APT SYSTEMS INC - 10-Q - MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

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

Forward-Looking Statements This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain forward-looking. Such forward-looking statements are based on current expectations, estimates, and projections about our industry, management beliefs, and certain assumptions made by our management. Words such as "anticipates", "expects", "intends", "plans", "believes", "seeks", "estimates", variations of such words, and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements.

Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. However, readers should carefully review the risk factors set forth herein and in other reports and documents that we file from time to time with the Securities and Exchange Commission, particularly the Report on Form 10-K, Form 10-Q and any Current Reports on Form 8-K.

Overview and History APT Systems, Inc. was incorporated in the State of Delaware on October 29, 2010.

It is a development stage company and has not yet generated any revenues. Its limited start-up operations have consisted of the formation of the Company, development of its business plan, identification of its target market and the research and development of its product. Other than the offering described in the S-1 Registration Statement that became effective on November 30, 2012, we do not plan on raising any additional funds within the next twelve months. We have not been subject to any bankruptcy, receivership or similar proceeding.

The company operations are currently being conducted out of the premises of its President, Glenda Dowie on a rent-free basis during its development stage. The office is at 16904 76 Street, Edmonton, AB, Canada T5Z 3Z9. The Company considers its current principal office space arrangement adequate and will reassess its needs based upon the future growth of the Company. Its fiscal year end is January 31st.

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

In order to advance itself during its development stage, APT Systems can roll out traditional trading tools and publish charts for the hand held market to test plans and generate cash flow. However, these tools would be refreshed with leading edge graphics and networking technology to become desirable real-time and interactive trading assistance software.

APT services can extend to include: - Mobile Trading App Development - Sophisticated Robust Security Solutions - Data-driven Applications Technology - Financial Software Development - Analytical Software Development - Algorithmic Applied Technology - Trading Platform Refinement and Development The steps remaining for the company to begin selling its above listed products are to finalize the programming of the software used in its products, specifically its dimensional charting tools, begin sales and marketing campaigns, contact prospective licencees, which the company expects to complete within 30 days, and deliver its products, which the company expects to complete in less than 180 days after its initial contact with prospective licensees. The user friendly charts will be available to users on a subscription fee plan and will be available under license from other financial companies and brokerage firms who we will attempt to sell our product to. The goal is to have our product used by both handheld (tablet and Smartphone application users) and web based clients.

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

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

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

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

Results of Operations The Company hasgenerated no revenue since inception on October 29, 2010 and has incurred $84,916 in total costs and expenses through October 31, 2012. The Company generated no revenue for the nine months ended October 31, 2012, and has incurred $14,485 in Professional expenses and $54,395 in General and administrative expenses.

In its audited financial statements as of January 31, 2012 the Company was issued an opinion by its auditors that raised substantial doubt about the ability to continue as a going concern based on the company current financial position. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully develop and market our products and our ability to generate revenues.

13 Operating expenses, which consisted solely of professional fees, general and administrative expenses for the three month period ended October 31, 2012, were $7,210. This compares with operating expenses for the three month period ended October 31, 2011 of $0. The major components of general and administrative expenses include accounting fees, consulting fees and legal fees.

As a result of the foregoing, we had a net loss of $7,786 for the three month period ended October 31, 2012. This compares with a net loss for the three month period ended October 31, 2011 of $0.

Operating expenses, which consisted solely of professional fees, general and administrative expenses for the nine month period ended October 31, 2012 were $68,880. This compares with operating expenses for the nine month period ended October 31, 2011 of $0. Operating expenses from October 29, 2010 through October 31, 2012 were $84,347. The major components of professional fees, general and administrative expenses include accounting fees, consulting fees and legal fees.

As a result of the foregoing, we had a net loss of $69,449 for the nine month period ended October 31, 2012. This compares with a net loss for the nine month period ended October 31, 2011 of $0. For the period from October 29, 2010 through October 31, 2012 our net loss was $84,916.

There is no historical financial information about the Company upon which to base an evaluation of its performance. It is in start-up/development stage operations and has not generated any revenues. The Company cannot guarantee it will be successful in its business operations.

Currently, the company will require a minimum of $50,000 over the next 12 months, which will be funded either through operations or through the sale of its common stock pursuant to the S-1 Registration Statement that became effective on November 30, 2012.

Liquidity and Capital Resources.

As of October 31, 2012, we had cash or cash equivalents of $7,034. As of January 31, 2012, we had cash or cash equivalents of $39,068.

Net cash used for operating activities was $32,034 for the nine month period ended October 31, 2012. This compares to net cash used for operating activities of $0 for the nine month period ended October 31, 2011. For the period from October 29, 2010 through October 31, 2012 they were $64,766.

Cash flows from investing activities were $-0- from our inception on October 29, 2010 through October 31, 2012.

Cash flows provided by financing activities were $0 for the nine month period ended October 31, 2012 which compares to cash flows provided by financing activities of $-0- for the nine month period ended October 31, 2011. For the period from October 29, 2010 through October 31, 2012 they were $71,800.

As of October 31, 2012, our total assets were $7,034 and our total liabilities were $20,150. As of January 31, 2012, our total assets were $56,808 and our total liabilities were $475 in accounts payable.

Off-Balance Sheet Arrangements We have no off-balance sheet arrangements with any party.

Plan of Operation.

Our plan for the twelve months beginning October 31, 2012 is to operate at a profit or at break even. Our plan is to attract sufficient additional product sales and services within our present organizational structure and resources to become profitable in our operations.

Finalize Dimensional Charting Tools: It is the intention to first focus in the development of dimensional stock charts for use in financial apps for Smartphones and to apply for an Apple Developer billing privileges with a view to initially test their software with e-books sales delivered to the iPhone and iPad market in North America. Some initial work has taken place on the e-book and charting tools, as current funding has allowed. The Company is now focused on the completion of a user-friendly charting tool for hand held devices. Presently the Company is in possession of the e-book for a stock trading strategy and will work to move it into a format acceptable for iPads and iPhones.

14 In addition to the creation of its corporate website the company will procure expertise to help optimize its reach in search engine ranking through SEO (Search Engine Optimization) works. Our reserved domain is www.aptsystemsinc.com.

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

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

Successful implementation of the company business strategy depends on factors specific to the internet, regulations regarding equities trading, app development licenses and the hand held device industry and numerous other factors that may be beyond its control. Adverse changes in the following factors could undermine its business strategy and have a material adverse effect on its business, its financial condition, and results of operations and cash flow: º the competitive environment in the app sector that may force the Company to reduce prices below the optimal desired pricing level or increase promotional spending; º the ability to anticipate changes in consumer preferences and to meet customers' needs for trading products in a timely cost effective manner; and º the ability to establish, maintain and eventually grow market share in a competitive environment.

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

Concurrent Developments (0-12 months) Future Trends use E-Books as a method for Training: Future product considerations revolve around enhanced or animated e-books.

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

Recently Issued Accounting Pronouncements.

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

Seasonality.

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

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