SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________________________________________________________  FORM 10-Q   X.QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the Quarterly period ended October 31, 2016  .TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  _______________________________________________________________________________  Commission File No.  000-54865    APT SYSTEMS, INC. (Exact name of issuer as specified in its charter)  Delaware99-0370904(State or other jurisdiction(IRS Employer File Number)  505 Montgomery Street
11th FloorSan Francisco, CA94111(Address of principal executive offices)(zip code)  (415)-200-1105 (Registrant's telephone number, including area code)  Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    Yes X.No .  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes X.No .  Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and small reporting company in Rule 12b-2 of the Exchange Act.  Large accelerated filer .Accelerated filer .Non-accelerated filer   .(Do not check if a smaller reporting company)Smaller reporting company X.  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes .No X.  As of January 6, 2017, registrant had 222,752,036 outstanding shares of the registrant's common stock.        FORM 10-Q  APT SYSTEMS, INC. TABLE OF CONTENTS   PART I FINANCIAL INFORMATIONPAGEItem 1.
Unaudited Condensed Financial Statements for the Nine Month Periods Ended October 31, 2016 and 20154Condensed Balance Sheets5Condensed Statements of Operations6Condensed Statements of Cash Flows7Notes to Unaudited Condensed Financial Statements8Item 2.
Managements Discussion and Analysis and Plan of Operation20Item 3.
Quantitative and Qualitative Disclosures About Market Risk27Item 4.
Controls and Procedures27PART II OTHER INFORMATIONItem 1.
Legal Proceedings29Item 1A.
Risk Factors29Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds29Item 3.
Defaults Upon Senior Securities29Item 4.
Mine Safety Disclosures29Item 5.
Other Information29Item 6.
Exhibits30Signatures31        2      FINANCIAL INFORMATION  For purposes of this report, unless otherwise indicated or the context otherwise requires, all references herein to APT Systems, APT, the Company, we, us, and our, refer to APT Systems, Inc., a Delaware corporation.  FORWARD LOOKING STATEMENTS  The following notes contains forward-looking statements regarding us, our business, prospects and results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Factors that may affect such forward-looking statements include, without limitation: our ability to successfully develop new products and services for new markets; the impact of competition on our revenues, changes in law or regulatory requirements that adversely affect or preclude clients from using us for certain applications; delays our introduction of new products or services; and our failure to keep pace with our competitors.  When used in this discussion, words such as "believes", "anticipates", "expects", "intends" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. APTY may also opt to disseminate information about itself, including the results of its operations and financial information, via social media platforms such as Facebook, LinkedIn and Twitter.Readers are urged to carefully review and consider the various disclosures made by us in this report and other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect our business.       3       ITEM 1. FINANCIAL STATEMENTS   _______________________________________________________________________   APT SYSTEMS, INC.  UNAUDITED FINANCIAL STATEMENTS   For the Nine Month Periods Ended October 31, 2016 and 2015  _________________________________________________________________________     APT Systems, Inc. Condensed Financial Statements (Unaudited)  TABLE OF CONTENTS    PAGECondensed Balance Sheets5Condensed Statements of Operations6Condensed Statements of Cash Flows7Notes to Condensed Financial Statements8      4      APT SYSTEMS, INC.Condensed Balance SheetsOctober 31, 2016January 31,2016(Unaudited)ASSETSCurrent AssetsCash and cash equivalents$1,303$833Accounts receivable1,2151,215Investments14,581-Prepaid expenses7,703-Other current assets2688,000Total current assets25,07010,048Other AssetsSoftware (net of $15,246 and $9,191 accumulated amortization respectively)87,4592,414Web site (net of $2,080 and $2,080 accumulated amortization respectively)--Total other assets87,4592,414Total Assets$112,529$12,462LIABILITIES & STOCKHOLDERS' DEFICITCurrent LiabilitiesAccounts payable and accrued expenses$114,215$90,849Accrued officer compensation170,300125,300Derivative liability259,384-Convertible notes payable, net of discounts of $35,772 and $0, respectively65,35862,000Notes payable24,65039,839Loan from director4,5712,672Total current liabilities638,479320,660Convertible notes payable - related party26,27620,621Notes payable - less current portion57,4095,000Total Liabilities722,163346,281STOCKHOLDERS' DEFICITPreferred stock $0.001 par value, 10,000,000 shares authorized;
None issued as of October 31, 2016 and January 31, 2016, respectively--Common stock $0.0001 par value, 300,000,000 shares authorized;
148,457,788 and 115,941,670 shares issued and outstanding as  of
October 31, 2016 and January 31, 2016, respectively.14,84611,595Additional paid-in capital739,758235,036Common stock payable1,000-Accumulated deficit(1,365,238)(580,450)Total Stockholders' Deficit(609,634)(333,819)Total Liabilities And Stockholders' Deficit$112,529$12,462         The accompanying notes are an integral part of these unaudited condensed financial statements.  5      APT SYSTEMS, INCCondensed Statements of Operations(Unaudited)Three MonthsThree MonthsNine MonthsNine MonthsEndedEndedEndedEndedOctober 31, 2016October 31, 2015October 31, 2016October 31, 2015RevenueConsulting revenue$-$1,715$-$19,910E-book sales11103810Total Revenue111,7253819,920Cost of RevenueContract labor - related party-3,723-17,088Total Cost of Goods Sold-3,723-17,088Gross Profit11(1,998)382,832Operating (Income) ExpensesAmortization5,0555006,0551,612Compensation to officer15,00015,00045,00045,000General and administrative55,84817,111353,78346,873Total Operating (Income) Expenses75,90332,611404,83893,485Net Operating Income (Loss)(75,892)(34,609)(404,800)(90,653)Other Income (Expense)Other income2,593-8,150500Gain on conversion of accounts payable3,931-3,931-Gain (Loss) on conversion of notes payable78,356(35,124)78,356(35,124)(Loss) on change in derivative liability(374,990)-(374,990)-Interest expense(62,777)(19,838)(95,435)(27,606)Total Other Income (Expense)(352,887)(54,962)(379,988)(62,230)Net (Loss)$(428,779)$(89,571)$(784,788)$(152,883)Earnings (Loss) per share:basic and diluted$0.00$(0.01)$(0.01)$(0.01)Weighted average number of common shares outstanding:basic and diluted135,748,35416,491,087125,130,59511,449,545     The accompanying notes are an integral part of these unaudited condensed financial statements.  6      APT SYSTEMS,  INCCondensed Statements of Cash Flows(Unaudited)Nine Months EndedNine Months EndedOctober 31, 2016October 31, 2015CASH FLOWS FROM OPERATING ACTIVITIESNet loss$(784,788)$(152,883)Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Amortization expense6,0551,612Amortization of original issue discounts61,204-Gain on conversion of notes payable(78,356)35,124Loss on change in derivative liability374,990-Gain on foreign currency transactions(7,936)-Gain on conversion of accounts payable(3,931)-Stock issued for consulting services221,479-Prepayment interest paid in stock14,515-Discount on conversion of notes payable15,00015,195Changes in operating assets and liabilities:(Increase) in accounts receivable-(885)Decrease in prepaid expenses and other current assets7,732-Increase in accounts payable and accrued expenses16,68811,058Increase in accrued officer compensation45,00045,000Net cash provided by (used in) operating activities(112,348)(45,779)CASH FLOWS FROM INVESTING ACTIVITIESPurchase of investments(20,550)-Proceeds from sale of investments13,905-Net cash (used in) investing activities(6,645)-CASH FLOWS FROM FINANCING ACTIVITIESIssuance of loan from director6,1636,706(Repayment) of loan from director(4,264)(10,625)Issuance of short-term notes payable95,75150,150Issuance of long-term notes payable57,563-Repayment of short-term notes payable(35,750)-Net cash provided by financing activities122,77446,231Net change in cash and cash equivalents470452Cash and cash equivalents at beginning of period833776Cash and cash equivalents at end of period$1,303$1,228SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash paid  for :Interest$4,716$3,848Income Taxes$-$-Equity Securities issued for services:Stock and stock payable issued settlement of notes payable$172,691$500Stock and stock payable issued for software acquisition$91,100$-Note issued on settlement of notes payable and accounts payable$5,500Stock issued for receivable$-$10,200     The accompanying notes are an integral part of these unaudited condensed financial statements.  7      APT SYSTEMS, INC. NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS FOR THE NINE MONTH PERIODS ENDED OCTOBER 31, 2016 AND 2015  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 and intuitive stock trading platforms, financial apps and visualization solutions for charting the financial markets. While management works to deliver equities trading software it also is strategically acquiring other compatible financial businesses or software which demonstrate strong growth potential stemming from a solid business plan. We have identified prospective opportunities and continue with due diligence efforts that will and do include testing software performance within funded external trading accounts. This quarter, the Company has continued to claim income earned from its testing of strategies and trading software as revenue. The testing continues to generate positive returns. Some revenue continues to come from the Apple store from a previously launched publication promoting a trading strategy that is successfully testing Apple revenue payment delivery.  Management will continue to expand upon trading its platform named Intuitrader and related software products, being those recently acquired called Global Trader as well as those developed in-house. Any profits generated from funds used in live trading tests can be used to offset future development costs, for which there is a plan to operate from within a wholly-owned subsidiary. We constantly strive to pioneer original trading tools and indicators along with new approaches for managing trading risk. After beta testing is completed, our proprietary custom charting tools and trading platform apps will later be available to subscribers for a fee.  