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 ~~April~~July 3031, 2018

[ ] 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)

Delaware		99-0370904
(State or other jurisdiction		(IRS Employer File Number)

505 Montgomery Street

11th Floor

San Francisco, CA

94111

(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]
Emerging growth company	[X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

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 ~~June~~September 14, 2018, registrant had ~~322~~349,~~766~~641,~~191~~714 outstanding shares of common stock.

FORM 10-Q

APT SYSTEMS, INC.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION	PAGE
Item 1. Unaudited Financial Statements As of April 30, 2018 and for the Three Months Ended April 30, 2018 and 2017	4
Item 1. Unaudited Financial Statements As of July 31, 2018 and for the Three and Six Months Ended July 31, 2018 and 2017	4
Balance Sheets	5
Statements of Operations	6
Statements of Cash Flows	7
Notes to Unaudited Financial Statements	8
Item 2. Management’s Discussion and Analysis and Plan of Operation	1517
Item 3. Quantitative and Qualitative Disclosures About Market Risk	2023
Item 4. Controls and Procedures	2023
PART II OTHER INFORMATION
Item 1. Legal Proceedings	2124
Item 1A. Risk Factors	2124
Item 2. Properties Item 3. Unregistered Sales of Equity Securities and Use of Proceeds	- 2124
Item 4. Defaults Upon Senior Securities	2224
Item 5. Mine Safety Disclosures	2224
Item 6. Other Information	2224
Item 7. Exhibits	2325
Signatures	2426

FINANCIAL INFORMATION

Certain Terms Used in this Report

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.

ITEM 1. FINANCIAL STATEMENTS

APT Systems, Inc.

CONSOLIDATED FINANCIAL STATEMENTS

For the ~~three~~Three ~~months~~and Six Months ended ~~April~~July 3031, 2018 and 2017

~~TABLE OF CONTENTS~~(unaudited)

	Page
Consolidated Balance Sheets	5
Consolidated Statements of Operations	6
Consolidated Statements of Cash Flows	7
Notes to Consolidated Financial Statements	8

TABLE OF CONTENTS

	Page
Consolidated Balance Sheets	5

Consolidated Statements of Operations	6

Consolidated Statements of Cash Flows	7

Notes to Consolidated Financial Statements	8

APT SYSTEMS, INC.
Consolidated Balance Sheets
(Unaudited)
		April 30, 2018		January 31, 2018
ASSETS
Current Assets
Cash and cash equivalents	$	18,406	$	46,700
Trading investments		15,785		15,122
Prepaid expenses and other current assets		4,566		5,268
Deferred offering costs		21,000		-
Total current assets		59,757		67,090
Other Assets
Software and website (net of $49,045 and $41,015 accumulated amortization, respectively)		149,247		108,777
Total other assets		149,247		108,777
Total Assets	$	209,004	$	175,867
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	166,421	$	156,920
Accrued officer compensation		245,300		230,300
Convertible notes payable (net of discounts of $35,397 and $26,481)		340,603		229,519
Convertible notes payable - related party, current portion		26,276		26,276
Notes payable		69,699		74,699
Derivative liability		36,910		-
Total current liabilities		885,209		717,714
Total Liabilities		885,209		717,714
Series B and Series C Convertible Cumulative Preferred Stock; $0.001 par value		107,348		97,500
STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value, 100,000,000 authorized
Preferred A stock $0.001 par value, 1,000,000 shares designated;
1,000,000 issued and outstanding as of April 30, 2018 and January 31, 2018		1,000		1,000
Common stock $0.0001 par value, 750,000,000 shares authorized;
317,724,086 shares issued and 316,837,337 shares outstanding as of April 30, 2018 and 302,724,086 shares issued and 301,837,337 outstanding as of January 31, 2018		31,773		30,273
Additional paid-in capital		2,150,271		2,135,619
Treasury Stock, 886,749 shares at cost as of April 30, 2018 and January 31, 2018		(10,000)		(10,000)
Accumulated deficit		(2,956,597)		(2,796,239)
Total Stockholders' Deficit		(783,553)		(639,347)
Total liabilities and Stockholders' Deficit	$	209,004	$	175,867
The accompanying notes are an integral part of these unaudited consolidated financial statements

APT SYSTEMS, INC.
Consolidated Balance Sheets
(Unaudited)

			July 31, 2018		January 31, 2018
	ASSETS

	Current Assets
	Cash and cash equivalents	$	9,388	$	46,700
	Accounts receivable		326		-
	Trading investments		16,986		15,122
	Prepaid expenses and other current assets		3,056		5,268
	Deferred offering costs		21,000		-
	Total current assets		50,756		67,090

	Other Assets
	Software and website (net of $60,356 and $41,015 accumulated amortization respectively)		140,016		108,777
	Total other assets		140,016		108,777

	Total Assets	$	190,772	$	175,867

	LIABILITIES & STOCKHOLDERS' DEFICIT

	Current Liabilities
	Accounts payable and accrued expenses	$	423,554	$	156,920
	Accrued officer compensation		260,300		230,300
	Convertible notes payable (net of discounts of $26,291 and $26,481)		456,459		229,519
	Convertible notes payable - related party, current portion		26,276		26,276
	Notes payable		69,699		74,699
	Derivative liability		449,691		-
	Total current liabilities		1,685,979		717,714

	Total Liabilities		1,685,979		717,714

	Preferred B 6% Convertible Cumulative stock $0.001 par value, 1,000,000 shares authorized; 65,000 shares and 65,000 shares issued and outstanding as of July 31, 2018 and January 31, 2018, respectively		73,594		65,000

	Preferred C 12% Convertible Cumulative stock $0.001 par value, 750,000 shares authorized; 32,500 shares and 32,500 shares issued and outstanding as of July 31, 2018 and January 31, 2018, respectively		37,058		32,500

	STOCKHOLDERS' DEFICIT

	Preferred stock, $0.001 par value, 100,000,000 authorized
	Preferred A stock $0.001 par value, 1,000,000 shares designated;
	1,000,000 issued and outstanding as of July 31, 2018 and January 31, 2018		1,000		1,000
	Common stock $0.0001 par value, 750,000,000 shares authorized;
	323,652,940 shares issued and 322,766,191 shares outstanding as of July 31, 2018 and 302,724,086 shares issued and 301,837,337 outstanding as of January 31, 2018		32,365		30,273
	Additional paid-in capital		2,178,865		2,135,619
	Treasury Stock, 886,749 shares at cost as of July 31, 2018 and January 31, 2018		(10,000)		(10,000)
	Accumulated deficit		(3,808,089)		(2,796,239)
	Total Stockholders' Deficit		(1,605,859)		(639,347)

	Total liabilities and Stockholders' Deficit	$	190,772	$	175,867

APT SYSTEMS, INC.
Consolidated Statements of Operations
(Unaudited)
		Three Months Ended		Three Months Ended
		April 30, 2018		April 30, 2017
Revenue
E-book sales	$	65	$	11
Total Revenue		65		11
Cost of Revenue		-		-
Gross Profit		65		11
Operating Expenses
Amortization		8,030		5,062
Compensation to officer and directors		15,000		15,000
General and administrative		77,526		63,986
Total Operating Expenses		100,556		84,048
Net Operating Loss		(100,491)		(84,037)
Other Income (Expense)
Other income		663		103
Loss on change in derivative liability		(11,910)		-
Interest expense and amortization of debt discount		(48,620)		(6,783)
Total Other Income (Expense)		(59,867)		(6,680)
Net Loss		(160,358)		(90,717)
Dividends Applicable to Preferred Stock		(2,075)		(246)
Accretion of Preferred Stock to Redemption Values		(4,810)		-
Net Loss Applicable to Common Stockholders	$	(167,243)	$	(90,963)
Net loss per common share:
Basic and diluted	$	(0.00)	$	(0.00)
Weighted average number of
common shares outstanding:
Basic and diluted		311,644,541		238,566,153
The accompanying notes are an integral part of these unaudited consolidated financial statements

The accompanying notes are an integral part of these unaudited consolidated financial statements

APT SYSTEMS, INC.
Consolidated Statement of Cash Flows
Consolidated Statements of Operations
(Unaudited)
		~~Three Months Ended~~	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
		April 30, 2018			April 30, 2017
			July 31, 2018		July 31, 2017		July 31, 2018		July 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
	Revenue	$	7,119	$	-	$	7,184	$	11
Net loss	$	(160,358)		$	(90,717)
	Cost of Revenue		-		-		-		-
Adjustments to reconcile net loss to net cash used in operating activities:
	Gross Profit		7,119		-		7,184		11
Amortization expense		8,030			5,062
	Operating Expenses
Gain on investments		(663)			(74)
	Amortization		9,231		4,555		17,261		9,617
Loss on change in derivative liability		11,910			-
	Compensation to officer and directors		15,000		883,654		30,000		898,654
Amortization of debt discount		33,584			1,657
	General and administrative		364,315		48,351		441,841		112,337
Changes in operating assets and liabilities:
	Total Operating Expenses		388,546		936,560		489,102		1,020,608
Prepaid expenses and other current assets		702			17,141
	Net Operating Loss		(381,427)		(936,560)		(481,918)		(1,020,597)
Accounts payable and accrued expenses		9,501			27,416
	Other Income (Expense)
Accrued officer compensation		15,000			15,000
	Other income		1,201		268		1,864		371
Net cash used in operating activities		(82,294)			(24,515)
	Loss on change in derivative liability		(413,771)		-		(425,681)		-
CASH FLOWS FROM INVESTING ACTIVITIES
	Loss on settlement or modification of notes and accounts payable		(16,500)		(73,497)		(16,500)		(73,497)
Investment in software development		(48,500)			(900)
	Interest expense and amortization of debt discount		(40,995)		(18,537)		(89,615)		(25,320)
Net cash used in investing activities		(48,500)			(900)
	Total Other Income (Expense)		(470,065)		(91,766)		(529,932)		(98,446)
CASH FLOWS FROM FINANCING ACTIVITIES
	Net Loss		(851,492)		(1,028,326)		(1,011,850)		(1,119,043)
Payment of loan from director		-			(5,000)
	Dividends Applicable to Preferred Stock		(4,929)		(609)		(7,004)		(855)
Proceeds from convertible notes and short-term notes payable		132,500			-
	Accretion of Preferred Stock to Redemption Values		(1,339)		-		(6,149)		-
Payments on convertible notes payable		(25,000)			-
	Net Loss Applicable to Common Stockholders	$	(857,760)	$	(1,028,935)	$	(1,025,003)	$	(1,119,898)
Payments on notes payable		(5,000)			(660)
	Net loss per common share:
Proceeds from issuance of common and preferred shares		-			70,000
	Basic and diluted	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Net cash provided by financing activities		102,500			64,340
	Weighted average number of
Net change in cash and cash equivalents		(28,294)			38,925
	common shares outstanding:
Cash and cash equivalents at beginning of period		46,700			7,713
	Basic and diluted		322,492,947		273,091,966		317,189,282		255,987,704
Cash and cash equivalents at end of period	$	18,406		$	46,638
	The accompanying notes are an integral part of these unaudited consolidated financial statements
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for:
Interest	$	11,234		$	1,387
Income Taxes	$	-		$	-
Non-Cash Transactions
Common stock issued for stock payable	$	-		$	1,180
Common stock issued to settle notes payable	$	5,000		$	-
Payment of expenses by director	$	-		$	2,638
Common stock issued for deferred offering costs	$	21,000		$	-
Accretion of redemption value of preferred stock (Series B & Series C)	$	9,848		$	-
Debt discount created by derivative liability	$	25,000		$	-
The accompanying notes are an integral part of these unaudited consolidated financial statements

APT SYSTEMS, INC.

APT SYSTEMS, INC.
Consolidated Statement of Cash Flows
(Unaudited)

		Six Months Ended		Six Months Ended
		July 31, 2018		July 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,011,850)	$	(1,119,043)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization expense		17,261		9,617
Gain on investments		(1,864)		(343)
Loss on change in derivative liability		425,681		-
Amortization of debt discount		65,190		5,108
Loss on settlement or modification of notes and accounts payable		16,500		73,497
Stock issued for consulting services		-		868,654
Changes in operating assets and liabilities:
Accounts receivable		(326)		-
Prepaid expenses and other current assets		2,212		17,141
Accounts payable and accrued expenses		266,634		30,772
Accrued officer compensation		30,000		30,000
*Net cash used in operating activities*		(190,562)		(84,597)

CASH FLOWS FROM INVESTING ACTIVITIES
Investment in software development		(48,500)		(20,007)
*Net cash used in investing activities*		(48,500)		(20,007)

CASH FLOWS FROM FINANCING ACTIVITIES
Payment of loan from director		-		(5,000)
Issuance of convertible notes and short-term notes payable		-		50,000
Proceeds from convertible notes and short-term notes payable		232,500		-
Payments on convertible notes payable		(25,750)		(26,500)
Payments on notes payable		(5,000)		(1,320)
Proceeds from issuance of common and preferred shares		-		105,000
*Net cash provided by financing activities*		201,750		122,180

*Net change in cash and cash equivalents*		(37,312)		17,576

*Cash and cash equivalents at beginning of period*		46,700		7,713

*Cash and cash equivalents at end of period*	$	9,388	$	25,289

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for :
Interest	$	14,057	$	11,538
Income Taxes	$	-	$	-

Non-Cash Transactions
Common stock issued for stock payable	$	-	$	1,180
Common stock issued to settle notes payable	$	20,000	$	25,000
Payment of expenses by director	$	-	$	5,095
Common stock issued for deferred offering costs	$	21,000	$	-
Accretion of dividend and redemption value of preferred stock (Series B & Series C)	$	13,152	$	-
Settlement of derivative liability	$	17,490	$	-
Debt discount created by derivative liability	$	41,500	$	-


The accompanying notes are an integral part of these unaudited consolidated financial statements

~~NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS~~7

~~FOR~~APT ~~THE THREE MONTHS ENDED APRIL 30~~SYSTEMS, ~~2018 AND 2017~~INC.

