SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2017
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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)
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Delaware
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99-0370904
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(State or other jurisdiction
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(IRS Employer File Number)
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of incorporation)
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505 Montgomery Street,
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11
th
Floor
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San Francisco, CA
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94111
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(Address of principal executive offices)
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(Zip Code)
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(415) 200-1105
(Registrants telephone number, including area code)
Securities to be Registered Pursuant to Section 12(b) of the Act:
None
Securities to be Registered Pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 per share par value
Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
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No
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Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes
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No
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Indicate by check mark whether the registrant (1) has filed all Reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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:
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No:
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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
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No
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Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K is contained in this form and no disclosure will be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K.
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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.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
X
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes
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No
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State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed fiscal quarter. The aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold was $338,681, based on prices of other such stock as the Registrants securities are currently quoted.
As of May 15, 2016, registrant had outstanding 270,472,799 shares of common stock.
Documents incorporated by reference: None.
EXPLANATORY NOTE
APT Systems, Inc. (the Company, we, us or our) is filing this Amendment No. 1 on Form 10-K/A (the Amendment) to our Annual Report on Form 10-K for the year ended January 31, 2017,
solely to furnish Exhibit 101 to the Form 10K in accordance with Rule 405 of Regulation ST.
Except as described above, this Amendment does not modify or update in any way the financial position, results of operations, cash flows or other disclosures in, or exhibits to, the Original Form 10-K, nor does it reflect events occurring after the Original Form10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following financial information is filed as part of this report:
(a)
(1) FINANCIAL STATEMENTS
(2) SCHEDULES
(3) EXHIBITS. The following exhibits required by Item 601 to be filed herewith are incorporated by reference to previously filed documents:
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Exhibit
Number
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Description
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3.1*
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Articles of Incorporation
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3.2*
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Bylaws
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4.1*
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APT Systems, Inc. 2012 Equity Incentive Plan
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4.2**
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19% Convertible Note dated January 8, 2014
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31.1
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Certification of Principal Executive Officer pursuant to Section 302
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31.2
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Certification of Principal Financial Officer pursuant to Section 302
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32.1
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Certification of Principal Executive Officer pursuant to Section 906
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32.2
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Certification of Principal Financial Officer pursuant to Section 906
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101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Schema
101.CAL XBRL Taxonomy Calculation Linkbase
101.DEF XBRL Taxonomy Definition Linkbase
101.LAB XBRL Taxonomy Label Linkbase
101.PRE XBRL Taxonomy Presentation Linkbase
In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
*Previously filed with Form S-1 Registration Statement, on May 23, 2012
** Previously filed with the Annual Report on Form 10-K for the year ended January 31, 2014, on May 29,
2014
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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APT Systems, Inc.
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By:
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/s/ Glenda Dowie
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Glenda Dowie, President and Chief Executive Officer
(Principal Executive Officer)
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By:
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/s/ Carl Hussey
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Carl Hussey, Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
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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 capacities and on the dates indicated.
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/s/ Glenda Dowie
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President, Chief Executive Officer and Director
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May 17, 2017
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Glenda Dowie
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Title
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Date
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/s/ Joseph Gagnon
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Secretary, Chief Technology Officer and Director
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May 17, 2017
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Joseph Gagnon
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Title
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Date
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/s/ Carl Hussey
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Treasurer, Chief Financial Officer and Director
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May 17, 2017
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,Carl Hussey
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Title
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Date
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