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 March 31, 1997.
                                       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
 jurisdiction  of  incorporation)                           Identification NO.)

         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.

                    YES [X]      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 of the issuer  outstanding as of April
15, 1997 was 18,195,022.

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



<PAGE>


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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

                                  BALANCE SHEET

                                                                                  March 31,      June 30,
                                                                                    1997           1996
                                                                                  --------       -------
                                     ASSETS

<S>                                                                           <C>             <C>         
Current Assets
         Cash .............................................................   $    250,347    $    103,920
         Accounts Receivable ..............................................           --              --
         Inventories ......................................................         10,491          10,491
         Nonmarketable securities (estimated fair value, ..................   $       --      $    168,255
            cost of $438,480,675)
                  Total current assets ....................................        260,838         282,266
                                                                              ------------    ------------
OTHER ASSETS
         Deposits and other assets ........................................          5,672           5,672
                                                                              ------------    ------------
                  Total other assets ......................................          5,672           5,672
                                                                              ------------    ------------
         TOTAL ASSETS .....................................................   $    266,510    $    288,388
                                                                              ------------    ------------

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
         Accounts payable .................................................         84,058          63,994
         Other accrued liabilities ........................................         64,052          64,052
                  Total current liabilities ...............................        148,110         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
            1997 and 1996, respectively ...................................     10,683,590      10,683,590
         Other capital ....................................................         33,349          33,349
         Accumulated Earnings (deficit) ...................................    (14,095,671)    (14,053,779)
                  Total stockholders' equity ..............................     (3,378,732)     (3,336,840)
                                                                              ------------    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ................................   $    266,510    $    288,338
                                                                              ------------    ------------
</TABLE>


                                       2
<PAGE>

<TABLE>
<CAPTION>

                              APOGEE ROBOTICS, INC
                             (Debtor-in-Possession)

                            STATEMENTS OF OPERATIONS


                                                 THREE MONTHS ENDED              NINE MONTHS ENDED
                                                     March 31,                       March 31,
                                                 ------------------            ---------------------
                                                 1997          1996            1997             1996
                                                 ----          ----            ----             ----

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

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

GROSS INCOME ..........................   $       --              --      $      8,000            --
                                          ------------    ------------    ------------    ------------
OPERATING EXPENSES:
         Selling, general .............         21,672          55,793         112,041         181,825
            and administrative expenses

         Total Operating expenses .....         21,672          55,793         112,041         181,825
                                          ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS ..................        (21,672)        (55,793        (104,041)      (181,825)
                                          ------------    ------------    ------------    ------------
OTHER INCOME (EXPENSE):
         Interest income ..............          1,812            --             2,378              77
         Income from sale of assets ...         79,777                          79,777
         Interest expense .............           --              (163)           --
         Settlement Expenses ..........        (20,000)                        (20,000)

         Net other income (expense) ...         61,589            (163)         62,155              77
                                          ------------    ------------    ------------    ------------
REORGANIZATION ITEMS
         Gain on debt relief ..........                        932,963                         898,681

NET INCOME (LOSS) .....................   $     39,917    $    877,170    $    (41,       $    716,933
                                          ============    ============    ============    ============

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

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 NINE MONTHS
                                                                                ENDED MARCH 31,
                                                                             -------------------
                                                                              1997         1996
                                                                              ----         ----
<S>                                                                        <C>          <C>      
CASH FLOWS FROM OPERATING ACTIVITIES:
         Net loss ......................................................   ($ 41,886)   $ 717,193
         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 ..........   $  20,064    $  80,221
         Decrease in securities ........................................     168,255         --
         Increase in pre-petition tax liability ........................        --      $  64,052
         Liabilities subject to compromise .............................    (978,436)
         Other .........................................................  ($       6)  ($      24)
                                                                           ---------    ---------
         Net cash provide by (used in) operating activities ............  ($ 146,427)  ($ 108,458)
                                                                           ---------    ---------

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 ............................................   $ 146,427    $  78,229

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

         CASH, at end of period ........................................   $ 250,347    $ 196,593
                                                                           =========    =========
</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 March 31, 1997 and June
30, 1996,  the results of its  operations for the nine month periods ended March
31, 1997 and 1997,  and the results of its operations and the statements of cash
flows for the nine month periods ended March 31, 1996 and 1997.

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

2.  Inventories  at  March  31,  1997 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.

     (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  was  submitted  to the  court on  March  14,  1997;  when
finalized, 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

On April 29 1997,  Company  management  entered  into a Letter of Intent  with a
corporate entity interested in merging their operations into Apogee for purposes
of access to the public financial  markets.  No assurances can be made that this
Letter of Intent will become a formal  agreement or that the  proposed  business
combination  will be  consummated,  but  during  the  forthcoming  six (6) month
period,  the Company will diligently pursue a merger agreement,  consummation of
an  agreement,  and the emergence  from  bankruptcy  as an operating  entity.  A
Reorganization  Plan and  Disclosure  Statement was submitted to the  Bankruptcy
Court on January 15, 1997 and amended March 14, 1997. An additional amendment is
expected  to be filed  during  the  month  of May,  1997 to  provide  additional
information regarding the contemplated  business combination,  and a description
of the merger candidate,  and to address comments of the Securities and Exchange
Commission  (the "SEC") upon the Company's  Reorganization  Plan and  Disclosure
Statement.

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 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 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,  1996  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.

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 sought 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.

         A judgment in favor of the  Company  and against  Hayton was entered on
         April 8, 1997 for $2,670,791.70  plus punitive damages in the amount of
         $1,000,000.00.  The Company has not yet  commenced  collection  of this
         judgment.

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 subsidiariy,  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.


                                       7
<PAGE>


         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  appealed  this ruling with the U.S.  District
         Court in  Denver,  CO,  which  entered a ruling in favor of Apogee  and
         against Foss on February 14, 1997. Foss subsequently filed an appeal of
         this ruling in the U.S. Court of Appeals,  10th Circuit in Denver,  CO.
         Company  management  expects that the ruling upon this appeal will also
         be in favor of the Company.

3)       On October 9, 1996 the  following  cases  were filed  seeking  recovery
         under the bankruptcy  avoidance powers provided under Sections 547, 548
         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

         Upon investigation and discovery of the facts underlying the payment to
         American  Express,  the  Company  determined  that the  payment was not
         avoidable, and accordingly,  the American Express case has subsequently
         been dismissed. However, the other cases remain pending.

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: May 12, 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