On February 17, 2009, Apogee Technology, Inc. ("Apogee") received $95,000 in proceeds from the sale of three promissory notes. TYJO Corporation Money Purchase Pension Plan loaned the company $50,000 pursuant to the promissory note attached hereto, Mr. Leo Spiegel loaned the company $35,000 pursuant to the promissory note attached hereto and Herbert M. Stein loaned the company $10,000 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 Exhibits 99.1, 99.2 and 99.3 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 warrants. The warrants are a three (3) year warrants with a strike price of $1. The warrants represent 12,500, 8,750 and 1,000 shares of common stock, for TYJO Corporation Money Purchase Pension Plan, Mr. Leo Spiegel and for Mr. Herbert M. Stein, respectively, as added consideration for the Note. These warrants, and the warrants previously issued to TYJO Corporation Money Purchase Pension Plan, Mr. Leo Spiegel, and Mr. Herbert M. Stein pursuant to earlier promissory notes, have been documented using the form of warrant, Exhibit 99.4, attached.

(d) Exhibits

Exhibit
Number                                  Description

99.1      Promissory Note dated as of February 17, 2009 by and between Apogee
          Technology, Inc. and TYJO Corporation Money Purchase Pension Plan
99.2      Promissory Note dated as of February 17, 2009 by and between Apogee
          Technology, Inc. and Mr. Leo Spiegel.
99.3      Promissory Note dated as of February 17, 2009 by and between Apogee
          Technology, Inc. and Mr. Herbert M. Stein.
99.4      Form of Warrant