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 September 30, 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
              enver, 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                   January 24, 1996

                                                       1

<PAGE>



                              APOGEE ROBOTICS, INC.
                                   10-Q INDEX
                               September 30, 1994


                                                                        PAGE NO.

Part I - Financial Information

         Item 1. - Financial Reports

                  Balance Sheets - September 30, 1994 and
                    June 30, 1994                                        3 - 4


                  Statements of Operations - Three months
                    Ended September 30, 1994 and 1993                      5

                  Statements of Cash Flows - Three months
                    Ended September 30, 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 5. - Other Information                                    12 - 13

         Item 6. - Exhibits and Reports on Form 8-K                        14

         Signatures                                                        15

                                                       2

<PAGE>



PART I - FINANCIAL INFORMATION

Item 1. Fiancial Statements.


                                               APOGEE ROBOTICS, INC
                                              (Debtor-in-Possession)

                                                  BALANCE SHEETS

<TABLE>
<CAPTION>


                                                                       September 30,             June 30,
                                                                       1994                      1994

                                                     ASSETS
<S>                                                                 <C>                        <C>   

Current Assets
         Cash                                                          $   43,333                $    49,675
         Certificates of deposit                                          200,000                    200,000
         Contract receivables                                             114,954                      7,317
         Inventories                                                      319,390                    299,738
         Costs and estimated earnings in excess of billings on
         uncompleted contracts                                            223,242                    176,650
         Nonmarketable securities at net realizable value, aggregate
         cost of $1,726,665 and $1,595,675, respectively                  967,140                    824,250
         Other current assets                                             107,617                    106,133
                                                                       ----------                    -------
                  Total current assets                                  1,975,676                  1,663,763
                                                                        ---------                  ---------

OTHER ASSETS
         Purchased AGVS software, net                                    321,944                    345,126
         Equipment, net                                                  109,805                    130,873
         Deposits and other assets                                        35,513                     17,397
                                                                          ------              -------------
                  Total other assets                                     467,262                    493,396
                                                                         -------               ------------

TOTAL ASSETS                                                          $2,442,938                 $2,157,159
                                                                      ----------                 ----------
</TABLE>



                                                       3

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                     <C>                     <C>   

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
         Notes payable                                                  $  539,289                $   526,105
         Note payable - related party                                      338,534                    288,534
         Accounts payable                                                  360,002                    268,719
         Estimated losses on uncompleted contracts                         107,766                    107,766
         Other accrued liabilities                                         147,388                    178,018
         Billings in excess of costs and estimated earnings on
         uncompleted contracts                                             160,814                    219,231
                                                                           -------               ------------
                  Total current liabilities                              1,653,743                  1,588,373
                                                                        ----------                -----------

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                                   10,849,047                  9,968,153
         Redeemable preferred stock of invested received in
         exchange for common stock                                       (165,456)                  (600,000)
         Other capital                                                     33,349                    853,414
         Accumulated deficit                                           (9,927,745)               (9,663,610)
                                                                       -----------               -----------
                  Total stockholders' equity                              789,195                   568,786
                                                                       -----------               -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $2,442,938                $2,157,159
                                                                       ----------                ----------

</TABLE>



                                                       4

<PAGE>





                                             STATEMENTS OF OPERATIONS
                                                    (Unaudited)
<TABLE>
<CAPTION>



                                                                 Three Months Ended
                                                                    September30,
                                                              1994              1993

<S>                                                         <C>                <C>  
CONTRACT REVENUES AND SALES                                     $424,170      $385,005

COSTS OF REVENUES AND SALES                                      432,942       365,022
                                                                ---------     ---------

GROSS PROFIT (LOSS)                                               (8,772)       19,983
                                                              -----------     ----------

OPERATING EXPENSES:
         Selling, G & A                                          234,204       221,317
         Research & Development                                        -         3,706
                                                              -----------     -----------

Total Operating Expenses                                         234,204        225,023
                                                               ---------        ---------

LOSS FROM OPERATIONS                                            (242,976)      (205,040)
                                                               ---------        ---------

OTHER INCOME (EXPENSES):
         Investment gains (losses)                                    -                -
         Interest expense                                       (22,577)         (12,990)
         Other, net                                                1,418               -
                                                              ----------        ---------

                  Net other income (expense)                    (21,159)          (12,990)

NET LOSS                                                      $(264,135)        $(218,030)
                                                              ==========        ==========

LOSS PER COMMON SHARE                                         $    (.02)     $       (.02)
                                                              ==========        ==========


WEIGHTED AVERAGE SHARES OUTSTANDING                           17,620,718         8,721,672
                                                              ----------        ----------
</TABLE>





                                                       5

<PAGE>



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

                                             STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>


                                                                              FOR THE
                                                                              THREE MONTHS ENDED
                                                                              SEPTEMBER 30,
                                                                             1994             1993
<S>                                                                       <C>            <C>   

