SEC Form 3
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*
SANDS BROTHERS VENTURE CAPITAL II LLLC

(Last) (First) (Middle)
90 PARK AVENUE
31ST FLOOR

(Street)
NEW YORK NY 10016

(City) (State) (Zip)
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 ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Member 13d group owning +10%
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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)
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 12/31/2007 12/31/2007 Common Stock 306,785,714(1) $0.0028(2) I See Footnote(3)
Explanation of Responses:
1. Assumes the $859,000 principal balance of the Note is converted at a Conversion Price of $0.0028. The number of shares of Common Stock the Note is convertible into is determined by dividing (x) that portion of the outstanding principal balance under the Note being converted as of the date of conversion by (y) the then applicable Conversion Price. The Secured Convertible Promissory Note is only convertible if all principal and accrued interest is not paid at the maturity date.
2. Subject to adjustment under certain specified circumstances.
3. The Note is owned by Critical Capital Growth Fund, L.P. ("Critical Capital"), Sands Brothers Venture Capital LLC ("SB I"), Sands Brothers Venture Capital II LLC ("SB II"), Sands Brothers Venture Capital III LLC ("SB III"), Sands Brothers Venture Capital IV LLC ("SB IV"). See "Remarks."
Remarks:
Remarks: This form is being filed by: Mr. Charles L. Robinson, Critical Capital, Mr. Scott Baily, SB I, SBs II, SB III and SB IV (collectively, the "Reporting Persons"). Mr. Charles L. Robinson is president of Critical Capital Corporation, the managing general partner of CCGF. Mr. Scott Baily is Chief Operating Officer of each of SB I, SBs II, SB III and SB IV, each a New York limited liability company. Because of his management position with Critical Capital Corporation, Mr. Charles L. Robinson may be deemed to be the indirect beneficial owner of the shares of the Issuer's common stock reported herein that are proportionately owned by CCGF. Because of his management position with SB I, SBs II, SB III and SB IV, Mr. Scott Baily may be deemed to be the indirect beneficial owner of the shares of the Issuer's common stock reported herein that are proportionately owned by SB I, SBs II, SB III and SB IV, respectively. Messrs. Charles L. Robinson and Scott Baily each disclaim beneficial ownership of such shares proportionately and respectively held by the Reporting Persons, except to the extent of Messrs. Robinson's and Baily's pecuniary respective interests therein, if any.
/s/ Sands Brothers Venture Capital II LLC 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).
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