<PAGE>

                                 UNITED STATES
                      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, 2000

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from ___________________  to  _____________

                       Commission file number 000-17053

                            APOGEE TECHNOLOGY, INC.
            (Exact name of registrant as specified in its charter)

                DELAWARE                            04-3005815
     (State or other jurisdiction of             (I.R.S. Employer
     incorporation or organization)              Identification No.)


                129 MORGAN DRIVE, NORWOOD, MASSACHUSETTS 02062
                   (Address of principal executive offices)


                                (781) 551-9450
                           Issuer's telephone number


                                NOT APPLICABLE.
             (Former name, former address and former fiscal year,
                         if changed since last report)



               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

  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 after a plan confirmed by a court.  Yes [ ] No [ ]


                     APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares of each of the Issuer's classes of common equity, as
    of the latest practicable date: As of September 30, 2000, there were
    4,682,522 shares of Common Stock, $.01 par value per share, outstanding.


Transitional Small Business Disclosure Format (Check one):  Yes [ ] No[X]
<PAGE>

                            APOGEE TECHNOLOGY, INC.

             INDEX OF INFORMATION CONTAINED IN FORM 10-QSB FOR THE
                       QUARTER ENDED SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                        <C>
                        PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements (Unaudited)
         Condensed Consolidated Balance Sheets at September 30, 2000
           and December 31, 1999...........................................   3
         Condensed Consolidated Statements of Operations and Accumulated
         Deficit for the Three and Nine Months Ended September 30, 2000 and
           September 30, 1999..............................................   4
         Condensed Consolidated Statements of Cash Flows for the Nine
           Months Ended September 30, 2000 and September 30, 1999..........   5
         Notes to Condensed Consolidated Financial Statements..............   6

Item 2 - Management's Discussion and Analysis of Financial Condition
         and Results of Operations.........................................   8

Item 3 - Quantitative and Qualitative Disclosure About Market Risk.........  10

                          PART II - OTHER INFORMATION

Item 1 - Legal Proceedings.................................................  10

Item 2 - Changes in Securities.............................................  10

Item 3 - Defaults Upon Senior Securities...................................  10

Item 4 - Submission of Matters to a Vote of Security Holders...............  10

Item 5 - Other Information.................................................  10

Item 6 - Exhibits and Reports on Form 8-K..................................  10

Signatures.................................................................  11

Exhibit Index..............................................................  12
</TABLE>

                                       2
<PAGE>

                    APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                     -------------  ------------
                                                     SEPTEMBER 30,  DECEMBER 31,
                                                          2000          1999
                                                     -------------  ------------
                                                                      (Audited)
<S>                                                  <C>            <C>
ASSETS
------
CURRENT ASSETS:
    Cash............................................ $   159,953    $     2,629
    Accounts receivable.............................      51,886         50,558
    Prepaid expenses................................      78,475         13,304
    Subscriptions receivable........................     420,000        100,000
                                                     -----------    -----------
        Total current assets........................     710,314        166,491
                                                     -----------    -----------
EQUIPMENT, AT COST, NET OF ACCUMULATED DEPRECIATION
 OF $86,895 AND $64,011...................               103,656         30,459
                                                     -----------    -----------
OTHER ASSETS:
    Digital Amplifier patent, net of amortization of
     $50,398 and $41,764............................      33,996         28,558
                                                     -----------    -----------
        Total Other Assets                                33,996         28,558
                                                     -----------    -----------

        Total Assets                                 $   847,966    $   225,508
                                                     ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
-------------------------------------------------

CURRENT LIABILITIES:
    Accounts payable and accrued expenses........... $   292,750    $   294,927
    Bank Line of Credit.............................         -.-        200,000
    Current Portion - Capitalized Lease
     obligations....................................      10,781            -.-
    Loans payable - stockholders....................     215,168        295,168
    Accrued interest - stockholders.................         -.-         51,529
   Subscription deposit.............................         -.-         20,000
                                                     -----------    -----------
        Total current liabilities...................     518,699        861,624
                                                     -----------    -----------

OTHER LIABILITIES
   Capitalized lease obligations, net of current
    portions........................................      25,932            -.-
                                                     -----------    -----------
STOCKHOLDERS' EQUITY (DEFICIENCY)
    Common stock, $.01 par value;
    9,000,000 shares authorized, 4,682,522 and      -----------
     4,155,022 shares issued and outstanding in
     2000 and 1999, respectively....................                     41,550
                                                         46,825
    Common stock subscribed (112,000and 165,000
    shares, respectively)                              1,120,000        330,000
    Additional paid-in capital......................   7,579,308      6,287,233
    Accumulated deficit.............................  (8,442,798)    (7,294,899)
                                                     -----------    -----------
        Total stockholders' equity (deficiency).....     303,335       (636,116)
                                                     $   847,966    $   225,508
                                                     ===========    ===========
</TABLE>
             The accompanying notes are an integral part of these
                 condensed consolidated financial statements.

