FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/19/2007 |
3. Issuer Name and Ticker or Trading Symbol
KRONOS ADVANCED TECHNOLOGIES INC [ KNOS.OB ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Secured Convertible Promissory Note | (1) | 06/19/2010 | Common Stock | 885,714,285(2) | $0.0028(3) | I | See Footnote(4) |
Explanation of Responses: |
1. Immediately. |
2. Assumes the current principal balance of $2.48 million of the Secured Convertible Promissory Note is converted at a Conversion Price of $0.0028. The number of shares of Common Stock the Secured Convertible Promissory Note is convertible into is determined by dividing (x) that portion of the outstanding principal balance under the Secured Convertible Promissory Note being converted as of the date of conversion by (y) the then applicable Conversion Price. Excludes up to 2,978,571,428 additional shares of Common Stock which may become issuable if the Secured Convertible Promissory Note is funded in full. The holder has the right to advance an additional $8.34 million under the terms of the Secured Convertible Promissory Note. |
3. Subject to adjustment under certain specified circumstances. |
4. ) Compass Partners, L.L.C. is the general partner of AirWorks Funding LLLP, the direct holder of the Secured Convertible Promissory Note. Compass Partners, L.L.C. disclaims beneficial ownership of the Secured Convertible Promissory Note except to the extent of its pecuniary interest therein. |
Remarks: |
/s/ Reinaldo Pascual, Attorney-In Fact | 06/29/2007 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |