Edgar Filing: APOGEE TECHNOLOGY INC

apogee10qa.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-10456

APOGEE TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		04-3005815
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

129 MORGAN DRIVE, NORWOOD, MASSACHUSETTS 02062
(Address of principal executive offices)

(781) 551-9450
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes o No ý

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the proceeding 12 months (or such shorter periods that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer o		Accelerated filer o		Non-accelerated filer o ( Do not check if a smaller reporting company)		Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes ý No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of January 8, 2010, there were 12,132,332 shares of Common Stock, $0.01 par value per share outstanding. See Note 13 Subsequent Events, SEC Administrative Proceedings for cessation of trading in our common stock on April 16, 2010.

APOGEE TECHNOLOGY, INC.

(A Development Stage Company)

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements
Consolidated Balance Sheets at September 30, 2009 (unaudited) and December 31, 2008 (audited)	3

Unaudited Consolidated Statements of Operations and Accumulated Deficit for the Three and Nine Months Ended September 30, 2009 and September 30, 2008 and for the period from October 1, 2008 (date re-entering development stage) through September 30, 2009	4

Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2009 and September 30, 2008 and for the period from October 1, 2008 (date re-entering development stage) through September 30, 2009	5

Notes to Unaudited Consolidated Financial Statements	6

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3 - Quantitive and Qualitative Disclosures about Market Risk	36

Item 4T - Controls and Procedures	36


PART II - OTHER INFORMATION

Item 1 - Legal Proceedings	36

Item 1A - Risk Factors	38

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds	40

Item 3 - Defaults Upon Senior Securities	40

Item 4 - Submission of Matters to a Vote of Security Holders	41

Item 5 - Other Information	41

Item 6 - Exhibits	41

Signatures	42

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	SEPTMBER 30,			DECEMBER 31,
	2009			2008
	(Unaudited)			(Audited)
ASSETS

Current assets
Cash and cash equivalents	$	—		$	—
Accounts receivable, net of allowance for doubtful accounts of $9,377 in 2009 and 2008		—			—
Prepaid expenses and other current assets		20,544			8,335

Total current assets		20,544			8,335

Property and equipment, net		63,035			111,152

Other assets
Patents, net		112,641			148,889

	$	196,220		$	268,376


LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

Current liabilities
Bank overdraft	$	2,321		$	49,236
Accounts payable and accrued expenses		2,966,934			2,267,273
Officer loans and notes payable		948,308			783,524
Shareholder loans and notes payable		1,105,960			882,431
Other loans and notes payable		751,455			259,622

Total current liabilities		5,774,978			4,242,086

Commitments and Contingencies		—			—

Stockholders’ deficiency
Preferred stock, par value $0.0001 per share; 5,000,000 shares authorized, none issued and outstanding		—			—
Common stock, $0.01 par value; 40,000,000 shares authorized, 12,132,332 issued and outstanding at September 30, 2009 and December 31, 2008		121,323			121,323
Additional paid-in capital		18,912,559			18,786,046
Accumulated deficit		(21,891,704	)		(21,891,704	)
Accumulated deficit during development stage		(2,720,936	)		(989,375	)

Total stockholders’ deficiency		(5,578,758	)		(3,973,710	)
	$	196,220		$	268,376

The accompanying notes are an integral part of these consolidated financial statements.

APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT

(Unaudited)

	Three Months Ended Sept. 30,						Nine Months Ended Sept. 30,						Cumulative from Re-entering Development Stage on October 1, 2008 to Sept. 30, 2009
	2009			2008			2009			2008

Revenues
Product sales	$	—		$	—		$	—		$	21,951		$	—
Royalties		—			37,893			—			63,499			—

		—			37,893			—			85,450			—

Costs and expenses
Product sales		—			—			—			696			—
Research and development		145,575			299,764			579,317			1,078,962			1,058,397
Selling, general and administrative		269,911			454,190			874,277			1,942,580			1,312,878

		415,486			753,954			1,453,594			3,022,238			2,371,275

Operating loss		(415,486	)		(716,061	)		(1,453,594	)		(2,936,788	)		(2,371,275	)

Other income (expense)

Interest and other expense		(96,532	)		(55,612	)		(279,573	)		(102,552	)		(351,951	)
Interest and other income		500			558			1,606			8,202			2,290

		(96,032	)		(55,054	)		(277,967	)		(94,350	)		(349,661	)

Net loss	$	(511,518	)	$	(771,115	)	$	(1,731,561	)	$	(3,031,138	)	$	(2,720,936	)

Accumulated deficit - beginning	$	(24,101,122	)	$	(21,120,591	)	$	(22,881,079	)	$	(18,860,568	)	$	—

Accumulated deficit - ending	$	(24,612,640	)	$	(21,891,706	)	$	(24,612,640	)	$	(21,891,706	)	$	(2,720,936	)

Basic and diluted loss per common share	$	(0.04	)	$	(0.06	)	$	(0.14	)	$	(0.25	)	$	(0.22	)

Weighted average common shares outstanding - basic and diluted		12,132,332			12,132,332			12,132,332			12,070,704			12,132,332

The accompanying notes are an integral part of these consolidated financial statements.

APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	NINE MONTHS ENDED SEPTEMBER 30,						Cumulative from Re-entering Development Stage on OCTOBER 1, 2008 through
	2009			2008			SEPTEMBER 30, 2009

Cash flows from operations
Net loss	$	(1,731,561	)	$	(3,031,138	)	$	(2,720,936	)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for doubtful accounts		—			(1,193	)		—
Depreciation and amortization		77,305			64,068			134,756
Stock compensation expense for employees and directors		64,217			46,723			92,595
Original issue discount		70,543			32,849			93,028
Termination of license		—			22,329			—
Patent impairment		17,267			—			205,674
Changes in operating assets and liabilities:
Accounts receivable		—			11,729			—
Prepaid expenses and other current assets		(12,210	)		51,651			14,569
Accounts payable and accrued expenses		699,661			1,126,687			1,094,700

Net cash used in operating activities		(814,778	)		(1,676,295	)		(1,085,614	)

Cash flows from investing activities
Purchases of property and equipment		—			(8,322	)		—
Patent costs		(10,207	)		(82,710	)		(32,323	)

Net cash used in investing activities		(10,207	)		(91,032	)		(32,323	)

Cash flows from financing activities
Bank overdraft		(46,915	)		4,284			(19,637	)
Proceeds for shareholder loans and notes payable		223,000			620,000			338,000
Proceeds from officer loans and notes payable		163,900			510,000			188,900
Proceeds from other loans and notes payable		485,000			160,000			593,000
Proceeds from sale of equity securities		—			152,519			—

Net cash provided by financing activities		824,985			1,446,803			1,117,937

Decrease in cash and cash equivalents		-			(320,524	)		-

Cash and cash equivalents — beginning		-			320,524			-

Cash and cash equivalents — ending	$	—		$	—		$	—

Supplemental Cash Flow Information:
Cash paid for interest	$	—		$	5,933		$	—
Warrants issued in connection with notes payable – non-cash	$	62,296		$	57,810		$	73,138
Income taxes	$	—		$	—		$	—

The accompanying notes are an integral part of these consolidated financial statements

APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

September 30, 2009 and September 30, 2008

1. The Company and Basis of Presentation

The Company

Apogee Technology, Inc., (“Apogee”, “we”, “us” or “our”) is developing PyraDerm™, a proprietary intradermal drug delivery system for vaccines and other pharmaceuticals that we intend to market to pharmaceutical and medical device companies. Until March 31, 2009, we were also engaged in the development of IntellaPAL™, a proprietary sensor-based health monitoring systems for the elderly care and other markets that we intended to manufacture and market to individuals and health organizations. Our two major business activities were organized under our Life Science Group and our Health Monitoring Products Group. Apogee is currently considered to be a development stage company.

Apogee is developing PyraDerm, an advanced intradermal drug delivery system, to meet the needs of patients, health insurers and companies developing pharmaceuticals, as well as governments and international health organizations. We believe PyraDerm™ has advantages over competitive approaches for the delivery of vaccines, high potency therapeutic protein drugs and other pharmaceuticals. We have evaluated the feasibility of PyraDerm by performing in vitro tests with model drugs and demonstrated its potential for intradermal immunization in vivo. We are working to establish pharmaceutical industry compliant manufacturing methods and to define regulatory strategies to support its commercialization. Upon the completion of in vitro and in vivo evaluation of PyraDerm™, if successful, we intend to pursue licensing/development or partnership agreements with pharmaceutical companies interested in our technologies.

We have operated as a technology research and development stage company since October 1, 2008. We have not yet generated revenue from our principal operations. During the fiscal year ended December 31, 2008, due to our limited resources, we invested these resources predominately in the development of our Life Science Group. As of March 31, 2009, we closed down operations of our Health Monitoring Products Group. Costs associated with the closing of this group, as well as the termination of related employees are not material. Our sole focus is and will remain on the development and growth of our Life Science Group.

Basis of Presentation

The information from our consolidated balance sheet as of December 31, 2008 included in this Quarterly Report on Form 10-Q has not been audited for the reasons set forth in the Report of Independent Registered Accounting Firm dated December 18, 2009 included in our Annual Report on Form 10-K for the year ended December 31, 2008, which was filed with the Securities and Exchange Commission on December 18, 2009.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has recurring operating losses, negative cash flows from operations, negative working capital of approximately $5.8 million and stockholder’s deficiency of approximately $5.6 million, is in arrears with substantially all of its vendors, and is in default on a majority of its Promissory Notes. This raises substantial doubt about our ability to continue as a going concern. Net losses were approximately $1.7 million and negative cash flows from operations were approximately $815,000 for the nine months ended September 30, 2009. Given our current cash position, net losses and negative cash flows from operations and our outstanding current obligations, we will not be able to continue as a going concern without raising additional capital which is not assured.

We had an overdraft of approximately $2,300 at September 30, 2009. As of August 11, 2010, we had cash of approximately $100,000. See Note 13 - Subsequent Events – Additional Financings.

The long-term success of Apogee is dependent upon our ability to raise additional funds to continue our operations, pay our outstanding liabilities and to successfully develop and market our technologies and products and to attain profitable operations. Although we have modified our business strategy to improve near-term financial performance, there can be no assurance that we will be able to obtain funds, to generate sufficient revenue, if any, or become profitable or that additional funds will be available to us on acceptable terms, if at all. Accordingly, we may be unable to implement current plans. In addition, if sufficient capital cannot be obtained, Apogee may be forced to cease operations. In the event that any future financing is affected, to the extent it includes equity securities; the holders of the common stock may experience additional dilution. In the event of a cessation of operations, there may not be sufficient assets to fully satisfy all creditors, in which case, the holders of securities may be unable to recoup any of their investment.

APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

September 30, 2009 and September 30, 2008

We are in the process of attempting to secure sufficient financing to meet our current obligations and to continue development of our technology. We have been working to obtain financing from outside investors for more than 24 months, but have not yet been successful. In the interim, short-term debt financing has been provided by Apogee’s significant shareholders, including our President, Chief Executive Officer and Chairman of the Board of Directors, an individual investor and others, and has been utilized to keep product development moving forward. Additionally, cost cutting measures, including salary reduction for non-PyraDerm employees, diminished sensor development, deferral of capital expenditures, and reduced general spending, have been instituted until such time as financing is secured, if ever.

Due to the early stages of development of our products, we cannot estimate at this time the amounts of cash or the length of time that will be required to bring our products under development to market. It is expected that such costs will be funded not only by external funding, if available, but also through partnership activities. Without additional financing, we will be unable to continue operations.

On October 28, 2009, the Company received a “Wells Notice” from the staff of the Securities and Exchange Commission, which states the staff’s intent to recommend that the Commission institute a public administrative proceeding against the Company, alleging that it violated Section 13(a) of the Securities Exchange Act of 1934. In connection with the contemplated proceedings, the staff may seek a suspension or revocation of registration of each class of the Company’s registered securities. Also, the staff may consider whether contempt proceedings in a federal district court are appropriate. The Company submitted a response to this letter on November 16, 2009. Should suspension or revocation of our stock occur, the Company’s ability to raise additional funding may be severely impacted.

See Note 13 – Subsequent Events for additional information.

Accounting Principles

The accompanying consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America.

Consolidated Financial Statements

The financial statements include the accounts of Apogee Technology, Inc., and its wholly owned inactive subsidiary, DUBLA, Inc. All significant intercompany transactions and accounts have been eliminated.

In management’s opinion all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included in the accompanying unaudited financial statements. Operating results for the nine months ended September 30, 2009 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2009 or any other period.

Use of Estimates in Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences could affect the results of operations reported in future periods and such differences could be material.

2. Summary of Significant Accounting Policies

APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

September 30, 2009 and September 30, 2008

Accounting Standards: On July 1, 2009, the Financial Accounting Standards Board (“FASB”) issued the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, also known as FASB Accounting Standards Codification (“ASC”) 105-10, General Accepted Accounting Principles (“ASC 105-10”). ASC 105-10 established the FASB Accounting Standards Codification (“Codification”) as the single source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification supersedes all existing non-SEC accounting and reporting standards. All other non -grandfathered, non-SEC accounting literature not included in the Codification will become non-authoritative. Following the Codification, the FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates, which will serve to update the Codification, provide background information about the guidance and provide the basis for conclusions on the changes to the Codification. GAAP was not intended to be changed as a result of the FASB’s Codification project, but it will change the way the guidance is organized and presented. As a result, these changes will have a significant impact on how companies reference GAAP in their financial statements and in their accounting policies for financial statements issued for interim and annual periods ending after September 15, 2009. Apogee has implemented the Codification in this quarterly report by providing references to the Codification topics, as appropriate.

