SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

(X)      QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


For the quarterly period ended December 31, 1994.
                                       OR

(   )    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
Commission File No.  0-8489

                              APOGEE ROBOTICS, INC.
             (Exact name of Registrant as specified in its charter)

              COLORADO                                         84-0916585
      (State of incorporation)                               (IRS Employer
                                                           Identification NO.)
         1625 Broadway, Suite 1600
             Denver, Colorado                                  80202
(Address of Principal Executive Office)                       Zip Code


       Registrant's telephone number, including Area Code: (303) 573-1600

                                       N/A
             (Former name, former address and former fiscal year, if
                           changed since last report)

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.

         X
       YES                                 NO



                      APPLICABLE ONLY TO CORPORATE ISSUES:

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date.


Class of Stock          No.  of Shares Outstanding                   Date
--------------          --------------------------                   ----
Common Stock                    18,195,022                      June 24, 1996

                                                       1

<PAGE>



                              APOGEE ROBOTICS, INC.
                                   10-Q INDEX
                                December 31, 1994


                                                                       PAGE NO.

Part I - Financial Information

         Item 1. - Financial Reports

                  Balance Sheets - December 31, 1994 and
                    June 30, 1994                                      3 - 4


                  Statements of Operations - Three and six month
                    Periods Ended December 31, 1994 and 1993             5

                  Statements of Cash Flows - Three months
                    Ended December 31, 1994 and 1993                     6

                  Notes to Financial Statements                        7 - 8

         Item 2. - Management's Discussion and Analysis of
                  the Financial Condition and Results of
                  Operations                                           9 - 11

Part II - Other Information

         Item 1. - Legal Proceedings                                    12

         Item 5. - Other Information                                   12 - 16

         Item 6. - Exhibits and Reports on Form 8-K                      16

         Signatures                                                      17

                                                       2

<PAGE>



                         PART I - FINANCIAL INFORMATION

                              APOGEE ROBOTICS, INC
                             (Debtor-in-Possession)

                                  BALANCE SHEET
<TABLE>
<CAPTION>

                                                                       December 31,              June 30,
                                                                       1994                      1994

                                                     ASSETS
<S>                                                                  <C>                     <C>

Current Assets
         Cash                                                          $   45,573                $    49,675
         Certificates of deposit                                                                     200,000
         Contract receivables                                                                          7,317
         Inventories                                                       31,000                    299,738
         Costs and estimated earnings in excess of billings on
         uncompleted contracts                                                                       176,650
         Nonmarketable securities at net realizable value, aggregate
         cost of $1,726,665 and $1,595,675, respectively                  500,000                    824,250
         Other current assets                                                                        106,133
                                                                       ----------                    -------
                  Total current assets                                    576,573                  1,663,763
                                                                       ----------                  ---------

OTHER ASSETS
         Investment in AGVI                                               150,000                          -
         Purchased AGVS software, net                                      40,000                    345,126
         Equipment, net                                                                              130,873
         Deposits and other assets                                         10,848                     17,397
                                                                           ------                -------------
                  Total other assets                                      200,848                    493,396
                                                                          -------                 ------------

TOTAL ASSETS                                                           $  777,421                 $2,157,159
                                                                         ----------               ----------
</TABLE>

                                                       3

<PAGE>



                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S>                                                                    <C>                    <C>   

CURRENT LIABILITIES:
         Notes payable                                                 $                         $    526,105
         Note payable - related party                                                                 288,534
         Accounts payable                                                                             268,719
         Estimated losses on uncompleted contracts                                                    107,766
         Other accrued liabilities                                           10,148                   178,018
         Billings in excess of costs and estimated earnings on
         uncompleted contracts                                                                        219,231
                                                                       ----------------          ------------
                  Total current liabilities                                  10,148                 1,588,373
                                                                       ------------              -----------

LIABILITIES SUBJECT TO COMPROMISE                                         3,697,132                        -

STOCKHOLDERS' EQUITY
         Preferred stock, $.01 par value; 100,000 shares authorized;
         1,082,912 shares outstanding in 1994                                                         10,829
         Common stock, no par value; 50,000,000 shares authorized;
         18,205,151 and 16,472,110 shares issued and outstanding in
         1995 and 1994, respectively                                      10,683,590               9,968,153
         Redeemable preferred stock of investee received in
         exchange for common stock                                                                 (600,000)
         Other capital                                                        33,349                 853,414
         Accumulated deficit                                             (13,646,798)            (9,663,610)
                                                                           ------------          -----------
                  Total stockholders' equity                              (2,929,859)               568,786
                                                                           ------------          -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $     777,421             $2,157,159
                                                                       -------------             ----------
</TABLE>