During the twelve months ended January 31, 2016, the Company was providing technical writing and computer assisted design services to other startups using a contractor, a related person (family member to the Chief Executive Officer), to generate certain additional revenues. We confirm that there is no consulting revenue this quarter as was anticipated and if we are able to secure other contracts or raise the necessary funding, we will re-engage the contractor to work on projects.  2.  GOING CONCERN AND LIQUIDITY  As of October 31, 2016, the Company had cash of $1,303, insufficient revenue to meet its ongoing operating expenses, and liabilities of $722,163, accumulated losses of $1,365,238 and a shareholders deficit of $609,634.  In the audited financial statements for the fiscal years ended January 31, 2016 and 2015, the Reports of our Independent Registered Public Accounting Firm included an explanatory paragraph that describes substantial doubt about our ability to continue as a going concern.  The unaudited financial statements for the nine months ended October 31, 2016 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, obtaining 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, loans from directors and, or, the sale of common stock. There is no assurance that this series of events will be satisfactorily completed.  Financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that may be necessary if the Company is unable to continue as a going concern.  3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Basis of Presentation 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 8 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 condensed financial statements not misleading.  Operating results for the nine months ended October 31, 2016 are not necessarily indicative of the final results that may be expected for the year ended January 31, 2017.  8      3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  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, 2016 included in our Form 10-K filed with the SEC.  Cash and Cash Equivalents  The Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents.  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.  Foreign currency transaction gains and losses are recorded in the statements of operations as a component of other income (expense).  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, investments, accounts payable, accrued expenses, note payable and loan from director approximate their market values as of October 31, 2016 and January 31, 2016 due to the intended short term maturities of these financial instruments.  The Companys assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy.  9      3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  The following table presents information about the Companys liabilities measured at fair value on a recurring basis and the Companys estimated level within the fair value hierarchy of those assets and liabilities as of October 31, 2016 and January 31, 2016:  Fair value measured at October 31,  2016Total carrying value 
at October 31,Quoted prices in active
marketsSignificant other
observable inputsSignificant
unobservable inputs2016(Level 1)(Level 2)(Level 3)Assets:Foreign currency investments$14,581$-$-$14,581Liabilities:Derivative liabilities$259,384$-$-$259,384  Fair value measured at January 31, 2016Total carrying value
at January 31,Quoted prices in active
marketsSignificant other
observable inputsSignificant
unobservable inputs2016(Level 1)(Level 2)(Level 3)Assets:Foreign currency investments$-$-$-$-Liabilities:Derivative liabilities$-$-$-$-  There were no transfers between Level 1, 2 or 3 during the nine months ended October 31, 2016.  The following table presents additional information about Level 3 assets and liabilities measured at fair value. Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level 3 category. As a result, the unrealized gains and losses for assets and liabilities within the Level 3 category may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs.  Changes in Level 3 liabilities measured at fair value for the nine months ended October 31, 2016:  Derivative liabilities Balance - February 1, 2016$-Fair value of derivative liability259,384Derivative liabilities Balance - October 31, 2016$259,384  Convertible notes at fair value Balance - February 1, 2016$62,000Addition of convertible notes81,600Conversion of notes and interest into common stock(132,720)Cash paid settlement of note(20,000)Gain on extinguishment of debt(78,356)Change in fair value of convertible notes (including OID discount)152,834Convertible notes at fair value Balance - October 31, 2016$65,358  The Companys derivative liabilities are measured at fair value using the Black Scholes valuation methodology. A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Companys derivative liabilities that are categorized within Level 3 of the fair value hierarchy for the nine months ended October 31, 2016 is as follows:  10      3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  Convertible Notes at Fair Value  Date of valuationOctober 31, 2016Strike price$0.00060 - 0.00128Volatility (annual)316.23 - 324.92%Risk-free rate0.20% to 0.54%Dividend yield (per share)0%  The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Companys Management.  Software  The Company has software for charting and technical indicators that it uses in the development of certain mobile 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.  Revenue Recognition  The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer; (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.  Research and Development Costs  Any costs incurred in research and development are listed separately and expensed as incurred.  Deferred Financing Costs  Costs with respect to issue of common stock, warrants, stock options or debt instruments by the Company are initially deferred and ultimately offset against the proceeds from such equity transactions or amortized as debt discount over the term of any debt funding if successful or expensed if the proposed equity or debt transaction is unsuccessful.  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 will be performed. If an evaluation is 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 is required.  Advertising costs  Advertising costs are expensed as incurred. The Company recorded advertising and promotional costs of $12,555 and $0 for the nine months ending October 31, 2016 and 2015, respectively.  For the three months ended October 31, 2016 and 2015, advertising and promotional costs were $1,019 and $0, respectively.  11     3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  Income Taxes  The Company accounts for income taxes in accordance with FASB ASC 740 Income Taxes. Under FASB ASC 740, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial statement reported amounts at each period end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. FASB ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under FASB ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At October 31, 2016 and 2015, the Company has no unrecognized tax benefits.  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. For the nine month periods ended October 31, 2016 and 2015, the Company did have potentially dilutive debt instruments that have been excluded from the earnings per share calculation; as such an inclusion would have been anti-dilutive due to the losses incurred in both periods.  Stock Based Compensation  The Company accounts for employee and non-employee stock awards under ASC 718 and ASC 505, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. The Company has adopted a stock option plan, as disclosed in Note 8  Stockholders Deficit below. During the nine month periods ended October 31, 2016 and 2015, no stock options had been issued or outstanding to date.  The Company accounts for stock-based payments to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date.  Trading Investments  The Companys trading investments are reported at fair value, with realized and unrealized gains and losses included in earnings.  In February of 2016, the Company contracted traders as testers as part of the due diligence process to test strategies, indicator reliability and trading platforms within their designated accounts. The contracted traders could use funds for trading securities or derivatives, which mainly consisted of various options, currency pairs and futures. All trading accounts will return to cash after the strategies are monitored over a reasonable period of time. While, the Companys business model is not investing, short term investing is required to test elements of the software including connectivity to independent brokers. As of October 31, 2016, the fair value of trading accounts collectively was $14,581. Note that no funds were recalled from the test trading accounts in this quarter. In addition, testing was conducted over all three months.  October 31, 2016October 31, 2015Three MonthsNine MonthsThree
MonthsNine