Revenue Recognition

Revenue is recognized when the following revenue recognition criteria are met: (1) persuasive evidence of an arrangement exists; (2) the product has been shipped and the customer takes ownership and assumes the risk of loss; (3) the selling price is fixed or determinable; and (4) collection of the resulting receivable is reasonably assured. The following policies apply to Apogee’s two sales categories for revenue recognition. Sales to end users (“OEM”): revenue is recognized under our standard terms and conditions of sale, title and risk of loss transfer to the customer at the time products are shipped from our warehouse or delivered to the customer’s representative/freight forwarder. We accrue the estimated cost of post-sale obligations including product warranty returns, based on historical experience. To date we have experienced minimal warranty returns.

We record royalty revenue when earned in accordance with the underlying agreements. Consulting and licensing revenue is recognized as services are performed.

In April of 2008, SigmaTel, Inc. agreed to pay Apogee a percentage of the royalties it received from STMicroelectronics NV (“ST”) in exchange for supporting their royalty negotiations with ST. As a result of this agreement, Apogee received approximately $63,000 during the year ended December 31, 2008. On November 4, 2008 Apogee was notified by STMicroelectronics NV that they had reached an agreement with Freescale (formerly SigmaTel, Inc.) reducing the quarterly royalties due Freescale. The original agreement was a result of the transaction with SigmaTel, Inc. (“SigmaTel”) whereby we sold certain assets of our audio division, including the DDX technology and the associated royalties from our license agreement with ST, for approximately $9.78 million. Upon acceptance by Freescale of the lower royalty payments, the arrangement agreed to between Freescale and Apogee in April 2008 was cancelled. No further revenue is expected under this arrangement.

Loss Per Share

Basic net loss per share is computed by dividing the net loss attributable to common stockholders for the period by the weighted average number of common stock outstanding during the period. Diluted net loss per share is computed based on the weighted average number of common stock and dilutive potential common stock outstanding. Potential common stock consists of incremental common stock issuable upon the exercise of stock options and common stock issuable upon the exercise of common stock warrants. The calculation of diluted net loss per share excludes potential common stock as the effect is anti-dilutive.

Research and Development

APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

September 30, 2009 and September 30, 2008

Costs for research and development are expensed as incurred.

Legal Fees

Contingencies

Apogee is involved in and/or indemnifies others in various legal proceedings. Management assesses the probability of loss for such contingencies and recognizes a liability when a loss is probable and estimable. See Note 10 – Legal and Related Indemnification with our Executives and Others.

Inventories

Inventories, including inventory held at distributors, are stated at the lower of cost on a first-in, first-out basis or market. This policy requires us to make estimates regarding the market value of our inventory, including an assessment of excess or obsolete inventory.

On January 15, 2008, we sold the remaining DDX inventory held in our Norwood office to one of our customers and on January 24, 2008, we sold the remaining DDX inventory housed in Hong Kong to one of our former DDX distributors. Total proceeds received from the disposition of the DDX inventory were $17,000.

Asset Impairment Charges

Long-lived assets to be held and used are reviewed to determine whether any events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The conditions considered include whether or not the asset has become obsolete, or whether external market circumstances indicate that the carrying amount may not be recoverable. Management performs analysis for impairment on a regular basis.

Property and Equipment

Major replacements and betterments of equipment are capitalized. Cost of normal maintenance and repairs is charged to expense as incurred. Depreciation is provided over the estimated useful lives of the assets using accelerated methods.

Leasehold Improvements

Leasehold improvements are amortized over either the term of lease or the estimated useful life of the improvement.

Patents

Costs incurred to register and obtain patents are capitalized and amortized on a straight-line basis over five years, their estimated useful lives. Management performs analysis for impairment on a regular basis.

Exclusive License Fee

We capitalized license fees paid to third parties for costs associated with the exclusive rights to their patents. We amortize these fees over a period of four years. During 2008, Apogee terminated the 2006 license agreement with the University of Akron Research Foundation and expensed the remaining license fees. In addition, during 2008, we expensed an additional $30,000, which represented the minimum royalty due under this terminated license agreement.

APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

September 30, 2009 and September 30, 2008

Cash and Cash Equivalents

We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Accounts Receivable

We carry trade receivables from customers less an allowance for doubtful accounts to ensure that trade receivables are carried at net realizable value. On a periodic basis, we evaluate the collectibility of our accounts receivable based on a variety of factors, including length of time receivables are past due, indication of customer ability to pay, significant one-time events and historical experience. Accounts receivable are generally considered past due if any portion of the receivable balance is outstanding for more than 90 days. If circumstances related to our customers change, estimates of the recoverability of receivables would be further adjusted.

Advertising

Advertising costs are expenses when incurred and were not significant for the three and nine months ended September 30, 2009 and 2008.

Fair Value of Financial Instruments

Carrying amounts of certain of our financial instruments, including cash and cash equivalents, accounts receivable and notes and accounts payable, approximate their fair values due to their relatively short maturities and based upon comparable market information available at the respective balance sheet dates. We do not hold or issue financial instruments for trading purposes.

Stock-Based Compensation

We account for our stock based compensation as permitted by Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards, “Accounting for Stock-Based Compensation” (SFAS 123(R)).

Accounting for Stock Compensation

Stock-based compensation costs are generally based on the fair value calculated from the Black-Scholes option-pricing model on the date of grant for stock options. The fair values of option grants are amortized as compensation expense over the option’s vesting period. Compensation expense recognized is shown in the operating activities section of the consolidated statements of cash flow.

We continue to calculate the expected stock price volatility based solely on historical volatility. We believe that historical volatility provides the best estimate of future stock price volatility.

The expected term of options was previously and is currently calculated based on an analysis of vesting periods and contractual life. Apogee believes that this analysis provides a better estimate of option term periods.

We estimate the expected life of the option and determine a risk-free rate based on U.S. Treasury issues with remaining terms similar to the expected life of the option. We have never paid cash dividends and do not currently intend to pay cash dividends.

We estimate potential forfeitures of stock grants and adjust compensation cost recorded accordingly. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative adjustment in the period of change and will also impact the amount of stock compensation expense to be recognized in future periods.

APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

September 30, 2009 and September 30, 2008

Apogee’s stock compensation activity with respect to the nine months ended September 30, 2009 is summarized below:

Stock Options	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term
Outstanding at December 31, 2008	3,068,100	$	4.4048
Granted	—
Exercised	—
Cancelled or expired	135,600	0.6933
Outstanding at September 30, 2009	2,932,500	$	4.5344	4.3770

Vested at September 30, 2009	2,637,900	$	4.9347	3.9893

Exercisable at September 30, 2009	2,637,900	$	4.9347	3.9893

The following table summarizes information about options outstanding as of September 30, 2009:

	Options Outstanding				Options Exercisable
		Weighted
		Average	Weighted			Weighted
		Remaining	Average			Average
Range of Exercise	Number	Contractual	Exercise		Number	Exercise
Prices	Outstanding	Term	Price		Exercisable	Price

$0.25 — 1.69	1,054,900	6.5368	$	1.0203	717,300	$	1.0474
$2.71 — 6.59	1,282,600	2.5122	$	5.4065	1,299,200	$	5.4065
$8.45 — 12.15	595,000	4.5674	$	8.8849	599,000	$	8.8849

Total at September 30, 2009	2,932,500	4.3770	$	4.5344	2,615,500	$	4.9347

Apogee did not grant options during the nine months ended September 30, 2009. No options were exercised during nine months ended September 30, 2009 and 2008. During the nine months ended September 30, 2008, Apogee granted options to purchase 160,000 shares of its common stock at a weighted average fair market value of $0.6933. During the nine months ended September 30, 2009, options to purchase 135,600 shares of Apogee common stock vested. The weighted average fair value of these options was $0.8169. During the nine months ended September 30, 2009, options to purchase 135,600 shares of Apogee common stock were cancelled. Total stock-based compensation expense for the three and nine months ended September 30, 2009, was approximately $19,000 and $64,000, respectively, compared to approximately $14,000 and $47,000, respectively, for the three and nine months ended September 30, 2008. As of September 30, 2009, approximately 294,600 options to purchase approximately 294,600 shares of Apogee common stock with an approximate value of $89,998 are not yet vested.

Recent Accounting Pronouncements

Management does not believe there are any recently issued but not yet effective accounting pronouncements that will have a material effect on our financial statements and results of operation.

3. Accounts Receivable

Accounts receivable at September 30, 2009 and December 31, 2008 are comprised of the following:

APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

September 30, 2009 and September 30, 2008

Accounts Receivable	September 30,			December 31,
	2009			2008
					(Audited)
Distributor	$	—		$	—
Direct customers	9,377			9,377
	$	9,377		$	9,377

Less allowance for doubtful accounts	$	(9,377	)	(9,377		)

Net accounts receivable	$	—		$	—

4. Property and Equipment

Property and equipment at September 30, 2009 and December 31, 2008 are comprised of the following:

Property and Equipment	September 30,			December 31,
	2009			2008
				(Audited)
Equipment	$	189,781		$	189,781
Software	32,943			32,943
Furniture and fixtures	22,047			22,047
Leasehold improvements	92,892			92,892

	$	337,663		$	337,663

Less accumulated depreciation	(274,628		)	(226,511		)

	$	63,035		$	111,152

Depreciation expense was $8,141 and $24,423 for the three and nine months ended September 30, 2009, respectively, compared to $12,487 and $37,165 for the three and nine months ended September 30, 2008, respectively.

The estimated useful lives of the classes of physical assets were as follows:

Description		Depreciable Lives

Equipment		5 years
Software		3 years
Furniture and fixtures		7 years
Leasehold improvements		Term of lease

5. Asset Impairment

We recorded a patent impairment charge of approximately $17,000 at March 31, 2009. These patent applications were related to our Health Monitoring Group which was closed down as of March 31, 2009. In addition, for the three and nine months ended September 30, 2009, we amortized approximately $9,800 and $29,200, respectively, of patent application related expenses.

The values of patent costs are summarized in the table below:

	Gross Carrying Value	Accumulated Amortization	Accumulated Impairment	Net Book Value

December 31, 2008	$414,523	(37,227)	(228,407)	$148,889
March 31, 2009	$420,524	(46,833)	(245,674)	$128,017
June 30, 2009	$423,736	(56,599)	(245,674)	$121,463
September 30, 2009	$424,726	(66,411)	(245,674)	$112,641

APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

September 30, 2009 and September 30, 2008

Estimated Amortization is as follows:

Year ended December 31,
Three months ended December 2009		6,715
2010		34,628
2011		34,628
2012		34,628
2013		2,041

6. Accounts Payable and Accrued Expenses

Accrued expenses are included in accounts payable on the Balance Sheet. Accounts payable and accrued expenses are as follows:

Accounts Payable	September 30,		December 31,
	2009		2008
			(Audited)
Legal and accounting expenses	$	1,712,000	$	1,612,000
Consulting expenses		65,000		137,000
Interest owed to Promissory Note holders		324,000		113,000
Corporate insurance expenses		—		5,000
Director and Advisory Committee fees		86,000		43,000
Rent expenses		57,000		18,000
Other expenses		362,000		184,000

	$	2,606,000	$	2,112,000

Accrued Expenses	September 30,		December 31,
	2009		2008
			(Audited)
Accrued audit expenses	$	127,000	$	60,000
Accrued legal expenses		15,000		15,000
Accrued consulting expenses		45,000		56,000
Accrued payroll and payroll taxes		123,000		—
Other accrued expenses		50,000		24,000
	$	360,000	$	155,000

7. Promissory Notes, Loans and Warrants

During the three and nine months ended September 30, 2009, Apogee received $135,000 and $871,900, respectively, in proceeds from unsecured interest-bearing promissory notes. During the nine months ended September 30, 2009 Apogee received $163,900 from Mr. Herbert M. Stein, President, Chief Executive Officer and Chairman of the Board of Directors, $223,000 from Mr. David Spiegel, a major shareholder, $63,000 from The Spiegel Family Limited Partnership, $345,000 from Mr. Robert Schacter et al, $45,000 from Leo Spiegel, $30,000 from JAZFund LLC, and $2,000 from others. These promissory notes are payable upon demand, not subject to premium or penalty for prepayment, bear simple interest of 8% per annum, and are to be repaid in 180 days. An additional 4% interest will be charged after maturity. As of September 30, 2009, total unpaid interest of approximately $324,400 is due, consisting of $132,900 to Mr. Stein, $137,400 to Mr. Spiegel, $42,700 to Mr. Robert Schacter et al and $11,400 to others.

APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

September 30, 2009 and September 30, 2008

Through September 30, 2009, Apogee has received total proceeds from loans and promissory notes of $2.8 million, consisting of $1.1 million, $948,900, $585,000 and $168,000 from Mr. Spiegel, Mr. Stein, Mr. Schacter and others, respectively.

As of September 30, 2009, promissory notes in the amount of $2,353,900 are in default and accruing post-maturity interest.

