As filed with the Securities and Exchange Commission on March 24, 2008.

Registration No. 333-141853
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________   

 Post-Effective Amendment No. 1 to
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

______________

SMART ONLINE, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
7372
95-4439334
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)

2530 Meridian Parkway, 2nd Floor
Durham, North Carolina 27713
(919) 765-5000
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
 ______________
    
David E. Colburn
Smart Online, Inc.
2530 Meridian Parkway, 2nd Floor
Durham, NC 27713
(919) 765-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 ______________

Copy to:
 
Margaret N. Rosenfeld, Esq.
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
2500 Wachovia Capitol Center
Raleigh, North Carolina 27601
(919) 821-1220
 
Approximate date of commencement of proposed sale to the public: Not applicable.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: o
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
 
If this Form is a post-effective amendment pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
 
If the Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o
Accelerated filer o
   
Non-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company x
 

DEREGISTRATION OF SECURITIES


This Post-Effective Amendment No. 1 (the “Amendment”) relates to the Registration Statement on Form S-1 (File No. 333-141853), as amended (the “Registration Statement”), of Smart Online, Inc. (the “Registrant”), which registered 8,707,051 shares of the Registrant’s common stock, par value $0.001 per share, for resale by the selling security holders named therein. The offering contemplated by the Registration Statement has terminated by virtue of the termination of the Registrant’s contractual obligations to maintain the effectiveness of the Registration Statement. Pursuant to an undertaking contained in the Registration Statement, the Registrant is filing this Amendment to deregister all securities registered under the Registration Statement that remain unsold by the selling security holders named therein as of the date this Amendment is filed. As of March 19, 2008, to the best of the Registrant’s knowledge based on the information available to it, there were 7,525,023 shares remaining unsold under the Registration Statement.

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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Durham, State of North Carolina, on March 19, 2008.
 
 
 
 
 
SMART ONLINE, INC.
 
 
 
 
By:
/s/ David E. Colburn                                        
 March 19, 2008
David E. Colburn
President and Chief Executive Officer
 
 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
 
March 19, 2008
By:  /s/ David E. Colburn                                          
        David E. Colburn
        Principal Executive Officer and Director
 
 
 March 19, 2008
By:  /s/ Nicholas A. Sinigaglia                                 
        Nicholas A. Sinigaglia
        Principal Financial Officer and
        Principal Accounting Officer
 
 
March 19, 2008
By:  /s/ Thomas Furr                                                  
        Thomas Furr
        Chief Strategy Officer and Director
   
March 19, 2008
By: /s/ Doron Roethler                                              
        Doron Roethler
        Chairman of the Board
 
 
March __, 2008
By:                                                                                 
        Shlomo Elia
        Director
 
 
March 19, 2008
By:  /s/ C. James Meese, Jr.                                      
        C. James Meese, Jr.
        Director
   
March 19, 2008
By:  /s/ Philippe Pouponnot                                     
        Philippe Pouponnot
        Director

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