                                                       4

<PAGE>





                                               APOGEE ROBOTICS, INC.
                                             STATEMENTS OF OPERATIONS
                                                    (Unaudited)
<TABLE>
<CAPTION>


                                                              FOR THE                            FOR THE
                                                              THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                               DECEMBER 31,                      DECEMBER 31,
                                                              ------------                        ------------
                                                              1994              1993             1994              1993
                                                              ----              ----             ----              ----
<S>                                                         <C>             <C>  

CONTRACT REVENUES AND SALES                                  $   33,064        $   13,322       $ 457,233         $  398,327

COSTS OF REVENUES AND SALES                                   1,189,232           417,578       1,622,174            835,072
                                                              ---------        ----------        --------           --------

GROSS LOSS                                                   (1,156,168)         (404,256)     (1,164,941)          (436,745)
                                                            -----------        ----------       ----------        ----------

OPERATING EXPENSES:
         Selling, G & A                                         804,069           255,913       1,038,272            424,757
         Loss on AGVI                                           636,083                 -         636,083                 -
         Research & Development                                       -             1,898               -              5,604
                                                              ---------------   ---------    -------------      -------------

Total Operating Expenses                                      1,440,152          257,811        1,674,355             430,361
                                                              ---------        ----------      ----------            --------

LOSS FROM OPERATIONS                                         (2,596,320)        (662,067)      (2,839,296)           (867,106)
                                                                    

OTHER INCOME (EXPENSES), net                                    (45,591)         (29,258)         (66,750)          (42,249)
                                                             ------------      -----------      -----------       -----------


LOSS BEFORE REORGANIZATION ITEMS                              (2,641,911)        (691,325)       (2,906,046)       (909,355)
                                                               ----------       -----------      -----------       ---------

REORGANIZATION ITEMS:
         Provision for rejected executory contracts           (1,066,994)                        (1,066,994)
         Professional fees                                     (  10,148)                           (10,148)
                                                              -------------                      -------------
                  Net loss                                   $(3,719,053)       $(691,325)      $(3,983,188)      $(909,355)
                                                              ------------      ----------       -------------     --------

LOSS PER COMMON SHARE                                        $      (.20)       $    (.07)      $      (.22)      $    (.10)
                                                              -------------     -------------    --------------    ------------

WEIGHTED AVERAGE SHARES OUTSTANDING                           18,195,022         9,622,110       17,907,870        9,166,907
                                                              ----------        ----------       ----------        ---------

</TABLE>


                                                       5

<PAGE>





                              APOGEE ROBOTICS, INC.
                             (Debtor-in-Possession)

                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>


                                                                          FOR THE
                                                                          SIX MONTHS ENDED
                                                                          DECEMBER 31,
                                                                          1994             1993

<S>                                                                     <C>            <C>    

CASH FLOWS FROM OPERATING ACTIVITIES
         Net loss                                                           $(3,983,188)$  (909,355)
         Adjustments to reconcile net loss to net cash used in operating
              activities:
                  Depreciation and amoritization                                 83,016      83,812
                  Write-down of property and software to net realizable
                  value                                                         352,220
                  Provision for inventory losses                                280,000
                  Loss on investment in AGVI                                    636,083
                  Debt premium amoritization
         Increase (decrease) from changes in assets and liabilities:
                  Liabilities subject to compromise                           2,239,365
                  Contract receivables                                            7,317      16,615
                  Inventories                                                   (11,262)    (36,332)
                  Cost and estimated earnings in excess of billings on
                      uncompleted contracts                                     176,650     269,571
                  Accounts payable and accrued liabilities                     (362,967)   (154,962)
                  Billings in excess of costs and estimated earnings on
                      uncompleted contracts                                    (219,231)    (44,128)
                  Other                                                           2,703      24,689
                                                                             ---------- --------------
              Net cash used in operating activities                            (799,294)   (750,090)
                                                                          -------------- -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
         Redemptions of certificates of deposit                                             100,000
         Proceeds from investments                                               71,250           -
         Purchase of AGVS software                                                    -     (35,984)
         Other                                                                  (42,553)    (12,195)
                                                                           ------------- ------------
              Net cash provided by investing activities                          28,697      51,821
                                                                            ------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
         Cash advance from an affiliate of a former director                    115,000             -
         Borrowings under short-term debt agreements                                          175,000
         Repayments under short-term debt agreements                           (12,426)      (406,206)
         Proceeds from issuance of common stock and preferred stock            663,921      1,019,085
         Payments of deferred offering costs                                         -       (112,465)
                                                                         -------------- --------------
              Net cash provided by financing activities                        766,495        675,414
                                                                          ------------  --------------