~~NOTE~~NOTES 1TO -CONSOLIDATED ~~NATURE~~UNAUDITED OFFINANCIAL ~~OPERATIONS~~STATEMENTS

~~APT~~FOR ~~Systems,~~THE ~~Inc.~~THREE ~~(“APT~~AND ~~Systems”,~~SIX ~~“the~~MONTHS ~~Company”,~~ENDED ~~“We”~~JULY ~~or “Us”) was incorporated in the State of Delaware on October 29~~31, ~~2010~~2018 ~~(“Inception”)~~AND to operate as a Fintech Company to engage in the creation of innovative and intuitive trading platforms, financial apps and visualization solutions for charting the financial markets. Utilizing real time and delayed data networks along with graphic techniques pioneered in the gaming industry, APT’s solutions can speak to the mobile needs to be demanded by the next generation of traders. While management works to deliver its mobile trading platforms, it also is strategically acquiring other compatible software or financial businesses which demonstrate strong growth potential. After we identify prospective acquisition opportunities we then continue with due diligence efforts that will and do include testing software performance and within funded external trading accounts as necessary. In this third quarter, the Company continued its development of separate native charting apps branded as KenCharts.2017

InNOTE ~~the~~1 ~~third~~- ~~quarter~~NATURE ofOF fiscal 2017, the company launched a wholly owned Delaware subsidiary Snapt Games, Inc. on August 4, 2017. Management admires graphic techniques used in the gaming industry and wants to selectively introduce these to its charting tools and platforms. The company acquired its first game app for $3,500 and rebranded it Chick Chick Boom and in September released the app worldwide. In November, the company formally launched its second game called Hogg Wild.OPERATIONS

OnAPT ~~September 1~~Systems, ~~2017~~Inc. (“APT Systems”, “the Company”, ~~formed~~“We” ~~and~~or “Us”) was incorporated in the State of Delaware on October 29, 2010 (“Inception”) to operate as a ~~second~~Fintech ~~wholly~~Company ~~owned~~to ~~subsidiary~~engage ~~named~~in ~~RCPS~~the ~~Management~~creation of innovative and intuitive trading platforms, ~~Inc~~financial apps and visualization solutions for charting the financial markets. Utilizing real time and delayed data networks along with graphic techniques pioneered in ~~Colorado.~~the ~~This~~gaming ~~company~~industry, ~~will~~APT’s ~~concentrate~~solutions oncan speak to the ~~development~~mobile needs to be demanded by the next generation of ~~payment~~traders. While management works to deliver its mobile trading platforms, it also is strategically acquiring other compatible software or financial businesses which demonstrate strong growth potential. After we identify prospective acquisition opportunities we then continue with due diligence efforts that will and ~~escrow~~do ~~systems~~include ~~under~~testing software performance and within funded external trading accounts as necessary. In this third quarter, the ~~brand~~Company ~~Verifundr~~continued its development of separate native charting apps branded as KenCharts.

~~During~~In the third quarter ~~ending~~of ~~April~~fiscal 302017, ~~2018,~~ the ~~Company~~company ~~acquired~~launched a ~~novelty~~wholly ~~app~~owned ~~for~~Delaware ~~$36,000.~~subsidiary ~~Apple~~Snapt ~~deducts~~Games, aInc. ~~30%~~on ~~handling~~August ~~fee~~4, ~~and~~2017. ~~there~~Management ~~are~~admires ~~modest~~graphic ~~marketing~~techniques ~~costs~~used toin ~~maintain~~the ~~this~~gaming ~~income~~industry ~~stream~~and ~~for~~wants ~~Snapt~~to ~~Games.~~selectively ~~The~~introduce ~~Company~~these ~~analyzed~~to ~~the~~its ~~acquisition~~charting intools ~~accordance with ASC 805~~ and ~~determined~~platforms. itThe tocompany beacquired aits ~~group~~first ofgame ~~similar~~app ~~identifiable~~for ~~asset~~$3,500 and asrebranded ~~such~~it isChick ~~being~~Chick ~~accounted~~Boom ~~for~~and asin anSeptember ~~asset~~released ~~acquisition~~the app worldwide. ~~The~~In ~~Company~~November, isthe ~~working~~company onformally launched its ~~third~~second game ~~app~~called ~~intended~~Hogg ~~for release before the end of June 2018~~Wild.

~~NOTE~~On 2September -1, ~~GOING~~2017, ~~CONCERN~~the ~~AND~~Company ~~LIQUIDITY~~formed and incorporated a second wholly owned subsidiary named RCPS Management, Inc. in Colorado. This company will concentrate on the development of payment and escrow systems under the brand Verifundr.

AsDuring ofthe quarter ended April 30, 2018, the Company ~~had~~acquired ~~cash~~a ofnovelty app for $1836,~~406,~~000. ~~insufficient~~Apple ~~revenue~~deducts a 30% handling fee and there are modest marketing costs to ~~meet~~maintain ~~its~~this ~~ongoing~~income ~~operating~~stream ~~expenses,~~for ~~liabilities~~Snapt ofGames. ~~$885,209,~~The ~~accumulated~~Company ~~losses~~analyzed ofthe ~~$2,956,597~~acquisition in accordance with ASC 805 and adetermined ~~shareholders’~~it ~~deficit~~to be a group of ~~$783,553~~similar identifiable asset and as such is being accounted for as an asset acquisition. The Company has ~~not,~~completed asinitial ~~yet~~work ~~generated~~on ~~significant~~its ~~revenues~~third asgame app and its ~~key~~Candy ~~products~~Chefs ~~are~~game ~~still~~was ~~under~~released ~~development~~on June 28, 2018.

~~The~~NOTE ~~financial~~2 ~~statements~~- ~~for~~GOING ~~the~~CONCERN ~~year~~AND ended April 30, 2018 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.LIQUIDITY

~~These~~As ~~financial~~of ~~statements~~July do31, ~~not~~2018, ~~include~~the ~~any~~Company ~~adjustments~~had ~~relating~~cash of $9,388, insufficient revenue to ~~the~~meet ~~recoverability~~its ~~and~~ongoing ~~classification~~operating expenses, liabilities of ~~assets~~$1,685,979, ~~and~~accumulated ~~liabilities~~losses ~~that~~of ~~may~~$3,808,089 beand ~~necessary~~a ifshareholders’ ~~the~~deficit of $1,605,859. The Company ishas ~~unable~~not, toas ~~continue~~yet generated significant revenues as aits ~~going~~key ~~concern~~products are still under development.

~~NOTE~~The 3financial -statements ~~SUMMARY~~for OFthe ~~SIGNIFICANT~~period ~~ACCOUNTING~~ended ~~POLICIES~~July 31, 2018 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.

~~Basis~~These financial statements do not include any adjustments relating to the recoverability and classification of ~~Presentation~~assets and liabilities that may be necessary if the Company is unable to continue as a going concern.

~~The~~NOTE ~~accompanying~~3 ~~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~~SUMMARY ~~Article~~OF 8SIGNIFICANT ofACCOUNTING 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 three month ended April 30, 2018 are not necessarily indicative of the final results that may be expected for the year ended January 31, 2019. 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, 2018 included in our Form 10-K filed with the SEC. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. POLICIES

8Basis of Presentation

The accompanying unaudited financial statements of APT ~~SYSTEMS~~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, ~~INC~~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 three and six months ended July 31, 2018 are not necessarily indicative of the final results that may be expected for the year ended January 31, 2019. 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, 2018 included in our Form 10-K filed with the SEC. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.

~~NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS~~8

~~FOR~~APT ~~THE THREE MONTHS ENDED APRIL 30~~SYSTEMS, ~~2018 AND 2017~~INC.

~~NOTE~~NOTES 3TO -CONSOLIDATED ~~SUMMARY~~UNAUDITED OFFINANCIAL ~~SIGNIFICANT ACCOUNTING POLICIES (continued)~~STATEMENTS

~~Reclassifications~~FOR THE THREE AND SIX MONTHS ENDED JULY 31, 2018 AND 2017

~~Certain~~NOTE ~~reclassifications~~3 ~~have~~- ~~been~~SUMMARY ~~made~~OF toSIGNIFICANT ~~the~~ACCOUNTING ~~prior~~POLICIES ~~periods to conform to the current period presentation.~~(CONTINUED)

~~NOTE~~Recently 4issued -accounting ~~RELATED PARTY TRANSACTIONS~~pronouncements

~~Effective~~Compensation—Stock ~~November~~Compensation: 1On June 20, ~~2013~~2018, the ~~Company~~FASB ~~began~~issued toASU ~~accrue~~No. a2018-07, ~~monthly~~Compensation—Stock ~~salary~~Compensation of(Topic ~~$5,000~~718) ~~per~~- ~~month~~Improvements ~~for~~to ~~the~~Nonemployee ~~CEO~~Share-Based ~~and~~Payment ~~President~~Accounting, onwhich analigns ~~ongoing~~the ~~basis.~~accounting ~~Accrued~~for ~~officer~~share-based ~~compensation~~payment asawards ofissued ~~April~~to ~~30,~~employees ~~2018~~ and ~~January~~nonemployees. ~~31,~~Under ~~2018~~ASU ~~was $245,300 and $230,300, respectively~~No. ~~As resolved~~2018-07, the ~~accrued~~existing ~~compensation~~employee guidance will ~~only~~apply beto ~~paid~~nonemployee ~~after~~share-based ~~January~~transactions 1,(as ~~2018~~long as ~~and when~~ the ~~directors~~transaction ~~decide~~is ~~the~~not ~~Company~~effectively ~~has~~a ~~sufficient~~form ~~liquidity~~of ~~to pay some~~financing), orwith ~~all,~~the exception of ~~the~~specific ~~amounts~~guidance ~~accrued~~related into ~~cash~~the orattribution byof ~~issuing~~compensation ~~shares~~cost. The ~~President~~cost of ~~the~~nonemployee ~~Company~~awards ~~can~~will ~~also~~continue ~~consider~~to ~~submitting~~be arecorded ~~request~~as toif the ~~Board~~grantor ofhad ~~Directors~~paid cash for ~~permission~~the togoods ~~convert~~or ~~some,~~services. orIn ~~all~~addition, ofthe ~~her~~contractual ~~accrued~~term ~~compensation~~will ~~into~~be ~~shares~~able ofto ~~the~~be ~~Company’s~~used ~~common~~in ~~stock~~lieu onof ~~payments~~an ~~due~~expected ~~above~~term ofin ~~$170,300,~~the ~~but~~option-pricing ~~only~~model ~~after~~for ~~January~~nonemployee ~~1, 2019~~awards. The ~~share~~Company ~~price~~elected ~~considerations~~to ~~will~~early beadopt ~~either~~this ~~the~~standard ~~publicly~~in ~~quoted~~the ~~share~~second ~~price,~~quarter ~~when~~of ~~such~~fiscal a2019. ~~publicly~~The ~~quoted~~adoption ~~price~~had isno ~~available;~~impact oron ~~equal to or above~~ the ~~last cash price the~~ Company’s ~~recorded~~historic ~~for~~financial ~~the sale of its common shares to third parties~~statements.

~~NOTE 5 – SOFTWARE AND WEBSITE~~Reclassifications

~~The~~Certain ~~Company~~reclassifications ~~has~~have ~~software~~been ~~that~~made itto ~~uses for~~ the ~~development~~prior ~~of certain mobile applications. The Company recorded amortization expense of $8,030 and 18,724 for the~~ periods ~~ended~~to ~~April~~conform ~~30,~~to ~~2018 and January 31, 2018, respectively. No impairment was recorded for~~ the ~~periods~~current ~~ended~~period ~~April 30, 2018 and January 31, 2018~~presentation.

		April 30, 2018		January 31, 2018
Charting software	$	102,705	$	102,705
Ken Chart Native Apps		57,507		45,007
Website		2,080		2,080
ThemeZone		36,000		-
		198,292		149,792
Accumulated amortization		(49,045)		(41,015)
Net book value	$	149,247	$	108,777

NOTE 4 - RELATED PARTY TRANSACTIONS

~~NOTE~~Effective 6November -1, ~~CONVERTIBLE~~2013, ~~NOTE~~the ~~PAYABLE~~Company began to accrue a monthly salary of $5,000 per month for the CEO and President on an ongoing basis. Accrued officer compensation as of July 31, 2018 and January 31, 2018 was $260,300 and $230,300, 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, 2019. 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.

~~Noteholder~~NOTE 15 – SOFTWARE AND WEBSITE

OnThe ~~January 8, 2014, the~~ Company ~~issued~~has ansoftware ~~unsecured convertible note to one investor (as~~ that ~~term~~it isuses ~~defined~~for ~~under~~ the ~~Securities~~development ~~Act~~ of ~~1933,~~certain asmobile ~~amended)~~applications. inThe ~~the~~Company ~~aggregate~~recorded ~~amount~~amortization expense of $5017,~~000.~~261 ~~This convertible note accrues interest at the rate of 19% per annum~~ and ~~is convertible at~~ $~~0.0001.~~9,617 ~~The~~for ~~Company secured an initial extension of~~ the ~~convertible~~six ~~note~~months toended ~~January~~July 2931, ~~2015~~2018 and ~~subsequently obtained a further extension to December 31~~2017, ~~2016~~respectively. ~~The~~No ~~note~~impairment ~~has~~was ~~been~~recorded ~~reduced~~for ~~to $28,500 through~~ the ~~sales of part of the debt to unrelated third parties in prior~~ periods asended ofJuly ~~January~~ 31, 2018 and ~~April~~January 3031, 2018.

The Company is currently in discussions with the lender to further extend the maturity date. The note has been verbally extended, we are working to document the extension in writing. Until such time as that is completed the note is considered past due.

		July 31, 2018		January 31, 2018
Charting software	$	102,705	$	102,705
Ken Chart Native Apps		57,507		45,007
Website		2,080		2,080
ThemeZone		36,000		-
		198,292		149,792
Accumulated amortization		(58,276)		(41,015)
Net book value	$	140,016	$	108,777

~~During~~NOTE ~~the~~6 ~~quarter~~- ~~ending~~CONVERTIBLE ~~January~~NOTE ~~31, 2018, the noteholder sold $5,000 of this note to an unrelated party. During the quarter ending April 30, 2018, this note was converted to 10,000,000 shares of common stock.~~PAYABLE

OnNoteholder 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 and is further renewable. Also, the lender has the right to convert the principal and accrued interest into shares of the Company’s common stock at $0.01 cents. The Company is currently in discussions with the lender to further extend the maturity date. The note has been verbally extended, we are working to document the extension in writing. Until such time, as that is completed, the note is considered past due.1

9On January 8, 2014, the Company issued an unsecured convertible note to one 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 at $0.0001. 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 reduced to $28,500 through the sales of part of the debt to unrelated third parties in prior periods as of January 31, 2018 and July 31, 2018.

~~APT~~The ~~SYSTEMS~~Company is currently in discussions with the lender to further extend the maturity date. The note has been verbally extended, ~~INC~~we are working to document the extension in writing. Until such time as that is completed the note is considered past due.

~~NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS~~9

~~FOR~~APT ~~THE THREE MONTHS ENDED APRIL 30~~SYSTEMS, ~~2018 AND 2017~~INC.

~~NOTE~~NOTES 6TO -CONSOLIDATED ~~CONVERTIBLE~~UNAUDITED ~~NOTE~~FINANCIAL ~~PAYABLE (continued)~~STATEMENTS

~~Noteholder~~FOR 2THE THREE AND SIX MONTHS ENDED JULY 31, 2018 AND 2017

OnNOTE ~~October~~6 ~~2, 2015, the Company received $12,500 by way of an unsecured short~~-~~term~~ ~~loan~~CONVERTIBLE ~~from~~NOTE aPAYABLE 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 was equal to the fair market value of the Company’s common stock on the date of issuance or $0.20 per share. This loan has been extended until October 1, 2017. This note is currently in default and Management is working with the lender to resolve the best path to retire this debt.(CONTINUED)

OnDuring ~~June~~the 8quarter ended January 31, 2018, the ~~Company~~noteholder ~~entered~~sold ~~into~~$5,000 aof this note ~~amendment~~ to ~~extend~~an ~~the~~unrelated ~~maturity~~party. ~~date~~During of the ~~note~~quarter toended ~~July~~April 730, 2018~~. In addition~~, ~~with~~this ~~the~~note ~~amendment,~~was aconverted ~~payment~~to of10,000,000 ~~$750~~shares ~~was~~of ~~made~~common ~~towards the debt~~stock.

