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ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.

(a)           Apogee Technology, Inc. (the “Company”) announced that it was notified by a letter from the American Stock Exchange (the “AMEX”) on November 2, 2007 that the period associated with the Company’s plan to resolve certain deficiencies regarding its continued listing with AMEX had expired without the Company regaining compliance. As a result, the AMEX notified the Company of its intent to remove the Company’s common stock from the AMEX by filing a delisting application with the Securities and Exchange Commission (the “SEC”) pursuant to Section 1009(d) of the AMEX Company Guide (the “Company Guide”), and Rule 12d2-2 of the Securities Exchange Act of 1934, as amended.

Presently, the Company continues to be noncompliant with Sections 1003(a)(i), 1003(a)(ii), and 1003(a)(iii) of the Company Guide. All of which relate to the Company’s insufficient stockholder’s equity, as previously reported in the Company’s filings with the SEC. The Company is actively exploring alternatives to accomplish its funding goals and demonstrate to AMEX that it can regain and maintain compliance with the relevant continued listing standards in the Company Guide.

The Company intends to appeal the determination by the AMEX and will submit a written request for a hearing by November 9, 2007. In accordance with Sections 1203 and 1009(d) of the Company Guide, the Company will appeal the determination by the AMEX by requesting either an oral hearing or a hearing based on a written submission before a Listing Qualifications Panel. At the discretion of the AMEX, the Company’s common stock will continue to trade on the AMEX during the appeal period, which may be in excess of 30 days.

A press release regarding the announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.