			Promissory Notes and Loans Due To David Spiegel

Date of			Maturity	Initial			Current
Promissory Note	Amount		Date	Interest Rate			Interest Rate

December 11, 2007	$	150,000	March 10, 2008		8.00	%		12.00	%
February 21, 2008		100,000	August 19, 2008		8.00	%		12.00	%
March 20, 2008		100,000	September 16, 2008		8.00	%		12.00	%
April 1, 2008		50,000	September 28, 2008		8.00	%		12.00	%
May 15, 2008		50,000	November 11, 2008		8.00	%		12.00	%
June 16, 2008		65,000	December 13, 2008		8.00	%		12.00	%
June 18, 2008		50,000	December 15, 2008		8.00	%		12.00	%
July 15, 2008		50,000	January 11, 2009		8.00	%		12.00	%
July 28, 2008		50,000	January 24, 2009		8.00	%		12.00	%
August 12, 2008		35,000	February 8, 2009		8.00	%		12.00	%
August 27, 2008		35,000	February 23, 2009		8.00	%		12.00	%
September 5, 2008		35,000	March 4, 2009		8.00	%		12.00	%
October 27, 2008		35,000	April 25, 2009		8.00	%		12.00	%
January 6, 2009		80,000	July 5, 2009		8.00	%		12.00	%
March 19, 2009		64,000	September 15, 2009		8.00	%		12.00	%
May 19, 2009		35,000	November 15, 2009		8.00	%		12.00	%
June 10, 2009		25,000	December 7, 2009		8.00	%		12.00	%
July 1, 2009		32,000	December 28, 2009		8.00	%		12.00	%
November 5, 2009*		67,000	May 4, 2010		8.00	%		8.00	%
	$	1,108,000

			Promissory Notes and Loans Due To Herbert M. Stein

Date of			Maturity	Initial			Current
Promissory Note	Amount		Date	Interest Rate			Interest Rate

December 11, 2007	$	250,000	March 10, 2008		8.00	%		12.00	%
February 21, 2008		100,000	August 19, 2008		8.00	%		12.00	%
March 20, 2008		50,000	September 16, 2008		8.00	%		12.00	%
April 1, 2008		50,000	September 28, 2008		8.00	%		12.00	%
May 15, 2008		50,000	November 11, 2008		8.00	%		12.00	%
June 16, 2008		35,000	December 13, 2008		8.00	%		12.00	%
June 18, 2008		40,000	December 15, 2008		8.00	%		12.00	%
July 15, 2008		30,000	January 11, 2009		8.00	%		12.00	%
July 28, 2008		50,000	January 24, 2009		8.00	%		12.00	%
August 12, 2008		35,000	February 8, 2009		8.00	%		12.00	%
August 27, 2008		35,000	February 23, 2009		8.00	%		12.00	%
September 5, 2008		35,000	March 4, 2009		8.00	%		12.00	%
October 27, 2008		25,000	April 25, 2009		8.00	%		12.00	%
February 2, 2009		30,000	August 1, 2009		8.00	%		12.00	%
February 17, 2009		10,000	August 16, 2009		8.00	%		12.00	%
March 19, 2009		25,900	September 15, 2009		8.00	%		12.00	%
April 13, 2009		33,000	October 10, 2009		8.00	%		12.00	%
May 18, 2009		12,000	November 14, 2009		8.00	%		12.00	%
July 1, 2009		20,000	December 28, 2009		8.00	%		12.00	%
November 5, 2009**		33,000	May 4, 2010		8.00	%		8.00	%
	$	948,900

APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

September 30, 2009 and September 30, 2008

			Promissory Notes and Loans Due To Robert Schacter et al

Date of			Maturity	Initial			Current
Promissory Note	Amount		Date	Interest Rate			Interest Rate

September 5, 2008	$	140,000	March 4, 2009		8.00	%		12.00	%
October 27, 2008		100,000	April 25, 2009		8.00	%		12.00	%
January 8, 2009		100,000	July 7, 2009		8.00	%		12.00	%
February 2, 2009		50,000	August 1, 2009		8.00	%		12.00	%
February 17, 2009		50,000	August 16, 2009		8.00	%		12.00	%
March 19, 2009		50,000	September 15, 2009		8.00	%		12.00	%
April 13, 2009		20,000	October 10, 2009		8.00	%		12.00	%
June 10, 2009		25,000	December 7, 2009		8.00	%		12.00	%
November 5, 2009		50,000	May 4, 2010		8.00	%		8.00	%
	$	585,000

			Promissory Notes and Loans Due To Others

Date of			Maturity	Initial			Current
Promissory Note	Amount		Date	Interest Rate			Interest Rate

July 28, 2008	$	20,000	March 4, 2009		8.00	%		12.00	%
October 27, 2008		6,000	April 25, 2009		8.00	%		12.00	%
January 6, 2009		500	July 5, 2009		8.00	%		12.00	%
February 17, 2009		37,000	August 16, 2009		8.00	%		12.00	%
March 19, 2009		500	September 15, 2009		8.00	%		12.00	%
April 13, 2009		61,500	October 12 2009		8.00	%		12.00	%
May 18, 2009		32,500	November 14, 2009		8.00	%		12.00	%
November 5, 2009		10,000	May 4, 2010		8.00	%		8.00	%
	$	168,000

* This amount excludes funds received subsequent to September 30, 2009. Total received $103,000.

** This amount excludes funds received subsequent to September 30, 2009. Total received $42,500.

The promissory notes issued to Messrs. Stein and Spiegel from December 11, 2007 through March 19, 2009 for an aggregate of $1,799,900 are incurring a post-maturity rate of interest of 12% compounded monthly. The promissory notes originally were issued with simple interest of 8% per year and were to be repaid in cash after 90 days for the December 11, 2007 and 180 days for the remaining promissory notes. The effective interest rate is approximately 19%.

The following tables represent the net payable from promissory notes and loans as of September 30, 2009:

	Officer Loans Herbert M. Stein			Shareholder Loans David Spiegel			Total

Total proceeds from Loans and Promissory Notes	$	948,900		$	1,108,000		$	2,056,900
Discount (Fair Market Value of Warrants)		(592	)		(2,040	)		(2,632	)
	$	948,308		$	1,105,960		$	2,054,268

	Loans Robert Schacter et al			Loans Others			Total

Total proceeds from Loans and Promissory Notes	$	585,000		$	168,000		$	753,000
Discount (Fair Market Value of Warrants)		(1,031	)		(514	)		(1,545	)
	$	583,969		$	167,486		$	751,455

In connection with the issuance of the promissory notes, we issued warrants to purchase our common stock. Each warrant expires three years from issue date with an exercise price of $1.00 per share. As of September 30, 2009, these warrants represent, in the aggregate, an underlying ninety-five thousand eight hundred (95,800) shares of common stock for Mr. Spiegel, an underlying seventy thousand eight hundred forty (70,840) shares of common stock for Mr. Stein, an underlying one hundred thirty-two thousand seven hundred fifty (132,750) shares of common stock for Mr. Schacter, and an underlying twenty-six thousand five hundred fifty (26,550) shares of common stock for others. These warrants were issued as added consideration for the notes. These warrants include customary terms and include a cashless or net exercise provision for exercise. The values of these warrants were determined by using the Black Scholes valuation model.

APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

September 30, 2009 and September 30, 2008

			David Spiegel

		Stock Price			Risk Free
	Number of	At Date of	Term of	Strike	Interest		Value Per
Date of Warrant	Shares	Issuance	Warrant	Price	Rate	Volatility	Warrant	Total Value

February 21, 2008	10,000	$0.65	3 Years	$1.00	2.23	98.45824%	$0.3462	$3,462.00
March 20, 2008	10,000	$0.70	3 Years	$1.00	1.71	99.87467%	$0.3867	3,867.00
April 1, 2008	5,000	$0.85	3 Years	$1.00	1.94	100.00925%	$0.5042	2,526.00
May 15, 2008	5,000	$0.83	3 Years	$1.00	2.70	102.78266%	$0.5036	2,518.00
June 16, 2008	6,500	$0.63	3 Years	$1.00	3.33	104.12541%	$0.3555	2,310.75
June 18, 2008	5,000	$0.61	3 Years	$1.00	3.19	104.07197%	$0.3397	1,698.50
July 15, 2008	5,000	$0.87	3 Years	$1.00	2.70	104.55357%	$0.5429	2,714.50
July 28, 2008	5,000	$0.75	3 Years	$1.00	2.90	104.54508%	$0.4481	2,240.60
August 12, 2008	3,500	$0.75	3 Years	$1.00	2.73	104.93498%	$0.4488	1,570.80
August 27, 2008	3,500	$0.85	3 Years	$1.00	2.58	106.26182%	$0.5331	1,865.85
September 5, 2008	3,500	$0.86	3 Years	$1.00	2.44	106.21122%	$0.5404	1,891.40
October 27, 2008	3,500	$0.60	3 Years	$1.00	1.83	108.82589%	$0.3431	1,200.85
January 6, 2009	8,000	$0.75	3 Years	$1.00	1.10	108.80131%	$0.4566	3,652.80
March 19, 2009	6,400	$0.68	3 Years	$1.00	1.21	109.80676%	$0.4057	2,596.48
May 19, 2009	3,500	$0.70	3 Years	$1.00	1.37	111.74849%	$0.4288	1,500.80
June 10, 2009	2,500	$0.60	3 Years	$1.00	2.00	126.10551%	$0.3959	989.75
July 1, 2009	3,200	$0.87	3 Years	$1.00	1.57	128.93341%	0.6295	2,014.40
November 5, 2009	6,700	$1.02	3 Years	$1.00	1.44	131.45892%	$0.7681	7,911.43
Total	95,800							$46,531.81

			Herbert M. Stein

		Stock Price			Risk Free
	Number of	At Date of	Term of	Strike	Interest		Value Per
Date of Warrant	Shares	Issuance	Warrant	Price	Rate	Volatility	Warrant	Total Value

February 21, 2008	10,000	$0.65	3 Years	$1.00	2.23	98.45824%	$0.3462	$3,462.00
March 20, 2008	5,000	$0.70	3 Years	$1.00	1.71	99.87467%	$0.3867	1,933.50
April 1, 2008	5,000	$0.85	3 Years	$1.00	1.94	100.00925%	$0.5042	2,526.00
May 15, 2008	5,000	$0.83	3 Years	$1.00	2.70	102.78266%	$0.5036	2,518.00
June 16, 2008	3,500	$0.63	3 Years	$1.00	3.33	104.12541%	$0.3555	1,244.25
June 18, 2008	4,000	$0.61	3 Years	$1.00	3.19	104.07197%	$0.3397	1,358.80
July 15, 2008	3,000	$0.87	3 Years	$1.00	2.70	104.55357%	$0.5429	1,628.70
July 28, 2008	5,000	$0.75	3 Years	$1.00	2.90	104.545 08%	$0.4481	2,240.60
August 12, 2008	3,500	$0.75	3 Years	$1.00	2.73	104.93498%	$0.4488	1,570.80
August 27, 2008	3,500	$0.85	3 Years	$1.00	2.58	106.26182%	$0.5331	1,865.85
September 5, 2008	3,500	$0.86	3 Years	$1.00	2.44	106.21122%	$0.5404	1,891.40
October 27, 2008	2,500	$0.60	3 Years	$1.00	1.83	108.82589%	$0.3431	857.75
February 2, 2009	3,000	$0.70	3 Years	$1.00	1.27	109.04276%	$0.4188	1,256.40
February 17, 2009	1,000	$0.83	3 Years	$1.00	1.22	109.04322%	$0.5219	521.90
March 19, 2009	2,590	$0.68	3 Years	$1.00	1.21	109.80676%	$0.4057	1,050.76
April 13, 2009	3,300	$0.60	3 Years	$1.00	1.27	110.59204%	$0.3469	1,144.77
May 18, 2009	1,200	0.70	3 Years	$1.00	1.36	111.77410%	$0.4288	514.56
July 1, 2009	2,000	$0.87	3 Years	$1.00	1.57	128.93341%	0.6295	1,259.20
November 5, 2009	4,250	$1.02	3 Years	$1.00	1.44	131.45892%	$0.7681	3,264.43
Total	70,840							$32,109.67

APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

September 30, 2009 and September 30, 2008

			Robert Schacter et al*

		Stock Price			Risk Free
	Number of	At Date of	Term of	Strike	Interest		Value Per
Date of Warrant	Shares	Issuance	Warrant	Price	Rate	Volatility	Warrant		Total Value

September 5, 2008	14,000	$0.86	3 Years	$1.00	2.44	106.21122%	$0.5404	$	7,565.60
October 27, 2008	25,000	$0.60	3 Years	$1.00	1.83	108.82589%	$0.3431		8,577.50
January 8, 2009	25,000	$0.90	3 Years	$1.00	1.16	108.85621%	$0.5777		14,442.50
February 2, 2009	12,500	$0.70	3 Years	$1.00	1.27	109.04276%	$0.4188		5,235.00
February 17, 2009	12,500	$0.83	3 Years	$1.00	1.22	109.04322%	$0.5219		6,523.75
March 19, 2009	12,500	$0.68	3 Years	$1.00	1.21	109.80676%	$0.4057		5,071.25
April 13, 2009	5,000	$0.60	3 Years	$1.00	1.27	110.59204%	$0.3469		1,734.50
June 10, 2009	6,250	$0.60.	3 Years	$1.00	2.00	126.10551%	$0.3959		2,474.38
November 5, 2009	20,000	$1.02	3 Years	$1.00	1.44	131.45892%	$0.7681		15,362.00
Total	132,750							$	66,986.48

*128,750 warrants issued in the name of TYJO Corporation Money Purchase Pension Plan, 2,000 warrants issued in the name of Mr. Robert Schacter, as Custodian for Tyler Schacter UTMA/CA and 2,000 warrants issued in the name of Mr. Robert Schacter, as Custodian for Joseph Schacter UTMA/CA.

			Others

		Stock Price			Risk Free
	Number of	At Date of	Term of	Strike	Interest		Value Per
Date of Warrant	Shares	Issuance	Warrant	Price	Rate	Volatility	Warrant		Total Value
July 28, 2008	2,000	$0.75	3 Years	$1.00	2.90	104.545 08%	$0.4460	$	892.00
October 27, 2008	600	$0.60	3 Years	$1.00	1.83	108.82589%	$0.3431		205.86
January 6, 2009	50	$0.75	3 Years	$1.00	1.10	108.80131%	$0.4566		22.83
February 17, 2009	8,950	$0.83	3 Years	$1.00	1.22	109.04322%	$0.5219		4,671.01
March 19, 2009	50	$0.68	3 Years	$1.00	1.21	109.80676%	$0.4057		20.29
April 13, 2009	10,650	$0.60	3 Years	$1.00	1.27	110.59204%	$0.3469		3,694.49
May 18, 2009	3,200	0.70	3 Years	$1.00	1.36	111.77410%	$0.4288		1,372.15
May 19 2009	50	$0.70	3 Years	$1.00	1.37	111.74849%	$0.4288		21.44
November 5, 2009	1,000	$1.02	3 Years	$1.00	1.44	131.45892%	$0.7681		768.10
Total	26,550							$	11,668.17

The carrying value of the notes and loans payable approximate fair value due to their short-term maturity.