~~Noteholder~~On 3April 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 and is further renewable. Also, the lender has the right to convert the principal and accrued interest into shares of the Company’s common stock at $0.01 cents. The Company is currently in discussions with the lender to further extend the maturity date. The note has been verbally extended, we are working to document the extension in writing. Until such time, as that is completed, the note is considered past due.

OnNoteholder August 28, 2017 the Company received proceeds of $44,500 related to a convertible note payable of $50,000. The note is due and payable twelve months from the issuance date and bears interest at 8% per annum with an original issuance discount of $5,500. If the Note is 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.2

On ~~February~~October 252, ~~2018~~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 toand ~~the~~payable ~~variable~~on ~~conversion~~October ~~feature~~1, 2016. Also, the ~~note~~lender ~~conversion~~has ~~feature~~the ~~was~~right ~~bifurcated~~to ~~from~~convert the ~~note~~principal and ~~recorded~~accrued asinterest ainto ~~derivative~~shares ~~liability.~~of ~~The~~the ~~day~~Company’s ~~one~~common ~~derivative~~stock. ~~liability~~The conversion rate was ~~$73,612~~equal ~~resulting~~to inthe afair ~~discount~~market value of ~~$25,000~~the Company’s common stock on the ~~note~~date ~~payable~~of ~~and~~issuance aor ~~day~~$0.20 ~~one~~per ~~loss~~share. ofThis ~~$48~~loan has been extended until October 1,~~612~~ 2017. InThis ~~conjunction~~note ~~with~~is ~~this~~currently ~~derivative~~in ~~liability~~default ~~other~~and ~~convertible~~Management ~~instruments~~is ~~were~~working ~~evaluated~~with ~~for~~the ~~derivative~~lender ~~liability~~to ~~treatment~~resolve the best path to retire this debt.

During the ~~quarter~~six ~~ending~~months ~~April~~ended 30July 31, 2018, a payment of $~~35,000~~750 was made toon the ~~debt~~note ~~holder~~bringing ~~with $25,000 being applied to~~ the ~~principal~~ balance ~~and~~down ~~the remaining~~ to ~~fees related to a temporary agreement to remove the conversion feature from the instrument. The fees were included in interest expense on the Statement of Operations. As of April 30~~$11, ~~2018 the remaining balance is convertible in accordance with the terms of the original agreement~~750.

Noteholder 43

~~The~~On ~~Company~~August ~~entered~~28, ~~into~~2017, anthe ~~agreement~~Company onreceived ~~November~~proceeds 14of $44,500 ~~2017~~related ~~for~~to a ~~new~~ convertible note ~~for~~payable of $~~155~~50,000. The note is due and payable ~~six~~twelve months from the issuance date and bears interest at 08% per annum with an original issuance discount of $~~25,000 plus $~~5,~~000 of legal fees due at closing~~500. If the Note is paid off prior to the due date, the Company is required to pay the face amount plus a scaled penalty ofranging 25from 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 1510 trading days.

On ~~May~~February 1425, 2018, due to the ~~Company~~variable ~~amended~~conversion ~~this~~feature ~~agreement~~the tonote ~~extend~~conversion feature was bifurcated from the ~~maturity~~note ~~date~~and torecorded ~~July~~as ~~14,~~a ~~2018~~derivative ~~and~~liability. The day one derivative liability was ~~charged~~$73,612 resulting in a ~~few~~discount of $1125,000 ~~that~~on ~~was~~the ~~added~~note topayable ~~the~~and a day one loss of $48,612. In conjunction with this derivative liability other convertible ~~note~~instruments ~~balance~~were evaluated for derivative liability treatment.

~~Subsequently,~~During onthe ~~May~~quarter 18ended April 30, 2018, ~~the~~a ~~holder~~payment ~~opted~~of $35,000 was made to ~~convert~~the debt holder with $1525,000 ofbeing ~~debt~~applied ~~into~~to ~~5,928,854~~the ~~shares~~principal ofbalance ~~common~~and ~~stock~~the inremaining ~~accordance~~to ~~with~~fees related to a temporary agreement to remove the ~~terms~~conversion offeature from the ~~extended~~instrument. ~~agreement~~The ~~and~~fees ~~provided~~were ~~its~~included ~~request~~in ~~with~~interest ~~documents~~expense toon the ~~transfer~~Statement ~~agent~~of onOperations. ~~May~~As of July 31, 2018 the remaining balance is convertible in accordance with the terms of the original agreement.

Noteholder 54

The Company ~~had~~entered ~~executed~~into ~~three~~an ~~lending~~agreement ~~arrangements~~on ~~with~~November ~~a related party~~14, ~~affiliated~~2017 tofor ~~the~~a ~~CEO~~new ofconvertible ~~the~~note ~~company~~for $155,000. The ~~effective~~note ~~dates~~is ofdue ~~the~~and ~~loans~~payable ~~are~~six ~~November~~months ~~24,~~from ~~2015,~~the ~~December~~issuance 8,date ~~2015~~ and ~~January~~bears ~~14,~~interest ~~2016.~~at ~~The~~0% ~~loan~~per ~~amounts~~annum ~~are~~with an original issuance discount of $325,000, ~~$16,121~~plus ~~and~~ $15,~~500,~~000 ~~respectively,~~of ~~with~~legal ~~interest~~fees ~~accruing~~due at 5%closing. ~~per~~If ~~annum.~~the ~~Repayment~~Note is inpaid ~~one~~off ~~lump~~prior ~~sum~~to the due ~~and~~date, ~~payable~~the onCompany oris ~~before~~required ~~December~~to ~~31,~~pay ~~2018,~~the ~~December~~face ~~31,~~amount ~~2018~~plus ~~and~~a ~~January~~penalty 31of 25%. Also noted, ~~2019~~after 181 days from the issuance date, ~~respectively~~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 15 trading days.

~~The~~On ~~Company~~May ~~has~~14, ~~executed~~2018, ~~two additional notes with~~ the ~~same~~Company ~~related~~amended ~~party.~~this ~~The~~agreement ~~effective~~to ~~dates~~extend of the ~~additional~~maturity ~~loans~~date ~~are~~to ~~March~~July 1014, ~~2016~~2018 and ~~March~~was ~~15,~~charged ~~2016~~$11,000. ~~The~~On ~~loan~~July ~~amounts are $2~~14,~~770~~ ~~and $2~~2018,~~885,~~ ~~respectively,~~the ~~with~~Company ~~interest~~amended ~~accruing~~this atagreement 5%to ~~per~~extend ~~annum.~~the ~~Repayment~~maturity isdate into ~~one~~August ~~lump~~14, ~~sum~~2018 ~~due~~ and ~~payable~~was oncharged ~~or before January 31~~$5, ~~2019~~500. ~~All~~Each ~~notes~~of ~~are~~these ~~convertible,~~extension atfees ~~the~~were ~~holder’s~~charged ~~request,~~to ~~into~~loss ~~shares~~on ofmodification ~~the Company’s common stock at the rate~~ of ~~$9.50~~convertible ~~per~~notes ~~share~~payable.

AsOn ofMay ~~April 30~~14, 2018, ~~and~~the ~~January~~note 31holder converted $15,000 ~~2018~~of ~~and~~the ~~2017~~note into 5,928,854 shares of stock in accordance with the conversion terms. As a result of the conversion $2617,~~276~~490 of the derivative liability was ~~outstanding~~reclassified to additional paid in capital.

APT SYSTEMS, INC.

NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED ~~APRIL~~JULY 3031, 2018 AND 2017

NOTE 6 - CONVERTIBLE NOTE PAYABLE (~~continued~~CONTINUED)

~~Noteholder~~On May 14, 2018, due to the variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative liability. The day one derivative liability was $384,016 and recorded as a day one loss due to the note being fully matured. The conversion features related to the increase in the principal balances of $11,000 and $5,500 were also bifurcated from the note and recorded as a derivative liability. Related to the May 14, 2018 amendment, the day one derivative liability was $17,808 resulting in a discount of $11,000 on the note payable and a day one loss of $6,808. Related to the July 14, 2018 amendment, the day one derivative liability was $5,970 resulting in a discount of $5,500 on the note payable and a day one loss of $470.

~~The~~Noteholder Company entered into an agreement with an accredited investor on April 4, 2018 for a new convertible note for $150,000. The note is due and payable twelve months from the issuance date and bears interest at 8% per annum with an original issuance discount of $15,000 plus $2,500 of legal fees due at closing. If the Note is paid off prior to the due date, the Company is required to pay the face amount plus a penalty up to 50% depending on the timing. Also noted, after 181 days from the issuance date, the Note becomes convertible into the shares of the Company’s common stock. The conversion rate is equal to the lower of $0.006 or 55% of the market price during the previous 12 trading days.5

~~Summary~~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 ~~following~~Company ~~table~~has ~~summarizes~~executed ~~all~~two ~~convertible~~additional notes ~~outstanding~~with asthe same related party. The effective dates of ~~April~~the 30additional loans are March 10, ~~2018~~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, ~~2018:~~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.

Holder				Carrying Value
Third Parties	Issue Date	Due Date		April 30, 2018		January 31, 2018
Noteholder 1a	1/8/2014	Past Due	$	28,500	$	28,500
Noteholder 1b	4/23/2015	Past Due		5,000		5,000
Noteholder 1c	11/27/2017	Past Due		-		5,000
Noteholder 2	10/2/2015	Past Due		12,500		12,500
Noteholder 3	8/28/2017	8/28/2018		25,000		50,000
Noteholder 4	11/14/2017	5/14/2018		155,000		155,000
Noteholder 6	4/4/2018	4/4/2019		150,000		-
Related Parties
Noteholder 5a	11/23/2015	12/31/2018		3,000		3,000
Noteholder 5b	12/8/2015	12/31/2018		16,121		16,121
Noteholder 5c	1/12/2016	1/31/2019		1,500		1,500
Noteholder 5d	3/10/2016	1/31/2019		2,770		2,770
Noteholder 5e	3/15/2016	1/31/2019		2,885		2,885
Total Convertible Notes Payable				402,276		282,276
Less: net discount on convertible notes payable				(35,397)		(26,481)
Less, current portion				(366,879)		(255,795)
Long term portion of convertible notes payable			$	-	$	-

As of July 31, 2018 and January 31, 2018 and 2017, $26,276 was outstanding.

~~NOTE~~Noteholder ~~7 - NOTES PAYABLE~~6

~~Noteholder~~The 1Company entered into an agreement with an accredited investor on April 4, 2018 for a new convertible note for $150,000. The note is due and payable twelve months from the issuance date and bears interest at 8% per annum with an original issuance discount of $15,000 plus $2,500 of legal fees due at closing. If the Note is paid off prior to the due date, the Company is required to pay the face amount plus a penalty up to 50% depending on the timing. Also noted, after 181 days from the issuance date, the Note becomes convertible into the shares of the Company’s common stock. The conversion rate is equal to the lower of $0.006 or 55% of the market price during the previous 12 trading days.

OnNoteholder ~~August~~7 12, 2016, we borrowed $26,000 from an investor, being a non-convertible note at 5% interest, as a short-term loan to facilitate cash flow. The loan became due December 31, 2017 and is currently in default.

OnThe ~~September~~Company 21entered into an agreement on May 18, ~~2016~~2018 for a new convertible note for $43,000 weand ~~borrowed~~received cash proceeds of $2540,~~909~~000. ~~from~~The annote ~~investor~~is due and payable on February 28, ~~being~~2019 aand ~~non-convertible~~bears ~~note~~interest at 58% ~~interest~~per annum. If the Note is paid off prior to the due date, asthe Company is required to pay the face amount plus a ~~short-term~~penalty ~~loan~~up to ~~facilitate~~42% ~~cash~~depending ~~flow~~on when it is prepaid. ~~The~~Also ~~loan~~noted, ~~became~~after ~~due~~181 ~~December~~days 31from the issuance date, ~~2017~~the ~~and~~Note is ~~currently~~convertible ininto ~~default~~the shares of the Company’s common stock. The conversion rate is equal to the greater of 58% of the average of the two lowest trading prices during the previous 15 trading days or $0.00008.

~~Noteholder~~The 2Company entered into an additional agreement with this party on June 15, 2018 for a new convertible note for $63,000 and received cash proceeds of $60,000. The note is due and payable on March 30, 2019 from the issuance date and bears interest at 8% per annum. If the Note is paid off prior to the due date, the Company is required to pay the face amount plus a penalty up to 42% depending on when it is prepaid. 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 58% of the average of the two lowest trading prices during the previous 15 trading days.

11APT SYSTEMS, INC.

~~APT~~NOTES ~~SYSTEMS,~~TO ~~INC.~~CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

~~NOTES~~FOR TOTHE ~~CONSOLIDATED~~THREE ~~UNAUDITED~~AND ~~FINANCIAL~~SIX ~~STATEMENTS~~MONTHS ENDED JULY 31, 2018 AND 2017

~~FOR~~NOTE ~~THE~~6 ~~THREE~~- ~~MONTHS~~CONVERTIBLE ~~ENDED~~NOTE ~~APRIL~~PAYABLE ~~30, 2018 AND 2017~~(CONTINUED)

~~NOTE 7 - NOTES PAYABLE (continued)~~Summary

~~Noteholder~~The 3following table summarizes all convertible notes outstanding as of July 31, 2018 and January 31, 2018:

The Company had executed short-term lending arrangements with a non-related party. The effective dates of the loans are June 22, 2015, June 27, 2015 and September 22, 2015. The loan amounts are $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, 2015 through January 31, 2016. The outstanding notes were extended to September and December 2016. The Company is currently in discussions with the lender to further extend the maturity date. Until such time that is completed, the note is considered past due.

Holder				Carrying Value
*Third Parties*	Issue Date	Due Date		July 31, 2018		January 31, 2018
Noteholder 1a	1/8/2014	Past Due	$	28,500	$	28,500
Noteholder 1b	4/23/2015	Past Due		5,000		5,000
Noteholder 1c	11/27/2017	Past Due		-		5,000
Noteholder 2	10/2/2015	Past Due		11,750		12,500
Noteholder 3	8/28/2017	8/28/2018		25,000		50,000
Noteholder 4	11/14/2017	8/14/2018		156,500		155,000
Noteholder 6	4/4/2018	4/4/2019		150,000		-
Noteholder 7a	5/18/2018	2/28/2019		43,000		-
Noteholder 7b	6/15/2018	3/30/2019		63,000		-
Related Parties
Noteholder 5a	11/23/2015	12/31/2018		3,000		3,000
Noteholder 5b	12/8/2015	12/31/2018		16,121		16,121
Noteholder 5c	1/12/2016	1/31/2019		1,500		1,500
Noteholder 5d	3/10/2016	1/31/2019		2,770		2,770
Noteholder 5e	3/15/2016	1/31/2019		2,885		2,885

Total Convertible Notes Payable				509,026		282,276
Less: net discount on convertible notes payable				(26,291)		(26,481)
Less, current portion				(482,735)		(255,795)
Long term portion of convertible notes payable			$	-	$	-

~~Noteholder~~NOTE 47 - NOTES PAYABLE

~~One~~Noteholder 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 was payable on or before June of 2017. The note was not paid and is now considered past due.1

~~Noteholder~~On August 12, 2016, we borrowed $26,000 from an investor, being a non-convertible note at 5% interest, as a short-term loan to facilitate cash flow. The loan became due December 31, 2017 and is currently in default.

