SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



______________________________________________________________________________________________

FORM 10-Q





xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the Quarterly period ended   July
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.    YesxNo ̈



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 ̈Nox



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 companyx



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ̈Nox



As of September 13, 2013, registrant had outstanding 8,795,000 shares
of the registrant's common stock.











FORM 10-Q



APT SYSTEMS, INC.

TABLE OF CONTENTS



|                              | PAGE                                                              
|----------------------------- | ------------------------------------------------------------------
|PART I  FINANCIAL INFORMATION |                                                                   
|Item 1.                       | Unaudited Financial Statements for the periods ended July 31, 2013
|                              | Balance Sheets                                                    
|                              | Statements of Operations                                          
|                              | Statements of Shareholders’ Equity (Deficit)                      
|                              | Statements of Cash Flows                                          
|                              | Notes to Unaudited  Financial Statements                          
|Item 2.                       | Management’s Discussion and Analysis and Plan of Operation        
|Item 3.                       | Quantitative and Qualitative Disclosures About Market Risk        
|Item 4.                       | Controls and Procedures                                           
|Item 4T.                      | Controls and Procedures                                           
|                              |                                                                   
|PART II  OTHER INFORMATION    |                                                                   
|Item 1.                       | Legal Proceedings                                                 
|Item 1A.                      | Risk Factors                                                      
|Item 2.                       | Unregistered Sales of Equity Securities and Use of Proceeds       
|Item 3.                       | Defaults Upon Senior Securities                                   
|Item 4.                       | Mine Safety Disclosures                                           
|Item 5.                       | Other Information                                                 
|Item 6.                       | Exhibits                                                          
|                              |                                                                   
|Signatures                    |                                                                   



ii







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 Six Month Periods Ended
July 31, 2013 and 2012

And

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

______________________________________________________________________________________________



APT Systems,
Inc.

Financial Statements

(Unaudited)



TABLE OF CONTENTS



|                                             | PAGE
|-------------------------------------------- | ----
|Balance Sheets                               | 2   
|Statements of Operations                     | 3   
|Statements of Stockholders’ Equity (Deficit) | 4   
|Statements of Cash Flows                     | 5   
|Notes to Financial Statements                | 6   



1







APT SYSTEMS, INC.

(A Development-Stage Company)

Balance Sheets



|                                                                                                                                                                           |  | (Unaudited)   |          |   | (Audited)       |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | --------------- | -
|                                                                                                                                                                           |  | July 31, 2013 |          |   | January 31,2013 |  
|ASSETS                                                                                                                                                                     |  |               |          |   |                 |  
|Current Assets                                                                                                                                                             |  |               |          |   |                 |  
|Cash and cash equivalents                                                                                                                                                  |  | $             | 2,028    |   |                 | $
|Total current assets                                                                                                                                                       |  |               | 2,028    |   |                 |  
|                                                                                                                                                                           |  |               |          |   |                 |  
|Other Assets                                                                                                                                                               |  |               |          |   |                 |  
|                                                                                                                                                                           |  |               |          |   |                 |  
|Software (net of $3,275 & $2,007 accumulated amortization respectively)                                                                                                    |  |               | 8,330    |   |                 |  
|Web site (net of $520 & $0 accumulated amortization respectively)                                                                                                          |  |               | 1,560    |   |                 |  
|                                                                                                                                                                           |  |               |          |   |                 |  
|Total other assets                                                                                                                                                         |  |               | 9,890    |   |                 |  
|                                                                                                                                                                           |  |               |          |   |                 |  
|Total Assets                                                                                                                                                               |  | $             | 11,918   |   |                 | $
|                                                                                                                                                                           |  |               |          |   |                 |  
|LIABILITIES & STOCKHOLDERS' DEFICIT                                                                                                                                        |  |               |          |   |                 |  
|Current Liabilities                                                                                                                                                        |  |               |          |   |                 |  
|Accounts payable                                                                                                                                                           |  | $             | 27,563   |   |                 | $
|Loan from director                                                                                                                                                         |  |               | 20       |   |                 |  
|Total Liabilities                                                                                                                                                          |  |               | 27,583   |   |                 |  
|                                                                                                                                                                           |  |               |          |   |                 |  
|Stockholders' Deficit                                                                                                                                                      |  |               |          |   |                 |  
|                                                                                                                                                                           |  |               |          |   |                 |  
|Preferred stock $0.001 par value, 10,000,000 shares authorized; None issued as of July 31, 2013 and January 31,2013 respectively                                           |  |               | -        |   |                 |  
|                                                                                                                                                                           |  |               |          |   |                 |  
|Common stock $0.001 par value, 90,000,000 shares authorized; 8,795,000 and 8,694,000 shares issued and outstanding as  of July 31, 2013 and January 31, 2013 respectively. |  |               | 8,795    |   |                 |  
|Additional paid-in capital                                                                                                                                                 |  |               | 80,705   |   |                 |  
|Deficit accumulated during the development stage                                                                                                                           |  |               | (105,165 | ) |                 |  
|Total Stockholders' Deficit                                                                                                                                                |  |               | (15,665  | ) |                 |  
|                                                                                                                                                                           |  |               |          |   |                 |  
|TOTAL STOCKHOLDERS' DEFICIT                                                                                                                                                |  |               |          |   |                 |  
|                                                                                                                                                                           |  |               |          |   |                 |  
|Total Liabilities and Stockholders' Deficit                                                                                                                                |  | $             | 11,918   |   |                 | $



