**EXHIBIT 31**

 

CERTIFICATION PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Herbert M. Stein, certify that:

 

1.                                       I have reviewedthis quarterly report of Apogee Technology, Inc.;

 

2.                                       Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.                                       Based on my knowledge,the financial statements, and other financial information included in thisreport, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in this report;

 

4.                                       The registrant’sother certifying officer(s) and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e) for the registrant and have:

 

a)              designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made know to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b)             evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

c)              disclosed in this report any change inthe registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent financial quarter (the registrant’s fourth fiscalquarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting;

 

5.                                       The registrant’sother certifying officer(s) and I have disclosed, based on our most recentevaluation of internal control over financial reporting to the registrant’sauditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent function):

 

a)              all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

b)             any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 
| Date:  November 14, 2003                             |
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|                                                           |
| /s/ Herbert M. Stein                                           |   |
| Herbert M. Stein, Chairman of the Board,                       |
| President, Chief Executive Officer and Treasurer               |
| (principal financial officer and principal accounting officer) |

 

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