As
filed with the Securities and Exchange Commission on February 13,
2009.
Registration
No. 333-124167
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
_____________________
POST-EFFECTIVE
AMENDMENT NO. 3 TO
FORM
SB-2
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
KRONOS
ADVANCED TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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87-0440410
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(State
or other jurisdiction
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(IRS
Employer
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of
incorporation or organization)
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Identification
Number)
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6799
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(Primary
Standard Industrial
Classification
Code Number)
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464
Common Street, Suite 301
Belmont,
MA
(Address
of Principal Executive Offices)
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02478
(Zip
Code)
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Richard
F. Tusing
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A
cting President, acting
Chief Executive Officer,
acting
Principal Executive Officer, Chief Financial
Officer,
Principal Financial Officer, Chief Operating
Officer,
Treasurer, Secretary
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Copies
to:
Reinaldo
Pascual
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Kronos
Advanced Technologies, Inc.
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Paul,
Hastings, Janofsky & Walker LLP
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464
Common Street, Suite 301
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600
Peachtree St., Suite 2400
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Belmont,
MA 02478
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Atlanta,
GA 30308
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(617)
993-9965
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(404)
815-2400
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(Name,
address, including zip code, and telephone
number,
including area code, of agent for service)
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Not
Applicable
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(Approximate
date of commencement of proposed sale to the
public)
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DEREGISTRATION
OF UNSOLD SECURITIES
Kronos Advanced Technologies, Inc. (the
“Company”), previously registered, pursuant to the Registration Statement on
Form SB-2, as amended (File No. 333-124167) (the “Registration Statement”),
164,848,371 shares of the Company’s common stock, par value $0.001 per share
(the “Common Stock”). This offering has been terminated because the
Company intends to deregister its Common Stock under the Securities Exchange Act
of 1934, as amended. Consequently, in accordance with an undertaking
made by the Company in the Registration Statement to remove from registration,
by means of a post-effective amendment, any of the securities that remain unsold
at the termination of the offering, the Company hereby removes from registration
the securities of the Company that are registered but unsold under the
Registration Statement.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all the requirements for filing on Form SB-2 and has
duly caused this Post-Effective Amendment No. 3 to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Belmont, State of Massachusetts on February 13, 2009.
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KRONOS
ADVANCED TECHNOLOGIES, INC.
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By:
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/s/ Richard F. Tusing
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Richard
F. Tusing
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A
cting President, acting
Chief Executive Officer, acting Principal Executive Officer, Chief
Financial Officer, Principal Financial Officer, Chief Operating Officer,
Treasurer, Secretary
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Pursuant to the requirements of the
Securities Act of 1933, this Post-Effective Amendment No. 3 to the Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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Signature
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Title
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Date
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/s/
Richard F. Tusing
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Acting
President, acting Chief
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Richard
F. Tusing
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Executive
Officer, acting Principal
Executive
Officer, Chief Financial
Officer,
Principal Financial Officer,
Chief
Operating Officer,
Treasurer,
Secretary
and Director
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February
13, 2009
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/s/ Richard E. Perlman
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Director
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February
13, 2009
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Richard
E. Perlman
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/s/ Barry M. Salzman
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Director
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February
13, 2009
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Barry
M. Salzman
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/s/ Jack Silver
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Director
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February
13, 2009
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Jack
Silver
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/s/ James K. Price
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Director
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February
13, 2009
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James
K. Price
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/s/ Marc Kloner
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Director
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February
13, 2009
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Marc
Kloner
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