On October 27, 2008, Apogee Technology, Inc. ("Apogee") received $166,000 in proceeds from the sale of five promissory notes. Herbert M. Stein, the Chairman and Chief Executive Officer of Apogee, loaned the Company $25,000 pursuant to the promissory note attached hereto; David Spiegel, a large shareholder of Apogee's common stock, loaned the Company $35,000, David Meyers, employee of the Corporation, loaned the company $3,000 pursuant to the promissory note attached hereto; Annette Jaynes, employee of the Corporation, loaned the company $3,000 pursuant to the promissory note attached hereto; pursuant to the promissory note attached hereto, and TYJO Corporation Money Purchase Pension Plan loaned the company $100,000 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 Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, and Exhibit 99.4 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 five warrants. Each warrant is a three (3) year warrant with a strike price of $1. The warrants represent 2,500, 2,500, 300, 300, and 25,000 shares of common stock, for Messrs. Stein, Spiegel, Meyers, Mrs. Jaynes, and TYJO Corporation Money Purchase Pension Plan, respectively, as added consideration for the Notes. These warrants, and the warrants previously issued to Mrs. Jaynes, Messrs. Meyers, Stein, Spiegel and TYJO Corporation Money Purchase Pension Plan pursuant to earlier promissory notes, have been documented using the form of warrant, Exhibit 99.6, attached.

(d) Exhibits

Exhibit
Number                                   Description

99.1       Promissory Note dated as of October 27, 2008 by and between Apogee
           Technology, Inc. and Herbert M. Stein
99.2       Promissory Note dated as of October 27, 2008 by and between Apogee
           Technology, Inc. and David Spiegel
99.3       Promissory Note dated as of October 27, 2008 by and between Apogee
           Technology, Inc. and David Meyers
99.4       Promissory Note dated as of October 27, 2008 by and between Apogee
           Technology, Inc. and Annette Jaynes
99.5       Promissory Note dated as of October 27, 2008 by and between Apogee
           Technology, Inc. and TYJO Corporation Money Purchase Pension Plan
99.6       Form of Warrant