8. Stockholders’ Deficiency

Preferred Stock

APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

September 30, 2009 and September 30, 2008

At our Annual Meeting held on August 28, 2007, our shareholders approved an Amendment to the Amended and Restated Certificate of Incorporation authorizing five million shares of undesignated preferred stock. These shares will have future rights and preferences to be determined at the sole discretion of our Board of Directors. No preferred stock has been issued.

Common Stock

On April 9, 2008, Apogee sold 164,000 shares of our common stock to accredited investors at a price of $1.00 per share. The net proceeds to Apogee were $152,519, which we have used for general working capital and corporate purposes. The shares of Apogee’s common stock were issued and sold in a private placement in reliance on an exemption from registration provided by Section 4(2) of Securities Act of 133, as amended, and Rule 506 of Regulation D promulgated thereunder. The shares of common stock issued in this private placement were not registered under the Securities Act of 1933 and may not be subsequently offered or sold by the investors in the United States absent registration or an applicable exemption from the registration requirements.

Stock Options

During the nine months ended September 30, 2009 no stock options were awarded. During the three months ended September 30, 2008, we awarded each of our outside directors’ options to purchase 40,000 shares, at an exercise price of $1.00 per share. These options were granted under the 2007 Plan. The options granted to these employees vest over five years beginning at the first anniversary of the date of grant.

9. Related Party Transactions

Apogee rents its facility from an entity controlled by a stockholder for $4,400 per month pursuant to a lease that expired December 31, 2005. Currently, we are renting the facility on a month-to-month basis. Rent expense was $52,800 for the fiscal years ended December 31, 2008. Rent has been accrued and remains unpaid since September 2008. See also Note 7 – Promissory Notes, Loans and Warrants from Officers and Significant Stockholders.

10. Legal and Related Indemnification Arrangements with our Executives and Others

Apogee has assumed and will continue to assume the final legal costs and related expenses of Herbert M. Stein, in connection with the civil action styled Joseph Shamy vs. Herbert M. Stein, Case No.: 50 2005 CA 007719 XXXXMB. In this action instituted in the 15th Judicial Circuit in and for Palm Beach County, Florida (the "Court), Joseph Shamy sued Herbert M. Stein, President, Chief Executive Officer and Chairman of the Board of Apogee in connection with Shamy’s purchase of Apogee shares in 2003 and 2004. In February 2009, in connection with a settlement, the Court entered a Final Judgment against Mr. Stein. In early January 2010, a filing was made with the Court to memorialize the Total and Complete Satisfaction of Judgment, which states that all sums due under the civil action were fully paid and that the Final Judgment was satisfied and canceled. Further, the Clerk of the Court was directed to note satisfaction of the Final Judgment and cancellation of all judgments of record in this action. Apogee was not a party to the aforementioned settlement or the satisfaction of the Final Judgment. Through January 1, 2010, we have incurred approximately $887,000 toward this indemnification. For the three and nine months ended September 30, 2009, we have incurred approximately $9,000 and $81,000, respectively, compared to approximately $14,000 and $89,000, respectively for the three and nine months ended September 30, 2008.

The Company first became aware of an investigation by the SEC in May 2005. The subject matter of this investigation was the Company's prior revenue recognition practices that were addressed in the Company's restatement of its financial statements for the fiscal year ended December 31, 2004. As previously disclosed in our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, as amended, Apogee’s Audit Committee, with the assistance of independent counsel, conducted an investigation into Apogee’s historical accounting practices that resulted in the implementation of remedial actions. See our Annual Report on Form 10-KSB for the year ended December 31, 2004, as amended, for detail regarding the restatement.

APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

September 30, 2009 and September 30, 2008

In July 2008, Apogee, it’s Chief Executive Officer and other employees received notifications from the Staff of the SEC relating to the Staff's 2005 investigation. These notifications, known as “Wells Notices,” stated that the Staff is considering recommending that the Commission bring enforcement actions against the Company and certain employees, based on alleged violations of certain provisions of the federal securities laws, including Section 17(a) of the Securities Act of 1933, as amended, Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act, and Rules 12b-20, 13a-1 and 13a-13 thereunder. The Wells Notice sent to the Company indicates that in any action actually brought against the Company, the Staff would seek an injunction against future violations of the federal securities laws as relief.

On May 19, 2009, the Securities and Exchange Commission (“commission”) filed a settled enforcement action against the Company, one employee, and one former employee (“Others”) in connection with Apogee’s prior revenue recognition practices. Each of the defendants has agreed to settle this matter, without admitting or denying the allegations of the Commission’s complaint. Apogee and others agreed to the entry of a final judgment permanently enjoining them from variously violating or aiding and abetting violations of Sections of the Securities Act of 1933, and Sections of the Securities Exchange Act of 1934, and various Rules. The others also agreed to financial and other sanctions. Through January 1, 2010, we have incurred approximately $554,000 toward this indemnification. We did not incur any expense toward this indemnification for the three months ended September 30, 2009. For the nine months ended September 30, 2009, we have incurred approximately $1,600, compared to approximately $118,000 and $533,000 for the same periods in 2008. See Note 13 - Subsequent Events – Notification from the Securities and Exchange Commission.

As of March 31, 2009, Apogee’s Directors and Officers Liability Insurance was cancelled due to non-payment. Apogee may be required to pay any uninsured claims and related costs.

On October 28, 2009, the Company received a “Wells Notice” from the staff of the Securities and Exchange Commission – See Note 13 – Subsequent Events – SEC Administrative Proceeding.

11. Tax Loss Carryforwards

The following approximates the net loss carryforwards we have available in the future for federal and state tax purposes as of December 31, 2008 (audited):

	December 31,		December 31,
	2008		2007
Net operating loss carryforwards
Federal	$	19,000,000	$	15,000,000
State	$	12,000,000	$	9,200,000

Business credits available in the future:

	December 31,		December 31,
	2008		2007
Business credits available in the future
Federal	$	940,000	$	980,000
State	$	330,000	$	300,000

The Company does not record a net tax benefit asset due to the uncertainty of its realization.

The net operating loss carryforwards will begin to expire in 2018 for federal tax purposes and in 2009 for state tax purposes. The federal and state credits will begin to expire in 2017.

APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

September 30, 2009 and September 30, 2008

Significant changes in our ownership may substantially reduce the available carryforwards and related tax benefits.

12. Supplemental Cash Flow Information

As of September 30, 2009, we recorded cumulatively approximately $456,000 in interest expense of which approximately $7,700 was paid. We recorded interest expense of approximately $97,000 and $280,000 for the three and nine months ended September 30, 2009, respectively, compared to approximately $56,000 and $103,000 for the same periods in 2008.

13. Subsequent Events

Additional Financings

The following table details all financings subsequent to September 30, 2009:

	Amount				Risk			Total
Date of	of			Number	Free		Value	Value
Loan or Promissory	Loan or	Maturity		of	Interest		Per	of
Note and Warrant	Note	Date	Interest	Warrants	Rate	Volatility	Warrant	Warrants
David Spiegel
November 5, 2009*	$36,000	May 4, 2010	8.00%	3,600	1.44	131.4589%	$0.7681	$2,765.16
December 21, 2009	68,000	June 19, 2010	8.00%	6,800	1.42	133.8376%	$0.8029	5,459.72
January 25, 2010	4,665	July 24, 2010	8.00%	466	1.40	134.8047%	$0.7268	338.69
April 16, 2010	16,000	October 13, 2010	8.00%	1,600	1.56	136.4302%	$0.6800	1,088.00
June 4, 2010	14,000	December 1, 2010	8.00%	1,400	1.17	153.1282%	$0.3740	523.60
August 11, 2010	100,000	February 7, 2011	8.00%	10,000	0.81	157.1615%	$0.2115	2,115.00
	$238,665			23,866				$12,290.17

*This amount excludes funds received prior to September 30, 2009. Total received $103,000.

	Amount				Risk			Total
Date of	of			Number	Free		Value	Value
Loan or Promissory	Loan or	Maturity		of	Interest		Per	of
Note and Warrant	Note	Date	Interest	Warrants	Rate	Volatility	Warrant	Warrants
Herbert M. Stein
November 5, 2009*	$9,500	May 4, 2010	8.00%	950	1.44	131.4589%	$0.7681	$ 729.70
December 21, 2009	83,500	June 19, 2010	8.00%	8,350	1.42	133.8376%	$0.8029	6,704.22
January 25, 2010	79,000	July 24, 2010	8.00%	7,900	1.40	134.8047%	$0.7268	5,741.72
February 22, 2010	66,000	August 21, 2010	8.00%	6,600	1.48	134.4382%	$0.5011	3,307.26
April 16, 2010	86,500	October 13, 2010	8.00%	8,650	1.56	136.4302%	$0.6800	5,882.00
June 4, 2010	116,000	December 1, 2010	8.00%	11,600	1.17	153.1282%	$0.3740	4,338.40
August 11, 2010	45,700	February 7, 2011	8.00%	4,570	0.81	157.1615%	$0.2115	1,002.51
	$486,200			48,620				$27,705.81

*This amount excludes funds received prior to September 30, 2009. Total received $42,500.

	Amount				Risk			Total
Date of	of			Number	Free		Value	Value
Loan or Promissory	Loan or	Maturity		of	Interest		Per	of
Note and Warrant	Note	Date	Interest	Warrants	Rate	Volatility	Warrant	Warrants
Robert Schacter et al
July 9, 2010*	25,000

* It has not yet been determined whether these funds are to be considered a loan or equity.

APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

September 30, 2009 and September 30, 2008

	Amount				Risk				Total
Date of	of			Number	Free			Value	Value
Loan or Promissory	Loan or	Maturity		of	Interest			Per	of
Note and Warrant	Note	Date	Interest	Warrants	Rate		Volatility	Warrant	Warrants
Other
November 5, 2009	$60,000	May 4, 2010	8.00%	15,000	1.44	131.4589%		$0.7681	$11,521.50
December 21, 2009	2,563	June 19, 2010	8.00%	256	1.42		133.8376%	$0.8029	205.54
January 25, 2010	30,000	July 24, 2010	8.00%	7,500	1.40		134.8047%	$0.7268	5,451.00
June 4, 2010	20,000	December 1, 2010	12.00%	27,500	1.17		153.1282%	$0.3740	10,285.00
	$122,563			50,256					$27,193.04

All warrants have been issued.

All warrants have been issued at an exercise price of $1.00, had a three-year term and were issued as additional consideration for the promissory notes. Upon reaching maturity, interest on these loans is compounded monthly and increased by 4 percentage points. See below for details related to the conversion of accrued interest by two note holders in June 2010.

Sale of Common Stock

On May 24, 2010 and June 4, 2010 Apogee received $50,000 and $25,000, respectively, from TYJO Corporation Money Purchase Pension Plan for the purchase of 75,000 shares of Apogee common stock and warrants to purchase 37,500 shares of Apogee common stock. These warrants are exercisable immediately upon issuance, for a term of three years at an exercise price of $1.00 per share.

Interest Conversion

On June 26, 2010 the Company completed an offer to its Note holders whereby Note holders could convert all interest amounts accrued and unpaid as of April 15, 2010 into the Company’s Common Stock at a price of $1 per share. Two Note holders accepted this offer:

	Interest
Note Holder	Converted
Herbert M. Stein	$	204,098
Robert Schacter, et al		82,024
Total interest converted	$	286,122

This transaction resulted in a gain on extinguishment of debt of $32,810 as a result of the interest conversion by Mr. Schacter. This transaction was recorded as of June 30, 2010. The interest conversion by Mr. Stein was recorded as a capital transaction and recorded in Additional Paid-In capital.

Promissory Notes Conversion

Mr. Robert Schacter requested that the $545,000 in Promissory Notes outstanding at December 31, 2009 in the name of Robert Schacter (TYJO Corp. Money Purchase Pension Plan), and $20,000 each issued in the names of Mr. Robert Schacter, as Custodian for Tyler Schacter UTMA/CA and Mr. Robert Schacter, as Custodian for Joseph Schacter UTMA/CA be converted to shares of Apogee Common Stock. On June 4, 2010 the Board of Directors approved this transaction and authorized the issuance of 585,000 shares of Apogee Technology, Inc. Common Stock price of $1.00 per share. The closing price on June 4, 2010 was $0.50; accordingly, the Company recorded a $292,500 gain on extinguishment of this debt at June 30, 2010.

APOGEE TECHNOLOGY, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

September 30, 2009 and September 30, 2008

Additional Warrants

In consideration of his continued financial support, the Board of Directors, on June 4, 2010, approved the issuance of warrants to purchase 151,750 shares of Apogee common stock to Mr. Robert Schacter et al. The Company used the Black Scholes method to value these warrants. As a result of this transaction, the Company recorded a $56,754 expense during the second quarter ended June 30, 2010. These warrants are exercisable immediately upon issuance, for a term of three years at an exercise price of $1.00 per share.

Private Placement

Apogee has received $45,000 as part of an on-going Private Placement for 45,000 shares of Apogee common stock and warrants to purchase 22,500 shares of Apogee common stock. Proceeds as of July 28, 2010 were $41,850 net of $3,150 in expenses. These warrants are exercisable immediately upon issuance, for a term of three years at an exercise price of $1.00 per share.

Total Warrants issued through August 11, 2010 is 659,482 as detailed below:

	Number of Interest
Stock/Note Holder	Warrants Issued
Herbert M. Stein		118,510
David Spiegel		119,666
Robert Schacter et al		322,000
Others		99,306
Total Warrants issued through August 11, 2010		659,482

Notification from the Securities and Exchange Commission

SEC Administrative Proceedings

Due to its financial condition, the Company had been unable to fund payments to its auditors. Accordingly, the Company did not timely file its 2008 Annual Report on 10-K, as well as quarterly reports on Form 10-Q for the quarters ended March 31, 2009, June 30, 2009, and September 30, 2009. Additionally, it had not timely filed Form 8-K and related Form 4s.