                                       3
<PAGE>

                     APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT

<TABLE>
<CAPTION>


                                                     THREE MONTHS ENDED          NINE MONTHS ENDED
                                                        SEPTEMBER 30,              SEPTEMBER 30,
                                                     ------------------          ------------------
                                                     2000          1999          2000          1999
                                                     ----          ----          ----          ----
<S>                                     <C>                 <C>           <C>           <C>
REVENUE
 Consulting income                            $    47,700   $    16,000   $    47,700   $    16,000
                                              -----------   -----------   -----------   -----------
COSTS AND EXPENSES
 Research and development                         341,232       216,508       618,708       478,490
 Selling, general and administrative              234,580       131,432       558,655       266,513
                                              -----------   -----------   -----------   -----------
                                                  575,812       347,940     1,177,363       745,003
                                              -----------   -----------   -----------   -----------
LOSS BEFORE OTHER EXPENSES                       (528,112)     (331,940)   (1,129,663)     (729,003)

OTHER EXPENSES
 Interest expense                                  (1,455)       (5,242)      (18,236)      (19,672)
 Loss on disposal of asset                            -.-           -.-           -.-          (320)
                                              -----------   -----------   -----------   -----------
 Total other expenses                              (1,455)       (5,242)      (18,236)      (19,992)
                                              -----------   -----------   -----------   -----------

NET LOSS                                         (529,567)     (337,182)   (1,147,899)     (748,995)

Accumulated deficit - beginning                (7,913,231)   (6,644,305)   (7,294,899)   (6,232,492)
                                              -----------   -----------   -----------   -----------

ACCUMULATED DEFICIT - ENDING                  $(8,442,798)  $(6,981,487)  $(8,442,798)  $(6,981,487)
                                              ===========   ===========   ===========   ===========


BASIC AND DILUTED LOSS PER COMMON SHARE            $(0.11)      $ (0.09)       $(0.25)       $(0.23)

BASIC AND DILUTED WEIGHTED AVERAGE OF
COMMON SHARES OUTSTANDING                       4,679,489     3,667,851     4,502,219     3,295,445
</TABLE>
             The accompanying notes are an integral part of these
                 condensed consolidated financial statements.

                                       4
<PAGE>

                     APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                          NINE MONTHS ENDED
                                                            SEPTEMBER 30,
                                                         --------------------
                                                         2000            1999
                                                         ----            ----
<S>                                                <C>               <C>
CASH FLOWS FROM OPERATIONS
  Net loss........................................  $(1,147,899)    $  (748,995)
  Adjustments to reconcile net loss to net cash
  used in operating activities:
    Loss on sale of assets........................          -.-             320
    Accrued interest - stockholders...............       10,071          15,100
    Depreciation and amortization.................       31,520          20,011
    Change in operating assets and liabilities:
       Accounts receivable........................       (1,328)            -.-
       Prepaid expenses...........................      (65,171)           (408)
       Accounts payable and accrued expenses             (2,177)         29,890
                                                    -----------       ---------
          Net cash used in operating activities...   (1,174,984)       (648,082)
                                                    -----------       ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of equipment...........................      (59,369)        (10,173)
  Patent costs....................................      (14,073)         (3,186)
                                                    -----------       ---------
             Net cash used in investing
               activities.........................      (73,422)        (13,359)
                                                    -----------       ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from Bank Line of Credit...............      170,000         200,000
  Repayment of Bank Line of Credit................     (370,000)            -.-
  Proceeds from common stock subscriptions........    1,625,750         321,668
  Other capital contributions.....................          -.-          29,166
  Proceeds of loans from stockholders.............          -.-         144,000
  Repayments of stockholder loans.................      (20,000)        (40,000)
  Increase in bank overdraft  .                             -.-          50,491
  Repayment of capital lease obligations..........          -.-          (7,884)

      Net cash provided by financing activities       1,405,750         697,441
                                                    -----------       ---------
Increase in cash..................................      157,324             -.-
Cash - beginning..................................        2,629             -.-
                                                    -----------       ---------
Cash - ending.....................................  $   159,953     $       -.-
                                                    ===========     ===========
</TABLE>
             The accompanying notes are an integral part of these
                 condensed consolidated financial statements.