See Accompanying Notes to Financial Statements



2







APT SYTEMS, INC.

(A Development-Stage Company)

Statements of Operations



|                                                                            |  | (Unaudited)
    Three Months Ending |           |    | (Unaudited)
    Six Months Ending |   |           | (Unaudited)
    Inception (October 29, 2010) Through July 31, | 
|--------------------------------------------------------------------------- |  | ----------------------------------- | --------- | -- | --------------------------------- | - | --------- | ------------------------------------------------------------- | 
|                                                                            |  | July
    31, 2013                   |           |    | July
    31, 2012                 |   |           | July
    31, 2013                                             | 
|Revenue                                                                     |  | $                                   | -         |    |                                   | $ | -         |                                                               | 
|                                                                            |  |                                     |           |    |                                   |   |           |                                                               | 
|Operating Costs                                                             |  |                                     |           |    |                                   |   |           |                                                               | 
|Accounting                                                                  |  |                                     | 4,100     |    |                                   |   | 1,500     |                                                               | 
|Amortization                                                                |  |                                     | 894       |    |                                   |   | -         |                                                               | 
|Consulting services                                                         |  |                                     | -         |    |                                   |   | 7,500     |                                                               | 
|General and administrative                                                  |  |                                     | 6,761     |    |                                   |   | 6,864     |                                                               | 
|Legal                                                                       |  |                                     | -         |    |                                   |   | 4,950     |                                                               | 
|Research & development                                                      |  |                                     | -         |    |                                   |   | -         |                                                               | 
|Total Operating Costs                                                       |  |                                     | 11,755    |    |                                   |   | 20,814    |                                                               | 
|                                                                            |  |                                     |           |    |                                   |   |           |                                                               | 
|Income(Loss) from Operations                                                |  |                                     | (11,755   | )  |                                   |   | (20,814   | )                                                             | 
|                                                                            |  |                                     |           |    |                                   |   |           |                                                               | 
|Other Income (Expense)                                                      |  |                                     |           |    |                                   |   |           |                                                               | 
|Interest income (expense),
    net                                          |  |                                     | (419      | )  |                                   |   | 4         |                                                               | 
|                                                                            |  |                                     |           |    |                                   |   |           |                                                               | 
|Net  Income(Loss)                                                           |  | $                                   | (12,174   | )  |                                   | $ | (20,810   | )                                                             | 
|                                                                            |  |                                     |           |    |                                   |   |           |                                                               | 
|Basic earnings
    (loss) per share: Basic and Diluted                      |  | $                                   | (0.00     | )* |                                   | $ | (0.00     | )*                                                            | 
|                                                                            |  |                                     |           |    |                                   |   |           |                                                               | 
|Weighted average number
    of common shares outstanding: Basic and Diluted |  |                                     | 8,757,983 |    |                                   |   | 8,644,000 |                                                               | 



* denotes less than $(0.01) per share.



See Accompanying Notes to Financial Statements



3







APT SYSTEMS, INC.

