On January 6, 2009, Apogee Technology, Inc. ("Apogee") received $80,500 in proceeds from the sale of two promissory notes. David Spiegel, a large shareholder of Apogee's common stock, loaned the Company $80,000 and Annette Jaynes, employee of the Corporation, loaned the company $500 pursuant to the promissory note attached hereto; 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 and Exhibit 99.2

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 8,000 and 50 shares of common stock, for Mr. Spiegel and Mrs. Jaynes, respectively, as added consideration for the Notes. These warrants, and the warrants previously issued to Mr. Spiegel and Mrs. Jaynes pursuant to earlier promissory notes, have been documented using the form of warrant, Exhibit 99.3, attached.

(d) Exhibits

Exhibit
Number                                   Description

99.1       Promissory Note dated as of January 6, 2009 by and between Apogee
           Technology, Inc. and David Spiegel
99.2       Promissory Note dated as of January 6, 2009 by and between Apogee
           Technology, Inc. and Annette Jaynes
99.3       Form of Warrant