~~The~~On ~~Company~~September ~~entered into a stock transfer agency agreement dated November 19~~21, ~~2014 with Pacific Stock Transfer. As part of the agreement~~2016, ~~amounts~~we ~~owed~~borrowed ~~to the Company’s previous stock transfer agent of~~ $725,~~430~~909 ~~were~~from ~~paid~~an ~~by Pacific Stock Transfer~~investor, ofbeing ~~which~~a ~~$2,189~~non-convertible isnote ~~to be repaid to Pacific Stock Transfer by the Company in installments of $250 per month beginning on January 3, 2015. Interest~~ at 5% ~~per annum accrues on the unpaid balance of the loan for each month. As of January 31~~interest, ~~2018, we are not in default under this loan agreement~~ as ina ~~August~~short-term ~~2016 we renegotiated the terms for this~~ loan ~~and~~to ~~interest~~facilitate ~~payment~~cash ~~commenced in November 2016~~flow. AsThe ofloan ~~April~~became ~~30,~~due ~~2018~~December ~~and January~~ 31, ~~2018~~2017 ~~the~~and ~~balance~~is ~~due~~currently ~~was~~in ~~$3,140~~default.

~~The~~Noteholder ~~following table summarizes all notes outstanding as of April 30, 2018 and January 31, 2018:~~2

Holder				Carrying Value
Third Parties	Issue Date	Due Date		April 30, 2018		January 31, 2018
Noteholder 1a	8/12/2016	Past Due	$	26,000	$	26,000
Noteholder 1b	9/21/2016	Past Due		25,909		25,909
Noteholder 2	11/7/2014	Past Due		-		5,000
Noteholder 3a	6/17/2015	Past Due		3,000		3,000
Noteholder 3b	6/28/2015	Past Due		2,700		2,700
Noteholder 3c	9/22/2015	Past Due		1,950		1,950
Noteholder 4	6/15/2016	Past Due		7,000		7,000
Noteholder 5	8/11/2016	8/11/2018		3,140		3,140
Total Notes Payable			$	69,699	$	74,699

On November 20, 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 January 31, 2018, we are default under the loan agreement. The principle of the note was paid back during the quarter ending April 30, 2018 and accrued interest was repaid during the quarter ended July 31, 2018. Interest adjustments of $ 246.64 were paid in September. The lender continues to demand additional payments, in an amount not to exceed $2,000, which remains in dispute.

~~NOTE~~Noteholder ~~8 - DERIVATIVE LIABILITIES~~3

AsThe ~~discussed~~Company inhad ~~Note~~executed 6short-term –lending ~~Convertible~~arrangements ~~Notes~~with ~~Payable,~~a ~~the~~non-related ~~Company~~party. ~~analyzed~~The ~~the~~effective ~~conversion~~dates ~~feature~~ of the ~~agreement~~loans ~~for~~are ~~derivative~~June ~~accounting~~22, ~~consideration~~2015, ~~under~~June ~~ASC~~27, ~~815-15~~2015 ~~“Derivatives~~ and ~~Hedging”~~September ~~and~~22, ~~determined~~2015. ~~that~~The ~~the~~loan ~~embedded~~amounts ~~conversion~~are ~~features~~$3,000, ~~should~~$2,700 beand ~~classified~~$1,950, asrespectively, awith ~~derivative~~interest ~~because~~accruing ~~the~~at ~~exercise~~5% ~~price~~per ofannum. ~~these~~Repayment ~~convertible~~is ~~notes~~in ~~are~~one ~~subject~~lump tosum adue ~~variable~~and ~~conversion~~payable ~~rate.~~on ~~The~~or ~~Company~~before ~~has~~December ~~determined~~4, ~~that~~2015 ~~the~~through ~~conversion~~January ~~feature~~31, is2016. ~~not~~The ~~considered~~outstanding tonotes bewere ~~solely~~extended ~~indexed~~ to ~~the~~September ~~Company’s own stock~~ and isDecember ~~therefore~~2016. ~~not~~The ~~afforded~~Company ~~equity~~is ~~treatment.~~currently Asin adiscussions ~~result~~with of the ~~variable~~lender ~~conversion~~to ~~feature~~further onextend ~~this note,~~ the ~~related~~maturity ~~party notes 5a through 5e disclosed in Note 6 – Convertible Notes Payable were considered tainted~~date. InUntil ~~accordance~~such ~~with~~time ACthat ~~815~~is completed, the ~~Company has bifurcated the conversion feature of the~~ note ~~and~~is ~~recorded~~considered apast ~~derivative liability~~due.

The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked- to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model.12

12APT SYSTEMS, INC.

~~APT~~NOTES ~~SYSTEMS,~~TO ~~INC.~~CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

~~NOTES~~FOR TOTHE ~~CONSOLIDATED~~THREE ~~UNAUDITED~~AND ~~FINANCIAL~~SIX ~~STATEMENTS~~MONTHS ENDED JULY 31, 2018 AND 2017

~~FOR~~NOTE ~~THE~~7 ~~THREE~~- ~~MONTHS~~NOTES ~~ENDED~~PAYABLE ~~APRIL 30, 2018 AND 2017~~(CONTINUED)

~~NOTE~~Noteholder ~~8 - DERIVATIVE LIABILITIES (continued)~~4

~~The~~One ~~fair value~~ of the ~~embedded~~trader ~~derivatives~~agreements ~~for~~included ~~the~~monthly ~~note~~compensation ~~was~~and ~~determined~~to ~~using~~this ~~the~~end, ~~Black-Scholes~~part ~~option~~of ~~pricing model based on~~ the ~~following~~fees ~~assumptions~~were ~~during~~paid ~~the~~in ~~three~~cash ~~months~~and ~~ended~~then ~~April~~part ~~30, 2018: (1) dividend yield~~ of ~~0%,~~the ~~(2)~~fees ~~expected~~were ~~volatility~~offset ~~ranging~~with ~~from~~a ~~198%~~ non-convertible ~~210%,~~note ~~(3)~~for ~~risk- free interest rate ranging from 1.67 – 1.87%~~$7,000 ~~(4)~~that ~~expected~~was ~~life~~payable ~~ranging~~on ~~from~~or ~~0.33~~before –June ~~.50~~ of ~~a year, and (5) estimated fair value of the Company’s common stock ranging from $0~~2017.~~0049~~ ~~- $.0095 per share.~~ The ~~instrument~~note was ~~fair~~not ~~valued~~paid ~~on the date it became convertible, each conversion date~~ and ~~the~~is ~~period~~now ~~end~~considered ~~date~~past ~~of April 30, 2018~~due.

~~The~~Noteholder ~~table below presents the change in the fair value of the derivative liability during the three months ending April 30, 2018:~~5

Fair value as of January 31, 2018	$	-
Fair value on the date of issuance recorded as a debt discount		25,000
Fair value on the date of issuance recoded as a loss on derivatives		48,612
Gain on change in fair value of derivatives		(36,702)
Fair value as of April 30, 2018	$	36,910

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. Interest at 5% per annum accrues on the unpaid balance of the loan for each month. As of January 31, 2018, we are not in default under this loan agreement as in August 2016 we renegotiated the terms for this loan and interest payment commenced in November 2016. As of July 31, 2018 and January 31, 2018 the balance due was $3,140. The note was not paid and is now considered past due.

~~NOTE~~The 9following -table ~~COMMITMENTS~~summarizes ~~AND~~all ~~CONTINGENCIES~~notes outstanding as of July 31, 2018 and January 31, 2018:

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, 2017. 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.

Holder				Carrying Value
*Third Parties*	Issue Date	Due Date		July 31, 2018		January 31, 2018
Noteholder 1a	8/12/2016	Past Due	$	26,000	$	26,000
Noteholder 1b	9/21/2016	Past Due		25,909		25,909
Noteholder 2	11/7/2014	Past Due		-		5,000
Noteholder 3a	6/17/2015	Past Due		3,000		3,000
Noteholder 3b	6/28/2015	Past Due		2,700		2,700
Noteholder 3c	9/22/2015	Past Due		1,950		1,950
Noteholder 4	6/15/2016	Past Due		7,000		7,000
Noteholder 5	8/11/2016	Past Due		3,140		3,140

Total Notes Payable			$	69,699	$	74,699

~~The~~NOTE ~~Company~~8 ~~had~~- ~~retained~~DERIVATIVE 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. No invoice has been presented to the Company and no shares have been issued to date. Management has not received any correspondence recently.LIABILITIES

~~APT~~As ~~Systems,~~discussed ~~Inc.~~in ~~agrees~~Note to6 ~~pay~~– ~~Apollo~~Convertible ~~Games~~Notes Payable, ~~Inc.~~ the ~~amount~~Company ofanalyzed ~~$3,500~~the ~~payable~~conversion infeature of the ~~combination~~agreement offor ~~$500~~derivative ~~cash~~accounting orconsideration ~~check,~~under ~~$1,500~~ASC in815-15 ~~preferred~~“Derivatives ~~shares~~ and ~~$1,500~~Hedging” inand ~~common~~determined ~~restricted~~that ~~shares~~the ofembedded ~~APT~~conversion ~~Systems,~~features ~~Inc~~should ~~within~~be 30classified ~~days~~as ofa ~~completion~~derivative ofbecause ~~this~~the ~~purchase~~exercise ~~agreement.~~price ~~Apollo~~of ~~Games,~~these ~~Inc.~~convertible ~~further~~notes ~~agrees~~are subject to ~~provide marketing and administrative support for~~ a ~~period~~variable ~~not~~conversion ~~less~~rate. ~~than~~The ~~three~~Company ~~months~~has ~~from~~determined ~~the~~that ~~date of~~ the ~~agreement~~conversion ~~first~~feature ~~written~~is ~~above~~not atconsidered ~~the monthly rate of $1,820 beginning on October 1, 2017. Monthly rate~~ to be ~~paid~~solely inindexed to the ~~combination~~Company’s ofown ~~50%~~stock ~~common shares~~ and ~~50%~~is ~~preferred~~therefore ~~shares~~not ofafforded ~~APT~~equity ~~Systems~~treatment. orAs asa ~~otherwise~~result ~~mutually~~of ~~agreed~~the byvariable ~~both~~conversion ~~parties~~feature inon ~~writing.~~this ~~As of April 30~~note, ~~2018~~the ~~all~~related ~~amounts~~party tonotes be5a ~~settled~~through in5e ~~shares~~disclosed ~~are recorded~~ in ~~accounts~~Note ~~payable~~6 as– ~~the~~Convertible ~~shares~~Notes ~~have~~Payable ~~not~~were ~~been~~considered ~~issued~~tainted. AsIn ofaccordance ~~April~~with ~~30,~~AC ~~2018~~815, ~~$15,740~~the isCompany ~~due~~has ~~and~~bifurcated ~~will~~the beconversion ~~settled~~feature ~~with~~of ~~5,140~~the ~~Series~~note ~~B Preferred Shares~~ and ~~657,543~~recorded ~~Common~~a ~~Shares~~derivative liability.

~~NOTE~~The 10embedded -derivative ~~STOCKHOLDERS~~for the note is carried on the Company’s ~~DEFICIT~~balance sheet at fair value. The derivative liability is marked- to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model.

~~Common~~The ~~Shares~~fair value of the embedded derivatives for the note was determined using the Black-Scholes option pricing model based on the following assumptions during the six months ended July 31, 2018: (1) dividend yield of 0%, (2) expected volatility ranging from 147% - 273%, (3) risk- free interest rate ranging from 1.67 – 1.94%, (4) expected life ranging from 0.04 – .50 of a year, and (5) estimated fair value of the Company’s common stock ranging from $0.0049 - $.0095 per share. The instrument was fair valued on the date it became convertible, each conversion date and the period end date of July 31, 2018.

The Company entered into an agreement with Triton Funds LLC to provide equity funding to the Company under a registered offering. The Company has asked counsel to prepare the necessary S-1 for the $600,000 funding commitment at $0.01 per share. 13

~~The~~APT ~~Company issued 5~~SYSTEMS,~~000,000~~ to Triton Fund LLC as a donation; the donation supports the initiative founded by undergraduates from the University of California, San Diego (UC San Diego) and provided a press release accordingly on April 30, 2018INC. ~~The share issuance was recorded as deferred offering cost and valued at $21,000.~~

~~During~~NOTES ~~the~~TO ~~three~~CONSOLIDATED ~~months~~UNAUDITED ~~ending~~FINANCIAL ~~April 30, 2018 the Company issued 10,000,000 shares to settle $5,000 in convertible notes payable.~~STATEMENTS

13FOR THE THREE AND SIX MONTHS ENDED JULY 31, 2018 AND 2017

~~APT~~NOTE ~~SYSTEMS,~~8 ~~INC.~~- DERIVATIVE LIABILITIES (CONTINUED)

~~NOTES~~The TOtable ~~CONSOLIDATED~~below ~~UNAUDITED~~presents ~~FINANCIAL~~the ~~STATEMENTS~~change in the fair value of the derivative liability during the six months ending July 31, 2018:

FOR THE THREE MONTHS ENDED APRIL 30, 2018 AND 2017

Fair value as of January 31, 2018	$	-
Fair value on the date of issuance recorded as a debt discount		41,500
Fair value on the date of issuance recorded as a loss on derivatives		439,906
Settlement of derivative liability		(17,490)
Gain on change in fair value of derivatives		(14,225)
Fair value as of July 31, 2018	$	449,691

NOTE 109 - ~~STOCKHOLDERS’~~COMMITMENTS ~~DEFICIT~~AND ~~(continued)~~CONTINGENCIES

~~Preferred~~The ~~Shares~~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, 2017. 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.