CASH FLOWS FROM OPERATING ACTIVITIES
         Net loss                                                         $ (264,135)      $  (218,030)
         Adjustments to reconcile net loss to net cash used in operating
              activities:
                  Depreciation and amoritization                              44,250            41,458
         Increase (decrease) from changes in assets and liabilities:
                  Contract receivables                                      (114,954)         (97,491)
                  Inventories                                                (19,652)         (22,315)
                  Cost and estimated earnings in excess of billings on
                      uncompleted contracts                                  (46,952)         (33,884)
                  Precontract costs                                                           (84,154)
                  Accounts payable and accrued liabilities                   110,603                -
                  Billings in excess of costs and estimated earnings on
                      uncompleted contracts                                  (58,417)         (59,991)
                  Other                                                      (12,283)         (20,193)
                                                                             --------   --------------
              Net cash used in operating activities                        (361,180)        (494,600)
                                                                       -------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
         Purchase of certificates of deposit
         Redemptions of certificates of deposit
         Proceeds from investments                                            21,250                -
         Purchase of AGVS software                                                 -          (25,308)
         Other                                                                     -           (3,038)
                                                                       -------------   ---------------
              Net cash provided by (used in) investing activities             21,250           (28,346)
                                                                       -------------    ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
         Cash advance from an affiliate of a former director                  50,000                 -
         Borrowings under short-term debt agreements                          19,000                 -
         Repayments under short-term debt agreements                          (5,816)          (50,762)
         Proceeds from issuance of common stock and common stock
              warrants                                                       270,404                 -
         Proceeds from issuance of preferred shares                                -           411,437
         Deferred offering costs                                                   -           (5,450)
                                                                       -------------     --------------
              Net cash provided by financing activities                      333,588           355,255
                                                                       -------------     --------------

DECREASE IN CASH                                                              (6,342)         (167,721)

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

CASH, at end of year                                                     $    43,333     $      3,806
                                                                       -----------      --------------

</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 September 30, 1994 and
June 30, 1994 and the results of its operation and the  statements of cash flows
for the three month periods ended September 30, 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  September  30,  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)  Apogee  had  significant  capital  commitments  as a result of its
purchase of the AGVS  Division of SI Handling  Systems,  Inc. for  $2,000,000 in
cash and $1,000,000 in convertible  preferred stock.  Should Apogee be unable to
complete the subscription of additional  equity  offerings,  the Company will be
unable to fund this  acquisition.  Furthermore,  should  funding  from  Conagher
terminate, there is a significant probability that the Company will be unable to
fund any current operations.

         During the  period,  Conagher  and Apogee  amended the  original  Stock
Acquisition  Agreements,  reducing the total  subscription  by Conagher  from $3
million to approximately $1.2 million. Furthermore, shortly after the conclusion
of the  current  three  month  period,  an article  appeared  in The Wall Street
Journal raising substantial issues concerning  Conagher's principal  stockholder
and Apogee's Chairman,  Pattinson Hayton,  III, which seriously  jeopardized the
Company's  access to other sources of equity  funding.  Despite  assurances from
Hayton that the contents of this article were patently  false,  the reduction of
the  Conagher  subscription  funding and  inaccessibility  of funding from other
equity sources as a consequence of The Wall Street Journal article, pose serious
questions  regarding  the  Company's  ability  to fund  current  operations  and
obligations.  (See  Part II,  Item 5,  Relationship  with  Conagher  below for a
discussion of this matter.)

        Subsequent to the  conclusion  of the quarter ended  September 30, 1994,
Conagher  revoked its obligations  under the amended  subscription  agreement on
November 21, 1994. This

                                                       7

<PAGE>



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.

         (b) 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  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.



                                                       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 increased 18.7% to $1,975,676 on September 30,
1994 from  $1,663,763  on June 30,  1994.  This  increase  was the result of the
following conditions:

         1)   Increase in contract  receivables  from $7,317 on June 30, 1994 to
              $114,954 on June 30, 1994 which was the result of billings on AGVS
              contracts during the period; and

         2)   Inventories and Costs and estimated earnings in excess of billings
              on  uncompleted  contracts   collectively   increased  13.9%  from
              $299,738  and $176,650  respectively  on June 30, 1994 to $319,390
              and $223,242  respectively  on  September  30, 1994 as a result of
              work on existing AGVS projects.

         3)   Investments  increased  17.3% from June 30, 1994 to September  30,
              1994  to  $967,140  as  a  result  of  proceeds  from   Conagher's
              redemption  of  its  preferred   shares  under  its   subscription
              agreement with the Company in the Company's  subscequent quarterly
              period.


                                                       9

<PAGE>



         Current  liabilities  increased  4.1% on June 30, 1994 to $1,653,743 on
September  30, 1994  primarily as a result of increases in Accounts  payable and
Accrued liabilities associated with increased activity on AGVS projects.  Apogee
had no long-term debt.

