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 December 31, 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 [ ] No [X]

     The  number  of  shares of common  stock or the  issuer  outstanding  as of
February 10, 1997 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

                                                                         December 31,     June 30,
                                                                         1996             1996
                                                                         -----------      --------
                                     ASSETS
<S>                                                                  <C>             <C>         
Current Assets
         Cash ....................................................   $     17,069    $    103,920
         Accounts Receivable .....................................          8,267            --
         Inventories .............................................         10,491          10,491
         Nonmarketable securities (estimated fair value, .........   $    168,255    $    168,255
            cost of $438,480,675)
                  Total current assets ...........................        204,082         282,266
                                                                     ------------    ------------
OTHER ASSETS
         Deposits and other assets ...............................          5,672           5,672
                                                                     ------------    ------------
                  Total other assets .............................          5,672           5,672
                                                                     ------------    ------------

         TOTAL ASSETS ............................................   $    209,754    $    288,388
                                                                     ------------    ------------

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
         Accounts payable ........................................         67,220          63,994
         Other accrued liabilities ...............................         64,052          64,052
                  Total current liabilities ......................        131,272         128,046
                                                                     ------------    ------------

LIABILITIES SUBJECT TO COMPROMISE ................................      3,497,132       3,497,132

STOCKHOLDERS' EQUITY
         Common stock, no par value; 50,000,000 shares authorized;
            18,195,022 shares issued and outstanding in
            1996 and 1995, respectively ..........................     10,683,590      10,683,590
         Other capital ...........................................         33,349          33,349
         Accumulated Earnings (deficit) ..........................    (14,135,588)    (14,053,779)
                  Total stockholders' equity .....................     (3,418,649)     (3,336,840)
                                                                     ------------    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .......................   $    209,755    $    288,338
                                                                     ------------    ------------
</TABLE>




                                      - 2 -

<PAGE>
<TABLE>
<CAPTION>

                              APOGEE ROBOTICS, INC
                             (Debtor-in-Possession)

                            STATEMENTS OF OPERATIONS


                                               THREE MONTHS ENDED              SIX MONTHS ENDED
                                               December 31,                    December 31
                                               ---------------------           ----------------------
                                               1996             1995            1996             1995
                                               ----             ----            ----             ----

<S>                                       <C>             <C>             <C>             <C>       
CONTRACT REVENUES AND SALES ...........   $      8,000    $       --      $      8,000    $       --

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

GROSS INCOME ..........................   $      8,000            --      $      8,000            --
                                          ------------    ------------    ------------    ------------

OPERATING EXPENSES:
         Selling, general .............         52,709          90,895          90,369         156,956
            and administrative expenses

         Total Operating expenses .....         52,709          90,895          90,369         156,956
                                          ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS ..................        (44,709)        (90,895)        (82,369)      (156,956)
                                         -------------    ------------    ------------    ------------

OTHER INCOME (EXPENSE):
         Interest income ..............            487            --               567
         Interest expense .............           --              (163)           --            (3,022)

         Net other income (expense) ...            487            (163)            567          (3,022)
                                         -------------    ------------    ------------    ------------

NET LOSS ..............................   $    (44,222)   $    (91,058)   $    (81,802)   $   (159,978)
                                          ============    ============    ============    ============

LOSS PER COMMON SHARE .................              *               *               *            (.01)
                                          ============    ============    ------------    ------------

WEIGHTED AVERAGE SHARES
     OUTSTANDING ......................     18,195,022      18,195,022      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 SIX MONTHS
                                                                              ENDED DECEMBER 30,
                                                                              ------------------
                                                                              1996          1995
                                                                              ----          ----
<S>                                                                        <C>          <C>       
CASH FLOWS FROM OPERATING ACTIVITIES:
         Net loss ......................................................   ($ 81,802)   ($159,978)
         Loss on sale of assets ........................................        --          3,312
         Adjustments to reconcile to net cash from operating activities:
         Deposits and other ............................................        --      $   5,176
         Increase in accounts payable and accrued liabilities ..........    $  3,226    $  44,920
         Increase in accounts receivable ...............................      (8,267)        --
         Increase in pre-petition tax liability ........................        --      $  64,052
         Other .........................................................   ($      8)  ($       7)
                                                                           ---------    ---------
         Net cash provide by (used in) operating activities ............   ($ 86,851)   $  42,524
                                                                           ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
         Proceeds from settlement with SI Handling Systems, Inc. .......                $ 150,000
         Proceeds from sale of purchased AGVS software .................                   36,687


INCREASE (DECREASE) IN CASH ............................................   ($ 86,851)   $ 144,163

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

         CASH, at end of period ........................................   $  17,069    $  26,527
                                                                           =========    =========
</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 December 31, 1996 and
June 30, 1996,  the results of its  operations for the three month periods ended
December 31, 1995 and 1996, and the results of its operations and the statements
of cash flows for the six month periods ended December 31, 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 December  31, 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.  A  Reorganization  Plan and
Disclosure Statement was submitted to the bankruptcy court on January 15, 1997.

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
reorganized 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.


                                      - 6 -

<PAGE>



          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 seek a
          declaratory  judgment  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.

3)        On October  9, 1995  Apogee  commenced  an action  for  recovery  of a
          preference  under  Section  547 and 550 of the  U.S.  Bankruptcy  Code
          against  Minarik  Electric  (Case  No.  96-01691-SBB).  Judgement  was
          rendered  in the amount of  $13,247.39  in favor of Apogee on December
          10, 1996.

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 was granted October 29, 1996.

          Foss  retained  former  Company  council Hart & Trinen LLP and filed a
          motion to set aside the July 29, 1996  ruling.  This motion was denied
          on October 29, 1996. Foss has since appealed this ruling with the U.S.
          District Court in Denver,  CO and has been scheduled for oral argument
          on February 13, 1997.  Company  management  expects the appeal will be
          denied.

3)        On October 9, 1995 the  following  cases were filed  seeking  recovery
          under the bankruptcy avoidance powers provided under Sections 547, 548

                                      - 7 -

<PAGE>

          and 550 of the U.S.  Bankruptcy  Code against the entities  listed and
          for the amounts shown below:

          a)  Cellular One       Case No. 96-1689-DEC       $     4,000.00
          b)  American Express   Case No. 96-1692-RJB       $     5,000.00
          c)  Barry K. Rothman   Case No. 96-1690-MSK       $    25,000.00

          Each of the cases referenced is pending.

4)        Case No.  96-1807-RJB  filed by Apogee on October 9, 1996 in the U. S.
          Bankruptcy Court for the District of Colorado.  Apogee seeks judgement
          against Pattinson Hayton, for imposition of liability for his personal
          conduct, and as an alter ego of Conagher and Co., for the damages with
          respect to which judgement was entered in favor of the Company against
          Conagher,  described above.  Apogee has served a Summons and Complaint
          upon Defendant Hayton and Defendant Hayton is in Default.  Apogee will
          seek entry of judgement by default against Hayton.

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.


                                      - 8 -

<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: February 10, 1997               /s/ James R. Currier, Sr.
                                  ---------------------------------------------
                                  James R. Currier, Sr.
                                  Chairman, President, C.E.O., & C.F.O.
                                  (Principal Executive, Financial and Accounting
                                   Officer)


                                      - 9 -