APT : Quarterly OTC Pink Disclosure October 31, 2021

APT SYSTEMS INC

505 Montgomery Street, Floor 11, San Francisco, CA 94111

_______________________________

415-200-1105

www.aptsystemsinc.com

[e-mail]

SIC Code 8742

QUARTERLY Report

For the Period Ending: October 31, 2021

(the "Reporting Period")

As of quarter ending October 31, 2021, the number of shares outstanding of our Common Stock was:

2,449,480,426

As of quarter ending July 31, 2021, the number of shares outstanding of our Common Stock was:

2,449,480,426

As of year ending January 31, 2021, the number of shares outstanding of our Common Stock was:

2,208,423,836

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☐

No: ☒

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐

No: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

1 "Change in Control" shall mean any events resulting in:

(i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as def ined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;

1. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
2. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 1 of 32

Yes: ☐

No: ☒

1. Name and address(es) of the issuer and its predecessors (if any)

APT Systems, Inc

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

APT Systems, Inc. is incorporated in the State of Delaware and has an Active status as of the date of this report.

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

None

The address(es) of the issuer's principal executive office:

505 Montgomery Street, 11th Floor

San Francisco, CA 94111

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: ☒

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

N/A

1. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or b y being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 2 of 32

2)	Security Information
Trading symbol:	APTY
Exact title and class of securities outstanding:	Common Stock
CUSIP:		03834Y 101
Par or stated value:	$0.0001
Total shares authorized:	2,750,000,000 as of date: December 15, 2021
Total shares outstanding:	2,449,480,426 as of date: December 15, 2021
Number of shares in the Public Float2:	2,111,124,109 as of date: December 15, 2021
Total number of shareholders of record:	63 shareholders as of date: October 31, 2021
All additional class(es) of publicly traded securities (if any):
N/A
Transfer Agent
Name:	Pacific Stock Transfer Agent
Phone:	[phone]
Email:	[e-mail]
Address: 6725 Via Austi Parkway
	Suite 300
	Las Vegas, NV 89119
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒	No: ☐

1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

1. "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
2. To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 3 of 32

Shares Outstanding as of Second Most Recent
Fiscal Year End:
	Opening Balance		*Right-click the rows below and select "Insert" to add rows as needed.
Date 01/31/19	Common: 582,136,888
	Preferred: 1,172,500 (1)
Date of	Transaction	Number of	Class of	Value of	Were the	Individual/	Reason for	Restrict	Exemption
Transaction	type (e.g. new	Shares Issued	Securities	shares	shares	Entity	share issuance	ed or	or
	issuance,	(or cancelled)		issued ($/per	issued at a	Shares were	(e.g. for cash	Unrestri	Registration
	cancellation,			share) at	discount to	issued to	or debt	cted as	Type.
	shares			Issuance	market	(entities	conversion)	of this
	returned to				price at the	must have	-OR-	filing.
	treasury)				time of	individual	Nature of
					issuance?	with voting /	Services
					(Yes/No)	investment	Provided
						control
						disclosed).
2/21/2019	New	28,463,899	Common	$0.0004	No	Bellridge	Debt	Unrestr	Reg D
	Issuance					Capital LP	Conversion	icted
						- Robert	(Convertible
						Klimov	Notes)
3/05/2019	New	16,861,415	Common	$0.0004	No	Tonaquint,	Debt	Unrestr	Reg D
	Issuance					Inc. -	Conversion	icted
						John Fife	(Convertible
							Notes)
4/02/2019	New	31,275,862	Common	$0.0002	No	Power Up	Debt	Unrestr	Reg D
	Issuance					Lending	Conversion	icted
						Group	(Convertible
						LTD. -	Notes)
						Curt
						Kramer
4/03/2019	New	32,685,136	Common	$0.0002	No	Bellridge	Debt	Unrestr	Reg D
	Issuance					Capital LP	Conversion	icted
						- Robert	(Convertible
						Klimov	Notes)
4/04/2019	New	32,846,154	Common	$0.0002	No	Power Up	Debt	Unrestr	Reg D
	Issuance					Lending	Conversion	icted
						Group	(Convertible
						LTD. -	Notes)
						Curt
						Kramer
4/10/2019	New	32,847,826	Common	$0.0002	No	Power Up	Debt	Unrestr	Reg D
	Issuance					Lending	Conversion	icted
						Group	(Convertible
						LTD. -	Notes)
						Curt
						Kramer

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 4 of 32

4/11/2019	New	36,130,435	Common	$0.0002	No	Power Up	Debt	Unrestr	Reg D
	Issuance					Lending	Conversion	icted
						Group	(Convertible
						LTD. -	Notes)
						Curt
						Kramer
4/12/2019	New	36,108,696	Common	$0.0002	No	Power Up	Debt	Unrestr	Reg D
	Issuance					Lending	Conversion	icted
						Group	(Convertible
						LTD. -	Notes)
						Curt
						Kramer
4/15/2019	New	37,680,864	Common	$0.0002	No	Bellridge	Debt	Unrestr	Reg D
	Issuance					Capital LP	Conversion	icted
						- Robert	(Convertible
						Klimov	Notes)
4/16/2019	New	12,782,609	Common	$0.0002	No	Power Up	Debt	Unrestr	Reg D
	Issuance					Lending	Conversion	icted
						Group	(Convertible
						LTD. -	Notes)
						Curt
						Kramer
4/24/2019	New	50,000,000	Common	$0.0002	No	Tonaquint,	Debt	Unrestr	Reg D
	Issuance					Inc. -	Conversion	icted
						John Fife	(Convertible
							Notes)
4/25/2019	New	42,683,636	Common	$0.0002	No	Bellridge	Debt	Unrestr	Reg D
	Issuance					Capital LP	Conversion	icted
						- Robert	(Convertible
						Klimov	Notes)
12/24/2019	New	48,333,333	Common	$0.0001	No	Power Up	Debt	Unrestr	Reg D
	Issuance					Lending	Conversion	icted
						Group	(Convertible
						LTD. -	Notes)
						Curt
						Kramer
1/07/2020	New	50,833,333	Common	$0.0001	No	Power Up	Debt	Unrestr	Reg D
	Issuance					Lending	Conversion	icted
						Group	(Convertible
						LTD. -	Notes)
						Curt
						Kramer
1/14/2020	New	53,333,333	Common	$0.0001	No	Power Up	Debt	Unrestr	Reg D
	Issuance					Lending	Conversion	icted
						Group
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)				Page 5 of 32