MonthsInvestment available for trading in investments$12,539$20,500$-$-Unrealized gains (losses)2,5937,936--Redemptions/commissions(551)(13,855)--Investments in trading at fair market value for period$14,581$14,581$-$-  12     3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  Beneficial Conversion Features  If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (BCF). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 Debt with Conversion and Other Options. In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method.  Business Segments  The Company believes that its activities during the nine month periods ended October 31, 2016 and 2015 comprised a single segment.  Recently Issued Accounting Pronouncements  In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09). ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, and early adoption is prohibited. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is currently assessing the impact the adoption of ASU 2014-09 will have on our condensed financial statements and disclosures.  In August 2014, the FASB issued guidance that requires management to evaluate whether there are conditions or events that raise substantial doubt about an entity's ability to continue as a going concern. If such conditions or events exist, disclosures are required that enable users of the financial statements to understand the nature of the conditions or events, management's evaluation of the circumstances and management's plans to mitigate the conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. The Company will be required to perform an annual assessment of its ability to continue as a going concern when this standard becomes effective on January 1, 2017; however, the adoption of this guidance is not expected to impact our financial position, results of operations or cash flows.  In January 2016, FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. ASU No. 2016-01 requires equity investments to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the balance sheet or the accompanying notes to the financial statements and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entitys other deferred tax assets. ASU No. 2016-01 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the impact that ASU No. 2016-01 will have on its condensed financial statements and related disclosures.  In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) which supersedes FASB ASC Topic 840, Leases (Topic 840) and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. The standard is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted upon issuance. When adopted, the Company does not expect this guidance to have a material impact on its condensed financial statements.  13      3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. Under ASU No. 2016-09, companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital (APIC). Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement and the APIC pools will be eliminated. In addition, ASU No. 2016-09 eliminates the requirement that excess tax benefits be realized before companies can recognize them. ASU No. 2016-09 also requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. Furthermore, ASU No. 2016-09 will increase the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employers statutory income tax withholding obligation. An employer with a statutory income tax withholding obligation will now be allowed to withhold shares with a fair value up to the amount of taxes owed using the maximum statutory tax rate in the employees applicable jurisdiction(s). ASU No. 2016-09 requires a company to classify the cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation as a financing activity on the statement of cash flows. Under current U.S. GAAP, it was not specified how these cash flows should be classified. In addition, companies will now have to elect whether to account for forfeitures on share-based payments by (1) recognizing forfeitures of awards as they occur or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as is currently required. The amendments of this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted but all of the guidance must be adopted in the same period. The Company is currently assessing the impact that ASU No. 2016-09 will have on its condensed financial statements.  In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments, which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this new pronouncement on its condensed statements of cash flows.  4.  RELATED PARTY TRANSACTIONS  Effective November 1, 2013, the Company began to accrue a monthly salary of $5,000 per month for the President on an ongoing basis. Accrued officer compensation as of October 31, 2016 and January 31, 2016 was $170,300 and $125,300, respectively. As resolved, the accrued compensation will only be paid after January 1, 2018 as and when the directors decide the Company has sufficient liquidity to pay some, or all, of the amounts accrued in cash or by issuing shares. The President of the Company can also consider submitting a request to the Board of Directors for permission to convert some, or all, of her accrued compensation into shares of the Companys common stock on payments due above of $170,300, but only after January 1, 2018. The share price considerations will be either the publicly quoted share price, when such a publicly quoted price is available; or equal to or above the last cash price the Company recorded for the sale of its common shares to third parties.  As of October 31, 2016 and January 31, 2016, the Company owed the President $4,571 and $2,672 respectively by way of loans. As of October 31, 2016 and January 31, 2016, the Company repaid the Presidents short term advance of $4,264 and $8,540, respectively. The loans are unsecured, due on demand and interest free.  The Company provided consulting, technical writing and computer assisted design services to other startups provided by a contractor, a related person (family member to the Chief Executive Officer) to generate certain additional revenues. In this quarter no contracts were accepted and these revenues have ended as anticipated. The Company paid $0 and $17,088 to the related party contractor in respect of the provision of these services during the nine months ended October 31, 2016 and 2015, respectively.  5.  SOFTWARE  The Company has software that it uses for the development of certain mobile applications. The software and any upgrades are being amortized over useful lives ranging from 3  5 years.  The Company recorded amortization expense of $5,055 and $500 for the three months ended October 31, 2016 and 2015, respectively, and $6,055 and $1,612 for the nine months ended October 31, 2016 and 2015, respectively.October 31, 2016January 31, 2016Charting software$102,705$11,605Website2,0802,080$104,785$13,685Accumulated amortization(17,326)(11,271)Net book value$87,459$2,414   14      6.  CONVERTIBLE NOTES PAYABLE, RELATED AND UNRELATED PARTIES  On January 8, 2014 the Company issued an unsecured convertible note to one accredited investor (as that term is defined under the Securities Act of 1933, as amended) in the aggregate amount of $50,000.  This convertible note accrues interest at the rate of 19% per annum and is convertible only when a qualifying financing event takes place. The Company secured an initial extension of the convertible note to January 29, 2015 and subsequently obtained a further extension to December 31, 2016. The note has been further reduced to $48,500 through the sales of part of the debt to unrelated third parties (see subsequent events).  The note, but none of the accrued unpaid interest thereon, may convert into equity securities at the option of the holder if the Company issues equity securities and any other indebtedness in aggregate with gross proceeds of $1,200,000, including conversion of the note (a Qualified Financing).  The conversion price is equal to 80% of the per share price paid by the purchasers of such equity securities in the Qualified Financing.  Accrued and unpaid interest will be paid by the Company at time of conversion.  If a Qualified Financing has not occurred and the Company elects to consummate a sale of the company prior to the maturity date of the note, the Company will give the holder a minimum ten days prior written notice of an anticipated closing date of such sale of the Company in order that the holder may consider a conversion of their note into equity in advance of a sale transaction.  No value had been assigned to the conversion feature attached to this note prior, as the possibility of the Company completing such a Qualifying Financing or completing a sale of the Company before January 31, 2016 was considered to be very remote.  On April 17, 2015, the Company received $5,000 by way of an unsecured short-term loan from a non-related party for a term of 60 days that was later extended until April 23, 2017. Principal and interest at 8% per annum accrued thereon are due and payable on April 23, 2017. Also, the lender has the right to convert the principal and accrued interest into shares of the Companys common stock at $.01 cents.  On October 2, 2015, the Company received $12,500 by way of an unsecured short-term loan from a non-related party for a term of one year.  Principal and interest at 8% per annum accrued thereon are due and payable on October 1, 2016. Also, the lender has the right to convert the principal and accrued interest into shares of the Companys common stock. The conversion rate is equal to the fair market value of the Companys common stock on the date of conversion. This loan has been extended until Oct 1, 2017.  The Company had executed three lending arrangements with a related party, affiliated to the CEO of the company.  The effective dates of the loans are November 24, 2015, December 8, 2015 and January 14, 2016.  The loan amounts are $3,000, $16,121 and $1,500, respectively, with interest accruing at 5% per annum.  Repayment is in one lump sum due and payable on or before December 31, 2018, December 31, 2018 and January 31, 2019, respectively.  The Company has executed two additional notes with the same related party. The effective dates of the additional loans are March 10, 2016 and March 15, 2016.  The loan amounts are $2,770 and $2,885, respectively, with interest accruing at 5% per annum. Repayment is in one lump sum due and payable on or before January 31, 2019. All notes are convertible, at the holders request, into shares of the Companys common stock at the rate of $9.50 per share.  In February and March of 2016, the Company entered into two loan agreements with unrelated parties for $33,000 and $25,600, respectively. The notes are due and payable twelve months from the issuance date and bear interest at 8% per annum. If the Notes are paid off prior to the due date, the Company is required to pay the face amount plus a scaled penalty ranging from 10% to 35% depending on the repayment date. Also noted, after 181 days from the issuance date, the Note is convertible into the shares of the Companys common stock. The conversion rate is equal to 55% of the market price during the previous 10 trading days. The loans were due in August and September 2016.  The Convertible Promissory Note for $33,000 with an Accredited Investor is subject to anti-dilution adjustments that allow for the reduction in the Conversion Price in the event the Company in the event of a default.  The Company accounted for the conversion option in accordance with ASC Topic 815. Accordingly, the Conversion Option is not considered to be solely indexed to the Companys own stock and, as such, recorded as a liability.  Each convertible promissory note derivative liabilities have been measured at fair value at October 31, 2016 using a Black Scholes. Since the Conversion Price contains an anti-dilution adjustment, the probability that the Conversion Price of the Notes would decrease as the share price decreased was incorporated into the valuation calculation.  