INCREASE (DECREASE) IN CASH                                                     (4,012)       (22,855)

CASH, at beginning of year                                                      49,675        171,527
                                                                          ------------  -------------

CASH, at end of year                                                       $    45,573  $    148,672
                                                                           -----------  ------------

</TABLE>


                                                       6

<PAGE>



                              APOGEE ROBOTICS, INC.
                          Notes to Financial Statements

1. In the opinion of management, the accompanying unaudited financial statements
contain all adjustments (all of which were normal recurring  accruals) necessary
to present fairly the Company's  financial  position as of December 31, 1994 and
June 30, 1994,  the results of its  operation  three and six month periods ended
December 31, 1993 and 1994;  and the  statements of cash flows for the six month
period ended December 31, 1993 and 1994.

The accounting policies followed by the Company are set forth in the 1994 Apogee
Robotics, Inc. 10-K Annual Report.

2.  Inventories  at  December  31,  1994 and June 30,  1994  consisted  of robot
components, assembly parts and AGVS vehicles.

3. Earnings  (loss) per common share is based on the weighted  average number of
common shares outstanding during the period.  Outstanding  convertible preferred
stock,  common  stock  warrants  and  options  have  not  been  included  in the
computation  of net  (loss) per  common  share  when the effect  would have been
antidilutive.

4. Contingencies.

         (a) Conagher & Co., Inc. ("Conagher") revoked its obligations under the
amended subscription  agreement on November 21, 1994. This revocation caused the
collapse  of the  SI  acquisition  resulting  in the  suspension  of  operations
November  28,  1994 and the  declaration  of  bankruptcy  on  December  9, 1994.
Conagher  initiated legal action against the Company and certain of its officers
and directors on December 2, 1994 alleging financial misrepresentation (See Part
II, Item 1 - Legal Proceedings and Item 5 - Other Information discussed below).

         (b) As reported in footnote 5 hereunder, AGV Acquisitions, Inc. ("AGV")
(which  became  Apogee's   wholly  owned   subsidiary   simultaneous   with  the
acquisition)  acquired the AGVS assets of SI Handling  Systems,  Inc.  ("SI") on
October 4, 1994 for  $2,000,000  cash and  $1,000,000 in  convertible  preferred
stock.  Closing was evidenced by the payment of $250,000 cash (which  management
subsequently  discovered was funded by Quadrax  Corporation rather than Conagher
under the  Revised  Agreement).  Amendment  #2 to the Asset  Purchase  Agreement
between  AGV and SI,  required  SI to furnish  Apogee  with  certain  assignment
consents  and lein  waivers no later than  November  4, 1994,  which  items were
omitted  under the  original  purchase  documentation.  After  receipt  of those
consents and waivers,  Apogee would be required to pay an additional $250,000 to
close the  transaction.  SI  subsequently  failed to provide these  consents and
waivers. Apogee management attempted to restructure certain terms and conditions
of the Asset Purchase Agreement to avoid declaration of default. Hayton's abrupt
resignation  from Apogee's Board of Directors and revocation of Conagher's stock
subscription agreements with Apogee terminated those negotiations.

         The Company initiated an Adversary  Proceeding against SI in the Denver
Bankruptcy Court on January 20, 1995. A compromise agreement between the parties
was entered into on  September  12,  1995,  that was approved by the  Bankruptcy
Court on October 30, 1995.

         (c)  Management is unable to ascertain with any certainty to amount and
extent of creditor claims that may be filed against the bankruptcy estate.

5.  Proceedings Under Chapter 11.

         On December 9, 1994 (petition  date), the Company and it's wholly owned
subsidiary,  AGV, filed a voluntary petition for reorganization under Chapter 11
of the U.S.  Bankruptcy Code in the United States  Bankruptcy Court. The Company
continues business operations as a debtor-in-possession, subject to the approval
of the Court for certain of its proposed actions.

         As of the petition date, actions to collect  pre-petition  indebtedness
were stayed and other  contractual  obligations may not be enforced  against the
Company.  In  addition,  the Company may reject  executory  contracts  and lease
obligations during pendency of the Chapter 11 proceedings,  and parties affected
by these rejections may file claims with the Bankruptcy Court in accordance with
the  reorganization  process.  Substantially  all unsecured  liabilities  of the
Company as of the petition date are subject to compromise

                                                              7

<PAGE>



under a plan of reorganization which has not yet been completed; when completed,
the  plan of  reorganization  must be  voted  upon by all  impaired  classes  of
creditors and equity security holders and approved by the Bankruptcy Court.