In connection with the contemplated proceedings, the staff may seek a suspension or revocation of each class of the Company’s registered securities. Also, the staff may consider whether contempt proceedings in a federal district court are appropriate. The Company submitted a response to this letter as of November 16, 2009. Suspension or revocation may substantially impact the Company’s ability to obtain funding.

Subsequently, on December 18, 2009 we filed our 2008 Annual Report on Form 10-K and filed our 2009 Quarterly Reports on Form 10-Q for the periods ended June 30, 2009 and September 30, 2009 in January 2010.

As noted above, the Company, on December 18, 2009, filed its delinquent financial report on Form 10-K for the year ended December 31, 2008. This report contained a Disclaimer of Opinion by its Independent Accountants due to significant uncertainty as to the Company’s ability to be a going concern. On April 16, 2010 the SEC issued an Order for an Administrative Hearing based on a claim that the filing as well as Form 10-Q’s for the first three quarters of 2009, which had been filed on January 15, 2010, were materially deficient due to the Disclaimer of Opinion and thus the filings remained delinquent. The Disclaimer of Opinion was removed on a subsequent filing. The Company was also delinquent on its Form 10-K for the Year ended December 31, 2009. An Order of Suspension of trading in the Company’s securities was enacted at that time. The Company also did not file its Form 10-Q for the quarter ended March 31, 2010.

In June 2010 the SEC and the Company entered into a Settlement agreement without the above mentioned Hearing, under which the Company would file all its delinquent filings without a material deficiency by a mutually agreed date. Failure to do so would activate an Order to revoke the ability for the Company’s securities to trade on an exchange.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The following Management’s Discussion and Analysis of the Company’s Financial Condition and Results of Operations for the three and nine-month periods ended September 30, 2009 and September 30, 2008, should be read in conjunction with the Company’s Financial Statements and related footnotes included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains, in addition to historical statements, forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include the factors discussed in the section titled ITEM 1A – RISK FACTORS, as well as other factors described in our Annual Report on Form 10-K for the year ended December 31, 2008.

OVERVIEW

We are developing proprietary intradermal drug delivery systems for vaccines and other pharmaceuticals that we intend to market to pharmaceutical and medical device companies, government and world health organizations. Our Life Science Group is developing PyraDerm™, an advanced intradermal drug delivery system to meet the needs of patients, health insurers and companies developing pharmaceuticals, as well as, governments and international health organizations. We believe that PyraDerm has advantages over competitive approaches for the delivery of vaccines, high potency therapeutic protein drugs and other pharmaceuticals. We have evaluated the feasibility of PyraDerm by performing in vitro tests with model drugs and conducted successful in vivo testing of PyraDerm in the intradermal immunization experiments. We are working to establish pharmaceutical industry compliant manufacturing methods and to define regulatory strategies to support its commercialization.

Our sole focus remains on developing and growing the Life Science Group, subject to our ability to secure additional financing to support our operations and repay our existing indebtness. We expect that future revenue, if any, will initially be the result of potential licensing and development revenues resulting from the grant of rights to our intellectual property.

During the three and nine months ended September 30, 2008, virtually all of our revenue was derived from the sale of the remaining DDX audio IC inventory and of royalty revenue. In April 2008, SigmaTel, Inc. agreed to pay Apogee a percentage of the royalties it received from STMicroelectronics NV (“ST”) in exchange for supporting their royalty negotiations with ST. As a result of this agreement, Apogee received approximately $38,000 and $63,000 for the three and nine months ended September 30, 2008. With the acquisition of SigmaTel by Freescale, Inc. in April 2008, there can be no assurance of future payments under this arrangement.

At September 30, 2009, we had an accumulated deficit of approximately $24.6 million, as compared to a deficit of approximately $22.9 million as of December 31, 2008. Since re-entering development stage on October 1, 2009, we have an accumulated deficit of approximately $2.7 million, as compared to a deficit of approximately $989,000 as of December 31, 2008. Our historical net losses and accumulated deficit (since 1995) result primarily from the costs associated with our efforts to design, develop and market our DDX technology as well as costs associated with our efforts to develop PyraDerm™.

Through September 30, 2009, we have received approximately $2.8 million in loans. Since September 30, 2009, we have received approximately $1.0 million in funding, which has been inadequate to meet the current needs of the Company resulting in non-payment of loan principal and interest, vendors, payroll, payroll withholding, and payroll taxes for the third and fourth quarters of 2009. The proceeds from these loans were used to pay unpaid payroll and payroll taxes up through and including payroll for the period ended December 15, 2009 and to pay payroll and related costs to date. These amounts exclude payroll and payroll taxes for Mr. Herbert M. Stein, who has not drawn cash compensation from Apogee since June 30, 2009. See Note 13 to the consolidated financial statements - Subsequent Events – Additional Financings.

As of September 30, 2009, we had 8 employees, compared to 13 employees at September 30, 2008. Effective as of June 9, 2008 through October 31, 2009, 5 of the remaining employees transitioned to part-time status in an effort to reduce human resource costs. As of November 1, 2009 the majority of employees have returned to full time.

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected financial data for the three- and nine-month periods ended September 30, 2009 and 2008 have been derived from our unaudited financial statements. Any trends reflected by the following table may not be indicative of future results.

	For the Three-Month Period Ended September 30,						For the Nine-Month Period Ended September 30,
	2009			2008			2009			2008

Statement of Operations Data:
Revenue	$	—		$	37,893		$	—		$	85,450
Costs and expenses		(415,486	)		(753,954	)		(1,453,594	)		(3,022,238	)
Other Income (expenses)		(96,032	)		(55,054	)		(277,967	)		(94,350	)
Net Loss	$	(511,518	)	$	(771,115	)	$	(1,731,561	)	$	(3,031,138	)

Shares Outstanding		12,132,332			12,132,332			12,132,332			12,070,704

Total Assets	$	196,220		$	518,896		$	196,220		$	518,896
Stockholders’ deficiency	$	(5,578,758	)	$	(3,023,556	)	$	(5,578,758	)	$	(3,023,556	)
Loss per share (basic and fully diluted)	$	(0.04	)	$	(0.06	)	$	(0.14.	)	$	(0.25	)

	Cumulative from Re-entering Development Stage on October 1, 2008 through September 30, 2009

Statement of Operations Data:
Revenue	$	—
Costs and expenses		(2,371,275	)
Other Income (expenses)		(349,661
Net Loss	$	(2,720,936	)

Shares Outstanding		12,132,332

Total Assets	$	196,220
Stockholders’ deficiency	$	(2,720,936	)
Loss per share (basic and fully diluted)	$	(0.22	)

RESULTS OF OPERATIONS OF THE COMPANY

Revenue

We have historically derived our revenue from three sources:

● Product sales, which formerly consisted of merchandise sales made either directly to original equipment manufacturers or sell through point of sale (“POS”) by distributors. All remaining merchandise was sold in January 2008. All such shipments were fulfilled from our contracted warehouse in Hong Kong or from our Norwood, Massachusetts office and were reported net of returns.

● Royalties received as a result of an agreement between Apogee and SigmaTel, Inc. whereby SigmaTel, Inc. agreed to pay Apogee a percentage of the royalties it received from STMicroelectronics NV (“ST”) in exchange for supporting their royalty negotiations with ST, as well as revenue from the sale of the remaining DDX inventory.

● Consulting income related to contractual services or development activities for third parties.

We anticipate that future revenue streams, if any, will come from our Life Science Group, generally in the form of strategic alliances or arrangements with development or marketing partners, as well as, from licensing and development-related revenues resulting from the grant of rights to our intellectual property. We envision the future of our medical devices as (i) licensing or selling our technologies to pharmaceutical or medical device companies; (ii) establishing partnerships with pharmaceutical and medical device companies to commercialize our products; and (iii) developing, producing and marketing our own products. In order to develop and market any products, we will need to secure additional funding.

No revenue was recognized for the three and nine months ended September 30, 2009. We recognized revenue for the three and nine months ended September 30, 2008 of approximately $38,000 and $85,000, respectively. On January 15, 2008, we sold the remaining DDX inventory held in our Norwood office to one of our customers, and on January 24, 2008, we sold the remaining DDX inventory housed in Hong Kong to one of our former DDX distributors. Total proceeds received from the disposition of the DDX inventory were $17,000.

We anticipate that we will not generate any material future revenue until such time, if ever, that we are able to generate revenue from our PyraDerm™ technology.

In April 2008, SigmaTel, Inc. agreed to pay Apogee a percentage of the royalties it received from STMicroelectronics NV (“ST”) in exchange for supporting their royalty negotiations with ST. As a result of this agreement, Apogee received approximately $37,900 and $63,500 for the three and nine months ended September 30, 2008, respectively.

Cost of Revenue

Since substantially all of the revenue recorded was from products related to our former audio IC business, it had previously been fully reserved at 100%.. All of the revenue recorded for the three months ended September 30, 2008 was for royalties received as a result of the above-referenced arrangement with SigmaTel. Therefore, we did not record any cost of revenue for the three months ended September 30, 2008. For the nine months ended September 30, 2008, we recorded cost of revenue associated with the sale of sensor products of $696.

Operating Expenses

Research and Development Costs

Our research and development, or R&D, expenses consist primarily of salaries, development material costs, and external consulting and service costs related to the development and design of new products. Research and development expenses decreased by approximately $154,000, or 51%, to approximately $146,000 for the three months ended September 30, 2009, compared to approximately $300,000 for the three months ended September 30, 2008. During the nine months ended September 30, 2009, R&D expenses decreased by approximately $500,000, or 46%, to approximately $579,000, compared to approximately $1.079 million for the nine months ended September 30, 2008.

The decrease in the three and nine month comparisons was the result of a reduction in expenses for our Life Science Group as well as the discontinuation of activities related to both our sensor products and our Health Monitoring Group. During the three months ended September 30, 2009, the cost of utilization of third-party consultants decreased by approximately $40,000, or 91%, to approximately $4,000, compared to approximately $44,000 for the three months ended September 30, 2008. During the nine months ended September 30, 2009, the cost of utilization of third-party consultants decreased by $151,000, or 92%, to approximately $14,000, compared to approximately $165,000 for the nine months ended September 30, 2008. This decrease was the result of our discontinuing activities on both sensor products and our Health Monitoring Group as well as decreased utilization of third-party consultants related to our Life Science Group.

For the three and nine months ended September 30, 2009, human resource costs decreased by approximately $114,000, or 50%, and $259,000, or 36%, to approximately $113,000 and $463,000, respectively, compared to approximately $227,000 and $722,000 for the same periods in 2008. For the three and nine months ended September 30, 2009, approximately $5,000 and $16,000, respectively, compared to approximately $12,000 and $43,000 for the same periods in 2008, in human resource expense. Effective as of June 9, 2008, human resource expense was reduced by 20% for most R&D employees as a result of transitioning from full time to part time in order to reduce expenses. In addition to the transition to part-time status of some of our employees, we discontinued operations of our Health Monitoring Group effective as of March 31, 2009, thereby reducing our overall headcount by three employees. Expenses related to the Health Monitoring Group are insignificant.

For the nine months ended September 30, 2009, we recorded a patent impairment charge of approximately $17,000 to reflect the write-off of patent costs associated with the discontinuation of our Health Monitoring Group.

Depreciation and amortization expense increased by approximately $5,000, or 29%, to approximately $25,000 for the three months ended September 30, 2009, compared to approximately $20,000 for the three months ended September 30, 2008. This increase was the result of our amortizing approximately $10,000 of patent related costs for the three months ended September 30, 2009. For the nine months ended September 30, 2009, depreciation and amortization expense decrease by approximately $39,000, or 34%, to approximately $76,000, compared to approximately $115,000 for the nine months ended September 30, 2008. This decrease was partially offset by the amortization of approximately $29,000 of patent related expenses for the nine months ended September 30, 2009. We had been capitalizing license fees paid to third parties for costs associated with the exclusive rights to their patents. We were amortizing these fees over a period of four years. During the quarter ended June 30, 2008, we elected to terminate our 2006 license agreement with the University of Akron Research Foundation, as we had developed technology in-house and licensed a more compatible technology. As a result, we expensed the remaining $22,000 of unamortized license fees under this license agreement. In addition, during the quarter ended June 30, 2008, we expensed an additional $30,000, which represented the minimum royalty due under this terminated license agreement.

While we continue to conduct in-house experimentation and testing, purchases of supplies and consumables for the medical laboratory were reduced by approximately $3,500, or 82%, and $40,000, or 95%, to approximately $800 and $2,300 for the three and nine months ended September 30, 2009, compared to approximately $4,300 and $42,300 for the three and nine months ended September 30, 2008.

For the three and nine months ended September 30, 2009, travel and entertainment expenses decreased by approximately $1,500, or 61% and $24,800, or 99%, to approximately $1,000 and $200 for the three and nine months ended September 30, 2009, respectively, compared to approximately $2,500 and $25,000 for the same periods in 2008.

If we are able to secure additional financing, we anticipate that we will continue to commit resources to research and development activities as our financial position allows, and as a result, R&D costs are expected to increase substantially in the future.

Selling, General and Administrative Costs

General and Administrative costs consist primarily of executive and administrative salaries, professional fees and other associated corporate expenses. Selling, General and Administrative, or SG&A, expenses were approximately $270,000 and $874,000 for the three and nine months ended September 30, 2009, respectively, compared to approximately $454,000 and $1.943 million, for the same periods in 2008. The decrease of approximately $184,000, or 41%, and $1.068 million, or 55%, respectively, was primarily attributed to a reduction in professional fees, human resources costs, and an overall reduction in operating expenses. Legal fees were reduced with the settlement of the SEC investigation. We are, however, continuing to incur legal expenses in connection with the indemnification of our President, Chief Executive Officer and Chairman of the Board of Directors (as described below).