         Total shareholder's equity increased 38.7% to $789,195 on September 30,
1994  from  $568,786  on June 30,  1994 as a  result  of the  redemption  of the
Conagher preferred shares by Conagher.  This increase was offset by the loss for
the period of $264,135.

         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 $9.5 million from the sale of its Common Stock.

         Apogee had significant  capital commitments as a result of its purchase
of the AGVS  Division of SI Handling  Systems,  Inc. for  $2,000,000 in cash and
$1,000,000 in convertible  preferred stock.  Should Apogee be unable to complete
the subscription of additional equity  offerings,  the Company will be unable to
fund this  acquisition.  Furthermore,  should  funding from Conagher  terminate,
there is a significant  probability  that the Company will be unable to fund any
current operations.

         During the  period,  Conagher  and Apogee  amended the  original  Stock
Acquisition  Agreements,  reducing the total  subscription  by Conagher  from $3
million to approximately $1.2 million. Furthermore, shortly after the conclusion
of the  current  three  month  period,  an article  appeared  in The Wall Street
Journal raising substantial issues concerning  Conagher's principal  stockholder
and Apogee's Chairman,  Pattinson Hayton,  III, which seriously  jeopardized the
Company's  access to other sources of equity  funding.  Despite  assurances from
Hayton that the contents of this article were patently  false,  the reduction of
the  Conagher  subscription  funding and  inaccessibility  of funding from other
equity sources as a consequence of The Wall Street Journal article, pose serious
questions  regarding  the  Company's  ability  to fund  current  operations  and
obligations.  (See  Part II,  Item 5,  Relationship  with  Conagher  below for a
discussion of this matter.)

         Subsequent to the  conclusion of the quarter ended  September 30, 1994,
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.

Results of Operations

         Revenues for the three month period ended  Spetember 30, 1994 increased
10.2% over the  comparable  three  month  period  ended  September  30,  1993 to
$424,170 due to a slight increase in

                                                       10

<PAGE>



contracts  awarded.  Cost of Revenues and Sales increased 18.6% to $432,942 over
the same  comparable  periods  and more  significantly  increased  to  102.1% of
Contract  Revenues  and Sales in the current  three  month  period from 94.8% of
Contract Revenues and Sales in the comparable three month period ended September
30,  1993,  thus  producing a Gross Loss in the current  period of $8,772 from a
Gross Profit in the comparable period of $19,983.  This condition was the result
of  significant  delays and cost overruns in the  completion of the Levi Strauss
and OEA projects.

         Total operating expenses as a percentage of Contract Revenues and Sales
decreased from 58.4% in the three month period ended September 30, 1993 to 55.2%
in the three month  period ended  September  30, 1994,  and  represented  only a
negiligible increase of 4% between the periods. This represented stable S,G, & A
expenses between the periods.  Notwithstanding  the relatively  stable S, G, & A
expenses between the periods,  the Company's Loss from Operations inflated 18.5%
from $205,040 in the three month period ended  September 30, 1993 to $242,976 in
the three month  period  ended  September  30,  1994.  This loss  reflected  the
continued  inability  of  management  to increase  Contract  Revenues  and Sales
sufficient  to support S, G, & A  expenses;  to manage  costs on  projects  with
sufficient  margins to support  overhead  costs; or reduce S, G, & A expenses to
levels consistent with Contract Revenues and Sales.

         Company  management  believes  that the AGVS  industry is the victim of
spurious   technology   proliferation  that  can  be  ameloriated  only  by  the
consolidation of AGVS suppliers. The Company's purchase of the AGVS assets of SI
Handling  Systems,  Inc. and its aggressive  pursuit of other AGVS  acquisitions
could generate sufficient  "critical mass" to enhance the Company's prospects of
increasing  Contract Revenues and Sales,  project  management  skills,  and cost
containment of S, G, & A expenses in the future.


                                                       11

<PAGE>




                           PART II - OTHER INFORMATION

Item 5.  Other Information.

1)  Relationship with Conagher.

         On May 12, 1994,  Apogee  entered into a Stock  Subscription  Agreement
with 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  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  1,250,000  shares of Apogee's  Common  Stock for  $250,000  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 21, 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.

                                                       12

<PAGE>



         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.  Conagher  initiated  legal  action  against  the Company and
certain of its officers and  directors on December 2, 1994 in the U.S.  District
Court for the Central District of California. This action was stayed as a result
of the  Company's  bankruptcy  filing  December  9, 1994 and was removed to U.S.
District Court for Colorado on February 16, 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  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.


                                                       13

<PAGE>




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

b) Report on Form 8-K

         The  Company  filed a Form 8-K on  September  23, 1994  announcing  the
Amended and Restated Stock  Acquisition  Agreement  with Conagher,  a Consulting
Agreement with Pattinson Hayton, III, the purchase of the AGVS assets of SI, and
the Employment Agreement with James R. Currier, Sr.


                                                       14

<PAGE>


                                   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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