**EXHIBIT 31.1**

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THESARBANES-OXLEY ACT OF 2002

 

I, Herbert M. Stein, certify that:

 

1.                                       Ihave reviewed this quarterly report of Apogee Technology, Inc.;

 

2.                                       Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

4.                                       Theregistrant’s other certifying officer(s) and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) forthe registrant and have:

 

a)              designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made know to usby others within those entities, particularly during the period in which thisreport is being prepared;

 

b)             evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

c)              disclosed in thisreport any change in the registrant’s internal control over financial reportingthat occurred during the registrant’s most recent financial quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting.

 

5.                                       Theregistrant’s other certifying officer(s) and I have disclosed, based on ourmost recent evaluation of internal control over financialreporting to the registrant’s auditors and the audit committee of theregistrant’s board of directors (or persons performing the equivalentfunction):

 

a)              all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

b)             anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financialreporting.

 
|   | Date:  August 22, 2005               |
|--------|-------------------------------------------|
|   |                                      |
|   | /s/ Herbert  M. Stein                     |   |
|   | Herbert M.  Stein, Chairman of the Board, |
|   | President,  Chief Executive Officer       |
|   | (principal  executive officer)            |

 

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