(A Development-Stage Company)

Statements of Stockholders' Equity (Deficit)

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



|                                                |  | Common Shares |           |  | Stock Amount |   |       | Additional Paid-in Capital |  |   | Deficit Accumulated During Development Stage |   |  | Total |         
|----------------------------------------------- |  | ------------- | --------- |  | ------------ | - | ----- | -------------------------- |  | - | -------------------------------------------- | - |  | ----- | --------
|Balance, October 29, 2010 (Inception) - audited |  |               | -         |  |              | $ | -     |                            |  | $ | -                                            |   |  | $     | -       
|                                                |  |               |           |  |              |   |       |                            |  |   |                                              |   |  |       |         
|Net loss                                        |  |               | -         |  |              |   | -     |                            |  |   | -                                            |   |  |       | (280    
|                                                |  |               |           |  |              |   |       |                            |  |   |                                              |   |  |       |         
|Balance January 31, 2011 - audited              |  |               | -         |  |              |   | -     |                            |  |   | -                                            |   |  |       | (280    
|                                                |  |               |           |  |              |   |       |                            |  |   |                                              |   |  |       |         
|Common stock issued for cash                    |  |               | 8,644,000 |  |              |   | 8,644 |                            |  |   | 63,156                                       |   |  |       | -       
|                                                |  |               |           |  |              |   |       |                            |  |   |                                              |   |  |       |         
|Net loss                                        |  |               | -         |  |              |   | -     |                            |  |   | -                                            |   |  |       | (15,187 
|                                                |  |               |           |  |              |   |       |                            |  |   |                                              |   |  |       |         
|Balance  January 31, 2012 - audited             |  |               | 8,644,000 |  |              |   | 8,644 |                            |  |   | 63,156                                       |   |  |       | (15,467 
|                                                |  |               |           |  |              |   |       |                            |  |   |                                              |   |  |       |         
|Common stock issued for cash                    |  |               | 50,000    |  |              |   | 50    |                            |  |   | 9,950                                        |   |  |       | -       
|                                                |  |               |           |  |              |   |       |                            |  |   |                                              |   |  |       |         
|Offering costs                                  |  |               | -         |  |              |   | -     |                            |  |   | (12,500                                      | ) |  |       | -       
|                                                |  |               |           |  |              |   |       |                            |  |   |                                              |   |  |       |         
|Net loss                                        |  |               | -         |  |              |   | -     |                            |  |   | -                                            |   |  |       | (63,708 
|                                                |  |               |           |  |              |   |       |                            |  |   |                                              |   |  |       |         
|Balance January 31, 2013  - audited             |  |               | 8,694,000 |  |              |   | 8,694 |                            |  |   | 60,606                                       |   |  |       | (79,175 
|                                                |  |               |           |  |              |   |       |                            |  |   |                                              |   |  |       |         
|Common stock issued for cash                    |  |               | 101,000   |  |              |   | 101   |                            |  |   | 20,099                                       |   |  |       | -       
|                                                |  |               |           |  |              |   |       |                            |  |   |                                              |   |  |       |         
|Net loss                                        |  |               | -         |  |              |   | -     |                            |  |   | -                                            |   |  |       | (25,990 
|                                                |  |               |           |  |              |   |       |                            |  |   |                                              |   |  |       |         
|Balance July 31, 2013 (Unaudited)               |  |               | 8,795,000 |  |              | $ | 8,795 |                            |  | $ | 80,705                                       |   |  | $     | (105,165



See Accompanying Notes to Financial Statements



4







APT SYSTEMS, INC.

(A Development-Stage Company)

