On July 1, 2009, Apogee Technology, Inc. ("Apogee") received $52,000 in proceeds from the sale of two promissory notes. Mr. Herbert M. Stein loaned the company $20,000 pursuant to the promissory note attached hereto, Mr. David Spiegel loaned the company $32,000 pursuant to the promissory note attached hereto. The promissory notes bear simple interest of 8% per year and are to be repaid in cash after 180 days.

The promissory notes are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

The information required by this Item 2.03 is set forth in Item 1.01 above, which is incorporated herein by reference.

Associated with the promissory notes discussed above are warrants. The warrants are a three (3) year warrants with a strike price of $1. The warrants represent 2,000 and 3,200 for Mr. Herbert M. Stein and for Mr. David Spiegel, respectively, as added consideration for the Note. These warrants, and the warrants previously issued to Mr. Herbert M. Stein and Mr. David Spiegel pursuant to earlier promissory notes, have been documented using the form of warrant, Exhibit 99.3, attached.

(d) Exhibits

Exhibit
Number                                  Description

99.1       Promissory Note dated as of July 1, 2009 by and between Apogee
           Technology, Inc. and Mr. Herbert M. Stein
99.2       Promissory Note dated as of July 1, 2009 by and between Apogee
           Technology, Inc. and Mr. David Spiegel
99.3       Form of Warrant