                                       5
<PAGE>

                    APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          September 30, 2000 AND 1999


1. BASIS OF PRESENTATION

   The condensed consolidated interim financial statements have been prepared in
   accordance with the requirements of Regulation SB and with the instructions
   to Form 10-QSB.  Accordingly, certain information and footnote disclosures
   normally included in financial statements prepared in accordance with
   generally accepted accounting principles have been condensed or omitted. In
   the opinion of management, all adjustments (consisting only of normal
   recurring accruals) necessary to present fairly the financial position,
   results of operations and cash flows have been included.  The results of
   operations for the three month and nine month periods ended September 30,
   2000 are not necessarily indicative of the operating results to be expected
   for the year ending December 31, 2000.  These financial statements should be
   read in conjunction with the financial statements and accompanying notes for
   the year ended December 31, 1999.

   The balance sheet at December 31, 1999 has been derived from the audited
   financial statements at that date but does not include all of the information
   and footnotes required by generally accepted accounting principles for
   complete financial statements.

   The financial statements include the accounts of Apogee Technology, Inc.
   ("Technology"), and its wholly owned subsidiary, DUBLA, Inc. (collectively
   the "Company").  All significant intercompany transactions and accounts have
   been eliminated.

   The Company is engaged in the development and design of digital amplifier
   technology.  The Company is presently focused on computer based audio and
   entertainment media applications derived from its all-digital amplifier
   design trademarked as Direct Digital Amplification (DDX(R)).

2. BANK LINE OF CREDIT

   In April 2000, the Company converted its bank line of credit into a revolving
   line of credit with maximum borrowings of up to $200,000.  The line matures
   in January 2001, and calls for interest at prime plus 1%, with an initial
   rate of 10%.  The line is secured by the assets of the Company and is
   personally guaranteed by a director of the Company.  As of September 30,
   2000, the Company had no borrowings under this line.

3. STOCK TRANSACTIONS

   In July and September 2000, the Company issued 10,000 shares and 3,000
   shares, respectively, of common stock at $1.25 per share to a former director
   and former employee, respectively, upon the exercise of vested options issued
   pursuant to the 1997 stock option plan.

   In August 2000, the Board of Directors authorized a new private placement for
   up to 200,000 shares of common stock at $10 per share for a total amount of
   $2,000,000.  At September 30, 2000, the Company had received subscriptions
   for 112,000 shares for a total of $1,120,000, of which $700,000 was received
   as of September 30, 2000 and the remaining $420,000 was received in October
   2000.

                                       6
<PAGE>

                    APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2000 AND 1999


3. STOCK TRANSACTIONS (CONTINUED)

   During the fourth quarter through November 3, 2000, the Company received
   additional subscriptions totaling $930,000 for 93,000 shares of common stock.

4. STOCK OPTIONS

   In August 2000, the Company awarded two directors nonqualified options to
   purchase 10,000 shares of common stock each at $12.00 per share, vesting over
   five years.

5. ADDITIONAL PAID-IN CAPITAL

   As of September 2000, all interest has been waived on stockholder loans to
   the Company.  Such accrued interest totaling $61,600 has been credited to
   additional paid-in capital.

                                       7
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations for the Three and Nine Month Periods Ended September 30,
         2000 and September 30, 1999.

GENERAL

     The following Discussion and Analysis of the Company's Financial Condition
and Results of Operations should be read in conjunction with the Company's
Financial Statements and the related Notes included elsewhere in this Report.
This discussion contains, in addition to historical statements, express or
implied forward-looking statements. The words "believes," "expects,"
"anticipates," "may," "will," "should," "intends," "forecasts," "projects,"
"plans," "estimates" and similar expressions identify forward-looking
statements. Such statements reflect the current views of the Company with
respect to future events and financial performance or operations and speak only
as of the date the statements are made. Such forward-looking statements involve
risks and uncertainties and readers are cautioned not to place undue reliance on
forward-looking statements. The Company's actual results may differ materially
from such statements. Factors that cause or contribute to such differences
include, but are not limited to, the Company's limited operating history in its
present business, unpredictability of operating results, loss of market share
and pressure on prices from competition in various aspects of its business, the
risks of rapid growth, the Company's dependence on key personnel, uncertainty of
product acceptance, inability to timely develop and introduce new technologies,
products and applications, changes in the level of activity in the audio
industry, changes in economic conditions and an inability to obtain financing,
as well as those discussed elsewhere in this Form 10-QSB.  Although the Company
believes that the assumptions underlying its forward-looking statements are
reasonable, any of the assumptions could prove inaccurate and, therefore, there
can be no assurance that the results contemplated in such forward-looking
statements will be realized. The inclusion of such forward-looking information
should not be regarded as a representation by the Company or any other person
that the future events, plans or expectations contemplated by the Company will
be achieved. The Company undertakes no obligation to publicly update, review or
revise any forward-looking statements to reflect any change in the Company's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statements are based.