After September 9, 2016, the Company issued 16,232,785 shares of common stock at a conversion price of $0.00121 per share in settlement of note payable. At September 14, 2016, the first Convertible Promissory Note for $33,000 was paid in full. As such, the fair value of the conversion feature at October 31, 2016 is $0.  15       6.  CONVERTIBLE NOTES PAYABLE, RELATED AND UNRELATED PARTIES (Continued)  The Convertible Promissory Note for $26,500 with an Accredited Investor is subject to anti-dilution adjustments that allow for the reduction in the Conversion Price in the event the Company in the event of a default.  The Company accounted for the conversion option in accordance with ASC Topic 815. Accordingly, the Conversion Option is not considered to be solely indexed to the Companys own stock and, as such, recorded as a liability.  Each convertible promissory note derivative liabilities have been measured at fair value at October 31, 2016 using a Black Scholes model. Since the Conversion Price contains an anti-dilution adjustment, the probability that the Conversion Price of the Notes would decrease as the share price decreased was incorporated into the valuation calculation.  After September 26, 2016, the Company issued 7,000,000 shares of common stock for cash at a price of $0.00121 per share in partial settlement of note payable. At September 26, 2016, the second Convertible Promissory Note for $26,500 had a balance of $15,463.  As such, the fair value of the conversion feature at October 31, 2016 is $93,607.  The inputs into the Black Scholes model are as follows:  October 31, 2016Closing share price$0.0022 - $0.01490Conversion price$0.00083 - $0.00121Risk free rate0.31%  0.54%Expected volatility316.23%  324.86%Dividend yield0%Expected life.39 to .50years  The convertible loan for $33,000 that was due on August 13, 2016 had been designated to be repaid in two stages as there was concern for the entire loan to be converted at current share prices. The outstanding portion of the loans converted to date representing 16,232,785 a part of the total of 23,232,785 restricted and non-restricted common shares issued in the third quarter. The second convertible loan is due on September 14, 2016 and a portion of the debt being 7,000,000 shares was converted on September 26, 2016. The Company recognized gain on conversion of $78,356. The Company borrowed $20,000 that is not convertible in nature and has allowed a partial conversion of the loans to reduce its liabilities and to provide further liquidity with free trading shares. (See subsequent event as the second note for $25,600 was repaid in full in November).  In April 2016, the Company entered into an agreement (Investment Agreement) for an unrelated third party (Investor) to purchase up to $5,000,000 of the Companys common stock. In conjunction with the Investment Agreement, the Company entered into a registration rights agreement (Registration Agreement). The Registration Agreement requires the Company to use its best effort, within thirty days, to file with the SEC a Form S-1 (Registration Statement) covering a certain number of shares to be used for the Investment Agreement.  Upon the effective date of the Companys Registration Statement, the Company has the right to put (Put Notice) to the investor, for purchase, certain amount of shares of the Companys common stock. For each Put Notice, the number of shares shall be equal to one-hundred and fifty percent of the average of the daily trading dollar volume of the Companys common stock for the ten consecutive trading days immediately prior to the Put Notice, so long as such amount does not exceed an accumulative amount per month of $150,000, unless prior approval of the Investor.  In conjunction with Investment Agreement, the Company entered issued two promissory Notes to the Investor in the amounts of $46,000 and $55,000. Both promissory notes accrue interest at the rate of 10% per annum and are due six and seven months respectively from the effective date of the Companys Registration Statement which was filed on May 17, 2016. This statement is not effective as of today. The first tranche of proceeds of $20,000 from the promissory note were used to pay the Companys fees associated with the Investment Agreement. The proceeds from the $55,000 promissory note are to be used to pay the Companys commitment fee to the Investor.  The Investor did not advance the second tranche of the promissory note of $46,000 after the S-1 was filed on May 16, 2016. Further review of the S-1 by the Securities Exchange Commission has been set aside by the Company as it does not currently trade on the OTCQB marketplace. While the company may upgrade from the OTC Pink status at a cost of $12,500, it did not qualify to do so during this quarter. A board decision on this matter is further complicated by the decision of our counsel to end their security practice in June of this year. The directors had chosen to discontinue matters pertaining to addressing the S1 comments for the time being. However, the directors did negotiate with the Investor and agreed to repay the original advance and applied interest for sum of $25,000 and the second promissory note for $55,000 has been extinguished as part of this agreement (see subsequent events and 8K filings). Management included a portion of the promissory note for $46,000 as a liability for October 31 as it was outstanding and interpreted as due on October 19, 2016. Management subsequently opted for the settlement of this note.  16       6.  CONVERTIBLE NOTES PAYABLE, RELATED AND UNRELATED PARTIES (Continued)  Conversion Option is not considered to be solely indexed to the Companys own stock and, as such, recorded as a liability. While the first Promissory note for $46,000 is due October 16, 2016 and it was paid in November.  The Promissory Note for $55,000 was not due until November 19, 2017 and was extinguished upon payment of first note.  Each convertible promissory note derivative liabilities have been measured at fair value at October 31, 2016 using a Black Scholes model. Since the Conversion Price contains an anti-dilution adjustment, the probability that the Conversion Price of the Notes would decrease as the share price decreased was incorporated into the valuation calculation.  At November 15, 2016, the Convertible Promissory Note for $46,000 was paid in full.  As such, the fair value of the conversion feature at October 31, 2016 is $165,777.  The inputs into the Black Scholes model are as follows:  October 31, 2016Closing share price$0.00470 - $0.0132Conversion price$0.0006 - $0.00128Risk free rate0.20%-0.29%Expected volatility316.23% 324.92%Dividend yield0%Expected life.05 to 0.12years  The Company took on a further loan of $52,500, in the form of a convertible note, in November from an Accredited Investor (see subsequent events and 8K filed).  7.  NOTES PAYABLE  In November 2014, the Company received $5,000 by way of an unsecured short-term loan from a non-related party for a term of nine months at 10% interest due upon repayment. The note payable and accrued interest was scheduled to be repaid on May 21, 2015. The Company was successful in obtaining an extension until December 31, 2015 upon making an interim renewal payment of $400. As of October 31, 2016, we are in default under the loan agreement.  Originally, the Company entered into a stock transfer agency agreement dated November 19, 2014 with Pacific Stock Transfer. As part of the agreement, amounts owed to the Companys previous stock transfer agent of $7,430 were paid by Pacific Stock Transfer, of which $2,189 is to be repaid to Pacific Stock Transfer by the Company in installments of $250 per month beginning on January 3, 2015. Accordingly we also recognized a $3,931 gain on the settlement of the $7,430 balance of accounts payable by assuming a loan of $2,189. Interest at 5% per annum accrues on the unpaid balance of the loan for each month. As of October 31, 2016, we are not in default under this loan agreement as in August we renegotiated the terms for this loan and interest payment commence will in November 2016.  The Company had executed four short-term lending arrangements with a non-related party.  The effective dates of the loans are May 1, 2015, June 22, 2015, June 27, 2015 and September 22, 2015.  The loan amounts are $25,000, $3,000, $2,700 and $1,950, respectively, with interest accruing at 5% per annum. Repayment is in one lump sum due and payable on or before December 4 through January 31, 2016. The repayment date had been extended through to October 31, 2016 for the $25,000 loan. The other outstanding notes were extended to January 31, 2017. The note for $25,000 was sold in June after adding an allowance to facilitate a conversion to 2,500,000 free trading shares on May 27, 2016. The Directors agreed to approve the conversion of the note at $.01 (at a discount of $.006 creating a BCF of $15,000) and thereby extinguishing the debt upon completion of the sale.  One of the Trader agreements included monthly compensation and to this end, part of the fees were paid in cash and then part of the fees were offset with a non-convertible note for $7,000 that is payable on or before June of 2017.  We borrowed $25,900 from an Accredited Investor, being a non-convertible note at 5% interest, as a short term bridge to facilitate longer term financial plans under discussion. Due to timing on the anticipated release of funds on this non-convertible note, we obtained a short term convertible loan from a non-related party, to assist with cash flow in the amount of $15,750; this was scheduled to be repaid within 60 days and no interest is due if repaid on time.  The Company accepted a $15,750 bridge loan from the non-related party in September and it was fully repaid on October 15, 2016 which prevented future interest becoming due.  We borrowed $26,000 from an Accredited Investor, being a non-convertible note at 5% interest, as a short term loan to facilitate cash flow until longer term financial plans under discussion are completed.  The loan will come due December 31, 2017.  17      8.  