SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(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, 1996.
                                       OR

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

                              APOGEE ROBOTICS, INC.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

           COLORADO                                     84-0916585
 ------------------------------                -------------------------------
(State of organization or other               (IRS Employer Identification NO.)
 jurisdiction of incorporation)


       1301 Meadowood Lane
          Charlotte, NC                                 28211
 --------------------------------------                --------
(Address of Principal Executive Offices)               Zip Code

                    Issuer's telephone number: (704) 366-8999

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  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

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities  under a plan confirmed by court. Yes  X    No 
                                                 ---      ---
     The  number  of  shares of common  stock or the  issuer  outstanding  as of
October 10, 1996 was 18,195,022.

     Transitional Small Business Disclosure Format (check one): Yes     No  X
                                                                    ---    ---

                                      - 1 -

<PAGE>



PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
<TABLE>
<CAPTION>
                                                        APOGEE ROBOTICS, INC
                                                       (Debtor-in-Possession)

                                                            BALANCE SHEET
                                                                                                    September 30,           June 30,
                                                                                                    -------------           --------
                                                                                                    1996                    1996
                                                                                                    ----                    ----
                                                               ASSETS

<S>                                                                                                 <C>                <C>         
Current Assets
            Cash .............................................................................      $     70,329       $    103,920
            Inventories ......................................................................            10,491             10,491
            Nonmarketable securities (estimated fair value, ..................................      $    168,255       $    168,255
               cost of $438,480,675)
                        Total current assets .................................................           249,075            282,266
                                                                                                    ------------       ------------
OTHER ASSETS
            Deposits and other assets ........................................................             5,672              5,672
                                                                                                    ------------       ------------
                        Total other assets ...................................................             5,672              5,672
                                                                                                    ------------       ------------
TOTAL ASSETS .................................................................................      $    254,747       $    288,338
                                                                                                    ------------       ------------

                                                LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
            Accounts payable .................................................................            67,990             63,994
            Other accrued liabilities ........................................................            64,052             64,052
                        Total current liabilities ............................................           132,042            128,046
                                                                                                    ------------       ------------
LIABILITIES SUBJECT TO COMPROMISE ............................................................         3,497,132          3,497,132

STOCKHOLDERS' EQUITY
            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         10,683,590
            Other capital ....................................................................            33,349             33,349
            Accumulated deficit ..............................................................       (14,091,366)       (14,053,779)
                                                                                                    ------------       ------------
                        Total stockholders' equity ...........................................        (3,374,427)        (3,336,840)
                                                                                                    ------------       ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...................................................      $    254,747       $    288,338
                                                                                                    ------------       ------------

</TABLE>

                                      - 2 -

<PAGE>

<TABLE>
<CAPTION>


                              APOGEE ROBOTICS, INC
                             (Debtor-in-Possession)

                            STATEMENTS OF OPERATIONS

                                                            THREE MONTHS ENDED
                                                            September 30,
                                                            ---------------------------
                                                            1996            1995
                                                            ----            ----

<S>                                                          <C>           <C>       
CONTRACT REVENUES AND SALES ............................     $     --      $       --

COST OF REVENUES AND SALES .............................           --              --
                                                           ------------    ------------

GROSS LOSS .............................................           --              --
                                                           ------------    ------------
OPERATING EXPENSES:
            Selling, general and administrative
               expenses ................................         37,660          69,419
                                                           ------------    ------------

            Total Operating expenses ...................         37,660          69,419
                                                           ------------    ------------
LOSS FROM OPERATIONS ...................................        (37,660)         69,419
                                                           ------------    ------------
OTHER INCOME (EXPENSE):
            Interest income ............................             80            --
            Other, net .................................           --               500
                                                           ------------    ------------

            Net other income (expense) .................             80            (500)
                                                           ------------    ------------

NET LOSS ...............................................   $    (37,580)   $    (68,919)
                                                           ============    ============

LOSS PER COMMON SHARE ..................................              *               *
                                                           ============    ============

WEIGHTED AVERAGE SHARES
     OUTSTANDING .......................................     18,195,022      18,195,022
                                                           ============    ============
</TABLE>