OVERVIEW

     Prior to 1995, the Company was in the business of engineering,
manufacturing and marketing high quality, high-end patented ribbon loudspeaker
systems for use in home audio and video entertainment systems. The Company
discontinued this loudspeaker business in 1994.  Since 1995, the Company's
business has shifted to the design and marketing of digital amplifier
technology, DDX(R). The Company has completed development of its first DDX
software, semiconductor and amplifier products and has entered into one
licensing agreement but has not yet begun to generate revenues from the sale of
its DDX products.  At September 30, 2000, the Company had an accumulated deficit
of $8,442,798, of which approximately $4 million was attributable to the
Company's now defunct loudspeaker business. These net losses and accumulated
deficit (since 1995) result primarily from the costs associated with the
Company's DDX development efforts. DDX development costs during 1996 and 1997
were used to develop the conceptual design and to market the solution to
potential customers. With the design concept validated, efforts during 1998 and
1999 were devoted to converting the concept into semiconductor solutions. This
activity was performed using internal and external engineering resources.
Additional development costs have been incurred through September 30, 2000 to
fabricate engineering device samples and in connection with the hiring of
additional engineering personnel.

                                       8
<PAGE>

RESULTS OF CONTINUING OPERATIONS OF THE COMPANY

     Revenues.  To date, the Company has not generated any revenues from the
sale of its DDX products. For the three and nine month periods ended
September 30, 2000 and September 30, 1999, revenues increased to $47,000 from
$16,000, or 190%. This increase was due to a consulting arrangement which
generated income in the quarter ended September 30, 2000.

     Research and Development Expenses.  Research and development expenses
increased approximately 58% to $341,232 in the three months ended September 30,
2000 compared with $216,508 for the same period in 1999. For the nine month
period ended September 30, 2000, research and development expenses increased 29%
to $618,708 compared with $478,490 for the same period in 1999.  These increases
over the three and nine month periods resulted primarily from greater personnel
expenses, including the hiring in the quarter ended June 30, 2000 of a vice
president of engineering and planning. The  Company continues to focus its
activities on DDX product development.  During the three month period ended
September 30, 2000, the Company completed its first DDX semiconductor products
and developed technical information and evaluation circuitry to support the
marketing of these products.  The Company is strongly committed to accelerating
its research and development and new product development efforts and expects
expenses in this area to continue to grow significantly.

     Selling, General and Administrative Expenses.  SG&A expenses increased
approximately 78% to $234,580 in the quarter ended September 30, 2000 compared
with $131,432 for the same period in 1999.  For the nine month period ended
September 30, 2000, SG&A expenses increased 110% to $558,655 compared with
$266,513 for the same period in 1999.  These increases reflect the Company's
expansion of management and administrative staff to support the marketing of its
first DDX products.  In the quarter ended June 30, 2000, the Company hired a new
chief operating officer as well as a vice president of engineering and planning
and, for the first time during the past three years, Apogee began to incur
executive compensation expenses.  The Company also incurred additional expenses
in the three and nine month periods ended September 30, 2000 as it hired
marketing consultants to help promote its first DDX products.  The higher
percentage increase in the nine month period rather than the three month period
ended September 30, 2000 is a reflection of one-time, first quarter 2000, higher
legal expenses incurred in connection with the Company's re-registration under
the Exchange Act of 1934 and higher accounting fees incurred in connection with
the auditing of the company's financials for the three years ended December 31,
1999 required for the Exchange Act registration.