Human resources costs increased by approximately $9,700, or 7% for the three months ended September 30, 2009 to approximately $151,400, compared to approximately $141,700 for the three months ended September 30, 2008. This increase was the result of an increase in the stock-compensation expense. For the nine months ended September 30, 2009 human resource costs decreased by approximately $73,000, or 14%, to approximately $465,000, compared to approximately $538,000 for the nine months ended September 30, 2008. This decrease in the nine months ended September 30, 2009 was the result of a 20% reduction in SG&A employee salaries effective as of June 9, 2008, partially offset by an increase in stock-based compensation expenses. For the three and nine months ended September 30, 2009, stock compensation expense increased by approximately $12,400 and $44,600, respectively, to approximately $14,200 and $48,300 for the three and nine months ended September 30, 2009, compared to approximately $1,800 and $3,700 for the three and nine months ended September 30, 2008.

Professional expenses decreased by approximately $191,000, or 78%, and $928,000, or 80%, respectively, to approximately $53,000 and $239,000 for the three and nine months ended September 30, 2009, respectively, compared to approximately $244,000 and $1.167 million for the same periods in 2008. For the three and nine months ended September 30, 2009, legal expenses decreased by $185,000, or 92%, and $874,000, or 87%, to approximately $16,000 and $126,000, respectively, compared to approximately $201,000 and $1 million for the three and nine months ended September 30, 2008. Legal fees decreased primarily as a result of the settlement of the SEC investigation as well as a decrease in legal fees associated with the continued indemnification of our President, Chief Executive Officer and Chairman of the Board of Directors in connection with the Shamy matter.

An investigation by the SEC since settled on May 19, 2009, which the Company first became aware of in May 2005, was ongoing through early 2009. The subject matter of this investigation was the Company's prior revenue recognition practices that were addressed in the Company's restatement of its financial statements for the fiscal year ended December 31, 2004. As previously disclosed in our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, as amended, Apogee’s Audit Committee, with the assistance of independent counsel, conducted an investigation into Apogee’s historical accounting practices that resulted in the implementation of remedial actions. See our Annual Report on Form 10-KSB for the year ended December 31, 2004, as amended, for detail regarding the restatement. In July 2008, Apogee, it’s Chief Executive Officer and other employees received notifications from the Staff of the SEC relating to the Staff's 2005 investigation. These notifications, known as “Wells Notices,” stated that the Staff considered recommending that the Commission bring enforcement actions against the Company and certain employees, based on alleged violations of certain provisions of the federal securities laws, including Section 17(a) of the Securities Act of 1933, as amended, Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act, and Rules 12b-20, 13a-1 and 13a-13 thereunder. The Wells Notice sent to the Company indicated that in any action actually brought against the Company, the Staff would seek an injunction against future violations of the federal securities laws as relief.

On May 19, 2009, the Securities and Exchange Commission (“commission”) settled this enforcement action. See Note 13 to the consolidated financial statements – Subsequent Events – Notification from the Securities and Exchange Commission. In light of the settlement we do not anticipate any additional significant legal fees associated with this matter.

We have agreed to indemnify certain employees, directors and a former employee in connection with the SEC investigation. As of September 30, 2009, we have incurred approximately $554,000 to date in legal expenses to indemnify these individuals in association with this matter. We did not incur any legal expenses associated with this indemnification for the three months ended September 30, 2009, compared to approximately $118,000 for the three months ended September 30, 2008. During the nine months ended September 30, 2009, we incurred expenses associated with this indemnification of approximately $1,600, compared to approximately $533,000 for the nine months ended September 30, 2008.

In addition, we incurred legal fees associated with the indemnification costs in connection with the civil action styled Joseph Shamy vs. Herbert M. Stein Case No.: 50 2005 CA 007719 XXXXMB. In this action instituted in the 15th Judicial Circuit in and for Palm Beach County, Florida (the "Court), Joseph Shamy sued Herbert M. Stein, President, Chief Executive Officer and Chairman of the Board of Apogee in connection with Shamy’s purchase of Apogee shares in 2003 and 2004. In February 2009, in connection with a settlement, the Court entered a Final Judgment against Mr. Stein. In early January 2010, a filing was made with the Court to memorialize the Total and Complete Satisfaction of Judgment, which states that all sums due under the civil action were fully paid and that the Final Judgment was satisfied and canceled. Further, the Clerk of the Court was directed to note satisfaction of the Final Judgment and cancellation of all judgments of record in this action. Apogee was not a party to the aforementioned settlement or the satisfaction of the Final Judgment. Through January 1, 2010, we have incurred approximately $887,000 toward this indemnification. For the three and nine months ended September 30, 2009, we have incurred approximately $10,000 and $82,000, respectively, toward this indemnification, compared to approximately $14,000 and $89,000 for the same periods in 2008. See Note 10 to the consolidated financial statements - Legal and Related Indemnification Arrangements with our Executives.

On October 28, 2009, the Company received a “Wells Notice” from the staff of the Commission related to Apogee’s failure to timely file its reports under the Exchange Act in 2009 – See Note 13 – Subsequent Events – SEC Administrative Proceeding.

We were not receiving reimbursement under our Director and Officer insurance policy for either the indemnification of Mr. Stein or the ongoing investigation by the SEC. As of March 31, 2009, Apogee’s Directors and Officers Liability Insurance was cancelled due to non-payment.

Investor relations expense decreased by approximately $3,400, or 43%, and $50,400, or 79%, to approximately $4,500 and $13,500, respectively, for the three and nine months ended September 30, 2009, compared to approximately $7,900 and $63,900, respectively, for the three and nine months ended September 30, 2008. As part of our cost reduction, we have been forced to limit our investor relations activities. If additional funding is secured, we will be in a position to resume focusing on increasing awareness of our scientific and corporate developments.

Travel and Entertainment costs decreased by approximately $400, or 85%, and $30,200, or 98%, for the three and nine months ended September 30, 2009. For the three months ended September 30, 2009, we did not incur any travel related expenses, compared to approximately $400 for the three months ended September 30, 2008. For the nine months ended September 30, 2009 we incurred approximately $600 in travel related expenses, compared to approximately $30,800 for the nine months ended September 30, 2008. Corporate insurance decreased by approximately $14,300, or 78%, and $23,900, or 46%, to approximately $4,200 and $28,700, respectively for the three and nine months ended September 30, 2009, compared to approximately $18,500 and $52,600 for the same periods in 2008. This decrease was the result of the Directors and Officers Liability Insurance being cancelled effective as of March 31, 2009 due to non-payment. In addition, we had reductions to various other overhead expenses, including: communication, marketing and maintenance. Operating expenses are expected to increase when our financial position allows.

Interest Income (Expense)

Interest income includes income from Apogee’s cash and cash equivalents and from investments and expenses related to its financing activities. During the three and nine months ended September 30, 2009, we did not generate interest income. During the three and nine months ended September 30, 2008, we generated interest income of approximately $58 and $842, respectively. This decrease in interest income was due to reduced cash balances.

Interest expense resulting from the issuance of promissory notes to Mr. Herbert M. Stein, Mr. David Spiegel, Mr. Robert Schacter et al and others was approximately $97,000 and $280,000 for the three and nine months ended September 30, 2009, compared to approximately $56,000 and $103,000 for the three and nine months ended September 30, 2008, respectively. See below for a detail of these expenses.

	Interest Incurred
Name on	3 Months ended September 30,				9 Months ended September 30,
Promissory Note	2009		2008		2009		2008

David Spiegel	$	37,489	$	26,995	$	101,483	$	48,879
Herbert Stein		29,857		26,134		83,936		51,189
Robert Schacter et al		23,765		1,860		80,160		1,860
Others		5,420		624		13,994		624
	$	96,531	$	55,613	$	279,573	$	102,552

Net Loss

Apogee’s net loss for the three months ended September 30, 2009 was approximately $512,000, or $0.04 per basic and diluted common share, compared to a net loss of approximately $771,000, or $0.06 per basic and diluted common share, for the three months ended September 30, 2008. For the nine months ended September 30, 2009, we reported a loss of approximately $1.7 million, or $0.14 per basic and diluted common share, compared to a net loss of approximately $3.0 million, or $0.25 per basic and diluted common share, for the nine months ended September 30, 2008. This decrease in our net loss was the result of a decrease in legal fees and a reduction in human resource expenses as well as an overall decrease in operating expenditures due to our current cash restraints.

LIQUIDITY AND CAPITAL RESOURCES

The tables below summarize our outstanding unsecured interest-bearing promissory notes and common stock purchases (including amounts subsequent to September 30,2009) totaling approximately $3.8 million:

			Herbert M. Stein

Date of			Maturity	Initial	Current
Promissory Note		Amount	Date	Interest Rate	Interest Rate

December 11, 2007	$	250,000	March 10, 2008	8.00%	12.00%
February 21, 2008		100,000	August 19, 2008	8.00%	12.00%
March 20, 2008		50,000	September 16, 2008	8.00%	12.00%
April 1, 2008		50,000	September 28, 2008	8.00%	12.00%
May 15, 2008		50,000	November 11, 2008	8.00%	12.00%
June 16, 2008		35,000	December 13, 2008	8.00%	12.00%
June 18, 2008		40,000	December 15, 2008	8.00%	12.00%
July 15, 2008		30,000	January 11, 2009	8.00%	12.00%
July 28, 2008		50,000	January 24, 2009	8.00%	12.00%
August 12, 2008		35,000	February 8, 2009	8.00%	12.00%
August 27, 2008		35,000	February 23, 3009	8.00%	12.00%
September 5, 2008		35,000	March 4, 2009	8.00%	12.00%
October 27, 2008		25,000	April 25, 2009	8.00%	12.00%
February 2, 2009		30,000	August 1, 2009	8.00%	12.00%
February 17, 2009		10,000	August 16 2009	8.00%	12.00%
March 19, 2009		25,900	September 15, 2009	8.00%	12.00%
April 13, 2009		33,000	October 10, 2009	8.00%	12.00%
May 18, 2009		12,000	November 14, 2009	8.00%	12.00%
July 1, 2009		20,000	December 28, 2009	8.00%	12.00%
November 5, 2009		42,500	May 4, 2010	8.00%	12.00%
December 21, 2009		83,500	June 19, 2010	8.00%	12.00%
December 30, 2009		27,000	January 25, 2010	8.00%	12.00%
January 7, 2010		15,000	January 25, 2010	8.00%	12.00%
January 8, 2010		10,000	January 25, 2010	8.00%	12.00%
January 14, 2010		27,000	January 25, 2010	8.00%	12.00%
February 12, 2010		66,000	August 21, 2010	8.00%	8.00%
April 16, 2010		86,500	October 13, 2010	8.00%	8.00%
June 4, 2010		116,000	December 1, 2010	8.00%	8.00%
August 11, 2010		45,700	February 7, 2011	8.00%	8.00%
	$	1,435,100

			David Spiegel

Date of			Maturity	Initial	Current
Promissory Note		Amount	Date	Interest Rate	Interest Rate

December 11, 2007	$	150,000	March 10, 2008	8.00%	12.00%
February 21, 2008		100,000	August 19, 2008	8.00%	12.00%
March 20, 2008		100,000	September 16, 2008	8.00%	12.00%
April 1, 2008		50,000	September 28, 2008	8.00%	12.00%
May 15, 2008		50,000	November 11, 2008	8.00%	12.00%
June 16, 2008		65,000	December 13, 2008	8.00%	12.00%
June 18, 2008		50,000	December 15, 2008	8.00%	12.00%
July 15, 2008		50,000	January 11, 2009	8.00%	12.00%
July 28, 2008		50,000	January 24, 2009	8.00%	12.00%
August 12, 2008		35,000	February 8, 2009	8.00%	12.00%
August 27, 2008		35,000	February 23, 3009	8.00%	12.00%
September 5, 2008		35,000	March 4, 2009	8.00%	12.00%
October 27, 2008		35,000	April 25, 2009	8.00%	12.00%
January 6, 2009		80,000	July 5, 2009	8.00%	12.00%
March 19, 2009		64,000	September 15, 2009	8.00%	12.00%
May 19, 2009		35,000	November 15, 2009	8.00%	12.00%
June 10, 2009		25,000	December 7, 2009	8.00%	12.00%
July 1, 2009		32,000	December 28, 2009	8.00%	12.00%
November 5, 2009		103,000	May 4, 2010	8.00%	12.00%
December 21, 2009		68,000	June 19, 2010	8.00%	12.00%
January 25, 2010		4,665	July 24, 2010	8.00%	12.00%
April 16, 2010		16,000	October 13, 2010	8.00%	8.00%
June 4, 2010		14,000	December 1, 2010	8.00%	8.00%
August 11, 2010		100,000	February 7, 2011	8.00%	8.00%
	$	1,346,665

	Robert Schacter et al


Date of	Name on			Maturity	Initial	Current
Promissory Notes	Promissory Note		Amount	Date	Interest Rate	Interest Rate

September 5, 2008	TYJO Corporation Money Purchase Pension Plan	$	100,000	March 4, 2009	8.00%	12.00%
September 5 2008	Mr. Robert Schacter, as Custodian for Tyler Schacter UTMA/CA		20,000	March 4, 2009	8.00%	12.00%
September 5 2008	Mr. Robert Schacter, as Custodian for Joseph Schacter UTMA/CA		20,000	March 4, 2009	8.00%	12.00%
October 27, 2008	TYJO Corporation Money Purchase Pension Plan		100,000	April 25, 2009	8.00%	12.00%
January 8, 2009	TYJO Corporation Money Purchase Pension Plan		100,000	July 7, 2009	8.00%	12.00%
February 2, 2009	TYJO Corporation Money Purchase Pension Plan		50,000	August 1, 2009	8.00%	12.00%
February 17, 2009	TYJO Corporation Money Purchase Pension Plan		50,000	August 16 ,2009	8.00%	12.00%
March 19, 2009	TYJO Corporation Money Purchase Pension Plan		50,000	September 15, 2009	8.00%	12.00%
April 13, 2009	TYJO Corporation Money Purchase Pension Plan		20,000	October 10, 2009	8.00%	12.00%
June 10, 2009	TYJO Corporation Money Purchase Pension Plan		25,000	December 7, 2009	8.00%	12.00%
November 5, 2009	TYJO Corporation Money Purchase Pension Plan		50,000	May 10, 2010	8.00%	12.00%
May 24, 2010*	TYJO Corporation Money Purchase Pension Plan		50,000
June 4, 2010*	TYJO Corporation Money Purchase Pension Plan		25,000
July 9, 2010**	TYJO Corporation Money Purchase Pension Plan		25,000
		$	685,000

* Funds received were for purchase of Apogee Technology, Inc. common stock at a price of $1.00 per share.

