Attached files
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EX-32.3 - EXHIBIT 32.3 SECTION 906 CERTIFICATION - APT Systems Inc | f10q103113_ex32z3.htm |
EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - APT Systems Inc | f10q103113_ex31z1.htm |
EX-31.3 - EXHIBIT 31.3 SECTION 302 CERTIFICATION - APT Systems Inc | f10q103113_ex31z3.htm |
EX-32.2 - EXHIBIT 32.2 SECTION 906 CERTIFICATION - APT Systems Inc | f10q103113_ex32z2.htm |
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - APT Systems Inc | f10q103113_ex32z1.htm |
EXCEL - IDEA: XBRL DOCUMENT - APT Systems Inc | Financial_Report.xls |
EX-31.2 - EXHIBIT 31.2 SECTION 302 CERTIFICATION - APT Systems Inc | f10q103113_ex31z2.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 |
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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
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PART I FINANCIAL INFORMATION | 3 | |
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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 |
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| Balance Sheets | 4 |
| Statements of Operations | 5 |
| Statements of Shareholders Equity (Deficit) | 6 |
| Statements of Cash Flows | 7 |
| Notes to Unaudited Financial Statements | 8 |
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Item 2. | Managements Discussion and Analysis and Plan of Operation | 13 |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 18 |
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Item 4. | Controls and Procedures | 18 |
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PART II OTHER INFORMATION | 19 | |
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Item 1. | Legal Proceedings | 19 |
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Item 1A. | Risk Factors | 19 |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 19 |
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Item 3. | Defaults Upon Senior Securities | 20 |
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Item 4. | Mine Safety Disclosures | 20 |
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Item 5. | Other Information | 20 |
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Item 6. | Exhibits | 20 |
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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 | ||||
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| (Unaudited) |
| (Audited) |
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| October 31, 2013 |
| January 31,2013 |
ASSETS |
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Current Assets |
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Cash and cash equivalents | $ | 719 | $ | 2,428 |
Total current assets |
| 719 |
| 2,428 |
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Other Assets |
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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 |
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Total other assets |
| 8,996 |
| 11,678 |
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Total Assets | $ | 9,715 | $ | 14,106 |
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LIABILITIES & STOCKHOLDERS' DEFICIT |
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Current Liabilities |
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Accounts payable | $ | 37,689 | $ | 23,961 |
Loan from director |
| 2,243 |
| 20 |
Total Liabilities |
| 39,932 |
| 23,981 |
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Stockholders' Deficit |
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Preferred stock $0.001 par value, 10,000,000 shares authorized; None issued as of October 31, 2013 and January 31,2013 respectively |
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| - |
| - | |
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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. |
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| 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) |
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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 | ||||||||||
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| (Unaudited) | ||||
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| (Unaudited) Three Months Ending |
| (Unaudited) Nine Months Ending |
| Inception (October 29, 2010) Through | ||||
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| October 31, 2013 |
| October 31, 2012 |
| October 31, 2013 |
| October 31, 2012 |
| October 31, 2013 |
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Revenue | $ | 17 | $ | - | $ | 39 | $ | - | $ | 50 |
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Operating Costs |
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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 |
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Income(Loss) from Operations |
| (19,285) |
| (7,210) |
| (44,437) |
| (68,880) |
| (122,638) |
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Other Income (Expense) |
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Interest income (expense), net |
| (267) |
| (576) |
| (1,105) |
| (569) |
| (2,079) |
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Net Income(Loss) | $ | (19,552) | $ | (7,786) | $ | (45,542) | $ | (69,449) | $ | (124,717) |
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Basic earnings (loss) per share: Basic and Diluted | $ | (0.00)* | $ | (0.00)* | $ | (0.01) | $ | (0.01) |
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Weighted average number of common shares outstanding: Basic and Diluted |
| 8,796,630 |
| 8,644,000 |
| 8,771,007 |
| 8,644,000 |
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* 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 | |||||||||
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| Deficit |
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| Accumulated |
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| Additional |
| During |
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Common |
| Stock |
| Paid-in |
| Development |
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Shares |
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| Total | |
Balance, October 29, 2010 (Inception) - audited | - | $ | - | $ | - | $ | - | $ | - |
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Net loss | - |
| - |
| - |
| (280) |
| (280) |
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Balance January 31, 2011 - audited | - |
| - |
| - |
| (280) |
| (280) |
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Common stock issued for cash | 8,644,000 |
| 8,644 |
| 63,156 |
| - |
| 71,800 |
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Net loss | - |
| - |
| - |
| (15,187) |
| (15,187) |