The ~~directors~~Company ~~signed~~had aretained ~~resolution~~TESO toCommunications ~~restructure~~as ~~the~~its ~~preferred~~Investor ~~shares~~Relations and ~~created~~Public ~~Series~~Relations Bmanager ~~preferred shares with a par value of $0.001~~ and ~~1,000,000~~under ~~shares~~the ~~authorized.~~agreement ~~The~~the ~~Series~~Company Bmay ~~Preferred~~pay ~~Stock~~the ~~bears~~invoice ~~dividends~~with ~~(interest)~~cash ator anby ~~annual~~issuing ~~rate~~shares ofagainst ~~six~~the ~~percent~~invoices ~~(6%)~~submitted. ~~payable~~The ~~annually~~Directors ~~and~~opted isto ~~convertible~~issue ~~into~~ shares ofbefore the ~~Company’s~~end ~~common stock at a conversion price~~ of ~~90% of~~ the ~~average~~initial ~~closing~~agreement ~~sale~~period ~~price~~of ~~for~~January ~~the~~16, ~~Company’s~~2015 ~~common~~but ~~stock for~~ the ~~two~~same ~~trading~~were ~~days~~not ~~prior~~yet ~~to conversion~~issued. IfThe ~~insufficient~~agreement ~~shares~~represented ~~are~~a ~~available~~cash ~~the~~payment ~~Company~~of is$25,000 ~~required~~or ~~to redeem~~ the ~~shares~~issuance ~~for~~of ~~cash.~~50,000 ~~The~~restricted ~~cash~~common ~~redemption price for Series B preferred~~ shares ~~will~~at bethe ~~face~~completion ~~value~~of ~~plus 6% plus accrued dividends. The Series B Preferred Stock may be redeemed by~~ the ~~Company~~agreement atwhich ~~any~~has ~~time~~been ~~prior~~extended to ~~conversion~~May at15, ~~its face amount plus accrued but unpaid dividends~~2016. ~~The~~No ~~Series~~invoice ~~B Preferred Stock~~ has abeen ~~liquidation~~presented ~~preference equal~~ to the ~~greater~~Company ofand ~~(a)~~no ~~the value of the common~~ shares ~~into~~have ~~which~~been itissued ~~could~~to ~~be converted or (b) its face amount plus accrued but unpaid dividends~~date. ~~The~~Management ~~Series~~has Bnot ~~Preferred~~received ~~Stock~~any iscorrespondence ~~without voting rights except as required by the Delaware General Corporation Law~~recently.

~~During~~APT ~~the quarter ending April 30~~Systems, ~~2018,~~Inc. ~~the~~agrees ~~directors~~to ~~signed~~pay aApollo ~~resolution~~Games, toInc. ~~restructure~~ the ~~preferred~~amount ~~shares~~of ~~and~~$3,500 ~~created~~payable ~~Series~~in Cthe ~~preferred~~combination ~~shares~~of ~~with~~$500 acash ~~par~~or ~~value~~check, of $~~0.001~~1,500 ~~and~~in ~~750,000~~preferred shares ~~authorized.~~and ~~The~~$1,500 ~~Series~~in Ccommon ~~Preferred~~restricted ~~Stock~~shares ~~bears~~of ~~dividends~~APT ~~(interest)~~Systems, atInc anwithin ~~annual~~30 ~~rate~~days of ~~twelve~~completion ~~percent~~of ~~(12%)~~this ~~payable~~purchase ~~annually~~agreement. ~~and~~Apollo isGames, ~~convertible~~Inc. ~~into~~further ~~shares~~agrees ofto ~~the~~provide ~~Company’s~~marketing ~~common~~and ~~stock~~administrative atsupport for a ~~conversion~~period ~~price~~not ofless ~~70%~~than ofthree ~~the~~months ~~average~~from ~~closing sale price for~~ the ~~Company’s~~date ~~common~~of ~~stock for~~ the ~~two~~agreement ~~trading~~first ~~days~~written ~~prior~~above toat ~~conversion. If insufficient shares are available~~ the ~~Company~~monthly israte ~~required~~of to$1,820 ~~redeem~~beginning ~~the~~on ~~shares~~October ~~for~~1, ~~cash~~2017. ~~The~~Monthly ~~cash~~rate ~~redemption~~to ~~price~~be ~~for~~paid ~~Series~~in Cthe ~~preferred~~combination ~~shares~~of ~~will~~50% becommon ~~face~~shares ~~value~~and ~~plus 12~~50% ~~plus~~preferred ~~accrued~~shares ~~dividends.~~of ~~The~~APT ~~Series~~Systems Cor ~~Preferred~~as ~~Stock~~otherwise ~~may~~mutually beagreed ~~redeemed~~ by ~~the~~both ~~Company~~parties atin ~~any time prior to conversion at its face amount plus accrued but unpaid dividends~~writing. ~~The~~As ~~Series~~of CJuly ~~Preferred~~31, ~~Stock~~2018 ~~has~~all aamounts ~~liquidation~~to ~~preference~~be ~~equal~~settled toin ~~the~~shares ~~greater~~are ofrecorded ~~(a)~~in ~~the~~accounts ~~value~~payable ofas the ~~common~~ shares ~~into~~have ~~which~~not itbeen ~~could~~issued. beAs ~~converted~~of orJuly ~~(b)~~31, ~~its~~2018, ~~face~~$21,200 ~~amount~~is ~~plus~~due ~~accrued~~and ~~but~~will ~~unpaid~~be ~~dividends.~~settled ~~The~~with 10,600 Series CB Preferred ~~Stock~~Shares isand ~~without~~1,562,651 ~~voting~~Common ~~rights except as required by the Delaware General Corporation Law~~Shares.

In June 2018 the Company entered into an agreement with a consultant who is to provide strategic advice. The ~~Series~~agreement Cis ~~designation~~for ~~was~~an ~~officially~~initial ~~filed~~term of six months with ~~the~~a ~~State~~total fee of ~~Delaware~~15,000,000 onshares ~~June~~of 12common stock. As of July 31, 2018 the shares have not been issued. As of July 31, 2018 the Company recorded $26,000 to accounts payable related to this agreement.

AsNOTE of10 ~~January~~- ~~31,~~STOCKHOLDERS’ ~~2018 the Company sold 65,000 shares of Series B preferred shares and 32,500 shares of Series C preferred shares all at $1 per share. No shares were sold during the quarter ending April 30, 2018.~~DEFICIT

~~For~~Common the three months ended April 30, 2018 and 2017, total dividends applicable to Series B and C Preferred Stock was $2,075 and 246, respectively. The Company did not declare or pay any dividends in fiscal 2019. Although no dividends have been declared, the cumulative total of preferred stock dividends due to these stockholders upon declaration was $5,038 as of April 30, 2018.Shares

~~For~~The ~~the~~Company ~~three~~entered ~~months~~into ~~ended~~an ~~April~~agreement ~~30,~~with ~~2018,~~Triton ~~the~~Funds ~~carrying~~LLC ~~value~~to ofprovide ~~the~~equity ~~Series~~funding ~~B and Series C was increased $7,256 and $2,592, respectively~~ to ~~reflect~~ the ~~possible~~Company ~~cash~~under ~~redemption~~a ~~value~~registered tooffering. ~~reflect~~The ~~accrued~~Company ~~dividends~~has ~~(even~~asked ifcounsel ~~undeclared)~~to ~~and~~prepare the ~~cash~~necessary ~~redemption~~S-1 ~~premium.~~for ~~The carrying value of~~ the ~~Series B preferred shares was~~ $72600,~~256 and $65,~~000 asfunding ofcommitment ~~April~~at ~~30, 2018 and January 31, 2018~~$0. ~~The~~01 ~~carrying~~per ~~value of the Series C preferred shares was $35,092 and $32,500 as of April 30, 2018 and January 31, 2018~~share.

The Company ~~evaluated~~issued 5,000,000 to Triton Fund LLC as a donation; the ~~Series~~donation Bsupports ~~and~~the Cinitiative ~~Preferred~~founded ~~Stock~~by undergraduates from the University of California, San Diego (UC San Diego) and ~~concluded~~provided ~~that~~a ~~the~~press ~~redemption~~release ~~features~~accordingly ~~qualify~~on ~~for~~April ~~temporary~~30, ~~equity~~2018. ~~presentation~~The inshare ~~accordance~~issuance ~~with~~was ~~ASC~~recorded ~~480-10-S99~~as deferred offering cost and valued at $21,000.

~~Stock~~During ~~Options~~the three months ending April 30, 2018 the Company issued 10,000,000 shares to settle $5,000 in convertible notes payable.

~~The~~During ~~Company adopted~~ the ~~2013~~three ~~Equity~~months ~~Incentive~~ending ~~Plan~~July ~~(the “Plan”) on January~~ 31, ~~2012,~~2018 ~~reserving~~the Company issued 5,~~500~~928,~~000~~854 shares ~~for~~to ~~future~~settle ~~issuances~~$15, ~~of which a maximum of 2,500,~~000 ~~may~~in beconvertible ~~issued~~notes ~~as incentive stock options~~payable. 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 April 30, 2018 no options have been issued under this Plan.

~~NOTE 11 - SUBSEQUENT EVENTS~~14

~~The~~APT ~~Company entered into a letter of intent to acquire a large active games portfolio on October 31~~SYSTEMS, ~~2017 for its subsidiary Snapt Games Inc, sending out a press release at that time~~INC. The discussions continued as did due diligence. In order to facilitate the funding of acquisitions, the company provided a nominal deposit as it organized the financing. The deal is on hold as of the end of April, the seller was not satisfied with the timing and the splitting of down payment into two payments being made 30 days apart. The Company is looking for additional options to raise the lump sum demanded for the immediate future.

14NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

~~ITEM~~FOR 2.THE ~~MANAGEMENT'S~~THREE ~~DISCUSSION~~ AND ~~ANALYSIS~~SIX ~~AND~~MONTHS ~~PLAN~~ENDED OFJULY ~~OPERATION~~31, 2018 AND 2017

~~The~~NOTE 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~~STOCKHOLDERS’ ~~that~~DEFICIT ~~involve risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements.~~(CONTINUED)

~~Forward-Looking~~Preferred ~~Statements~~Shares

~~This~~The ~~Quarterly~~directors ~~Report~~signed ona ~~Form~~resolution ~~10-Q~~to ~~and~~restructure the ~~documents~~preferred ~~incorporated~~shares ~~herein~~and bycreated ~~reference~~Series ~~contain~~B ~~forward-looking~~preferred ~~statements~~shares ~~regarding~~with ~~us,~~a ~~our~~par ~~business,~~value ~~prospects~~of $0.001 and ~~results~~1,000,000 ofshares ~~operations~~authorized. ~~that~~The ~~are~~Series ~~subject~~B toPreferred ~~certain~~Stock ~~risks~~bears ~~and~~dividends ~~uncertainties~~(interest) ~~posed~~at byan ~~many~~annual ~~factors~~rate of six percent (6%) payable annually and ~~events~~is ~~that~~convertible ~~could~~into ~~cause~~shares ~~our~~of ~~actual~~the ~~business,~~Company’s ~~prospects~~common ~~and~~stock ~~results~~at a conversion price of ~~operations~~90% of the average closing sale price for the Company’s common stock for the two trading days prior to ~~differ~~conversion. ~~materially~~If ~~from~~insufficient ~~those~~shares ~~that~~are ~~may~~available the Company is required to redeem the shares for cash. The cash redemption price for Series B preferred shares will be ~~anticipated~~face byvalue ~~such~~plus ~~forward-looking~~6% ~~statements~~plus accrued dividends. ~~Factors~~The ~~that~~Series B Preferred Stock may ~~affect~~be ~~such~~redeemed ~~forward-looking~~by ~~statements~~the ~~include,~~Company ~~without~~at ~~limitation:~~any ~~our~~time ~~ability~~prior to ~~successfully~~conversion ~~develop~~at ~~new~~its ~~products~~face ~~and~~amount ~~services~~plus ~~for~~accrued ~~new~~but ~~markets;~~unpaid dividends. The Series B Preferred Stock has a liquidation preference equal to the ~~impact~~greater of ~~competition~~(a) onthe ~~our~~value ~~revenues,~~of ~~changes~~the incommon ~~law~~shares orinto ~~regulatory~~which ~~requirements~~it ~~that~~could ~~adversely~~be ~~affect~~converted or ~~preclude~~(b) ~~clients~~its ~~from~~face ~~using~~amount usplus ~~for~~accrued ~~certain~~but ~~applications;~~unpaid ~~delays~~dividends. ~~our~~The ~~introduction~~Series ofB ~~new~~Preferred ~~products~~Stock oris ~~services;~~without ~~and~~voting ~~our~~rights ~~failure~~except toas ~~keep~~required ~~pace~~by ~~with~~the ~~our~~Delaware ~~competitors~~General Corporation Law.

~~When~~The ~~used~~directors insigned ~~this~~a ~~discussion,~~resolution ~~words~~to ~~such~~restructure asthe ~~"believes",~~preferred ~~"anticipates",~~shares ~~"expects",~~and ~~"intends"~~created ~~and~~Series ~~similar~~C ~~expressions~~preferred ~~are~~shares ~~intended~~with toa ~~identify~~par ~~forward-looking~~value ~~statements~~of $0.001 and 750,000 ~~but~~shares ~~are~~authorized. ~~not~~The ~~the~~Series ~~exclusive~~C ~~means~~Preferred Stock bears dividends (interest) at an annual rate of ~~identifying~~twelve ~~forward-looking~~percent ~~statements.~~(12%) ~~Readers~~payable ~~are~~annually ~~cautioned~~and ~~not~~is toconvertible ~~place~~into ~~undue~~shares ~~reliance~~of onthe ~~these~~Company’s ~~forward-looking~~common ~~statements,~~stock ~~which~~at ~~speak~~a ~~only~~conversion asprice of 70% of the ~~date~~average ofclosing ~~this~~sale ~~report.~~price Wefor ~~undertake~~the noCompany’s ~~obligation~~common stock for the two trading days prior to ~~revise~~conversion. ~~any~~If ~~forward-looking~~insufficient ~~statements~~shares inare ~~order~~available the Company is required to ~~reflect~~redeem ~~events~~the orshares ~~circumstances~~for ~~that~~cash. ~~may~~The ~~subsequently~~cash ~~arise~~redemption price for Series C preferred shares will be face value plus 12% plus accrued dividends. ~~Readers~~The ~~are~~Series ~~urged~~C toPreferred ~~carefully~~Stock ~~review~~may ~~and~~be ~~consider~~redeemed by the ~~various~~Company ~~disclosures~~at ~~made~~any bytime usprior into ~~this~~conversion ~~report~~at ~~and~~its ~~other~~face ~~reports~~amount ~~filed~~plus ~~with~~accrued ~~the~~but ~~Securities~~unpaid ~~and~~dividends. ~~Exchange~~The ~~Commission~~Series ~~that~~C ~~attempt~~Preferred Stock has a liquidation preference equal to ~~advise~~the ~~interested~~greater ~~parties~~of (a) the value of the ~~risks~~common ~~and~~shares ~~factors~~into ~~that~~which ~~may~~it ~~affect~~could ~~our~~be ~~business,~~converted ~~particularly~~or ~~the~~(b) ~~Report~~its onface ~~Form~~amount ~~10-K,~~plus ~~Form~~accrued ~~10-Q~~but ~~and~~unpaid ~~any~~dividends. ~~Current~~The ~~Reports~~Series onC ~~Form~~Preferred ~~8-K~~Stock is without voting rights except as required by the Delaware General Corporation Law.