COMMITMENTS AND CONTINGENCIES  The Company is required to file its annual and quarterly financial reports with SEDAR in Canada. Due to delays in filing its financial statements and other possible forms, the Company believes it may be subject to certain potentially significant penalties to be levied by the Alberta Securities Commission (ASC). These fines have now been stated to be CDN$10,120 or approximately US$7,500 as advised and invoiced by the ASC, and have been accrued into the financial statements as of October 31, 2016. The Company is considering engaging its legal counsel to assist in reducing or eliminating these penalties and requests to file. Further correspondence has been delivered to the ASC after filing the 10-K for January 31, 2016. Subsequently, the 10Q ending April 30, 2016 and 10Q ending July 31, 2016 were filed with SEDAR and this is ongoing.  9.  STOCKHOLDERS DEFICIT  Preferred Shares  The Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.001 per share.  No shares of preferred stock were issued or outstanding during the nine month periods ended October 31, 2016 and 2015.  Common Shares  The Company is now authorized to issue 300,000,000 shares of common stock, par value $0.0001 per share. The Company has issued 148,457,788 common shares as of October 31, 2016 and had increased its reserve to accommodate debt as may be needed.  On March 18, 2016, the directors approved 100,000 shares of the Company's common stock be issued to Azur Universal Inc and were issued at $.65 per share as per the agreement signed July 8, 2014 (See Note 7). The amount was recorded as deposit on software acquisition under other current assets.  The Company has retained three unrelated parties as Consultants to help develop investor awareness in the Company through varied campaigns that revolve around contacting known sophisticated investors through media outlets, newsletters, emails and direct telephone calls. The consultants are compensated in combination of cash and restricted common shares. In May and June, the Company issued 5,783,333 shares of its common stock for services rendered by unrelated third parties. This represents payments to invoices totaling $229,183.  On July 20, 2016, the directors approved 900,000 of the Companys shares (book value of $26,100) be issued to Azur Universal Inc and were issued at $.029 cents per share to acquire the license rights and source code for the Global Trader software. The directors proceeded with purchasing the asset and declined to purchase the company at this time. An 8-K form was filed and a press release was sent out. The shares were issued in August and the license and rights have been acquired.  The Company also filed an 8-K form, in May, noting a share buyback program adopted by the directors to help offset future share dilution stemming from borrowing activities. The directors believe it is important to demonstrate confidence in the strength of our business plan and to reinforce our ongoing commitment to improving shareholder returns. To date no shares have been purchased and we are continuing to work with our broker dealer to establish an active account and a trading plan within their guidelines.  The Company was able to pay some of its debt obligations and the balance of the outstanding note for $25,000 was repaid from the permitted conversion of 2,500,000 shares on June 2, 2016.  The Company was able to partially pay its debt obligations and the balance of the outstanding notes were repaid from conversion of shares as follows, on September 6, converted 6,200,000 shares, on September 13, converted 6,558,000 shares and on September 14, converted 3,474,785 shares.  On September 26, the second note had a partial conversion of 7,000,000 shares. The total number of common shares issued is 23,232,785 for a total value of $147,691.  On July 8, 2014, the Company entered into an agreement to issue 100,000 shares of its common stock as a deposit to acquire software and against an option to acquire 100% of the issued share capital of AZUR Universal Inc., subject to certain terms and conditions. At the date of this report certain due diligence remained to be completed.  The common shares due were issued in March of 2016 as the directors wanted to continue exploring the merits and timing of this software acquisition. An additional 900,000 common shares were fully issued in August of 2016 to complete the full purchase transaction at the agreed sum. The shares were formally released upon receiving all software code and documentation as items as outlined and agreed. The total value of the shares issued to purchase the asset was recognized at $91,100.  On October 31, 2016 the directors unanimously agreed to increase the authorized common shares to 300,000,000 at par value of $.0001 and there were no changes to the preferred shares at this time.  18      9.  STOCKHOLDERS DEFICIT (Continued)  On October 29, 2016, the Company wished to engage Consultants and entered into an agreement. 10,000,000 common shares at $1,000 value are recorded as stock payable accordingly.  STOCK OPTIONS  The Company adopted the 2013 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.  As of October 31, 2016 and 2015, no options have been issued under this Plan.  10.  SUBSEQUENT EVENTS  The Company had retained TESO Communications as its Investor Relations and Public Relations manager and under the agreement the Company may pay the invoice with cash or by issuing shares against the invoices submitted.  The Directors opted to issue shares before the end of the initial agreement period of January 16, 2015 but the same were not yet issued.  The agreement represented a cash payment of $25,000 or the issuance of 50,000 restricted common shares at the completion of the agreement which has been extended to May 15, 2016 has now ended and the company still awaits their final invoice to complete matters.  The performance of some of the consultants retained by the Company has been disappointing and the Company is continuing to seek reimbursement or return of shares issued in some cases. The Company is committed to providing good investor awareness programs for its stakeholders and investors.  On October 29, 2016, the Company wished to engage Consultants to help further develop investor awareness in the Company by contacting known sophisticated investors through media outlets, newsletters, emails and direct telephone calls. The debt purchaser deposited the shares in December.  The Directors agreed to a total maximum conversion of 10,000,000 common shares.  On November 2, 2016, the Company entered into an agreement for a loan of $52,500, in the form of a convertible note that accrues at a rate of 10%, from an Accredited Investor as filed in our 8K with the SEC in November. The Company further reduced loans by sale of $5,000 of debt.  An additional 49,294,248 shares have been issued since October 31, 2016 as part of debt retirement plans by the Company.  On November 15, 2016, the Company was able to advance funds in the amount of $25,000 from escrow to an Investor to completely retire its obligations for an outstanding $46,000 promissory note and extinguish a $55,000 promissory note for fees.  The Directors have further agreed to investigate restructuring the shares of the Company including additional classes dedicated to acquisitions and super voting shares as well as having issued additional 15,000,000 shares to the CEO for reduction in accrued loans in the amount of $15,000.  In accordance with ASC 855, Subsequent Events, the Company has evaluated events that occurred subsequent to the balance sheet date through the date of available issuance of these unaudited condensed financial statements. The Company determined that other than as disclosed above, there were no material reportable subsequent events to be disclosed.  19      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 condensed 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 statements regarding us, our business, prospects and results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Factors that may affect such forward-looking statements include, without limitation: our ability to successfully develop new products and services for new markets; the impact of competition on our revenues, changes in law or regulatory requirements that adversely affect or preclude clients from using us for certain applications; delays our introduction of new products or services; and our failure to keep pace with our competitors.  When used in this discussion, words such as "believes", "anticipates", "expects", "intends" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made by us in this report and other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect our business, 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. The Company has not as yet generated significant sales revenues as its key products are still under development. Its limited start-up operations have consisted of the formation of the Company, development of its business plan, identification of its target market, naming its software Intuitrader, and limited research towards the development of its software products. However, the company was able to engage in testing trading strategies and products in a limited fashion in 2016. During the twelve months ended January 31, 2016, the Company continued providing technical writing and computer assisted design services to other startups using a contractor, a related person (family member to the Chief Executive Officer), to generate certain additional revenues. We would anticipate that this consulting revenue will eventually diminish entirely. We plan on raising additional funds by issuing shares but do not rule out the possibility of additional loans. However, there is no guarantee we will be successful in raising sufficient funding to progress with the implementation of our business plan.  We have not been subject to any bankruptcy, receivership or similar proceeding.  We are a company that specializes in the creation of innovative equities trading platforms. We are focusing on the mobile device market where we intend to develop and publish custom technical analysis indicators and trading systems both in-house and for third parties. In addition, we intend 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. We plan to utilize real time and delayed data networks along with graphic techniques which will provide solutions that can speak to the mobile needs to be demanded by the next generation of equity, currency, futures and commodity 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 invigorated with leading edge graphics and networking technology to become desirable real-time and interactive trading assistance software. In addition, the company was recently in contact with potential educators for its products and for general education of its clients in trading techniques.  