**EXHIBIT31.1**

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THESARBANES-OXLEY ACT OF 2002

 

 

I, Herbert M. Stein, certify that:

 

1.                                       I have reviewed this quarterly report ofApogee Technology, Inc.;

 

2.                                       Based on my knowledge, this report doesnot contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.                                       Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisreport;

 

4.                                       The registrant’s other certifyingofficer(s) and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e) for the registrant and have:

 

a)              designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made know to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

b)             evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

c)              disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’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’s other certifyingofficer(s) and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting to the registrant’s auditors and theaudit committee of the registrant’s board of directors (or persons performing theequivalent function):

 

a)              all significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial information; and

 

b)             any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant’sinternal control over financial reporting.

 

Date:  November15, 2004

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

 

----