* Less than $.01 per share

                                      - 3 -

<PAGE>

<TABLE>
<CAPTION>
                              APOGEE ROBOTICS, INC.
                             (Debtor-in-Possession)

                            STATEMENTS OF CASH FLOWS
                                                                               FOR THE THREE MONTHS
                                                                               ENDED SEPTEMBER 30,
                                                                               ----------------------
                                                                               1996         1995
                                                                               ----         ----
<S>                                                                           <C>          <C>       
CASH FLOWS FROM OPERATING ACTIVITIES:
            Net loss ......................................................   ($ 37,580)   ($ 68,919)
            Adjustments to reconcile to net cash from operating activities:
            Increase in accounts payable and accrued liabilities ..........   $   3,996    $  16,488
            Increase in pre-petition tax liability ........................        --      $  64,052
            Other .........................................................   ($      7)   ($      7)
                                                                              ---------    ---------
            Net cash provide by (used in) operating activities ............   ($ 33,591)   $  11,614
                                                                              ---------    ---------

INCREASE (DECREASE IN CASH) ...............................................   ($ 33,591)   $  11,614

            CASH, at beginning of period ..................................   $ 103,920    $ 118,364
                                                                              ---------    ---------

            CASH, at end of period ........................................   $  70,329    $ 129,978
                                                                              =========    =========

</TABLE>




                                      - 4 -

<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, 1996 and
June 30, 1996 and the results of its operations and the statements of cash flows
for the three month periods ended September 30, 1995 and 1996.

The accounting policies followed by the Company are set forth in the 1996 Apogee
Robotics, Inc. 10-KSB Annual Report.

2.  Inventories  at  September  30, 1996 and June 30, 1996  consisted of robotic
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 this  effect  would have been
antidilutive.

4.  Contingencies.

     (a)  The Company is a defendant  in certain  legal  actions with a creditor
          and insurance carrier.

     (b)  All  pre-petition  claims will be subject to  settlement in accordance
          with a plan of reorganization.

5.  Proceedings  Under  Chapter  11. On December 9, 1994  (petition  date),  the
Company and it's wholly owned subsidiary, AGV Acquisitions,  Inc. ("AGV"), filed
a voluntary petition for reorganization  under Chapter 11 of the U.S. Bankruptcy
Code in the United States Bankruptcy Court for the District of Colorado, Denver,
Colorado.  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  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. Liabilities Subject to Compromise. The Company is in the process of disputing
certain claims filed,  including all claims filed by former  employees and trade
creditors  of AGV.  Management  of the Company  believes  that such  liabilities
represent a  liability  of SI Handling  Systems,  Inc.  The Company is unable to
predict whether or not it will be successful in disputing claims filed.

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



                                      - 5 -

<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operation.

General

Plan of Operation

During the  forthcoming  twelve (12) month period,  the Company will  diligently
pursue a merger partner.  Company  management is currently in negotiations  with
four (4)  corporate  entities  that have  expressed  interest  in merging  their
operations into Apogee for purposes of access to the public  financial  markets.
The company's bankruptcy filing and its ability to issue fully registered,  free
trading securities as part of the reorganization process make this an attractive
feature for merger  candidates.  Company  management  expects to conclude  these
negotiations  within the next three (3) months and submit a Reorganization  Plan
and Disclosure Statement to the bankruptcy court within the same period.

Current  cash usage  involves  exclusively  the  maintenance  of the  bankruptcy
estate.  Management  expects  sufficient  cash to be available to maintain  this
estate for the immediate  future and through a merger process.  Thereafter,  the
reorganizaed entity will seek to satisfy its cash requirements through cash flow
from the operations of the merged partner.

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The following  legal  proceeding  involving  the Company have been  successfully
resolved:

1)        Case  No.  CV-ED94-270-RT  (GAKX)  filed  in the US.  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.,  alleging  various  securities   violations  and
          misrepresentations.   These  proceedings  were  under  automatic  stay
          provided under  bankruptcy  statutes.  As a result of a Proof of claim
          filed by Conagher,  these claims, in addition to  counterclaims,  were
          defended in the bankruptcy court under Claims Objection proceedings.