6.  Acquisition of AGV

         On October  5,  1994,  the  Company  acquired  the net assets of AGV, a
company  wholly owned by certain of the Company's  directors,  which on the same
date acquired  substantially  all of its net assets from SI. The acquired assets
consisted  primarily of technology,  inventories,  equipment and machinery,  and
contract rights. Quadrax Corporation, an affiliate of Conagher advanced $250,000
at closing of the  acquisition  on behalf of the  Company.  SI failed to provide
certain  consents  and  waivers,  and  subsequent  to  the  Company  filing  for
bankruptcy,  SI seized control of the disputed  assets.  Apogee and SI reached a
compromise agreement in September, 1995 resolving all claims between the Company
and SI  arising  from  this  transaction.  The  agreement  was  approved  by the
bankruptcy court in October,  1995. The Company's  investment in AGV, originally
recorded at  $250,000  paid at closing,  was  reduced to the  $150,000  which SI
agreed to remit to the Company in  accordance  with the  compromise  as disputed
claims.

         The Company did not  consolidate  the assets of AGV as of December  31,
1994 since  control was  temporary;  claims filed by its creditors and employees
have been included in liabilities subject to compromise as disputed claims.

7.  Liabilities Subject to Compromise.

         The  Company  is in the  process of  disputing  certain  claims  filed,
including  all claims  filed by former  cimpoyees  and trade  creditors  of AGV.
Management of the Company believes that such  liabilities  represent a liability
of SI. The Company is unable to predict  whether or not it will be successful in
disupting claims filed.

         No  provision  has been  made for the  effect  of  preference  or other
actions as they cannot be determined at this time.






                                                              8

<PAGE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

General

         Revenues derived from long-term  contracts are recognized  according to
the  percentage-of-completion  method,  measured  by the  percentage  of costs
incurred to date versus the estimated  total  contract  cost for each  contract.
Costs include  materials,  direct labor,  subcontractors,  and  engineering  and
maunfacturing overhead. Provision for estimated losses is made in the period for
which they become determinable.

         Since Apogee's contract  revenues have historically  consisted of large
sales to a limited number of customers and since large projects are billed under
the percentage-of-completion  method, certain balance sheet items will fluctuate
substantially  between  periods.  As many large  projects  are billed at certain
intervals, as opposed to monthly, the balance sheet category Costs and Estimated
Earnings  will increase as costs on the project  accumulate.  Once an invoice is
sent to the  customer,  such amounts are  transferred  to Contract  Receivables.
Contract  receivables  in turn will vary as Costs and Earnings on large projects
are billed and subsequently collected. Conversely, if Apogee receives an advance
or down payment on an order,  the amounts  received are reflected as Billings in
Excess of Costs and Estimated Earnings.  Such amounts are gradually  transferred
to Contract  Revenues  Earned as Apogee  progresses  with work on the particular
project.

         On November 28, 1994, Apogee suspended operations pending the filing of
a petition under Chapter 11 of the Federal Bankruptcy Rules on December 9, 1994.

Liquidity and Capital Resources

         Apogee's  current  assets  decreased  65.3% to $576,573  for the period
ended December 31, 1994 from $1,663,763 for the fiscal year ended June 30, 1994.
This decrease was a result of the following conditions:

         1)   Surrender  of a  Certificate  of Depost of  $200,000 to the lender
              holding this deposit as security for a line of working capital;

         2)   Elimination  of all  Costs  and  estimated  earnings  in excess of
              billings on uncompleted contracts as a result of the suspension of
              the Company's operations on November 28, 1994;

         3)   Write-off  of other  current  assets  of  $106,133  consisting  of
              prepaid  expenses and the cash  surrender  value of life insurance
              policies.

         The Company's other assets decreased 59.3% as a result of the reduction
of value in the purchased  AGVS software and equipment to reflect  salvage value
only as a consequence  of the Company's  bankruptcy  filing.  This reduction was
partially  offset  by  the  inclusion  of  value  for  the  acquisition  of  AGV
Acquisitions, Inc. (a by-product of the Company's acquisition of the AGVS assets
of SI  Handling,  Inc.)  (See  Part II.  Item 5 - Other  Information  discussion
below). This amount was recorded at the eventual settlement value in the

                                                              9

<PAGE>



Company's  dispute with SI Handling  Systems  Inc.  (See Part II. Item 5 - Other
Information discussion below).

