that the information required to be disclosed by us in our reports that we will be required to file under the Exchange Act is accumulated and communicated to our management as appropriate to allow timely and informed decisions regarding financial disclosure.


Our management assessed the effectiveness of our internal control over financial reporting as of October 31, 2013. Based on this assessment, management believes that as of October 31, 2013, our internal control over financial reporting was not effective based on those criteria.


Management’s assessment identified several material weaknesses in our internal control over financial reporting. These material weaknesses include the following:


Lack of appropriate segregation of duties;


Limited capability to interpret and apply accounting principles generally accepted in the United States;


Lack of formal accounting policies and procedures that include multiple levels of review.


Failure to properly record transactions related to derivative liabilities and equity based payments to employees and non-employees

 

Limitations on Effectiveness of Controls and Procedures

 

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Our control systems are designed to provide such reasonable assurance of achieving their objectives. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.


This report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Identified in connection with the evaluation required by paragraph (d) of Rule 240.13a-15 or Rule 240.15d-15 of this chapter that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.



18




PART II  OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS


There are no legal proceedings, to which we are a party, which could have a material adverse effect on our business, financial condition or operating results.


ITEM 1A. RISK FACTORS


There have been no changes to our Risk Factors included in our Post Effective Amendment No. 5 to Registration Statement on Form S-1 that was filed with the Securities and Exchange Commission on October 23, 2013.  


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


Set forth below is information regarding the issuance and sales of securities without registration since inception.  No such sales involved the use of an underwriter; no advertising or public solicitation was involved; the securities bear a restrictive legend; and no commissions were paid in connection with the sale of any securities.


On November 1, 2011, the Company issued a total of 5,000,000 shares of common stock to Glenda Dowie, our President and Chief Executive Officer for cash at $0.001 per share for a total of $5,000.


On November 1, 2011, the Company issued a total of 500,000 shares of common stock to Mark Anderson, an unaffiliated shareholder for cash at $0.001 per share for a total of $500.


On November 14, 2011, the Company issued a total of 200,000 shares of common stock to Carl Hussey, our Treasurer and Chief Financial Officer for cash at $0.005 per share for a total of $1,000.


On November 14, 2011, the Company issued a total of 200,000 shares of common stock to Joseph Gagnon, our Secretary and Chief Technology Officer for cash at $0.005 per share for a total of $1,000.


On December 7, 2011, the Company issued a total of 1,604,000 shares of common stock to 19 unaffiliated shareholders for cash at $0.005 per share for a total of $8,020.


On January 14, 2012, the Company issued a total of 962,000 shares of common stock to 15 unaffiliated shareholders for cash at $0.04 per share for a total of $38,480.


On January 31, 2012, the Company issued a total of 178,000 shares of common stock to 9 unaffiliated shareholders for cash at $0.10 per share for a total of $17,300.


In December of 2012, the Company authorized the issuance of 35,000 common shares of the Company at $0.20 per share to various investors for net cash proceeds of $7,000.


In January of 2013, the Company authorized the issuance of 15,000 common shares of the Company at $0.20 per share to various investors for net cash proceeds of $3,000.


In February 2013, the Company issued 1,000 shares of $0.001 par value common stock for $200 cash or $0.20 per share.


In April 2013, the Company issued 100,000 shares of $0.001 par value common stock for $20,000 cash or $0.20 per share.


In October 2013 -we issued 25,000 shares for services valued at $5,000 or $.020 per share.


These securities were issued in reliance upon an exemption provided by Regulation S promulgated under  the Securities Act of 1933. The certificates for these securities were issued to a US resident and bear a restrictive legend.


At October 31, 2013 there are total of 8,820,000 common shares of the Company issued and outstanding.




19




ITEM 3.  DEFAULTS UPON SENIOR SECURITIES


None


ITEM 4.  MINE SAFETY DISCLOSURES


Not applicable.


ITEM 5.  OTHER INFORMATION


None.


ITEM 6. EXHIBITS


EXHIBITS. The following exhibits required by Item 601 to be filed herewith are incorporated by reference to previously filed documents:


Exhibit Number

Description

 

 

3.1*

Articles of Incorporation

 

  

3.2*

Bylaws

 

  

31.1

Certification of Chief Executive Officer pursuant to Section 302

 

  

31.2

Certification of Chief Financial Officer pursuant to Section 302

 

 

31.3

Certification of Principal Accounting Officer pursuant to Section 302

 

 

32.1

Certification of Chief Executive Officer pursuant to Section 906

 

 

32.2

Certification of Chief Financial Officer pursuant to Section 906

 

 

32.3

Certification of Principal Accounting Officer pursuant to Section 906

 

 

Exhibit 101.INS

XBRL Instance Document (1)

 

 

Exhibit 101.SCH

XBRL Taxonomy Extension Schema Document (1)

 

 

Exhibit 101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document (1)

 

 

Exhibit 101.DEF

XBRL Taxonomy Extension Definition Linkbase Document (1)

 

 

Exhibit 101.LAB

XBRL Taxonomy Extension Label Linkbase Document (1)

 

 

Exhibit 101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document (1)

 

 

(1)

Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.


* Previously filed with Form S-1 Registration Statement, May 23, 2012




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SIGNATURES


In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on January 17, 2014.


APT Systems, Inc.


By: /s/ Glenda Dowie

Glenda Dowie, President and Chief Executive Officer



By: /s/ Joseph Gagnon

Joseph Gagnon, Secretary and Chief Financial Officer



By: /s/ Carl Hussey

Carl Hussey, Treasurer and Principal Accounting Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated.


/s/ Glenda Dowie

President, Chief Executive Officer and Director

January 17, 2014

Glenda Dowie

Title

Date

 

 

 

/s/ Joseph Gagnon

Secretary, Chief Financial Officer and Director

January 17, 2014

Joseph Gagnon

Title

Date

 

 

 

/s/ Carl Hussey

Treasurer, Principal Accounting Officer and Director

January 17 2014

Carl Hussey

Title

Date




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