** It has not yet been determined whether these funds are to be considered a loan or equity.

On June 4, 2010 $545,000 in Promissory Notes outstanding at December 31, 2009 in the name of Robert Schacter (TYJO Corp. Money Purchase Pension Plan), and $20,000 each issued in the names of Mr. Robert Schacter, as Custodian for Tyler Schacter UTMA/CA and Mr. Robert Schacter, as Custodian for Joseph Schacter UTMA/CA were converted into 585,000 shares of Apogee Common Stock at $1.00 per share. See Note 13 – Subsequent Events – Promissory Notes Conversion.

			Others


Date of			Maturity	Initial	Current
Promissory Note		Amount	Date	Interest Rate	Interest Rate

July 28, 2008	$	20,000	January 24, 2009	8.00%	12.00%
October 27, 2008		6,000	April 25, 2009	8.00%	12.00%
January 6, 2009		500	July 6, 2009	8.00%	12.00%
February 3, 2009		35,000	August 16, 2009	8.00%	12.00%
February 17, 2009		2,000	August 16, 2009	8.00%	12.00%
March 19, 2009		500	September 15, 2009	8.00%	12.00%
April 13, 2009		500	October 10, 2009	8.00%	12.00%
April 13, 2009		31,000	October 10, 2009	8.00%	12.00%
April 13, 2009		30,000	October 10, 2009	12.00%	16.00%
May 18, 2009		32,000	November 14, 2009	8.00%	12.00%
May 19, 2009		500	November 15, 2009	8.00%	12.00%
November 5, 2009		70,000	May 4, 2010	8.00%	12.00%
December 21, 2009		2,563	June 19, 2010	8.00%	12.00%
January 25 2010		30,000	July 24, 2010	8.00%	12.00%
April 16, 2010		20,000	October 13, 2010	12.00%	12.00%
July 13, 2010*		20,000
July 16, 2010*		25,000
	$	325,563

* Funds received were for purchase of Apogee Technology, Inc. common stock at a price of $1.00 per share.

As of September 30, 2009, we had an overdraft of approximately $2,300 and a working capital deficit of approximately $5.8 million. This compares to an overdraft of approximately $49,000 as of December 31, 2008 and a working capital deficit of approximately $4.2 million. During the three and nine months ended September 30, 2009, we received proceeds from loans and unsecured interest-bearing promissory notes totaling $135,000 and $871,900, respectively, compared to approximately $470,000 and $1.290 million for the same periods in 2008, detailed as follows:

	Combined Loan Amounts
Name on	3 Months ended September 30,				9 Months ended September 30,
Promissory Note	2009		2008		2009		2008

David Spiegel	$	67,000	$	155,000	$	223,000	$	620,000
Herbert Stein		33,000		155,000		163,900		510,000
Robert Schacter et al		25,000		140,000		345,000		140,000
Leo Spiegel		10,000		—		45,000		—
Others		—		20,000		95,000		20,000
	$	135,000	$	470,000	$	871,900	$	1,290,000

These promissory notes are payable upon demand and were not subject to any premium or penalty for prepayment. The loan interest rate is 8% per annum, payable monthly in arrears on the outstanding balance. An additional 4% interest is charged on any notes exceeding maturity. In addition, post maturity notes are compounded monthly.

On April 9, 2008, Apogee sold 164,000 shares of our common stock to accredited investors at a price of $1.00 per share. The aggregate net proceeds to Apogee, after fees and expenses, were $152,519, which we will use for general working capital and corporate purposes. The shares of Apogee’s common stock were issued and sold in a private placement in reliance on an exemption from registration provided by Section 4(2) of Securities Act of 133, as amended, and Rule 506 of Regulation D promulgated thereunder. The shares of the common stock issued in this private placement have not been registered under the Securities Act of 1933 and may not be subsequently offered or sold by the investors in the United States absent registration or an applicable exemption from the registration requirements.

Net cash used in operating activities for the nine-month period ended September 30, 2009 decreased to approximately $815,000 compared to approximately $1.7 million in the nine-month period ended September 30, 2008. As of March 31, 2008, we sold the remaining DDX inventory for a total of $17,000 and offset the remaining reserves for slow moving, excess and obsolete inventory. As of September 30, 2009, our accounts payable and accrued expenses were approximately $3.0 million, of which a majority is composed of professional fees. We are currently in arrears with loan and interest payments, a majority of our vendors, payroll, payroll withholding and payroll taxes. On December 11, 15, 16, and 18, 2009, Apogee received an additional $133,000 from Herbert M. Stein, and David Spiegel. The proceeds from these loans were used to pay unpaid payroll and payroll taxes up through and including payroll for the period ended December 15, 2009. These amounts exclude payroll and payroll taxes for Mr. Herbert M. Stein, who has not drawn cash compensation from Apogee since June 30, 2009. See Note 13 to the consolidated financial statements – Subsequent Events - Wages, Payroll Withholding and Payroll Taxes.

Net cash used in investing activities for the nine months ended September 30, 2009 was approximately $10,200, compared to approximately $91,000 for the nine months ended September 30, 2008. We continued to support the existing patent applications related to our Life Science Group.

Net cash provided by financing activities was approximately $825,000 for the nine months ended September 30, 2009. This compares $1.4 million for the nine months ended September 30 2008. During the nine-month period ended September 30, 2009, we received the proceeds from unsecured interest bearing promissory notes totaling $871,900 comprised of $223,000 from David Spiegel, a major shareholder, $163,900 from Herbert M. Stein, President, Chief Executive Officer and Chairman of the Board of Directors, $345,000 from Mr. Robert Schacter, $45,000 from Leo Spiegel, $63,000 from the Spiegel Family Limited Partnership, $30,000 from JAZFund LLC and $2,000 from others. These loans are payable upon demand and are not subject to any premium or penalty for prepayment. The loan interest rate is 8% per annum, payable monthly in arrears on the outstanding balance. An additional 4% interest will be charged on any notes exceeding maturity. In addition, post maturity notes are compounded monthly. See Footnote 7 of the consolidated financials statements - Promissory Notes, Loans and Warrants. We are currently in default on substantially all of the promissory notes. We must raise additional capital to continue operations.

Apogee is in the process of attempting to secure sufficient financing, to pay its indebtedness and to continue operations. We have been working to obtain financing from outside investors for more than 24 months, but have not yet been successful. As of January 1, 2010 approximately $2.7 million in promissory notes are in default. In the interim, short-term debt financing provided primarily by two of Apogee’s significant shareholders, including our President, Chief Executive Officer and Chairman of the Board of Directors as well as Mr. Robert Schacter, et al and others, is being utilized to keep product development moving forward. Due to the early stages of development of our products technology, we cannot estimate at this time the amounts of cash and length of time that will be required to bring our products under development to market. It is expected that such costs will be funded not only by external financing, but also through partnership activities. Additionally, cost cutting measures, including salary reduction for non-PyraDerm employees, discontinuation of sensor development, deferral of capital expenditures, and reduced general spending have been instituted until such time as financing is secured. We do not expect any significant changes in the number of employees until funding has been secured, if ever. If we are unable to generate or obtain financing, we will be required to further curtail our operations, including a reduction in the number of employees, or cease conducting business.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Apogee prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates, judgments and assumptions that we believe are reasonable based upon the information currently available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Any future changes to these estimates and assumptions could have a significant impact on the reported amounts of revenue, expenses, assets and liabilities in our financial statements. The significant accounting policies which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include the following:

Revenue Recognition

Revenue will be recognized when the following revenue recognition criteria are met: (1) persuasive evidence of an arrangement exists; (2) the product has been shipped and the customer takes ownership and assumes the risk of loss; (3) the selling price is fixed or determinable; and (4) collection of the resulting receivable is reasonably assured. We had no product sales since the first quarter ended March 31, 2008. The following policies applied to Apogee’s two major product sales categories for revenue recognition. Sales to end users, OEM: revenue is recognized under our standard terms and conditions of sale, title and risk of loss transfer to the customer at the time products are shipped from our warehouse or delivered to the customer’s representative/freight forwarder. We accrue the estimated cost of post-sale obligations including product warranty returns, based on historical experience. To date, we have experienced minimal warranty returns.

In addition, we record royalty revenue when earned in accordance with the underlying agreements. Consulting and licensing revenue is recognized as services are performed.

Accounts Receivable

Apogee performs credit evaluations of customers and determines credit limits based upon payment history, customers’ creditworthiness and other factors, as determined by our review of their current credit information. For a majority of our larger sales, we can require the issuance of a Letter of Credit. Smaller accounts must either pay via credit card or in advance of shipment. We continuously monitor collections and payments from our customers, and we maintain a provision for estimated credit losses based upon our historical experience and any specific customer collection issues that we have identified. While we have not had any significant credit losses to date, we cannot guarantee that we will continue to avoid credit losses in the future. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Since our accounts receivable are highly concentrated in a small number of customers, a significant change in the liquidity or financial position of any one of these customers could have a material adverse impact on our ability to collect our accounts receivable, our liquidity or our future results of operations.

Inventory

Inventories are stated at the lower of cost on a first-in, first-out basis or market. This policy requires Apogee to make estimates regarding the market value of our inventory, including an assessment of excess or obsolete inventory. On January 15, 2008, we sold the remaining DDX inventory held in our Norwood office to one of our customers, and on January 24, 2008, we also sold the remaining DDX inventory housed in Hong Kong to one of our former DDX distributors. Total proceeds received from the disposition of the DDX inventory were $17,000.

Valuation and Impairment of Long-Lived Assets

Property, plant and equipment, patents and trademarks are amortized over their estimated useful lives. Useful lives are based on management’s estimates over the period that such assets will generate revenue. In accordance with SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” long lived assets we hold and use are reviewed to determine whether any events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Future adverse changes in market conditions or poor operating results of underlying capital investments or certain assets could result in losses or an inability to recover the carrying value of such assets, thereby possibly requiring an impairment charge in the future. At March 31, 2009, we recorded a patent impairment charge of approximately $17,000 to reflect the write-off of patent costs associated with the discontinuation of our Health Monitoring Group. Additionally, we amortize the balance of our patent applications over five years, which resulted in a $29,200 charge for the nine months ended September 30, 2009.

Stock-Based Compensation

Apogee had a stock-based compensation plan, the 1997 Employee, Director and Consultant Stock Option Plan, also referred to as the 1997 Plan. The 1997 Plan expired as of May 14, 2007. At our Annual Meeting held on August 28, 2007, our stockholders approved the adoption of a new stock-based compensation plan, the 2007 Employee, Director and Consultant Stock Plan, also referred to as the 2007 Plan. Prior to fiscal 2006, we accounted for the stock-based compensation under the recognition and measurement provisions of Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees”, and related Interpretations, as permitted by Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards, “Accounting for Stock-Based Compensation” (SFAS 123(R)).

Effective January 1, 2006, we adopted the modified-prospective-transition method. Under this transition method, stock compensation costs recognized beginning January 1, 2006 include (a) compensation cost for all stock-based compensation payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS 123(R), and (b) compensation cost for all stock-based payments granted on or subsequent to January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS 123(R). Included in our net loss for the three and nine months ended September 30, 2009 were stock-based compensation charges of approximately $18,700 and $64,200, respectively. This compares to stock-based compensation charges of approximately $14,000 and $46,700 for the three and nine months ended September 30, 2008.

Legal Fees

We record legal costs (such as fees and expenses of outside legal counsel and other service providers) when incurred or when it is probable that a liability has been incurred on or before the balance sheet date and the amount can be reasonably estimated if invoices have not been received. Significantly lower legal fees were incurred during the three and nine months ended September 30, 2009, compared to the same periods in 2008 as a result of a decrease in legal fees in connection with the SEC investigation as well as decreased legal fees associated with the indemnification of our President, Chief Executive Officer and Chairman of the Board of Directors for the Shamy matter.

Contingencies

Apogee is involved in and/or indemnifies others in various legal proceedings. Management assesses the probability of loss for such contingencies and recognizes a liability when a loss is probable and estimable. See Note 10 to the consolidated financial statements - Legal and Related Indemnification Arrangements with our Executives and Others

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements nor do we have any special purpose entities.

ITEM 3 – QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Apogee’s financial instruments include: cash, cash equivalents, accounts receivable and accounts payable. At September 30, 2009, the carrying value of our cash, cash equivalents, accounts receivable, loans and notes payable, and accounts payable approximate fair values given the short maturity of these instruments.

We believe that our financial instruments do not carry a material foreign currency exchange rate risk since any international sales will be paid in U.S. dollars and material purchases from foreign suppliers are typically also denominated in U.S. dollars.

It is our policy not to enter into derivative financial instruments for speculative purposes.

ITEM 4T – CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has reviewed and evaluated the effectiveness of the design and operation of Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of such period, the disclosure controls and procedures were effective to ensure that the information required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

(b) Changes in Internal Controls. There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of such internal control that occurred during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

From time to time, we may be a party to various legal proceedings arising in the ordinary course of our business. If and when these proceedings arise, we are committed to vigorously defending ourselves in any such legal actions.

An investigation by the Security and Exchange Commission (“SEC”), which the Company first became aware of in May 2005, was ongoing in 2008. The subject matter of this investigation is the Company's prior revenue recognition practices that were addressed in the Company's restatement of its financial statements for the fiscal year ended December 31, 2004. As previously disclosed in our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, as amended, Apogee’s Audit Committee, with the assistance of independent counsel, conducted an investigation into Apogee’s historical accounting practices that resulted in the implementation of remedial actions. See our Annual Report on Form 10-KSB for the year ended December 31, 2004, as amended, for detail regarding the restatement.