         Historically,  the Company's operations have not generated cash. Apogee
has derived working capital through public and private sales of its Common Stock
and  from   short-term   borrowings.   Since  1983,  the  Company  has  received
approximately $10.5 million from the sale of its Common Stock.

         During the period  ended  December  31,  1994,  Conagher  revoked  it's
subscription  agreements with the Company on November 21, 1994, which caused the
collapse of  negotiations  with SI Handling  Systems,  Inc. over defaults in the
agreement  to  purchase  their AGVS  assets;  the Company  suspended  operations
effective  November 28, 1994; and filed for  bankruptcy  under Chapter 11 of the
Federal  Bankruptcy  Codes on  December  9, 1994  (See  Part II,  Item 1 - Legal
Proceedings and Item 5 - Other Information discussions below).

Results of Operations

         Revenues for the three and six months  periods ended  December 31, 1994
increased 148.29% and 14.8% respectively from the comparable prior periods ended
December 31, 1993. These increases were the result of increased  sales.  Cost of
goods sold for the same three and six months periods  increased 184.8% and 94.3%
repectively from the comparable prior periods, which increases could normally be
expected as a result of  increases  in sales.  However,  cost of goods sold as a
percentage  of income  increased  to 3496.76% in the current  three month period
from 3034.5% in the comparable  three month prior period and increased to 254.8%
in the current six month  period from 109.6% in the  comparable  six month prior
period.  During the current  period,  the Company  continued to experience  cost
overruns and delays in its major  projects.  These  increases  contributed to an
increase in Gross Losses in the current  three and six month periods of 185% and
166.7% to $1,156,168  and  $1,164,941  respectively  from the  comparable  prior
periods in 1993.

         Operating  expenses for the three month period ended  December 31, 1994
increased  458.8% to  $1,440,152  from $257,811 in the  comparable  prior period
ended  December 31, 1993.  This  increase  occurred as a reslut of the following
conditions:

         1)   S,G, & A expenses  increased  214.2% to  $804,069  in the  current
              three month period from $255,913 in the comparable prior period as
              a result of the increased expenses associated with the acquisition
              of the AGVS assets of SI Handling Systems, Inc. And the relocation
              of the Ft. Collins, CO facility to Rochester Hills, MI;

         2)   Recording a loss of $636,083 on the AGV Acquisitions activity as a
              result of the failure of the acqusition agreement with SI Handling
              Systems, Inc. (See Part II. Item 1 - Legal Proceedings and Item 5.
              - Other Information discussions below); and

         3)   Accruals  for  professional  services  related  to  the  Company's
              bankruptcy estate.

The 289.1% increase in operating expenses to $1,674,355 for the six month period
ended December
                                                              10

<PAGE>



31, 1994 from $430,361 in the comparable six month prior period occurred for the
same reasons as indicated  above.  These factors were also  responsible  for the
loss from  operations to $2,596,320  and $2,839,296 in the current three and six
month periods respectively ended December 31, 1994 from $662,067 and $867,106 in
the comparable three and six month periods respectively ended December 31, 1993.

         The net loss of $3,719,053  and  $3,983,188 for the three and six month
periods  respectively ended December 31, 1994 occurred as a result of all of the
above factors,  in addition to a provision of $1,066,994 for rejected  executory
contracts under the Company's  bankruptcy estate. This loss represented 438% and
338%  increases  respectively  from the  comparable  three and six month periods
ended December 31, 1993.

         Company management is actively pursuing a reorganization plan under the
bankruptcy  estate  that  would  allow  Apogee to  return to active  operations.
Discussions with merger candidates are ongoing.



                                                              11

<PAGE>



                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         The  following  legal  proceedings  involving the Company are currently
pending:

         1) Case No. 94-22193-CEM, Chapter 11 and Case No. 94-22194-MSK, Chapter
         11,  Jointly  administered  under  Case No.  94-22193-CEM  filed in the
         United States Bankruptcy Court,  District of Colorado December 9, 1994.
         Apogee and it's wholly owned subsidiary, AGV sought protection from its
         creditors  under  Chapter  11  of  the  Federal   Bankruptcy   Statutes
         appertaining  thereto.  Management believes that the Company is current
         in all of its bankruptcy filings.