Statements of Cash Flows



|                                                                                          |  | (Unaudited) Six Months July 31, 2013 |         |   | (Unaudited) Six Months July 31, 2012 |   |         | (Unaudited) Inception (October 29, 2010) Through July 31, 2013 | 
|----------------------------------------------------------------------------------------- |  | ------------------------------------ | ------- | - | ------------------------------------ | - | ------- | -------------------------------------------------------------- | 
|CASH FLOWS FROM OPERATING ACTIVITIES                                                      |  |                                      |         |   |                                      |   |         |                                                                | 
|Net loss                                                                                  |  | $                                    | (25,990 | ) |                                      | $ | (61,663 | )                                                              | 
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |  |                                      |         |   |                                      |   |         |                                                                | 
|Amortization expense                                                                      |  |                                      | 1,788   |   |                                      |   | -       |                                                                | 
|Changes in operating assets and liabilities:                                              |  |                                      |         |   |                                      |   |         |                                                                | 
|Decrease (increase) in prepaid expenses                                                   |  |                                      | -       |   |                                      |   | 12,500  |                                                                | 
|Increase (decrease) in accounts payable                                                   |  |                                      | 3,602   |   |                                      |   | 22,402  |                                                                | 
|Net cash provided by (used in) operating activities                                       |  |                                      | (20,600 | ) |                                      |   | (26,761 | )                                                              | 
|                                                                                          |  |                                      |         |   |                                      |   |         |                                                                | 
|CASH FLOWS FROM INVESTING ACTIVITIES                                                      |  |                                      |         |   |                                      |   |         |                                                                | 
|Software purchased                                                                        |  |                                      | -       |   |                                      |   | -       |                                                                | 
|Web site development costs                                                                |  |                                      | -       |   |                                      |   | -       |                                                                | 
|Net cash (used in) investing activities                                                   |  |                                      | -       |   |                                      |   | -       |                                                                | 
|                                                                                          |  |                                      |         |   |                                      |   |         |                                                                | 
|CASH FLOWS FROM FINANCING ACTIVITIES                                                      |  |                                      |         |   |                                      |   |         |                                                                | 
|Loan from shareholder                                                                     |  |                                      | -       |   |                                      |   | -       |                                                                | 
|Issuance of common stock for cash                                                         |  |                                      | 20,200  |   |                                      |   | -       |                                                                | 
|Net cash provided by financing activities                                                 |  |                                      | 20,200  |   |                                      |   | -       |                                                                | 
|                                                                                          |  |                                      |         |   |                                      |   |         |                                                                | 
|Net change in cash and cash equivalents                                                   |  |                                      | (400    | ) |                                      |   | (26,761 | )                                                              | 
|                                                                                          |  |                                      |         |   |                                      |   |         |                                                                | 
|Cash and cash equivalents at beginning of period                                          |  | $                                    | 2,428   |   |                                      | $ | 39,068  |                                                                | 
|                                                                                          |  |                                      |         |   |                                      |   |         |                                                                | 
|Cash and cash equivalents at end of period                                                |  | $                                    | 2,028   |   |                                      | $ | 12,307  |                                                                | 
|                                                                                          |  |                                      |         |   |                                      |   |         |                                                                | 
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                                         |  |                                      |         |   |                                      |   |         |                                                                | 
|                                                                                          |  |                                      |         |   |                                      |   |         |                                                                | 
|Cash paid  for :                                                                          |  |                                      |         |   |                                      |   |         |                                                                | 
|                                                                                          |  |                                      |         |   |                                      |   |         |                                                                | 
|Interest                                                                                  |  | $                                    | -       |   |                                      | $ | -       |                                                                | 
|Income Taxes                                                                              |  | $                                    | -       |   |                                      | $ | -       |                                                                | 



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



5







APT SYSTEMS, INC.

(A Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

JULY 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 six months ended July 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.



Research and Development Costs

Costs incurred in research and developments
are expenses as incurred.



6







APT SYSTEMS, INC.

(A Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

JULY 31, 2013



2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES CONT



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 July 31 and January 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 July 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.



Basic and diluted EPS were identical for
the three and six months ended July 31, 2013 and 2012 as there were no potentially dilutive debt or equity instruments outstanding.



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 July 31 2013 and 2012.



Reclassifications

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



7







APT SYSTEMS, INC.

(A Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

JULY 31, 2013



2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES CONT



Business Segments



The Company believes that its activities
during the three months and six months ended July 31, 2013 and 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 July 31, 2013 the Company had cash of
$2,028, no profitable business activities or other source of income, liabilities of $27,583, accumulated losses of $105,165 and
a stockholders’ deficit of $15,665.



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 six months ended July 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 issuance of common shares. There is no assurance that this series of events will be satisfactorily
completed.



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



4.
RELATED PARTY TRANSACTIONS



The President of the Company provides management and office
premises to the Company for no compensation.