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Balance January 31, 2012 - audited | 8,644,000 |
| 8,644 |
| 63,156 |
| (15,467) |
| 56,333 |
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Common stock issued for cash | 50,000 |
| 50 |
| 9,950 |
| - |
| 10,000 |
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Offering costs | - |
| - |
| (12,500) |
| - |
| (12,500) |
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Net loss | - |
| - |
| - |
| (63,708) |
| (63,708) |
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Balance January 31, 2013 - audited | 8,694,000 |
| 8,694 |
| 60,606 |
| (79,175) |
| (9,875) |
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Common stock issued for cash | 101,000 |
| 101 |
| 20,099 |
| - |
| 20,200 |
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Common stock issued for services at $0.20 per share | 25,000 |
| 25 |
| 4,975 |
| - |
| 5,000 |
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Net loss | - |
| - |
| - |
| (45,542) |
| (45,542) |
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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 | ||||||
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| (Unaudited) |
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| 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 |
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Net loss | $ | (45,542) | $ | (69,449) | $ | (124,717) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
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Amortization expense |
| 2,682 |
| - |
| 4,689 |
Stocks issued for services |
| 5,000 |
| - |
| 5,000 |
Changes in operating assets and liabilities: |
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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) |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Software purchased |
| - |
| - |
| (11,605) |
Web site development costs |
| - |
| - |
| (2,080) |
Net cash (used in) investing activities |
| - |
| - |
| (13,685) |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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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 |
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Net change in cash and cash equivalents |
| (1,709) |
| (32,034) |
| 719 |
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Cash and cash equivalents at beginning of period |
| 2,428 |
| 39,068 |
| - |
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Cash and cash equivalents at end of period | $ | 719 | $ | 7,034 | $ | 719 |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
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Cash paid for: |
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Interest | $ | - | $ | - | $ | - |
Income Taxes | $ | - | $ | - | $ | - |
Common stock issued for services | $ | 5,000 | $ | - | $ | 5,000 |
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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 assets 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 entitys 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 Companys 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 Companys 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
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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 users 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, APTs 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, APTs 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 Companys 2012 Equity Incentive Plan (the Plan) since its formation on January 31, 2012. While at times the Companys 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 PostEffective Amendment to its registration statement to reflect the fact that, to the best of the Companys 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 Googles 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 Companys 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 Apples 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 Companys 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 SECs rules and forms due to material weaknesses in our internal controls described below.
Managements 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.
Managements 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 companys 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 registrants last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting.
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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.
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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 |
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3.1* | Articles of Incorporation |
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3.2* | Bylaws |
|
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31.1 | Certification of Chief Executive Officer pursuant to Section 302 |
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31.2 | Certification of Chief Financial Officer pursuant to Section 302 |
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31.3 | Certification of Principal Accounting Officer pursuant to Section 302 |
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32.1 | Certification of Chief Executive Officer pursuant to Section 906 |
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32.2 | Certification of Chief Financial Officer pursuant to Section 906 |
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32.3 | Certification of Principal Accounting Officer pursuant to Section 906 |
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Exhibit 101.INS | XBRL Instance Document (1) |
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Exhibit 101.SCH | XBRL Taxonomy Extension Schema Document (1) |
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Exhibit 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document (1) |
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Exhibit 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document (1) |
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Exhibit 101.LAB | XBRL Taxonomy Extension Label Linkbase Document (1) |
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Exhibit 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document (1) |
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(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 |
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/s/ Joseph Gagnon | Secretary, Chief Financial Officer and Director | January 17, 2014 |
Joseph Gagnon | Title | Date |
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/s/ Carl Hussey | Treasurer, Principal Accounting Officer and Director | January 17 2014 |
Carl Hussey | Title | Date |
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