**EXHIBIT31.2**

 

CERTIFICATION PURSUANT TO

 

SECTION 302 OF THESARBANES-OXLEY ACT OF 2002

 

I, Paul J. Murphy,certify that:

 

1.    I have reviewed this Quarterly Report on Form 10-QSB of ApogeeTechnology, Inc.

 

2.    Based on 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.    Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrantas of, and for, the periods presented in this report;

 

4.    The small business issuer’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)) for thesmall business issuer and have:

 

a)    Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under my supervision, to ensure thatmaterial information relating to the small business issuer, including itsconsolidated subsidiaries, is made known to me by others within those entities,particularly during the period in which this report is being prepared;

 

b)    [reserved] / [paragraph omitted pursuant to SEC Release Nos. 33-8760 and34-54942];

 

c)    Evaluated the effectiveness of the small business issuer’s disclosure controlsand procedures and presented in this report my conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

 

d)    Disclosed in this report any change in the small business issuer’s internalcontrol over financial reporting that occurred during the small business issuer’smost recent fiscal quarter (the small business issuer’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the small business issuer’s internal control overfinancial reporting; and

 

5.    The small business issuer’s other certifying officer(s) and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the small business issuer’s auditors and the auditcommittee of the small business issuer’s board of directors (or personsperforming the equivalent functions):

 

a)    All significant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

b)    Any fraud, whether or not material, that involves management or other employeeswho have a significant role in the small business issuer’s internal controlover financial reporting.

 

 
|   | Date: November 14, 2007                                         |
|--------|-----------------------------------------------------------------|
|   |                                                            |
|   | /s/ Paul J. Murphy                                              |   |
|   | Chief Financial Officer and Vice President of  Finance          |
|   | (principal financial officer and principal  accounting officer) |
|   |                                                            |   |   |   |   |   |
|        |                                                                 |  |  |  |  |  |  |  |

 

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