~~APT~~As ~~Systems,~~of ~~Inc.~~January ~~was~~31, ~~incorporated~~2018 in the ~~State~~Company ofsold ~~Delaware on October 29~~65,000 ~~2010.~~shares ~~APT is a Fintech company that specializes in the creation~~ of ~~innovative~~Series ~~platforms.~~B Wepreferred ~~are~~shares ~~focusing on the mobile device market where we intend to develop trading systems~~ and ~~publish custom technical analysis indicators for in-house use and licensing to third parties. In order to advance itself~~32,500 ~~APT~~shares ~~Systems~~of ~~recently~~Series ~~published~~C KenCharts for the handheld market to test its mobile development choices and business plan. We are focusing our early attention on the charting software we own and rewriting the code to provide a native chart app for both iOS and Android platforms. This charting tool and the charts that it produces can be configured to the user’s preferred ~~view~~shares ~~such~~all asat a$1 ~~line~~per ~~chart or candlestick, and the user is able to adjust the chart indicators and intervals as desired~~share. WeNo ~~plan~~shares towere ~~utilize~~sold ~~delayed~~during ~~time feed initially and later, real time data networks for our subscription revenue model. Along with great graphic techniques, we will provide solutions that can speak to~~ the ~~mobile~~six ~~needs~~months ~~demanded~~ended byJuly ~~the next generation of equity and commodity traders. However~~31, ~~these tools can be invigorated with leading edge gaming graphics and networking technology to become fully interactive trading-assistance software~~2018.

WeFor ~~work~~the six months ended July 31, 2018 and 2017, total dividends applicable to ~~identify~~Series ~~prospective~~B ~~acquisition~~and ~~opportunities~~C ~~with~~Preferred ~~existing~~Stock ~~cash~~was ~~flow~~$4,724 and ~~then~~2,279, ~~continue~~respectively. ~~with~~The ~~due~~Company ~~diligence~~did ~~efforts~~not ~~that~~declare ~~will~~or ~~and~~pay doany ~~include~~dividends ~~testing~~in ~~software~~fiscal ~~performance~~2019. WeAlthough ~~expect~~no ~~negotiations~~dividends ~~prior~~have ~~and~~been indeclared, ~~this~~the ~~quarter~~cumulative total of preferred stock dividends due to ~~result~~these instockholders ~~purchases~~upon indeclaration ~~next~~was ~~quarter~~$7,004 as of July 31, 2018.

~~The~~For ~~Company~~the ~~has~~six ~~not~~months asended ~~yet~~July ~~generated~~31, ~~significant~~2018, ~~sales~~the ~~revenues~~carrying asvalue ~~its~~of ~~key~~the ~~products~~Series ~~are~~B ~~still~~and ~~under~~Series ~~development~~C ~~but~~was ~~our~~increased ~~first~~$8,594 ~~charting~~and ~~app~~$4,558, ~~was~~respectively ~~released~~to inreflect ~~this~~the ~~fourth~~possible ~~quarter.~~cash ~~Start-up~~redemption ~~operations~~value to ~~date~~reflect ~~have~~accrued ~~consisted~~dividends of(even ~~the~~if ~~formation~~undeclared) ofand the ~~Company,~~cash ~~development~~redemption ofpremium. ~~its~~The ~~business~~carrying ~~plan,~~value ~~identification~~ of ~~its~~the ~~target~~Series ~~market,~~B ~~naming~~preferred ~~its~~shares ~~trading~~was ~~software Intuitrader~~$73,594 ~~incorporating subsidiaries~~ and ~~expanded~~$65,000 ~~research~~as ~~towards~~of ~~the~~July ~~development~~31, of2018 ~~its~~and ~~platform~~January ~~software. However~~31, ~~the~~2018. ~~company~~The ~~was~~carrying ~~able~~value toof ~~engage~~the inSeries ~~selling~~C ~~advertising~~preferred inshares ~~apps,~~was ~~eBook sales~~$37,058 and ~~testing~~$32,500 ~~its~~as ~~trading~~of ~~strategies~~July in31, a2018 ~~limited~~and ~~fashion~~January ~~that~~31, ~~all contributed minimal revenues~~2018.

WeThe ~~have~~Company ~~not~~evaluated ~~been~~the ~~subject~~Series toB ~~any~~and ~~bankruptcy,~~C ~~receivership~~Preferred orStock ~~similar~~and ~~proceeding~~concluded tothat ~~date~~the redemption features qualify for temporary equity presentation in accordance with ASC 480-10-S99.

InStock our third quarter, the company launched a wholly owned Delaware subsidiary named Snapt Games, Inc. on August 4, 2017. Management admires graphic techniques used in the gaming industry and wants to selectively introduce these to its charting tools and trading platforms. The company acquired its first game app for $3,500, rebranded it Chick Chick Boom and then in September released the app worldwide in both Apple and Android app stores. In November, the company formally launched its second ‘swipe three’ game called Hogg Wild. The next game to be launched is Candy Chef and will be out before this summer.Options

OnThe ~~September~~Company 9adopted the 2013 Equity Incentive Plan (the “Plan”) on January 31, ~~2017~~2012, ~~the~~reserving ~~Company~~5,500,000 ~~formed~~shares ~~and~~for ~~incorporated~~future issuances, of which a ~~second~~maximum ~~wholly~~of ~~owned~~2,500,000 ~~subsidiary~~may ~~named~~be ~~RCPS~~issued ~~Management,~~as ~~Inc.~~incentive instock ~~Colorado~~options. ~~This~~The ~~company~~Plan ~~will~~provides ~~concentrate~~for on the ~~development~~issuance of ~~payment~~non- ~~and~~statutory ~~escrow~~stock ~~systems~~options ~~under~~or ~~the~~restricted ~~brand~~stock ~~Verifundr.~~to ~~The~~officers ~~technical~~and ~~documentation~~employees, iswith ~~completed~~an ~~and~~exercise ~~the~~price ~~company~~that is ~~ready~~at least equal to ~~begin~~the ~~building~~fair ~~this~~market ~~platform~~value ~~that~~of ~~will~~the ~~employ~~Company’s ~~Blockchain~~common tostock ~~build~~on ~~its~~the ~~escrow~~date ~~contracts~~of grant. ~~The~~Vesting ~~company~~terms ~~became~~and athe ~~member~~lives of the ~~Enterprise~~options ~~Ethereum~~are ~~Alliance~~to ~~last~~be ~~November~~determined by the Board of Directors upon grant. As of July 31, 2018 no options have been issued under this Plan.

AsAPT ~~a Fintech company developing its platforms~~SYSTEMS, ~~APT services and products can later extend to include:~~INC.

~~Financial~~NOTES ~~Software~~TO ~~and~~CONSOLIDATED ~~Analytical~~UNAUDITED ~~Software~~FINANCIAL ~~Development~~ STATEMENTS

~~Algorithmic~~FOR ~~Applied~~THE ~~Technology~~ THREE AND SIX MONTHS ENDED JULY 31, 2018 AND 2017

~~Trading~~NOTE ~~Platforms~~11 ~~and~~- ~~Exchanges,~~SUBSEQUENT ~~Linked to User Brokerage Accounts~~ EVENTS

~~Explore~~Conversion ~~Smart~~notices ~~Contracts~~were ~~using~~filed ~~our~~on ~~Enterprise~~August ~~Ethereum~~2, ~~Alliance~~2018, ~~membership~~ August 17, 2018 and September 4, 2018 in the amount to $15,000 each where the company issued 6,993,007, 4,702,194 and 4,470,939 common shares respectively reducing the total amount of loan to $114,000. This investor extended the note until October 14, 2018.

~~Use~~A ~~Blockchain~~conversion dated August 8, 2018 that was filed to ~~develop~~convert ~~platforms~~part ~~for~~of ~~cryptoassets~~$17,875 ~~based~~due under a note that was dated August 23, 2017 into 6,500,000 common shares. Additional conversion was submitted on ~~ERC-20~~same ~~protocols~~ loan on August 24 and 3,322,634 shares were issued.

~~The~~On ~~steps~~August ~~remaining~~22, ~~for~~2018 usthe toCompany ~~begin~~sent ~~selling~~an ~~our~~Amendment ~~products listed above are~~ to ~~finalize~~ the ~~programming~~APT ~~and~~SYSTEMS ~~rewriting~~10B-18 ofSTOCK ~~the~~REPURCHASE ~~existing~~PLAN. ~~software~~The ~~used~~company in(Apt ~~our~~Systems ~~products,~~Inc) ~~specifically our dimensional charting tools~~ and ~~trading~~the ~~platform,~~broker ~~begin~~dealer ~~sales~~(Wilson ~~and~~Davis ~~marketing campaigns, contact prospective licensees,~~ and ~~deliver our products, which we expect to complete in less than 90 days after our initial contact with prospective licensees~~Co. ~~Our~~Inc) ~~app~~agreed ~~would be available~~ to ~~users~~suspend onthe astock ~~subscription~~repurchase ~~fee~~ plan ~~and~~until we12/1/2018. ~~plan~~This toamendment ~~grant~~was ~~licenses~~voluntarily ~~for~~entered ~~our~~into ~~app to financial companies and brokerage firms for use~~ by ~~their~~both ~~employees and clients~~parties. The ~~goal~~company isintends to ~~have~~return ~~our~~shares ~~product~~currently ~~used~~in bythe ~~both~~account ~~handheld~~to ~~(tablet and Smartphone application users) and web based clients~~Treasury.

~~Our~~On ~~mailing~~August ~~address~~28, is2018 inthe ancompany ~~executive~~accepted ~~suite~~two ~~facility~~additional atloans ~~505~~for ~~Montgomery~~combined ~~Street,~~total ~~11th~~of ~~Floor~~$50,000 ~~San~~from ~~Francisco,~~two CAindividual ~~94111~~investors. ~~which~~The ~~also~~notes ~~provides~~are ~~office~~due ~~services,~~and ~~computer~~payable ~~access~~twelve months from the issuance date and ~~meeting~~bears ~~space~~interest onat ~~demand.~~8% Weper ~~consider~~annum ~~this~~with ~~current~~no ~~executive~~original ~~office~~issuance ~~space~~discount ~~arrangement~~but ~~adequate~~includes ~~for~~$1,000 ~~our~~of ~~current~~legal ~~operations~~fees ~~and~~due ~~will~~at ~~reassess~~closing. ~~our~~If ~~needs~~the ~~annually~~Note ~~based~~is ~~upon~~paid off prior to the ~~future~~due ~~growth~~date, the Company is required to pay the face amount plus a penalty up to 30%. The Note is convertible into the shares of the Company.’s ~~Our~~common ~~fiscal~~stock. ~~year~~The ~~end~~conversion rate is ~~January~~equal ~~31st~~to the 70% of the lowest trading price the five trading days prior to conversion.

~~Needs~~On ~~Assessment~~August 28, 2018 the company entered into an advertising agreement with Cicero Consulting Group for a combination of payments including $75,000 note and issuance of $75,000 worth of preferred shares. The note is due six months following issuance and carries an interest rate of 8%. The note is convertible at any time at a 30% discount to the market based on the lowest trading price in the five days prior to conversion.

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 and charting tool. Instead of merely importing 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 information in new ways that can better assist novice users learning about publicly traded companies and those users who are trading equities in the public markets.16

~~Distribution~~ITEM ~~methods~~2. ofMANAGEMENT'S ~~the~~DISCUSSION ~~products~~AND orANALYSIS ~~services~~AND PLAN OF OPERATION

ToThe ~~facilitate~~following ~~marketing~~discussion ~~plans,~~of our ~~products~~financial condition and ~~platforms~~results ~~will~~of beoperations ~~available~~should ~~initially~~be read in ~~the~~conjunction ~~“App Store” managed by Apple Inc. Later~~with, ~~these~~and ~~same~~is ~~products~~qualified ~~will~~in beits ~~available~~entirety toby, ~~audiences~~the ~~that~~condensed ~~prefer~~financial ~~using~~statements ~~other Smartphones such as Google’s Android~~ and ~~other~~notes ~~platforms.~~thereto ~~Especially~~included in ~~the case of Apple~~, ~~these~~Item ~~companies~~1 ~~will~~in ~~provide~~this ~~marketing~~Quarterly ~~infrastructure~~Report toon ~~help~~Form ~~developers reach their users and justify costs charged related to selling products from their app stores~~10-Q. ~~All~~This ~~new~~item ~~marketing~~contains ~~options~~forward-looking ~~within~~statements ~~North~~that ~~America~~involve ~~will~~risks ~~be fully explored~~ and ~~implemented as it makes sense to do so~~uncertainties. WeActual ~~plan~~results tomay ~~launch~~differ ~~beta~~materially ~~testing~~from ~~campaigns~~those asindicated ~~well~~in tosuch ~~attract~~forward-looking ~~prospective subscribers and garner suggestions for improvements~~statements.

~~Organization~~Forward-Looking Statements

WeThis 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 ~~comprised~~subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of ~~three~~operations ~~corporations~~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 ~~date~~successfully develop new products and doservices ~~not~~for ~~rule~~new ~~out~~markets; the ~~future~~impact ~~possibility~~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 ~~acquiring~~new products or ~~creating~~services; ~~additional~~and ~~subsidiaries~~our failure to keep pace with our competitors.

~~Competition~~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.

~~The~~APT ~~market~~Systems, ~~for~~Inc. ~~financial~~was ~~services~~incorporated ~~software~~in ~~and~~the ~~services~~State isof ~~competitive~~Delaware on October 29, ~~rapidly~~2010. ~~evolving~~APT ~~and~~is ~~highly~~a ~~sensitive~~Fintech tocompany ~~new~~that ~~product~~specializes ~~introductions~~in ~~and~~the ~~marketing~~creation ~~efforts~~of byinnovative ~~industry~~financial ~~participants,~~platforms. ~~although~~We ~~high~~are ~~conversion~~focusing ~~costs~~on ~~can~~the ~~create~~mobile ~~barriers~~device tomarket ~~adoption~~where ofwe ~~new~~intend ~~products~~to ordevelop ~~technologies.~~trading ~~The~~systems ~~market~~and ispublish ~~fragmented~~custom bytechnical ~~the~~analysis ~~different~~indicators ~~offers~~for in-house use and ~~served~~licensing byto ~~both~~third ~~large-scale~~parties. ~~firms~~In asorder ~~well~~to asadvance ~~firms~~itself, ~~that~~APT ~~target~~Systems ~~only~~recently ~~local~~published ~~markets~~KenCharts orfor ~~specific~~the ~~types~~handheld ofmarket ~~clients~~to ~~such~~test asits ~~the~~mobile ~~millennial~~development ~~crowd~~choices and business plan. We ~~also~~are ~~face~~focusing ~~competition~~our ~~from~~early ~~information~~attention ~~systems~~on ~~developed~~the ~~and~~charting ~~serviced~~software ~~internally~~we byown and rewriting the ITcode ~~departments~~to ofprovide ~~large~~a ~~financial~~native ~~services~~chart ~~firms~~app for both iOS and Android platforms. WeThis ~~believe~~charting tool and the charts that weit produces can ~~compete~~be ~~effectively~~configured byto ~~providing~~the ~~software~~user’s ~~contained~~preferred inview such as a ~~mobile~~line ~~application~~chart or candlestick, ~~which~~and ~~provides~~the ~~proprietary~~user ~~buy/sell~~is ~~suggestions,~~able to adjust the chart indicators and aintervals ~~platform~~as desired. We plan to ~~enhance~~utilize ~~trading~~delayed ~~ability~~time offeed ~~users~~initially and later, ~~although~~real ~~some~~time ofdata ~~our~~networks ~~existing~~for ~~competitors~~our ~~and~~subscription ~~potential~~revenue ~~competitors~~model. ~~have~~Along ~~substantially~~with ~~greater~~great ~~financial,~~graphic ~~technical~~techniques, ~~distribution~~we ~~and~~will ~~marketing~~provide ~~resources~~solutions ~~than~~that wecan ~~have~~speak ~~currently~~to the mobile needs demanded by the next generation of equity and ~~may~~commodity ~~offer~~traders. ~~products~~However, ~~with~~these ~~different~~tools ~~functions~~can orbe ~~features~~invigorated ~~that~~with ~~are~~leading ~~more~~edge ~~attractive~~gaming graphics and networking technology to ~~potential~~become ~~customers~~fully ~~than~~interactive ~~our~~trading-assistance ~~offerings~~software within a vetted ecosystem.