     Net Loss. The Company's net loss for the three month period ended
September 30, 2000 totaled $529,567, or $0.11 per basic and diluted common
share, compared to a loss of $337,182, or $0.09 per basic and diluted common
share, for the three month period ended September 30, 1999. The Company's net
loss for the nine month period ended September 30, 2000 totaled $1,147,899, or
$0.25 per basic and diluted common share, compared to a loss of $748,995, or
$0.23 per basic and diluted common share, for the nine month period ended
September 30, 1999. These increase were a result, primarily, of increased
research and development costs as well as higher marketing and sales and general
and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

     At September 30, 2000, the Company had approximately $160,000 in cash
compared to $3,000 at December 31, 1999.  Net cash used in operations during the
nine months ended September 30, 2000 was $1,174,984 compared to $684,082 used in
the nine months ended September 30, 1999.  During the nine month period ended
September 30, 2000, the Company received from private placements of its common
stock $215,000 at $2.00 per share, $670,000 at $3.00 a share, $291,000 of which
was

                                       9
<PAGE>

contributed by the Company's directors, and $700,000 at $10.00 per share.
An additional $420,000 at $10.00 per share was collected during October 2000.
Through the nine month period ended September 30, 2000, the Company also
received $40,750 upon the exercise of stock options. The Company has a revolving
line of credit with one bank in the amount of $200,000, which, as of September
30, 2000 was at a zero balance. The continuance of the Company is dependent upon
its ability to successfully develop and market its DDX digital amplifier
technology and raise additional funds for such purposes. There can be no
assurance, however, that the Company will be able to successfully develop and
market its DDX products or raise the funds that it needs to continue its
operations in the long term or that additional funds will be available to the
Company on acceptable terms, if at all.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

     Not Applicable

                          PART II - OTHER INFORMATION


ITEM 1 - LEGAL PROCEEDINGS.

     None

ITEM 2 - CHANGES IN SECURITIES.

     In July and September 2000, the Company issued 10,000 shares and 3,000
shares, respectively, of common stock at $1.25 per share to a former director
and former employee, respectively, upon the exercise of vested options issued
pursuant to the 1997 stock option plan.

     During the three months ended September 30, 2000, the Company sold 112,000
shares of Common Stock in a private placement under Section 4(2) of the
Securities Act at a price of $10.00 per share.

     In August 2000, the Company granted options to purchase 10,000 shares of
Common Stock under the Plan to each of two directors of the Company at an
exercise price of $12.00 per share.

Item 3 - Defaults Upon Senior Securities.

     None

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER.

     None

ITEM 5 - OTHER INFORMATION.

     None

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

    (a)  Exhibits:

         See Exhibit Index.

    (b)  Reports on Form 8-K:

         There were no reports on Form 8-K filed in the three months ended
         September  30, 2000

                                       10
<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 Technology, Inc.

                              /s/  David Spiegel
                              ------------------
                              David Spiegel
                              Its President and Treasurer
                              (principal financial and chief accounting officer)

                              Date:   November 14, 2000

                                       11
<PAGE>

                                 EXHIBIT INDEX
                                 -------------
<TABLE>
<CAPTION>

Exhibit
Number                                Description
-------                               -----------
<C>      <S>
3.1      Certificate of Incorporation of Apogee Technology, Inc.,
         incorporated herein by reference to Exhibit 3.1 to the
         Registrant's Form 10-SB, as amended (File No. 000- 17053).

3.2      Amendment of Certificate of Incorporation of
         Apogee Technology, Inc., incorporated herein by reference
         to Exhibit 3.2 to the Registrant's Form 10-SB, as amended
         (File No. 000- 17053).

3.3      Restated By-Laws of Apogee Technology, Inc., incorporated
         herein by reference to Exhibit 3.3 to the Registrant's
         Form 10-SB, as amended (File No. 000- 17053).

10.1     Form of 1999 Stock and Warrant Subscription Agreement,
         incorporated herein by reference to Exhibit 10.1 to the
         Registrant's Form 10-SB, as amended (File No. 000- 17053).

10.2     Form of 1999 Warrant to purchase shares of common stock of
         the Registrant, incorporated herein by reference to
         Exhibit 10.2 to the Registrant's Form 10-SB, as amended
         (File No. 000- 17053).

10.3     Form of 2000 Stock Subscription Agreement, incorporated
         herein by reference to Exhibit 10.3 to the Registrant's
         Form 10-SB, as amended (File No. 000- 17053).

10.4     Development and licensing Agreement dated August 13, 1999,
         incorporated herein by reference to Exhibit 10.4 to the
         Registrant's Form 10-SB, as amended (File No. 000- 17053).

27       Financial Data Schedule is attached hereto as Exhibit 27.
</TABLE>

                                       12