         2) Case No.  CV-ED94-270-RT  (GAKX) filed in the U. S. District  Court,
         Central  District  of  California,  December  2, 1994 and  subsequently
         removed to the U.S.  District  Court,  District of Colorado on February
         16, 1995.  This action was filed by Conagher  against  Apogee;  certain
         Company  managers and directors;  and the Company's  outside  auditors,
         Brock  &  Co.,  Inc.,  alledging  various  securities   violations  and
         misrepresentations.  These  proceeding are currently under an automatic
         stay  provided  under  bankruptcy  statutes.  As a result of a Proof of
         Claim filed by Conagher,  these claims,  in addition to  counterclaims,
         will  be  defended  in the  bankruptcy  court  under  Claims  Objection
         proceedings.  Company management believes that it will be successful in
         the defense of these claims and the assertion of counterclaims  against
         Conagher in the bankruptcy court, which,  management  believes,  should
         result in the dismissal of the district court action.

         3) Case  No.  95-1071  PAC,  an  Adversary  Proceeding  under  Case No.
         94-22193-CEM in the U.S. Bankruptcy Court for the District of Colorado,
         January 20, 1995 by AGV  Acquisitions,  Inc., a wholly owned subsidiary
         of Apogee against SI Handling Systems,  Inc. AGV alledged default by SI
         under the AGV/SI  Asset  Purchase  Agreement  of  October  4,  1994.  A
         compromise  agreement between the parties was entered into on September
         12, 1995,  with notice  issued and motion filed on September  13, 1995.
         Approval of the bankruptcy court was granted October 30, 1995.

Item 5.  Other Information.

1)  Relationship with Conagher

         On May 12, 1994,  Apogee  entered into a Stock  Subscription  Agreement
(hereinafter   the   "Subscription   Agreement")   with  Conagher  &  Co.,  Inc.
("Conagher"),  wherein Apogee exchanged 6,000,000 shares of its Common Stock for
6,000,000  shares of Conagher's  Preferred  Stock.  The  Subscription  Agreement
provided  that between June 15, 1994 and  September  15,  1994,  Conagher  would
redeem all or a portion of its Preferred  Shares for  $2,000,000.  At the end of
that period,  shares of Conagher Preferred Stock that remained  unredeemed could
be exchanged  by Apogee for an equal  number of shares of Apogee's  Common Stock
held by Conagher.  Subsequent  to the execution of the  Subscription  Agreement,
Conagher assigned, conveyed, transferred, or sold (which cannot be determined by
Apogee)  5,200,000  shares of the Apogee  Common  Stock it acquired  from Apogee
under the Subscription Agreement, to Importationes y

                                                              12

<PAGE>



Exportationes,  SA ("IMEXSA"),  a Nicaraguan company,  that subsequently filed a
Regulation S registration of the Apogee Common Stock. On June 5, 1994,  Conagher
agreed to purchase an additional  3,000,000  shares of Apogee's Common Stock for
$1,000,000.

         On  September  23, 1994,  officers of Apogee and  Conagher  executed an
Amended and  Restated  Stock  Acquisition  Agreement  (hereinafter  the "Revised
Agreement"),  amending the May 12, 1994  Subscription  Agreement and terminating
the June 5, 1994 agreement. This Revised Agreement reduced the total payments to
Apogee from  $3,000,000 to  $1,200,000.  It also provided for the purchase of an
additional  1,750,000  shares of Apogee's  Common  Stock for  $310,000  prior to
October 1, 1994.  The Revised  Agreement  was  purportedly  ratified by Apogee's
Board of  Directors  consisting  of Hayton,  principal  officer,  director,  and
shareholder of Conagher,  and Apogee's  Chairman;  Sven Kraumanis and William G.
Conway,  both nominees of Conagher;  and Robert  Oliphant.  The Company contends
that the Revised Agreement never closed.

         Subsequent to the foregoing events, Apogee's management determined that
the  ratification  of the Revised  Agreement by Apogee's  then current  Board of
Directors on September 23, 1994 was improper.  Further  investigation  by Apogee
management  revealed  other  irregularities  relating to  Conagher's  actions on
behalf of Apogee,  in addition to their ongoing  obligations to Apogee under the
various agreements. Negotiations with Conagher to cure these irregularities were
complicated  as a  result  of  Hayton's  chairmanship  of the  Company  and  his
effective  control of the  Company's  Board of  Directors,  as well as  overseas
travel by Mr. Hayton. Furthermore, an article in the October 13, 1994 edition of
The  Wall  Street  Journal  revealed  serious  allegations   regarding  Hayton's
character,   integrity,  and  business  practices  that  effectively  terminated
Apogee's access to public financial markets and damaged Apogee's reputation such
that it could not execute it's published business plan.