As of July 31, 2013 and January 31, 2013, the Company owed the
President $20.



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 July 31, 2013 Mr. Gagnon is scheduled to resume his duties on or about
September 30, 2013 unless otherwise agreed in writing. Mr. Gagnon was paid $600 (2012 - $7,500) and $1,000 (2012 - $15,000) during
the three months and six months ending July 31, 2013 respectively, however, no balance was owed to Mr. Gagnon by the Company as
at July 31 and January 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 and six months ended July 31, 2013 or 2012.



8







APT SYSTEMS, INC.

(A Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

JULY 31, 2013



5.
SHAREHOLDERS’ DEFICIT CONT.



COMMON SHARES



The Company is authorized to issue 90,000,000
shares of common stock with a par value of $0.001.



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.



As at July 31, 2013, 8,795,000 shares
of common stock were 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.



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:



|                                          |  | July 31, 2013 |         |   | January 31, 2013 |  
|----------------------------------------- |  | ------------- | ------- | - | ---------------- | -
|Federal income tax benefit attributed to: |  |               |         |   |                  |  
|                                          |  |               |         |   |                  |  
|Net operating loss                        |  | $             | 35,756  |   |                  | $
|Valuation                                 |  |               | (35,756 | ) |                  |  
|Net benefit                               |  | $             | -       |   |                  | $



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



|                                    |  | July 31, 2013 |         |   | January 31, 2013 |  
|----------------------------------- |  | ------------- | ------- | - | ---------------- | -
|Deferred tax attributed:            |  |               |         |   |                  |  
|Net operating loss carryover        |  | $             | 35,756  |   |                  | $
|Less: change in valuation allowance |  |               | (35,756 | ) |                  |  
|Net deferred tax asset              |  | $             | -       |   |                  | $



At July 31, 2013 the Company had an unused
net operating loss carry-forward approximating $105,165 that is available to offset future taxable income; the loss carry-forward
will start to expire in 2030.



9







APT SYSTEMS, INC.

(A Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

JULY 31, 2013



7.
SUBSEQUENT EVENTS



On August 2, 2013 the Company filed a Form 10-Q/A for the three
months ended April 30, 2013.



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



In accordance with ASC 855, Subsequent
Events, the Company has evaluated subsequent events through September 16, 2013, 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.



10







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 any significant revenues.
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 and development of its products. We plan on raising additional funds within the next
six months but do not rule out the possibility of shareholder loans. We have not been subject to any bankruptcy, receivership
or similar proceeding.



The Company operations were being conducted
out of the premises of its President, Glenda Dowie on a rent-free basis during its development stage until 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 its needs based upon the future growth of the Company. Its fiscal
year end is January 31st.



“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.



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 application) users and web based clients.



11







Recent Events



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.



On May 16, 2013, the Board of Directors
ofAPT 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 July 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, the Company filed a Post
Effective Amendment No. 3 to Form S-1.



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 six months.



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.



12







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 July 31, 2013 Compared to the
Three Months Ended July 31, 2012



Revenue



The Company generated $0 in revenue in the three months ended
July 31, 2013 (2012 - $0).



Operating Expenses



Operating expenses, which consisted solely
of professional fees, general and administrative expenses, web development and research and development costs were $11,755 for
the three month ended July 31, 2013 compared to $20,814for the three month period ended July 31, 2012, a decrease of $9,059. The
decrease was largely due reduced consulting costs in the three months ended July 31, 2013 as we did not have the funding available
to pursue our business plan more aggressively.



Operating Loss



In the three months ended July 31, 2013
we incurred an operating loss of $11,755 compared to an operating loss of $20,814 for the three month ended July 31, 2012 due
to the factors discussed above.



Interest Expense



We incurred interest expense of $419 in
the three month ended July 31, 2013 compared to interest income $4 for the three month period ended July 31, 2012. During the
three months ended July 31, 2013 we funded some of our expenditure on credit card and consequently we incurred finance charges
that we had not incurred during the three months ended July 31, 2012.



Net Loss



In the three months ended July 31, 2013
we incurred a net loss of 12,174 compared to a net loss of $20,810 for the three month ended July 31, 2012 due to the factors
discussed above.