APT services can extend to include:  · Financial Software and Analytical Software Development · Algorithmic Applied Technology · Trading Platform Refinement and Linking to Brokerage Accounts · Analytical Charting Software Development  20      The steps remaining for us to begin selling our products listed above are to finalize the programming of the software used in our products, specifically our dimensional charting tools, begin sales and marketing campaigns, contact prospective licensees, and deliver our products, which we expect to complete in less than 180 days after our initial contact with prospective licensees. Our app would be available to users on a subscription fee plan and we plan to grant licenses in our app to financial companies and brokerage firms for use by their employees and clients. The goal is to have our product used by both handheld (tablet and Smartphone application users) and web based clients.  With its currently limited financial resources, the Company has only been able to make very limited progress in developing its business activities since inception and is examining other acquisition opportunities as a means to enhance overall operations.  On February 19, 2014, the Company had received notice from FINRA that the trading symbol APTY has been allocated to APT Systems, Inc.  We prepared an application for DTCC eligibility to allow the markets access to trade our shares electronically. We anticipated our approval would assist us in achieving our financial goals and help to attract investors.  Needs Assessment  Management believes the principal growth area in the personal computer market today is that of Smartphones and portable tablet devices.  These mobile devices usually allow full time internet connectivity which 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, we envision for our future products an information-dense and interactive display of the financial markets. At this time, we believe that the future interactive display will include three dimensional imaging that we intend 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.  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.  Organization  We are comprised of one corporation and do not have any subsidiaries but do not rule out the future possibility of acquiring or creating subsidiaries. At this time, all of our operations are conducted through this corporation.  Competition   The market for financial services software and services is competitive, rapidly evolving and highly sensitive to new product introductions and marketing efforts by industry participants, although high conversion costs can create barriers to adoption of new products or technologies. The market is fragmented and served by both large-scale firms with broad offerings as well as firms that target only local markets or specific types of clients. We also face competition from information systems developed and serviced internally by the IT departments of large financial services firms. We believe that we can compete effectively by providing software contained in a mobile application, which provides buy/sell suggestions, and trading ability, although some of our existing competitors and potential competitors have substantially greater financial, technical, distribution and marketing resources than we have and may offer products with different functions or features that are more attractive to potential customers than our offerings.  Moreover, it is not our intent to compete with larger financial services firms, but rather to facilitate more trades by better informing our clients and providing them with better trading tools. The trading tools such as dimensional charts may be licensed to these same banks and brokers or subscribed to by users, directly. We believe that we can work with the banks and brokerage firms who offer online and Smartphone trading access by providing them with a more effective analysis tool for their current and future clients.   21      Contracted Consultants  We currently have one consultant under contract. Mr. Gagnon is the only officer with a formal consulting agreement that was amended to accommodate a leave of absence on June 15, 2013. However, he will continue to serve as an officer and director of the Company during his leave from active consulting. Our other officers and directors currently provide some services on a consultant basis without compensation. Based upon the amount of the proceeds from additional sales of our common stock, other future employees and directors may receive salaries. Once we generate sufficient revenue, future salaries and contracts for all parties will be evaluated at that time.  Effective November 1, 2013, the Company began to accrue a monthly salary of $5,000 per month for the President on an ongoing basis. Accrued officer compensation as of October 31, 2016 and January 31, 2016 was $170,300 and $125,300, respectively. As resolved, the accrued compensation will only be paid after January 1, 2018 as and when the directors decide the Company has sufficient liquidity to pay some, or all, of the amounts accrued in cash or by issuing shares. The President of the Company can also consider submitting a request to the Board of Directors for permission to convert some, or all, of her accrued compensation into shares of the Companys common stock on payments due above of $170,300, but only after January 1, 2018. The share price considerations will be either the publicly quoted share price, when such a publicly quoted price is available; or equal to or above the last cash price the Company recorded for the sale of its common shares to third parties.  During the nine months ended October 31, 2016, the Company no longer is providing technical writing and computer assisted design services to other startups provided by a contractor, a related person, a family member to the Chief Executive Officer. The Company paid $0 and $17,088 to the related party contractor in respect of the provision of these services during the nine month periods ended October 31, 2016 and 2015.  Intellectual Property Information   Our success and ability to compete will be dependent to a significant degree on our intellectual property and any further acquisitions, which may include our operating and trade names such as Intuitrader, proprietary trading platforms and indicators, and visual charting software. We intend to mostly develop our technology internally and we will rely primarily on domain registration, trade secret, trademark, copyright, domain name, patent and contract law to protect our intellectual property. It is our intention to enter into confidentiality, intellectual property invention assignment and/or non-competition and non-solicitation agreements or restrictions with our employees, independent contractors and business partners, and to control access to and distribution of our intellectual property. Currently, we do not have any registered copyrights or patents; however, we may secure such registrations in the future.  Government Regulation  We do not expect to be subject to material governmental regulation. However, it is our policy to fully comply with all governmental regulation and regulatory authorities.  Research and Development  We have spent $0 in the nine month periods ended October 31, 2016 and 2015, on research and development of our website and mobile applications. We plan to spend further funds on research and development activities in the future as the development of our software applications continue and we raise the necessary funding required.  Environmental Compliance  We believe that we are not subject to any material costs for compliance with any environmental laws.  Results of Operations  We have little operating history upon which to evaluate our intended business and sales. In addition, we have a history of losses. Our activities have been directed at developing our business plans as to eventually generate significant revenues.  For the Three and Nine Months Ended October 31, 2016 Compared to the Three and Nine Months Ended October 31, 2015  Revenue  The Company generated $0 in consulting revenue in during the three and nine months ended October 31, 2016 compared to $1,715 and $19,910 of revenue during the three and nine months ended October 31, 2015, respectively.  Revenue from e-books sales were $11 and $38, respectively, for the three and nine month periods ended October 31, 2016 compared to $10 for the three and nine months ending October 31, 2015. As a startup company, we have generated only nominal revenue that does exceed our expenses.  22      Cost of Revenue  During the three and nine months ended October 31, 2016, the Company paid $0 in contract labor  related party, associated with the consulting revenue generated for the same time period, as compared with $3,723 and $17,088 for the three and nine months ended October 31, 2015, a decrease of $17,088 or 100%.  Operating (Income) Expenses  Operating expenses were $75,903 and $404,838 for the three and nine months period ended October 31, 2016 compared to $32,611 and $93,485 for the three and nine months period ended October 31, 2015, increases of $43,292 and $311,353, respectively. The increase in operating expenses for the three months ended October 31, 2016 as compared to the three months ended October 31, 2015 was due primarily to an increase in investor and public relations expenses of $2,943 and financial consulting fees of $30,330, as well as $1,500 in legal expenses.  The increase in operating expenses for the nine months ended October 31, 2016 as compared to the nine months ended October 31, 2015 was primarily due to an increase in legal fees of $15,700, investor and public relations consulting fees of $177,494 and outside financial consulting fees of $52,297, compared to $0. In addition, the Company engaged with outside foreign currency traders incurring consulting fees of $0 and $11,147 for the three and nine month periods ended October 31, 2016, compared to $0 for the three and nine month periods ended October 31, 2015.  The legal fees incurred in the nine months ended October 31, 2016 primarily related to the preparation of the Companys form 10K for the year ended January 31, 2016 and for legal advice related to news releases, filings, corporate structuring, agreements related to proposed acquisitions and debt instrument reviews along with the submission of related S-1 filing. We did not use external attorneys in the preparation of the Companys form 10K for the year ended January 31, 2015 and consequently we did not incur comparable legal fees during the nine months ended October 31, 2015.  