~~Moreover,~~We itwork isto ~~not~~identify ~~our~~prospective ~~intent~~acquisition toopportunities ~~compete~~ with ~~larger~~existing ~~financial~~cash ~~services~~flow ~~firms,~~and ~~but~~then ~~rather~~continue towith ~~facilitate~~due ~~more~~diligence ~~trades~~efforts bythat ~~better~~will ~~informing our joint clients~~ and ~~providing~~do ~~them~~include ~~with~~testing ~~better~~software ~~trading tools~~performance. ~~The~~We ~~trading~~expect ~~tools~~negotiations ~~such as charts may be licensed~~ to ~~these~~result ~~same banks and brokers or subscribed to by users, directly~~ in ~~apps.~~purchases ~~We are broker agnostic~~ and ~~believe~~recently ~~that~~included ~~we can work with~~ the ~~banks~~lifestyle ~~and~~app ~~brokerage~~Themezone ~~firms who offer online and Smartphone trading access by~~ providing ~~them~~dynamic ~~with~~live ~~the~~wallpapers ~~opportunity~~for toa ~~generate~~downloading ~~additional commissions from their existing client base~~fee.

16The Company has not as yet generated substantial sales revenues as many of its key products are still under development but our first charting app was released in January for iOS and the Android version launched in June. Snapt Games Inc, wholly owned subsidiary, acquired the ThemeZone app in April and launched its Candy Chefs games in June (both have a download fee). Start-up operations to date have consisted of the formation of the Company, development of its business plan, identification of its target market, naming its trading software Intuitrader, incorporating subsidiaries and expanded research towards the development of its platform software. However, the company was able to engage in selling advertising in apps, obtaining download revenues, eBook sales, and testing its trading strategies in a limited fashion that all contributed modest revenues for this quarter.

~~Contracted~~We ~~Consultants~~have not been subject to any bankruptcy, receivership or similar proceeding to date.

~~Our~~In ~~directors~~our ~~currently~~third ~~provide~~quarter, ~~their~~the ~~time~~company ~~and~~launched ~~undertake~~a ~~duties~~wholly asowned ~~directors~~Delaware ~~without~~subsidiary ~~compensation~~named ~~for~~Snapt ~~these~~Games, ~~services~~Inc. Aton ~~the~~August ~~time~~4, 2017. Management admires graphic techniques used in the ~~Company~~gaming ~~derives~~industry ~~sufficient~~and ~~cash~~wants ~~flow~~to ~~from~~selectively ~~operations~~introduce orthese ~~financing~~to its charting tools and trading platforms. The company acquired its first game app for $3,500, rebranded it Chick Chick Boom and then in September released the ~~Company~~app ~~will~~worldwide ~~evaluate~~in both Apple and Android app stores. In November, the ~~ability~~company toformally ~~compensate~~launched ~~our~~its ~~directors~~second ‘swipe three’ game called Hogg Wild. The next game recently launched is Candy Chef and ~~future~~was ~~directors~~out before the summer.

Effective November 1, 2013, the Company began to accrue a monthly salary of $5,000 per month for the CEO and President on an ongoing basis. Accrued officer compensation as of April 30, 2018 and January 31, 2018 was $245,300 and $230,300, 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, 2019. 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.17

~~Intellectual~~On ~~Property~~September ~~Information~~9, 2017, the Company formed and incorporated a second wholly owned subsidiary named RCPS Management, Inc. in Colorado. This company will concentrate on the development of payment and escrow systems under the brand Verifundr. The technical documentation is completed and the company is ready to begin building this platform that will employ Blockchain to build its escrow contracts. The company became a member of the Enterprise Ethereum Alliance last November. The Company continues to explore blockchain technology and cryptocoins, SperaSM, our stable coin pegged to the US dollar. The Company intends to have Spera coin built by MLG Blackchain but requires further testing and payments, which are not yet completed, before it can be released as a beta product.

~~Our~~As ~~success and ability to compete will be dependent to~~ a ~~significant~~Fintech ~~degree~~company ondeveloping ~~our~~its ~~intellectual property~~platforms, ~~which~~APT ~~may~~services ~~include our trade name, trading models, visual chart styling~~ and ~~platform~~products ~~functionality.~~can Welater ~~intend~~extend to develop our technology internally and further acquire software. We will rely primarily on 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 noncompetition 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 obtain such registrations in the future.include:

~~Government~~Financial ~~Regulation~~Software and Analytical Software Development

WeAlgorithmic doApplied ~~not expect to be subject to material governmental regulation. However, it is our policy to fully comply with all governmental regulation and regulatory authorities.~~Technology

~~Research~~Trading Platforms and ~~Development~~Exchanges, Linked to User Brokerage Accounts

WeExplore ~~have~~Smart ~~incurred~~Contracts ~~minimal~~using ~~cost in the fiscal years ended April 30, 2018 and 2017, respectively, on research and development of~~ our ~~website~~Enterprise ~~and~~Ethereum ~~mobile~~Alliance applications that was included as part of consulting services incurred to date. We plan to spend further funds on research and development activities in the future as the development of our software applications continue if we are able to raise the necessary funding.membership

~~Environmental~~Use ~~Compliance~~Blockchain to develop platforms for cryptoassets based on ERC-20 protocols

WeThe ~~believe~~steps ~~that~~remaining wefor us to begin selling our products listed above are ~~not~~to ~~subject~~finalize the programming and rewriting of the existing software used in our products, specifically our dimensional charting tools and trading platform, begin sales and marketing campaigns, contact prospective licensees, and deliver our products, which we expect to ~~any~~complete ~~material~~in ~~costs~~less ~~for~~than ~~compliance~~90 days after our initial contact with ~~any~~prospective ~~environmental~~licensees. ~~laws~~Our app would be available to users on a subscription fee plan and we plan to grant licenses for 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.

~~Results~~Our mailing address is in an executive suite facility at 505 Montgomery Street, 11th Floor, San Francisco, CA 94111 which also provides office services, computer access and meeting space on demand. We consider this current executive office space with on-demand offices is an arrangement adequate for our current operations and will reassess our needs quarterly based upon the future growth of ~~Operations~~the Company. Our fiscal year end is January 31st.

WeNeeds 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. Assessment

~~For~~Management believes the ~~Three~~principal ~~Ended~~growth ~~April~~area ~~30,~~in ~~2018~~the ~~Compared~~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 and charting tool. Instead of merely importing existing software to allow on-the-go ~~Three~~research ~~Months~~and ~~Ended~~trading, ~~April~~we 30envision for our future products an information-dense and interactive display of the financial markets. At this time, ~~2017~~we believe that the future interactive display will include three-dimensional imaging that we intend to use to provide information in new ways that can better assist novice users learning about publicly traded companies and those users who are trading equities in the public markets.

~~Revenue~~Distribution methods of the products or services

~~The~~To ~~Company~~facilitate ~~generated~~marketing $0plans, inour ~~consulting~~products ~~revenue~~and inplatforms ~~during~~will be available initially in the ~~three~~“App ~~months~~Store” ~~ended~~managed ~~April~~by 30Apple Inc. Later, ~~2018~~these ~~and~~same ~~2017.~~products ~~Revenue~~will ~~from~~be ~~e-books~~available ~~sales~~to ~~were~~audiences ~~$65~~that prefer using other Smartphones such as Google’s Android and ~~$11,~~other ~~respectively,~~platforms. ~~for~~Especially in the ~~three~~case ~~month~~of ~~periods~~Apple, ~~ended~~these ~~April~~companies ~~30,~~will ~~2018~~provide marketing infrastructure to help developers reach their users and ~~2017,~~justify ~~respectively~~costs charged related to selling products from their app stores. AsAll anew ~~startup~~marketing ~~company,~~options wewithin ~~have~~North ~~generated~~America ~~only~~will ~~nominal~~be ~~revenue~~fully explored and implemented as it makes sense to do so. We plan to launch beta testing campaigns as well to attract prospective subscribers and garner suggestions for improvements.

~~Operating Expenses~~Organization

~~Operating~~We ~~expenses~~are ~~were~~comprised ~~$100,556~~of ~~for the~~ three ~~month~~corporations ~~period~~to ~~ended~~date ~~April~~and ~~30,~~do ~~2018~~not ~~compared~~rule toout ~~$84,038 for~~ the ~~three~~future ~~month~~possibility ~~period ended April 30, 2017, which is an increase~~ of ~~$16,508.~~acquiring ~~The~~or ~~increase~~creating inadditional ~~operating expenses for the three months ended April 30, 2018 as compared to the three months ended April 30, 2017 was due primarily to an increase in professional fees~~subsidiaries.

~~Operating Loss~~Competition

WeThe ~~incurred~~market anfor ~~operating~~financial ~~loss~~services ofsoftware ~~$100~~and services is competitive,~~491~~ rapidly evolving and ~~$84~~highly sensitive to new product introductions and marketing efforts by industry participants,~~037~~ ~~for~~although high conversion costs can create barriers to adoption of new products or technologies. The market is fragmented by the ~~three~~different ~~months~~offers ~~ended~~and ~~April~~served ~~30,~~by ~~2018~~both large-scale firms as well as firms that target only local markets or specific types of clients such as the millennial crowd. We also face competition from information systems developed and ~~2017,~~serviced ~~respectively~~internally by the IT departments of large financial services firms. ~~The~~We ~~increase~~believe that we can compete effectively by providing software contained in a mobile application, which provides proprietary buy/sell suggestions, and a platform to enhance trading ability of ~~$16~~users,~~454~~ although some of our existing competitors and potential competitors have substantially greater financial, technical, distribution and marketing resources than we have currently and may offer products with different functions or ~~20%~~features isthat ~~due~~are more attractive to ~~the~~potential ~~factors~~customers ~~described~~than ~~above~~our offerings.

1718

~~Other~~Moreover, ~~Income~~it ~~(Expense)~~is not our intent to compete with larger financial services firms, but rather to facilitate more trades by better informing our joint clients and providing them with better trading tools. The trading tools such as charts may be licensed to these same banks and brokers or subscribed to by users, directly in apps. We are broker agnostic and believe that we can work with the banks and brokerage firms who offer online and Smartphone trading access by providing them with the opportunity to generate additional commissions from their existing client base.

~~The~~Contracted ~~most significant component of Other Income (Expense) is related to interest expense related to notes payables.~~ Consultants

~~Net~~Our ~~Loss~~directors currently provide their time and undertake duties as directors without compensation for these services. At the time the Company derives sufficient cash flow from operations or financing, the Company will evaluate the ability to compensate our directors and future directors.

~~The~~Effective November 1, 2013, the Company ~~incurred~~began to accrue a ~~net~~monthly ~~loss~~salary of $~~160~~5,~~358~~000 per month for the ~~three~~CEO ~~months~~and ~~ended~~President ~~April~~on 30an ongoing basis. Accrued officer compensation as of July 31, 2018 ~~compared~~and toJanuary a31, ~~net~~2018 ~~loss~~was of$260,300 and $90230,~~717~~300, ~~for~~respectively. As resolved, the ~~three~~accrued ~~months~~compensation ~~ended~~will ~~April~~only 30be paid after January 1, ~~2017~~2018 as and when the directors decide the Company has sufficient liquidity to pay some, anor ~~increase~~all, of ~~$69,641~~the amounts accrued in cash or ~~77%~~by ~~due~~issuing shares. The President of the Company can also consider submitting a request to the ~~factors~~Board ~~discussed~~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, 2019. 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.

~~Cash~~Intellectual ~~flow~~Property ~~information for the three months ended April 30, 2018 is compared to the three months ended April 30, 2017~~Information

AsOur ofsuccess ~~April~~and 30ability to compete will be dependent to a significant degree on our intellectual property, ~~2018~~which may include our trade name, ~~the~~trading ~~Company~~models, ~~had~~visual ~~cash~~chart ofstyling ~~$18~~and platform functionality. We intend to develop our technology internally and further acquire software. We will rely primarily on trade secret,~~406~~ trademark, ~~insufficient~~copyright, ~~revenue~~domain name, patent and contract law to ~~meet~~protect ~~its~~our ~~ongoing~~intellectual ~~operating~~property. ~~expenses~~It is our intention to enter into confidentiality, intellectual property invention assignment and/or ~~liabilities~~noncompetition ofand ~~$885~~non-solicitation agreements or restrictions with our employees,~~209~~ ~~accumulated~~independent ~~losses~~contractors ofand $2business partners,~~956,597~~ and ato ~~shareholders’~~control ~~deficit~~access to and distribution of ~~$783~~our intellectual property. Currently,~~553~~ we do not have any registered copyrights or patents; however, we may obtain such registrations in the future.

~~The~~Government unaudited financial statements for the three months ended April 30, 2018 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.Regulation

~~Net~~We ~~cash~~do ~~used~~not ~~for~~expect ~~operating~~to ~~activities~~be ~~was~~subject ~~$82,294~~to ~~for~~material ~~the~~governmental ~~three month period ended April 30, 2018~~regulation. ~~This compares to net cash used for operating activities of $24~~However,~~515~~ ~~for~~it ~~the~~is ~~three month period ended April 30, 2017. In both periods~~ our ~~negative~~policy ~~cash~~to ~~flow~~fully ~~from~~comply ~~operations~~with isall ~~the~~governmental ~~result~~regulation ~~of insufficient revenue~~ and ~~profits~~regulatory ~~to offset ongoing operating expenses~~authorities.