For the Six Months Ended July 31, 2013 Compared to the Six
Months Ended July 31, 2012



Revenue



The Company generated $22 in revenue in the six months ended
July 31, 2013 (2012 - $0).



Operating Expenses



Operating expenses, which consisted solely
of professional fees, general and administrative expenses, web development and research and development costs were $25,174 for
the six month ended July 31, 2013 compared to $61,670 for the six month period ended July 31, 2012, a decrease of $36,496. The
decrease was largely due reduced consulting costs in the six months ended July 31, 2013 as we did not have the funding available
to implement our business plan more effectively.



13







Operating Loss



In the six months ended July 31, 2013
we incurred an operating loss of $25,152 compared to an operating loss of $61,670 for the six month ended July 31, 2012 due to
the factors discussed above.



Interest Expense



We incurred interest expense of $838 in
the six month ended July 31, 2013 compared to interest income $7 for the six month period ended July 31, 2012. During the six
months ended July 31, 2013 we funded some of our expenditure on credit card and consequently we incurred finance charges that
we had not incurred during the six months ended July 31, 2012.



Net Loss



In the six months ended July 31, 2013
we incurred a net loss of $25,990 compared to a net loss of $61,663 for the six month ended July 31, 2012 due to the factors discussed
above.



Cash flow information for the six months
ended July 31, 2013 is compared to the six months ended July 31, 2012



At July 31, 2013, the Company had cash
of $2,028, no profitable business activities or other source of income, liabilities of $27,583, accumulated losses of $105,165
and a shareholders’ deficit of $15,665.



In the 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 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 issuance of common shares. There is no assurance that this series of events will be satisfactorily completed.



Net cash used for operating activities
was $20,600 for the six month period ended July 31, 2013. This compares to net cash used for operating activities of $26,761 for
the six month period ended July 31, 2012. During the six months ended July 31, 2013 we incurred a loss of $25,990 which was partially
reduced by $1,788 of non cash expenses and a $3,602 increase in operating liabilities to arrive at cash used in operations of
$20,600. By comparison, during the six months ended July 31, 2012 we incurred a loss of $61,663 which was partially reduced by
a $34,902 arising from the movement in our net operating assets and liabilities to arrive at cash used in operations of $26,761.



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



Cash flows provided by financing activities
were $20,200 for the six month period ended July 31, 2013 which compares to cash flows provided by financing activities of $0
for the six month period ended July 31, 2012. During the six months ended July 31, 2013 we received $20,200 through the sale of
101,000 shares of our common stock. No shares of our common stock were sold during the six months ended July 31, 2012.



Off-Balance Sheet Arrangements



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



Plan of Operation



Our plan for the nine months beginning July 31, 2013 is
to operate at a break even or a profit. Our plan is to attract sufficient additional product sales and services within our present
organizational structure and resources to become profitable in our operations.



14







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.



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



Not applicable.



15







ITEM 4T. 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 January 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 July 31, 2013. Based on this assessment, management believes that as of
July 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.



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.



16







ITEM 1A. RISK FACTORS



There have been no changes to our Risk
Factors included in our Post Effective Amendment No. 3 to Registration Statement on Form S-1 that was filed with the Securities
and Exchange Commission on September 9, 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.



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 non-US resident and bear a restrictive legend.



At July 31, 2013 there are total of 8,795,000
common shares of the Company issued and outstanding.



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES



None



ITEM 4.  MINE SAFETY DISCLOSURES



Not applicable.



ITEM 5.  OTHER INFORMATION



None.



17







ITEM 6. EXHIBITS



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





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







18







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
September 20, 2013.



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      |  | September
    20, 2013
|--------------------- |  | -------------------------------------------------------- |  | ----------------------
|Glenda Dowie          |  | Title                                                    |  | Date                  
|                      |  |                                                          |  |                       
|/s/
    Joseph Gagnon |  | Secretary,
    Chief Financial Officer and Director      |  | September
    20, 2013
|Joseph Gagnon         |  | Title                                                    |  | Date                  
|                      |  |                                                          |  |                       
|/s/
    Carl Hussey   |  | Treasurer,
    Principal Accounting Officer and Director |  | September
    20, 2013
|Carl Hussey           |  | Title                                                    |  | Date                  



19