Operating Loss  We incurred an operating loss of $75,892 and $404,800 for the three and nine months ended October 31, 2016 compared to an operating loss of $34,609 and of $90,653 for the three and nine months ended October 31, 2015, increases of $41,283 and $314,147, or 119%, and 347%, respectively, due to the factors described above.  Other income (Expense)  The Company recorded unrealized gains on trading transactions of $2,593 and $7,936 and other income of $0 for the three and nine months ended October 31, 2016 compared with $0 for the three and nine months ended October 31, 2015, respectively while testing software and strategies. The return on investment was similar to first quarter of the current year calculated at 22.1% as being reported in third quarter. In addition, for the three and nine month period ended October 31, 2016, $0 and $214 was refunded from SEDAR for overpaid filing fees incurred in prior periods, as compared with $0 for the three and nine month period ended October 31, 2015.  The Company received $0 of refundable deferred financing costs previously written off during the three and nine months ended October 31, 2016 and compared to $500 for the three and nine months ended October 31, 2015.  In addition, the Company recorded a gain from the conversion of accounts payable of $3,931 for the three and nine months ended October 31, 2016 as compared with $0 for the three and nine months ended October 31, 2015, a 100% increase.  The Company had gains on the conversion of notes payable in the amount of $78,356 for the three and nine months ended October 31, 2016, compared with $35,124 in losses on the conversion of notes payable during the three and nine months ended October 31, 2015, a decrease of $113,480 or 323%.  In addition, the Company incurred losses on the change in derivative liabilities of $374,990 and $0 for the three and nine months ended October 31, 2016 and 2015, respectively.  The change to derivative liabilities were due to the call provisions relating to events of default on convertible notes payable arising from discounts on the fair market value of common stock shares.  Interest expense and amortization of debt discount for the three and nine month periods ended October 31, 2016 was $62,777 and $95,435 compared with $19,838 and $27,606 for the three and nine month periods ended October 31, 2015, increases of $42,939 or 216%, and $67,829 or 246%, respectively The increase was due primarily to the Companys increase in borrowings as referred to in Notes 4 and 6 to the unaudited financial statements above.  Net Loss  The Company incurred a net loss of $428,779 and $784,788 for the three and nine months ended October 31, 2016 compared to a net loss of $89,571 and a loss of $152,883 for the three and nine months ended October 31, 2015, increases of $339,208 or 379% and $631,905 or 413%, respectively due to the factors discussed above.  23      Cash flow information for the nine months ended October 31, 2016 is compared to the nine months ended October 31, 2015  As of October 31, 2016, the Company had cash of $1,303, insufficient revenue to meet its ongoing operating expenses and liabilities of $722,163, accumulated losses of $1,365,238 and a stockholders deficit of $609,634.  The unaudited financial statements for the nine months ended October 31, 2016 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, obtaining 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, loans from directors and, or, the sale of common stock. There is no assurance that this series of events will be satisfactorily completed.  Net cash used for operating activities was $112,348 for the nine month period ended October 31, 2016. This compares to net cash used for operating activities of $45,779 for the nine month period ended October 31, 2015.  During the nine months ended October 31, 2016 we incurred a loss of $784,788 which was increased due to unrealized gains on foreign currency transactions in the amount of $7,936, $78,356 of gains on the conversion of notes payable, and a gain of $3,931 on the conversion of accounts payable.  The loss was partially reduced by the issuance of common stock for consulting services of $221,479, $15,000 of discount on the conversion of debt, $6,055 of non-cash amortization expense and $61,204 of original issue discount amortization.  In addition, the operating loss was reduced by changes in derivative liabilities of $374,990.  There was a $61,688 increase in operating liabilities, and a decrease of $7,732 in other current assets, investments and prepaid expenses, to arrive at cash used in operations of $112,348. By comparison, during the nine months ended October 31, 2015 we incurred a loss of $152,883 which was partially reduced by $1,612 of non-cash amortization expense, an increase of $35,124 from the loss on conversion of notes payable, an increase of $885 in unbilled revenue and a $56,058 increase in operating liabilities to arrive at cash used in operations of $45,779.  Cash flows used in investing activities were at $6,645 and $0 for the nine month periods ended October 31, 2016 and 2015 arising from investing in foreign currency trading accounts.  Cash flows provided by financing activities were $122,744 for the nine month period ended October 31, 2016 which compares to cash flows provided by financing activities of $46,231 for the nine month period ended October 31, 2015. During the nine months ended October 31, 2016 we received $6,163 of additional loans from one of our directors, made repayments to the same director in the amount of $4,264 and received $95,751 by way of short-term notes payable, and $57,563 in long-term debt.  During the nine months ended October 31, 2016, the Company repaid $35,750 of short-term loans payable. By comparison, during the nine months ended October 31, 2015, we received $6,706 in loans from one of our directors and made repayments to the same director in the amount of $10,625, and received $50,150 by way of a short-term note payable. No shares of our common stock were sold during the nine months ended October 31, 2016 and 2015, respectively.  Off-Balance Sheet Arrangements  We have no off-balance sheet arrangements with any party.  Liquidity and Capital Resources  As of October 31, 2016, we had cash and cash equivalents of $1,303. As of January 31, 2016, we had cash and cash equivalents of $833.  Net cash used for operating activities was $112,348 and $45,779 for the periods ended October 31, 2016 and 2015.  Cash flows used in investing activities was $6,645 and $0 for the nine month periods ended October 31, 2016 and 2015, respectively  Over the next twelve months we do expect some material capital costs to develop operations. Our estimated operating costs of $355,000 will be used for operations and reporting, but will be used to pay salaries as deemed reasonable by management.  To date, we have realized only nominal sales revenue.  As a result, we expect that we may need to further engage in the private placement of our debt and equity securities in order to continue to fund operations. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to raise an estimated $1.5 million to fully implement our business plan and to successfully develop and market our apps, generate revenues and operate a profitable business.  24      In any case, we try to operate with minimal overhead while we undertake to attract participants to help build our products. Our primary activity will be to seek to develop clients for our services and, consequently, our sales. If we succeed in developing clients for our services and generating sufficient sales, we will have the potential to become profitable. We cannot guarantee that this will ever occur. Our plan is to build our company in any manner which will be successful and provide value for our shareholders.  In September, the CEO purchased 162,000 common shares on the open market and filed an initial Form 4 and had declared that up to a total of 3,000,000 shares may be acquired from the open markets under this filing.  On October 29, 2016, the Company wished to engage Consultants to help further develop investor awareness in the Company by contacting known sophisticated investors through media outlets, newsletters, emails and direct telephone calls. The debt purchaser will be converting debt commencing November. (See subsequent events.)  Plan of Operation  Our business plan is to attract additional capital and sufficient product sales, and provide services within our present organizational structure and resources, to become profitable in our operations.  Marketing and Sales efforts:  Our marketing efforts will primarily be related to assuring our product is easily found in app stores and create a smooth downloading experience. We continue to receive some sales revenue from Apple Inc for an e-book available in their app store. In the future, we anticipate allocating seven percent of substantial fund raises for marketing as well as generating product awareness through paid investor relations programs. We believe that there will be sufficient funds available if a suitable advertising opportunity presents itself. Once the app is live and we have begun initial Search Engine Optimization (SEO) work and internet marketing, we believe sales will be initially supported through the Apple store and our 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 us to minimize staff, maintain efficient delivery of products, and keep records for both accounting and marketing. We also plan to work with some influencers in social media such as Twitter and FaceBook.  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  Future Trends use E-Books as a method for Training: Future product considerations revolve around enhanced or animated e-books. We believe consumers enjoy e-books because of 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 believed customers will soon demand interactive books that provide a much better, more informed educational experience and replace standard training techniques. New E-books with a view to training support will be made available after the sale of apps has commenced. We have successfully tested posting an e-book and the receiving of revenues electronically to our bank account from Apple Inc.  Consulting Services  During the nine months ended October 31, 2016, the Company did not provide technical writing and computer assisted design services to other startups using a contractor to generate certain additional revenues. This revenue source diminished as anticipated and is $0 for the quarter ending October 31, 2016.  