         On or about  November  1,  1994,  Hayton  reached an  agreement  with a
Canadian company,  480452 B.C. Ltd. ("480452"),  to acquire substantially all of
Conagher's  obligations to Apogee. These negotiations were conducted without any
participation from Apogee management, but required Apogee's consent to close the
transaction.  At the same time,  Company  management  was advised by NASDAQ that
Apogee  would be  delisted  immediately  as a  result  of its  affiliation  with
Conagher and Hayton, which delisting notification, Conagher and Hayton failed to
disclose to the principal of 480452. Company management's  subsequent disclosure
of the delisting  notice to the principal of 480452  resulted in the termination
of the agreement between Conagher and 480452.

         Subsequent  negotiations with Conagher  contained  various  unfulfilled
commitments  for funding the Company,  which were  ultimately  terminated by the
abrupt  resignation of Hayton and his designees from Apogee's Board of Directors
on November  21,  1994.  In a press  release by Conagher  dated on the same day,
Hayton  accused  Apogee and certain of its managers  and  directors of fradulent
misrepresentation.

         On  December  2,  1994,  Conagher  filed an action  against  Apogee and
certain of its managers and  directors in the United States  District  Court for
the Central  District of  California,  Case  #CV-ED94-270  RT (GAKX),  alledging
various securities  violations and financial  misrepresentations.  This case was
removed  February  16,  1995 to the U.S.  District  Court  for the  District  of
Colorado. By operation of the bankruptcy

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rules any  prosection  of this  action  against  the  Company  remains  under an
automatic stay. (See Part I, Item 3. Legal Proceedings below for a discussion of
these matters.)

         Additionally,  on December 2, 1994,  Conagher filed a complaint against
James R.  Currier,  Sr.,  Apogee's  newly  appointed  President  and CEO, in the
Superior  Court for the State of California  for the County of  Riverside,  Palm
Stprings Branch (Case #079188), alledging misrepresentation of certain financial
conditions  of Apogee.  This action was dismissed May 1, 1995 due to the lack of
personal  jurisdiction.  On May 1,1995, Currier filed an action against Conagher
and Hayton in the U.S. District Court for the Western District of North Carolina
(Case  #3:95CV207H)  seeking a  declaratory  judgement  relative  to  Conagher's
California  claims and asserting claims of fraud and  misrepresentation  against
Conagher and Hayton. The Company is not a party to this action.

         On December 4, 1994,  prior to the  declaration  of  bankruptcy  by the
Company on December 9, 1994,  Robert  Oliphant and James W. Jones were reelected
directors of Apogee.  Oliphant subsequently resigned December 30, 1994 to pursue
other  employment  interests.  Jones  and  Currier  remain  the  Company's  sole
directors.

         As a result of the  declaration  of  bankruptcy  and the failure of the
subscription  agreements  between  Apogee and  Conagher,  settlement  agreements
described  in Apogee's  Annual  Report on Form 10K for the period ended June 30,
1994 under the section  "Company  Restructuring,"  with certain  persons to whom
Apogee owed  approximately  $500,000  were not  ratified  by  Apogee's  Board of
Directors,  and remain obligations of the bankruptcy estate,  with the exception
of shares in Princeton  Electronic  Products that  collateralized  a loan to the
Company,  were  subsequently  transferred  to the security  holder by bankruptcy
court order dated August 15, 1995.

2)  Acquisition of SI Handling AGVS Division

         As reported in prior filings,  AGV  Acquisitions,  Inc.  ("AGV") (which
became  Apogee's  wholly owned  subsidiary  simultaneous  with the  acquisition)
acquired SI's AGVS Division on October 4, 1994.  Under Amendment #2 to the Asset
Purchase  Agreement  between AGV and SI, SI was required to furnish  Apogee with
certain  assignment  consents and lein  waivers no later than  November 4, 1994,
which  items were  omitted  under the  original  purchase  documentation.  After
receipt of those consents and waivers,  Apogee would be required to pay $250,000
to close the transaction.  SI subsequently  failed to provide these consents and
waivers. Apogee management attempted to restructure certain terms and conditions
of the Asset Purchase Agreement to avoid declaration of default. Hayton's abrupt
resignation  from Apogee's Board of Directors and revocation of Conagher's stock
subscription agreements with Apogee terminated those negotiations.

         In early  January,  1995,  SI seized  control of the  disputed  assets.
Thereafter,  Apogee  filed an  adversary  proceeding  against  SI in the  Denver
bankruptcy  court on January 20, 1995 to resolve the dispute  over  ownership of
the purchased  assets.  In a Compromise  Agreement  between Apogee and SI, dated
September  12,  1995,  a motion was filed with the  bankruptcy  court and notice
issued, to dismiss the adversary  proceeding with prejudice and unwind the Asset
Purchase  Agreement  of October 4, 1994.  This matter  received  approval of the
bankruptcy court on October 30, 1995. (See Part II, Item 1. Legal Proceedings

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above for a discussion of these matters.)