In July 2008, Apogee, it’s Chief Executive Officer and other employees received notifications from the Staff of the SEC relating to the Staff's 2005 investigation. These notifications, known as “Wells Notices,” stated that the Staff is considering recommending that the Commission bring enforcement actions against the Company and certain employees, based on alleged violations of certain provisions of the federal securities laws, including Section 17(a) of the Securities Act of 1933, as amended, Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act, and Rules 12b-20, 13a-1 and 13a-13 thereunder. The Wells Notice sent to the Company indicated that in any action actually brought against the Company, the Staff would seek an injunction against future violations of the federal securities laws as relief.

On May 19, 2009, the SEC settled the enforcement action with the Company, one employee, and one former employee (“Others”). Each of the Defendants has agreed to settle this matter, without admitting or denying the allegations of the SEC’s complaint. Apogee and Others agreed to the entry of a final judgment permanently enjoining them from violating or aiding and abetting violations of Sections of the Securities Act of 1933, as amended, and Sections of the Securities Exchange Act of 1934, as amended, and various Rules thereunder. Others also agreed to financial and other sanctions.

In addition, we incurred legal fees associated with the indemnification costs in connection with the civil action styled Joseph Shamy vs. Herbert M. Stein Case No.: 50 2005 CA 007719 XXXXMB. In this action instituted in the 15th Judicial Circuit in and for Palm Beach County, Florida (the "Court), Joseph Shamy sued Herbert M. Stein, President, Chief Executive Officer and Chairman of the Board of Apogee in connection with Shamy’s purchase of Apogee shares in 2003 and 2004. In February 2009, in connection with a settlement, the Court entered a Final Judgment against Mr. Stein. In early January 2010, a filing was made with the Court to memorialize the Total and Complete Satisfaction of Judgment, which states that all sums due under the civil action were fully paid and that the Final Judgment was satisfied and canceled. Further, the Clerk of the Court was directed to note satisfaction of the Final Judgment and cancellation of all judgments of record in this action. Apogee was not a party to the aforementioned settlement or the satisfaction of the Final Judgment. See Note 9 to the consolidated financial statements beginning on page F-1 of this Annual Report on Form 10K.

Due to its financial condition, the Company had been unable to fund payments to its independent auditors as well as its financial printer. Accordingly, it did not timely file its 2008 Annual Report on Form 10-K, as well as quarterly reports on Form 10-Q for the quarters ended March 31, 2009, June 30, 2009, and September 30, 2009. Additionally, we did not file timely Current Reports on a Form 8-K and reports under Section 16 of the Securities Exchange Act of 1934, as amended. Subsequently, during the fourth quarter of 2009, we paid the outstanding balance to our auditors and filed our Annual Report on 10-K for the fiscal year ended December 31, 2008 on December 18, 2009.

On October 28, 2009, the Company received a “Wells Notice” from the Staff of the SEC, which stated the Staff’s intent to recommend that the SEC institute a public administrative proceeding against the Company, alleging that it violated Section 13(a) of the Securities Exchange Act of 1934, as amended for failing to file its 2008 Form 10-K and other periodic reports.

In connection with the contemplated proceedings, the Staff may seek a suspension or revocation of each class of the Company’s registered securities. Also, the Staff may consider whether contempt proceedings in a federal district court are appropriate. The Company submitted a response to this letter on November 16, 2009. Should suspension or revocation of registration of our stock occur, the Company’s ability to raise additional funding may be severely impacted. On December 18, 2009 we filed our 2008 Annual Report on Form 10-K and our 2009 Quarterly Reports on Form 10-Q for the periods ended March 31, 2009, June 30, 2009 and September 30, 2009 in January 2010.

The SEC and the Company subsequently entered into a Settlement agreement without the above mentioned Hearing, under which the Company would file all its delinquent filings with out a material deficiency by a mutually agreed date. Failure to do so would activate an Order to revoke the ability for the Company’s securities to trade on an exchange.

ITEM 1A – RISK FACTORS

There are a number of important factors that could cause our actual results to differ materially from those indicated or implied by forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

Aside from those risks discussed below, there have been no material changes to the risk factors included in our Annual Report on Form-10K for the fiscal year ended December 31, 2008.

RISKS RELATED TO OUR BUSINESS

WE REQUIRE ADDITONAL CAPITAL TO CONTINUE OPERATIONS AND HAVE A HISTORY OF LOSSES AND EXPECT FUTURE LOSSES.

As of September 30, 2009, we had no cash, a stockholders’ deficiency of approximately $5.6 million, an accumulated deficit of approximately $24.6 million and a working capital deficit of approximately $5.8 million. We had a net loss of approximately $512,000 and $1.7 million for the three and nine months ended September 30, 2009, respectively, compared to a net loss of approximately $771,000 and $3.0 million for the same periods in 2008. In the fiscal year ended December 31, 2008, we recorded a net loss of approximately $4.0 million.

We have substantial debt and interest obligations and expect to incur additional debt to the extent available, to maintain our operations. As of January 15, 2010, we had approximately $3.2 million in promissory notes outstanding to a significant shareholder, our President, Chief Executive Officer and Chairman of the Board of Directors, an individual investor and others. These promissory notes are payable upon demand, not subject to any premium or penalty for prepayment, bear simple interest of 8% per annum until maturity. An additional 4% interest compounded monthly is charged on all post-maturity notes. We are currently in default on substantially all of the promissory notes.

We have large unpaid balances with professional. We are currently in arrears with loan and interest payments and a majority of our vendors.

As of March 31, 2009, Apogee’s Directors and Officers Liability Insurance was cancelled due to non-payment and the Company may be required to pay uninsured losses. See Note 10 - to the consolidated financial statements - Legal and Related Indemnification Arrangements with our Executives and Others.

On October 28, 2009, the Company received a “Wells Notice” from the staff of the Securities and Exchange Commission, which states the staff’s intent to recommend that the Commission institute a public administrative proceeding against the Company, alleging that it violated Section 13(a) of the Securities Exchange Act of 1934 due to failure to timely file periodic reports in 2009. In connection with the contemplated proceedings, the staff may seek a suspension or revocation of each class of the Company’s registered securities. Also, the staff may consider whether contempt proceedings in a federal district court are appropriate. The Company submitted a response to this letter on November 16, 2009. Should suspension or revocation of registration of our stock occur, the Company’s ability to raise additional funding may be severely impacted.

Our requirements for additional capital and our ability to generate future revenue depend on a number of factors, many of which are described in the Risk Factors Section, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, including our ability to develop and generate revenues from the sales of our sensor and medical device products, which are at a very early stage of development. We cannot assure you when, if ever, we will generate meaningful revenues from the sales of these products under development.

IF OUR ATTEMPTS TO SECURE ADDITIONAL FINANCING ARE NOT SUCCESSFUL, WE WILL BE REQUIRED TO CEASE OR CURTAIL OUR OPERATIONS, OR OBTAIN FUNDS ON UNFAVORABLE TERMS. THESE FACTORS CREATE A SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

Our available resources are not sufficient to fund our operations, without additional sources of financing we would not be able to continue our business, and we expect to incur operating losses for the foreseeable future. Consequently, in order to maintain our operations, which we have already curtailed substantially, we will need to access additional equity or debt capital. Securing financing is proving even more difficult than anticipated in light of the current global economic crisis and the turmoil impacting global financial markets. These factors create a substantial doubt about our ability to continue as a going concern. In light of our negative stockholders’ equity, there can be no assurance that we will be able to obtain the necessary additional capital on a timely basis or on acceptable terms, if at all, to continue our operations and, to the extent available, to fund the development of our business. In any of such events, the continuation of our operations would be materially and adversely affected and we may have to cease conducting business.

As noted above, Apogee is in the process of attempting to secure sufficient financing to continue operations. We have been working to obtain financing from outside investors for more than 24 months, but have not yet been successful. In the interim, short-term debt financing provided by Apogee’s significant shareholders, including our President, Chief Executive Officer and Chairman of the Board of Directors, and two other employees are being used to continue our operations and, to the extent possible, continue product development efforts. Additionally, cost cutting measures, including salary reduction for non-PyraDerm employees, diminished pace of sensor development, deferral of capital expenditures, non-payment of professional and other services providers and reduced general spending have been instituted until such time as financing is secured, if ever. If we are unable to obtain financing, we will be required to further curtail our operations or cease conducting business. Given our current level of debt, we do not expect that our stockholders would receive any proceeds if we declare bankruptcy or seek to liquidate the Company. As of March 31, 2009, we closed down operations of the Health Monitoring Product Group. Costs associated with this cessation of operations as well as the termination of employees associated with this Group were not material.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document and the documents incorporated by reference herein contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Also, Apogee’s management may make forward-looking statements orally or in writing to investors, analysts, the media and others. Forward-looking statements express our expectations or predictions of future events or results. They are not guarantees and are subject to many risks and uncertainties. There are a number of factors that could cause actual events or results to be significantly different from those described in the forward-looking statements. Forward-looking statements might include statements regarding one or more of the following:

· anticipated financing activities;

· anticipated strategic alliances or arrangements with development or marketing partners;

· anticipated research and product development results;

· projected development and commercialization timelines;

· descriptions of plans or objectives of management for future operations, products or services;

· forecasts of future economic performance; and

· descriptions or assumptions underlying or relating to any of the above items.

Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts or events. They use words such as “anticipate”, “estimate”, “expect”, “project”, “intend”, “opportunity”, “plan”, “potential”, “believe” or words of similar meaning. They may also use words such as “will”, “would”, “should”, “could” or “may”.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such statements. We do not intend to update any of the forward-looking statements after the date of this report to conform such statements to actual results except as required by law. Given these uncertainties, you should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. You should carefully consider that information before you make an investment decision. You should review carefully the risks and uncertainties identified in this report and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the period ended September 30, 2009, our unregistered sales of equity securities were reported on Current Reports on Form 8-K.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

As of September 30, 2009, $2,353,900 was in default and accruing post-maturity interest. The promissory notes listed below now bear interest at 12%, the interest after maturity, are payable on demand, and are compounded monthly as a result of non-payment at maturity date.

	David Spiegel
		Amount
		Accruing Post
Date of	Maturity	Maturity Interest
Promissory Note	Date	Interest at 12%

December 12, 2007	March 10, 2008	$150,000
February 21, 2008	August 19, 2008	100,000
March 20, 2008	September 16, 2008	100,000
April 1, 2008	September 28, 2008	50,000
May 15, 2008	November 11, 2008	50,000
June 16, 2008	December 13, 2008	65,000
June 18, 2008	December 15, 2008	50,000
July 15, 2008	January 11, 2009	50,000
July 28, 2008	January 24, 2009	50,000
August 12, 2008	February 8, 2009	35,000
August 27, 2008	February 23, 2009	35,000
September 5, 2008	March 4, 2009	35,000
October 27,2008	April 25 ,2009	35,000
January 9, 2009	July 5, 2009	80,000
March 19, 2009	September 15, 2009	64,000
Total		$949,000

	Herbert M. Stein
		Amount
		Accruing Post
Date of	Maturity	Maturity Interest
Promissory Note	Date	Interest at 12%

December 12, 2007	March 10, 2008	$250,000
February 21, 2008	August 19, 2008	100,000
March 20, 2008	September 16, 2008	50,000
April 1, 2008	September 28, 2008	50,000
May 15, 2008	November 11, 2008	50,000
June 16, 2008	December 13, 2008	35,000
June 18, 2008	December 15, 2008	40,000
July 15, 2008	January 11, 2009	30,000
July 28, 2008	January 24, 2009	50,000
August 12, 2008	February 8, 2009	35,000
August 27, 2008	February 23, 2009	35,000
September 5, 2008	March 4, 2009	35,000
October 27, 2008	April 25, 2009	25,000
February 2, 2009	August 1, 2009	30,000
February 17, 2009	August 16, 2009	10,000
March 19, 2009	September 15, 2009	25,900
Total		$850,900

Robert Schacter et al
		Amount
		Accruing Post
Date of	Maturity	Maturity Interest
Promissory Note	Date	Interest at 12%

September 5, 2008	March 4, 2009	$140,000
October 27, 2008	April 25, 2009	100,000
January 8, 2009	July 7, 2009	100,000
February 2, 2009	August 1, 2009	50,000
February 17, 2009	August 16, 2009	50,000
March 19, 2009	September 15, 2009	50,000
		$490,000

Others
		Amount
		Accruing Post
Date of	Maturity	Maturity Interest
Promissory Note	Date	Interest at 12%

July 28, 2008	January 24, 2009	$20,000
October 27, 2008	April 25, 2009	6,000
January 6, 2009	July 5, 2009	500
February 17, 2009	August 16, 2009	37,000
March 19, 2009	September 15, 2009	500
		$64,000

ITEM 4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5 – OTHER INFORMATION

None.

ITEM 6 – EXHIBITS

Exhibit
Number		Description
10.1+		Promissory Note dated as of July 1, 2009 and between Apogee Technology, Inc. and Herbert M. Stein. (Previously filed on a Current Report on Form 8-K, July 2, 2009.)
10.2+		Promissory Note dated as of July 1, 2009 by and between Apogee Technology, Inc. and David Spiegel. (Previously filed on a Current Report on Form 8-K, July 2, 2009.)
10.3+		Form of Warrant. (Previously filed on a Current Report on Form 8-K, July 2, 2009.)
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.
32		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer and Chief Financial Officer.

+ Previously filed as indicated.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, as amended, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	APOGEE TECHNOLOGY, INC.

Date: August 13, 2010	By:	/s/	Herbert M. Stein
	Name: Herbert M. Stein
	Title: Chairman of the Board,
	President, Chief Executive Officer
	(principal executive officer)


	APOGEE TECHNOLOGY, INC.

Date: August 13, 2010	By:	/s/	Paul J. Murphy
	Name: Paul J. Murphy
	Title: Chief Financial Officer and Vice President of Finance
	(principal financial officer and principal accounting officer)