25      Recently Issued Accounting Pronouncements  In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. ASU 2014-09 will be effective for the Company beginning in its first quarter of 2017. Early adoption is not permitted. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently evaluating the impact of adopting the new revenue standard on its financial statements.  In August 2014, the FASB issued guidance that requires management to evaluate whether there are conditions or events that raise substantial doubt about an entity's ability to continue as a going concern. If such conditions or events exist, disclosures are required that enable users of the financial statements to understand the nature of the conditions or events, management's evaluation of the circumstances and management's plans to mitigate the conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. The Company will be required to perform an annual assessment of its ability to continue as a going concern when this standard becomes effective on January 1, 2017; however, the adoption of this guidance is not expected to impact our financial position, results of operations or cash flows.  In January 2016, FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. ASU No. 2016-01 requires equity investments to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the balance sheet or the accompanying notes to the financial statements and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entitys other deferred tax assets. ASU No. 2016-01 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the impact that ASU No. 2016-01 will have on its condensed financial statements and related disclosures.  In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) which supersedes FASB ASC Topic 840, Leases (Topic 840) and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. The standard is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted upon issuance. When adopted, the Company does not expect this guidance to have a material impact on its condensed financial statements.  In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. Under ASU No. 2016-09, companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital (APIC). Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement and the APIC pools will be eliminated. In addition, ASU No. 2016-09 eliminates the requirement that excess tax benefits be realized before companies can recognize them. ASU No. 2016-09 also requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. Furthermore, ASU No. 2016-09 will increase the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employers statutory income tax withholding obligation. An employer with a statutory income tax withholding obligation will now be allowed to withhold shares with a fair value up to the amount of taxes owed using the maximum statutory tax rate in the employees applicable jurisdiction(s). ASU No. 2016-09 requires a company to classify the cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation as a financing activity on the statement of cash flows. Under current U.S. GAAP, it was not specified how these cash flows should be classified. In addition, companies will now have to elect whether to account for forfeitures on share-based payments by (1) recognizing forfeitures of awards as they occur or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as is currently required. The amendments of this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted but all of the guidance must be adopted in the same period. The Company is currently assessing the impact that ASU No. 2016-09 will have on its condensed financial statements.  26      In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments, which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this new pronouncement on its condensed statements of cash flows.  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  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 Quarterly Report. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of October 31, 2016, our disclosure controls and procedures were not effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms due to material weaknesses in our internal controls described below.  Managements Report on Internal Control over Financial Reporting  Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). Our internal control system is intended to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements and that we have controls and procedures designed to ensure that the information required to be disclosed by us in our reports that we will be required to file under the Exchange Act is accumulated and communicated to our management as appropriate to allow timely and informed decisions regarding financial disclosure.  Our management assessed the effectiveness of our internal control over financial reporting as of October 31, 2016. Based on this assessment, management believes that as of October 31, 2016, 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.  27      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.  Changes in Internal Control Over Financial Reporting  We have made no change in our internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  Attestation Report of the Registered Public Accounting Firm  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.  28      PART II OTHER INFORMATION  ITEM 1. LEGAL PROCEEDINGS  During the nine month periods ended October 31, 2016 and 2015, there were no legal proceedings, to which we are a party, which could have a material adverse effect on our business, financial condition or operating results and none are threatened or pending to the best of our knowledge.  ITEM 1A. RISK FACTORS  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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.  On March 18, 2016, the directors approved 100,000 shares of the Company's common stock be issued to Azur Universal Inc and were issued at $0.65 per share as per the agreement signed July 8, 2014. The amount was recorded as deposit on software acquisition under other current assets. A further 900,000 shares were issued to Azur Universal Inc to complete the acquisition of the software and were issued at $.029 per common share.  In September 2016 after accepting partial cash payment of $20,000, Investors began to call for the redemption of 8% Convertible Notes into our common stock at a conversion price of $.00121, and they elected to convert approximately $26,655 in principal amount. As a result, we issued 23,232,785 million shares of common stock, and we redeemed $41,470 in principal amounts of two eligible Convertible Notes by October 31, 2016 for $33,000 and $26,500.  ITEM 3. DEFAULTS UPON SENIOR SECURITIES  As of October 31, 2015, we were in not default under the terms of an agreement to repay $2,189, together with accrued interest at 5% per annum, to Pacific Stock Transfer in installments of $250 per month beginning on January 3, 2015. We were able to renegotiate this loan in August of this year with loan payment to commence in November, 2016.  In November 2014, the Company received $5,000 by way of an unsecured short-term loan from a non-related party for a term of nine months at 10% interest due upon repayment. The note payable and accrued interest was scheduled to be repaid on May 21, 2015. The Company was successful in obtaining an extension until December 31, 2015 upon making an interim renewal payment of $400. As of October 31, 2016, we are in default under the loan agreement. There can be no assurance that we will be able to reach any further agreement to extend or amend the terms of the agreement with this creditor or that we will be able to raise the funding necessary to repay the balances due under this agreement. The initiation of any collection action by any creditor may affect our ability to execute on our business plan.  As of October 31, 2016 we were in default of a convertible promissory note for $46,000 provided by an Investor on April 14, 2016. This note was paid off on November 15, 2016 (see subsequent events).  ITEM 4. MINE SAFETY DISCLOSURES  Not applicable to our Company.  ITEM 5. OTHER INFORMATION  None.  29      ITEM 6. EXHIBITS  EXHIBITS. The following exhibits required by Item 601 to be filed herewith are incorporated by reference to previously filed documents:  Exhibit NumberDescription3.1*Articles of Incorporation3.2*Bylaws31.1Certification of Chief Executive Officer pursuant to Section 30231.2Certification of Chief Financial Officer pursuant to Section 30231.3Certification of Principal Accounting Officer pursuant to Section 30232.1Certification of Chief Executive Officer pursuant to Section 90632.2Certification of Chief Financial Officer pursuant to Section 90632.3Certification of Principal Accounting Officer pursuant to Section 906Exhibit 101.INSXBRL Instance Document (1)Exhibit 101.SCHXBRL Taxonomy Extension Schema Document (1)Exhibit 101.CALXBRL Taxonomy Extension Calculation Linkbase Document (1)Exhibit 101.DEFXBRL Taxonomy Extension Definition Linkbase Document (1)Exhibit 101.LABXBRL Taxonomy Extension Label Linkbase Document (1)Exhibit 101.PREXBRL Taxonomy Extension Presentation Linkbase Document (1)  (1)Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.  * Previously filed with Form S-1 Registration Statement, May 23, 2012    30      SIGNATURES  In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on January 6, 2017.  APT Systems, Inc.  By:
/s/ Glenda DowieGlenda Dowie, President and Chief Executive Officer   By:
/s/ Carl HusseyCarl Hussey, Treasurer and Chief Financial Officer   Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed   below by the following person on behalf of the Registrant and in the capacity and on the date indicated.


|                  |                                                 |                
|----------------- | ----------------------------------------------- | ---------------
|/s/ Glenda Dowie  | President, Chief Executive Officer and Director | January 6, 2017
|Glenda Dowie      | Title                                           | Date           
|                  |                                                 |                
|/s/ Joseph Gagnon | Secretary, Chief Technical Officer and Director | January 6, 2017
|Joseph Gagnon     | Title                                           | Date           
|                  |                                                 |                
|/s/ Carl Hussey   | Treasurer, Chief Financial Officer and Director | January 6, 2017
|Carl Hussey       | Title                                           | Date           

31