3)  Bankruptcy Filing

         On December 9, 1994, Apogee and it's wholly owned subsidiary, AGV filed
for  protection  from its creditors  under Chapter 11 of the Federal  Bankruptcy
codes in the  Federal  Bankruptcy  Court in  Denver,  CO.  This  filing  was the
consequence of  transactions  involving  Apogee and Congher,  including  certain
stock  subscription  agreements  which, in the view of management,  Conagher and
Hayton  filed to honor.  Management  believes  the  satisfaction  of  Conagher's
obligations  under the stock  subscription  agreements  with  Apogee  would have
provided  adequate  liquidity for the Company to prosecute it's ongoing business
objectives.  Company  management  believes  Apogee  is  current  in  all  of its
bankruptcy  filings. A Creditor's  Committee has been appointed by the court and
relations between this committee and the Company are cooperative and amicable.

         Significant  events being addressed within the bankruptcy estate are as
follows:

         1)   Administrative  consolidation  of the  Apogee  and AGV  bankruptcy
              estates (Case Nos. 94-22193- CEM and 94-22194 MSK respectively);

         2)   Sale of  40,000  shares  of common  stock in  Loronix  Information
              Systems, Inc. on or about June 12, 1995 for $128,000;

         3)   Sale of certain  technology and products to FMC Corporation,  Inc.
              ("FMC") for $40,000.00 pursuant to the terms and conditions of and
              Asset  Purchase  Agreement  between the Company and FMC dated July
              12, 1995 and approved by the court September 13, 1995;

         4)   Commencement and settlement of the adversary  complaint against SI
              pursuant  to a  Settlement  Agreement  dated  September  12,  1995
              wherein general releases are granted between Apogee and SI, and SI
              pays to Apogee $150,000;

         5)   Sale of various inventory items for sums not in excess of $20,000;
              and

         6)   Establishment of October 31, 1995 Bar Date.

         Company management,  in cooperation with Company bankruptcy counsel are
vigorously pursuing the following items:

         1)   Filing of a  Reorgainzation  Plan on or about  March 1, 1996 under
              which  outstanding  claims relating to employees,  creditors,  and
              equity  holders  will  be  settled.  Company  management  believes
              settlement  of all  debt  will be  accomplished  under  the  plan.
              Management  intends  to pursue  merger  opportunities  with  other
              companies  involved  in  the  factory  automation  industry,   and
              believes that Apogee's technology,  substantial NOL carryforwards,
              andits public status,  will make it an attractive merger candidate
              with successful and profitable privately owned operations.

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              Management is currently  investigating several such opportunities.
              No assurance  can be given that such a merger can be negotiated on
              terms acceptable to Apogee's shareholders or the bankruptcy court.
              Nor can any  assurances  be given that  management's  intention to
              exit the bankruptcy estate as a non-operating  entity for purposes
              of  arranging  a merger  will be  ratified  by Company  creditors,
              equity holders, or the bankruptcy court.

         2)   Apogee  management has appointed  special  counsel for purposes of
              litigating claims that the Company plans to assert against various
              entities  and  individuals,  in  addition  to  defense  of  claims
              asserted by Conagher.  Management  believes there is a significant
              probability of successful  defense against the Conagher  complaint
              as  well  as  a  number  of   affirmative   claims  and  mandatory
              counterclaims  which management expects to assert against Conagher
              and  Hayton  in the  near  future.  (See  Part II,  Item 1.  Legal
              Proceedings above for a discussion of these matters.)

4)  Employees

         On  November  28,  1994 as a result  of  Conagher's  revocation  of its
subscription   agreements  with  Apogee,  all  employess  of  the  Company  were
discharged.  Currently,  the Company contracts services from it's officers,  and
other outside contractors from time to time as the circumstances dictate.

Item 6.  Exhibits and Reports on Form 8-K.

         The  Company  filed a Form  8-K on  December  6,  1994  announcing  the
resignation of certain directors, election of new directors, the SI dispute, and
the Conagher lawsuit.


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                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned therunto duly authorized.



                                     APOGEE ROBOTICS, INC.




Date:                                /s/ James R. Currier, Sr.
                                     James R. Currier, Sr.
                                     Chairman, President, C.E.O., & C.F.O.

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