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1.
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I
have reviewed this annual report on Form 10-K of APA Enterprises,
Inc.;
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2.
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Based
on my knowledge, this annual report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to
make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
annual report;
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3.
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Based
on my knowledge, the financial statements, and other financial information
included in this annual report, fairly represent in all material
respects
the financial condition, results of operations and cash flows of
the
registrant as of, and for, the periods presented in this annual
report;
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4.
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APA
Enterprises, Inc.’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a and 15(e)) for APA Enterprises,
Inc. and
we have:
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a)
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Designed
such disclosure controls and procedures to ensure that material
information relating to APA Enterprises, Inc., including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
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b)
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Evaluated
the effectiveness of our disclosure controls and procedures as
of a date
and presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our
evaluation.
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c)
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Disclosed
in this report any change in APA Enterprises, Inc.’s internal control
financial reporting that occurred during the most recent fiscal quarter
that has materially affected, or is reasonably likely to materially
affect, the Company’s control over financial
reporting.
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5.
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APA
Enterprises, Inc.’s other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to our auditors and the audit committee of our board of
directors:
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a)
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All
significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are
reasonably likely to adversely affect APA Enterprises, Inc.’s ability to
record, process, summarize and report financial information;
and
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b)
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal
controls over financial reporting.
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