          On March 4, 1996  Apogee  submitted  a Motion to Amend  Objection  and
          Assert  Counterclaims  against  Conagher.  This  motion was granted by
          action of the  Bankruptcy  Court on April 8, 1996.  Furthermore,  as a
          result of a Release and Settlement Agreement ("Settlement  Agreement")
          entered  into  between  Conagher;   Apogee's  Directors  and  Officers
          Liability Insurance carrier; Pattison Hayton III ("Hayton"); and James
          W. Jones, Robert Oliphant,  and Dennis C. Foss; Conagher withdrew this
          action.  Conagher's  motion  to  withdraw  its Proof of Claim was also
          granted, subject to certain conditions. (Please see the Company's Form
          8-K filing of February 27, 1996 for a discussion of this matter.

          On September 10, 1996 the Bankruptcy  Court entered a default  against
          Conagher for failure to conduct discovery and produce  documents,  and
          on  September  30,  1996  entered  judgement  on  the  default  in the
          aggregate  sum of  $2,590,336.00  in favor of the  Company and against
          Conagher.

          Apogee  will seek to  enforce  this  judgement  in  jurisdictions  the
          Company  believes  Conagher  domiciles or is  conducting  business in.
          Company  Management is not optimistic  any collection  will be made on
          the judgement.

2)        Case No. 3:95CV207H filed in the U.S. District Court, Western District
          of  North  Carolina,  May 1,  1995 by James R.  Currier,  Sr.  against
          Conagher  and  Hayton.  This  action  was  filed by  Currier  to see a
          declaratory  judgement  relative to claims  asserted by Conagher in an
          action  against  Currier filed in the Superior  court for the State of
          California  that was dismissed for the lack of personal  jurisdiction.
          Currier  has made  additional  claims of fraud  and  misrepresentation
          against Conagher and Hayton in this proceeding.

          On September 16, 1996 a default judgement was entered against Hayton &
          Conagher   jointly  and  severally  for  $773,025.38  in  damages  and
          $2,727.50  in  attorneys'  fees  in  favor  of  Currier.  Currier  has
          commenced collection proceedings.


                                      - 6 -
<PAGE>


The following legal proceedings involving the Company are still 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.
          Apogees and it's wholly owned subsidiarily, 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. 95-1653 PAC filed by Apogee on October 20, 1995 in the United
          States Bankruptcy Court,  District of Colorado.  Apogee seeks turnover
          of  60,000  shares  of  stock in  Loronix  Information  Systems,  Inc.
          ("Loronix"),  from creditor Foss Realty  Corporation,  ("Foss")  which
          claims a  perfected  security  interest  in the stock to secure a note
          payable  from the  Company,  and from Robert  Oliphant,  who holds the
          stock certificate.  Oliphant has disclaimed any interest in the 60,000
          Loronix shares and entered an interpleading approved by the Bankruptcy
          Court on February 6, 1996.  Oliphant was  subsequently  dismissed from
          the case.

          On July 29, 1996 the Bankruptcy  Court granted a motion by the Company
          wherein the security interest of Foss in the Loronix stock was voided.
          The Company  subsequently  filed a motion to sell the  Loronix  stock,
          which is still pending.

          Foss  retained  former  Company  council Hart & Trinen LLP and filed a
          motion to set  aside  the July 29,  1996  ruling.  Company  management
          believes  this  motion  will be denied,  in that no new  evidence  was
          offered and the motion was not filed in a timely manner.


Item 3.  Defaults Upon Senior Securities.

See notes 5 and 6 to the Financial  Statements  contained in Item 1 of Part I of
this report, which notes are incorporated herein by reference thereto.


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

a)        There are no exhibits required to be filed herewith.

b)        No reports on Form 8-K were filed  during the  quarter  for which this
          report is filed.


                                      - 7 -

<PAGE>



                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed  on its  behalf  by the  undersigned  thereunto  duly
authorized.

                                           APOGEE ROBOTICS, INC.


Date:  November 14, 1996                   /s/ James R. Currier, Sr.
                                           James R. Currier, Sr.
                                           Chairman, President, C.E.O., & C.F.O.
                                           (Principal Executive, Financial
                                            and Accounting Officer)


                                      - 8 -