~~Cash~~Research ~~flows used in investing activities were at $48,500~~ and ~~$900 for the three month periods ended April 30, 2018 and 2017 arising from software development.~~Development

~~Cash~~We ~~flows~~have ~~provided~~incurred byminimal ~~financing~~cost ~~activities~~in ~~were $102,500 for~~ the ~~three~~fiscal ~~month~~years ~~period~~ ended ~~April~~July 3031, 2018 ~~which~~and ~~compares~~2017, torespectively, ~~cash~~on ~~flows~~research ~~provided~~and bydevelopment ~~financing activities~~ of ~~$64,340~~our ~~for~~website ~~the~~and ~~three~~mobile ~~month~~applications ~~period~~that ~~ended~~was ~~April~~included ~~30,~~as ~~2017.~~part ~~During the three months ended April 30, 2018 we received $132,500~~ of ~~cash~~consulting ~~proceeds~~services ~~from~~incurred ~~the~~to ~~issuance of convertible notes payable~~date. ~~During~~We ~~the~~plan ~~same period we made payments of $30,000~~ to ~~pay~~spend ~~down~~further ~~Notes~~funds ~~Payable~~on research and ~~Convertible~~development ~~Notes~~activities ~~Payable.~~in Bythe ~~comparison,~~future ~~during~~as the ~~three~~development ~~months~~of ~~ended~~our ~~April~~software ~~30,~~applications ~~2017,~~continue if we ~~made~~are ~~repayments~~able to araise ~~director in~~ the ~~amount~~necessary ~~of $5,000, received $70,000 from the issuance of common and preferred shares~~funding.

~~Off-Balance~~Environmental ~~Sheet Arrangements~~Compliance

We ~~have~~believe nothat ~~off-balance~~we ~~sheet~~are ~~arrangements~~not subject to any material costs for compliance with any ~~party~~environmental laws.

~~Liquidity~~Results ~~and~~of ~~Capital Resources~~Operations

AsWe ofhave ~~April~~little ~~30,~~operating ~~2018~~history upon which to evaluate our intended business and sales. In addition, we ~~had~~have ~~cash~~a history of losses. Our activities have been directed at developing our business plans as to eventually generate significant revenues while marketing gaming and ~~cash~~lifestyle ~~equivalents~~apps inside of ~~$18,406.~~Snapt Games.

~~Over~~For the ~~next~~Three ~~twelve~~Months ~~months~~Ended weJuly do31, ~~expect~~2018 ~~some~~Compared ~~material capital costs~~ to ~~develop~~the ~~operations.~~Three ~~Our~~Months ~~estimated~~Ended ~~operating~~July ~~costs of $355~~31,~~000~~ ~~will be used for operations and reporting, but will be used to pay salaries as deemed reasonable by management.~~2017

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.Revenue

InThe ~~any~~Company ~~case,~~generated ~~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~~$7,119 ~~consequently, our sales. If we succeed~~ in ~~developing~~Games ~~clients~~revenue ~~for~~during ~~our~~the ~~services~~three ~~and~~months ~~generating~~ended ~~sufficient~~July ~~sales~~31, we2018 ~~will~~compared ~~have the potential~~ to ~~become~~$0 ~~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~~2017.

~~Plan of Operation~~19

~~Our~~Operating ~~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.~~Expenses

18Operating expenses were $388,546 for the three month period ended July 31, 2018 compared to $936,560 for the three month period ended July 31, 2017, which is a decrease of $548,014. The decrease in operating expenses for the three months ended July 31, 2018 as compared to the three Months ended July 31, 2017 was due primarily to a decrease in one time compensation to officers and directors related to a stock grant.

~~Marketing~~Operating ~~and Sales Efforts:~~Loss

~~Our~~We ~~marketing~~incurred ~~efforts~~an ~~will~~operating ~~primarily~~loss beof ~~related~~$381,427 toand ~~assuring~~$936,560 ~~our~~for ~~product~~the isthree ~~easily~~months ~~found~~ended inJuly ~~app~~31, ~~stores~~2018 and ~~create~~2017, ~~a smooth downloading experience~~respectively. WeThe ~~anticipate~~decrease ~~allocating seven percent~~ of ~~funds~~$555,133 ~~raised~~is ~~for~~due ~~marketing~~to asthe ~~well~~factors asdescribed ~~generating product awareness through paid investor relations programs~~above. ~~We believe that there will be sufficient funds available if a suitable advertising or promotional opportunity presents itself.~~

~~Once~~Other ~~the~~Income ~~app is live and we have had to begin initial Search Engine Optimization~~ (~~“SEO”~~Expense) 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.

~~Successful~~Other ~~implementation~~Income of(Expense) ~~our~~for ~~business~~the ~~strategy~~three ~~depends~~months onended ~~factors~~July ~~specific~~31, to2018 ~~the~~totaled ~~internet~~($470,065) ~~regulations~~compared ~~regarding~~to ~~equities trading~~($91,766) ~~app~~for ~~development licenses and~~ the ~~hand~~three ~~held~~months ~~device~~ended ~~industry~~July ~~and~~31, ~~numerous other factors that may be beyond our control~~2017. ~~Adverse~~The ~~changes~~increase in ~~the~~Other ~~following~~Expenses ~~factors~~of ~~could~~$378,299 ~~undermine~~was ~~our~~mainly ~~business~~attributed ~~strategy~~to ~~and have~~ a ~~material~~loss ~~adverse~~in ~~effect~~change ~~on our business, financial condition, and results~~ of ~~operations~~derivative ~~and cash flow~~liabilities.

~~Our~~Net marketing efforts will primarily be related to assuring our product is easily found in app stores and create a smooth downloading experience. We anticipate allocating seven percent of funds raised 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 or promotional opportunity presents itself. Loss

~~Once~~The ~~the~~Company ~~app~~incurred isa ~~live~~net ~~and~~loss weof ~~have had to begin initial Search Engine Optimization (“SEO”) work and internet marketing~~$851,492 wefor ~~believe sales will be initially supported through~~ the ~~Apple~~three ~~store~~months ~~and~~ended ~~our~~July ~~website.~~31, ~~The~~2018 ~~website~~compared ~~will be set up~~ to ~~record~~a ~~all~~net ~~visitors~~loss ~~automatically~~of ~~and~~$1,028,326 ~~billing~~for ~~will~~the bethree ~~handled~~months byended ~~Apple’s~~July ~~extensive~~31, ~~billing backend. This system will allow us to minimize staff~~2017, ~~maintain~~a ~~efficient~~decrease ~~delivery~~ of ~~products~~$176,834 ~~and~~due ~~keep~~to ~~records~~the ~~for~~factors ~~both~~discussed ~~accounting and marketing~~above.

~~Successful~~For ~~implementation of our business strategy depends on factors specific to~~ the ~~internet,~~Six ~~regulations~~Months ~~regarding~~Ended ~~equities~~July ~~trading~~31, ~~app~~2018 ~~development~~Compared ~~licenses~~to ~~and~~ the ~~hand~~Six ~~held~~Months ~~device~~Ended ~~industry~~July ~~and numerous other factors that may be beyond our control. Adverse changes in the following factors could undermine our business strategy and have a material adverse effect on our business~~31, ~~financial condition, and results of operations and cash flow:~~2017

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

~~the~~The ~~ability~~Company togenerated ~~anticipate~~$7,184 ~~changes~~ in ~~consumer~~App ~~preferences~~revenue ~~and~~during tothe ~~meet~~six ~~customers’~~months ~~needs~~ended ~~for~~July ~~trading~~31, ~~products~~2018 incompared ato ~~timely~~$11 ~~cost~~in ~~effective~~2017. ~~manner; and~~

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

~~For~~Operating ~~delivery~~expenses ofwere ~~our~~$489,102 ~~information~~for ~~globally,~~the ~~geopolitical~~six ~~changes,~~month ~~changes~~period inended ~~trading~~July ~~regulations~~31, ~~currency~~2018 ~~fluctuations~~compared to $1,020,608 ~~natural~~for ~~disasters~~the six month period ended July 31, ~~pandemics~~2017, ~~and~~which ~~other~~is ~~factors~~a ~~beyond~~decrease ~~our~~of ~~control~~$531,506. ~~may~~The ~~increase~~decrease in operating expenses for the ~~cost~~six ofmonths ~~items~~ended weJuly ~~purchase~~31, ~~create~~2018 ~~communication~~as ~~issues~~compared orto ~~render~~the ~~product~~six ~~delivery~~Months ~~difficult~~ended ~~which~~July ~~could~~31, ~~have~~2017 was due primarily to a ~~material~~decrease ~~adverse~~in ~~effect~~one ontime ~~our~~compensation ~~sales~~to officers and ~~profitability~~directors related to a stock grant.

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

~~Consulting~~We ~~Services~~incurred an operating loss of $481,918 and $1,020,597 for the six months ended July 31, 2018 and 2017, respectively. The decrease of $538,679 is due to the factors described above.

~~During~~Other ~~the~~Income three months ended April 30, 2018, the Company did not provide technical writing and computer assisted design services to other startups. This revenue source diminished as anticipated and is $0 for the quarter ending April 30, 2018.(Expense)

~~Seasonality~~Other Income (Expense) for the six months ended July 31, 2018 totaled ($529,932) compared to ($98,446) for the six months ended July 31, 2017. The increase in Other Expenses of $431,486 was mainly attributed to a loss in change of derivative liabilities.

WeNet ~~do not expect our revenues to be impacted by seasonal demands for our services.~~Loss

19The Company incurred a net loss of $1,011,850 for the six months ended July 31, 2018 compared to a net loss of $1,119,043 for the six months ended July 31, 2017, a decrease of $107,193 due to the factors discussed above.

Cash flow information for the Six Months ended July 31, 2018 compared to the Six Months ended July 31, 2017

As of July 31, 2018, the Company had cash of $9,388, insufficient revenue to meet its ongoing operating expenses, and liabilities of $1,685,979 accumulated losses of $3,808,089 and a shareholders’ deficit of $1,605,859.

The unaudited financial statements for the Six Months ended July 31, 2018 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 $190,562 for the six month period ended July 31, 2018. This compares to net cash used for operating activities of $84,597 for the six month period ended July 31, 2017. In both periods our negative cash flow from operations is the result of insufficient revenue and profits to offset ongoing operating expenses.

Cash flows used in investing activities were at $48,500 and $20,007 for the six month periods ended July 31, 2018 and 2017 arising from software development.

Cash flows provided by financing activities were $201,750 for the six month period ended July 31, 2018 which compares to cash flows provided by financing activities of $122,180 for the six month period ended July 31, 2017. During the Six Months ended July 31, 2018 we received $232,500 of cash proceeds from the issuance of convertible notes payable. During the same period we made payments of $30,750 to pay down Notes Payable and Convertible Notes Payable. By comparison, during the Six Months ended July 31, 2017, we made repayments to a director in the amount of $5,000, received $105,000 from the issuance of common and preferred shares, received $50,000 from issuance of convertible notes and made payments of $27,820 to pay down Notes Payable and Convertible Notes Payable.

Off-Balance Sheet Arrangements

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

Liquidity and Capital Resources

As of July 31, 2018, we had cash and cash equivalents of $9,388.

Over the next twelve months we do expect some material capital costs to develop operations. Our estimated operating costs of $655,000 will be used for operations and reporting, but will be used to pay salaries as deemed reasonable by management.

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.

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 anticipate allocating seven percent of funds raised 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 or promotional opportunity presents itself.

Once the app is live and we have had to begin 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.

Successful implementation of our 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 our control. Adverse changes in the following factors could undermine our business strategy and have a material adverse effect on our business, financial condition, and results of operations and cash flow.

the competitive environment in the app sector that may force us 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 our information globally, geopolitical changes, changes in trading regulations, currency fluctuations, natural disasters, pandemics and other factors beyond our control may increase the cost of items we purchase, create communication issues or render product delivery difficult which could have a material adverse effect on our sales and profitability.

Consulting Services

During the Six Months ended July 31, 2018, the Company no longer provides technical writing and computer assisted design services to other startups. This revenue source diminished as was anticipated and is $0 for the quarter ending July 31, 2018.

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 ~~April~~July 3031, 2018, 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 ~~April~~July 3031, 2018. Based on this assessment, management believes that as of ~~April~~July 3031, 2018, 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.

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.

2023

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

During the ~~three~~six month periods ended ~~April~~July 3031, 2018 and 2017, there ~~were~~was noone legal ~~proceedings~~proceeding, to which we are a party, which ~~could~~would not have a material adverse effect on our business, financial condition or operating results and none other 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 3. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Common Stock

The Company issued 5,000,000 to Triton Fund LLC as a donation; the donation supports the initiative founded by undergraduates from the University of California, San Diego (UC San Diego) and provided a press release accordingly on April 30, 2018. The share issuance was recorded as deferred offering costs and valued at $21,000.

Conversion notice was filed on May 31, 2018, in the amount of $15,000 each where the company issued 5,928,894 shares, This investor subsequently extended the note until October 14, 2018.

During the three months ending April 30, 2018 the Company issued 10,000,000 shares to settle $5,000 in convertible notes payable.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

During the quarter ended ~~April~~July 3031, 2018, there were no purchases of equity securities by the Company and affiliated purchasers.

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 ~~April~~July 3031, 2018, no options have been issued under this Plan.

ITEM 4. DEFAULTS UPON SENIOR SECURITIES

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.

On June 17, 2015 and June 28, 2015, the Company received $3,000 and $2,700, respectively, by way of unsecured short-term loans from a non-related party for a term of six months at 5% interest due upon repayment. The loans and accrued interest were scheduled to be repaid on December 31, 2015. The Company was successful in obtaining an extension until September 1, 2016. Currently, these short-term loans are past due, however there are no default penalties associated with these loan agreements. 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. Additional short term loans were provided in September, 2015 in the amount of $1,950, with a maturity date of January 31, 2016. This short-term lending arrangement is also past due, but does not carry any default penalty.

ITEM 5. MINE SAFETY DISCLOSURES

Not applicable to our Company.

ITEM 6. OTHER INFORMATION

None.

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ITEM 78. EXHIBITS

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

Exhibit Number	Description
3.1*	Articles of Incorporation
3.2*	Bylaws
31.1	Certification of Chief Executive Officer pursuant to Section 302
31.2	Certification of Chief Financial Officer pursuant to Section 302
32.1	Certification of Chief Executive Officer pursuant to Section 906
32.2	Certification of Chief Financial Officer pursuant to Section 906
Exhibit 101.INS		XBRL Instance Document (1)
Exhibit 101.SCH		XBRL Taxonomy Extension Schema Document (1)
Exhibit 101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (1)
Exhibit 101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (1)
Exhibit 101.LAB		XBRL Taxonomy Extension Label Linkbase Document (1)
Exhibit 101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document (1)

(1)

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

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

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SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on ~~June~~September 1419, 2018.

APT Systems, Inc.

By: /s/ Glenda Dowie

Glenda Dowie,

President and Chief Executive Officer

By: /s/ Carl Hussey

Carl 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	~~June~~September 1419, 2018
Glenda Dowie	Title	Date
/s/ Joseph Gagnon	Secretary, Chief Technical Officer and Director	~~June~~September 1419, 2018
Joseph Gagnon	Title	Date
/s/ Carl Hussey	Treasurer, Chief Financial Officer and Director	~~June~~September 1419, 2018
Carl Hussey	Title	Date

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