SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. ___)(1)
SmartPros Ltd
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(Name of Issuer)
Common Stock, par value $0.0001
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(Title of Class of Securities)
83171G103
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(CUSIP Number)
Zohar Ben-Dov
2125 Hatchers Mill Road
Marshall, Virginia 20115
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
October 10, 2008
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. ?.
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
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1. The ramainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that Act but shall be
subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 83171G103 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON Zohar Ben-Dov
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) []
(b) []
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3 SEC USE ONLY
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4 SOURCE OF FUNDS Personal Funds
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) []
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6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
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NUMBER OF SHARES 7 SOLE VOTING POWER 483,498
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER 483,498
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
483,498
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.828%
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14 TYPE OF REPORTING PERSON Individual
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CUSPI NO. 83171G103 Page 3 of 8 Pages
Item 1. Security and Issuer
State the title of the class of equity securities to which this statement
relates and the name and address of the principal executive offices of the
issuer of such securities.
This statement relates to _the "Common Stock", of SmartPros Ltd. The
address of the principal executive office of the Issuer is 12 Skyline Drive,
Hawthorne, New York 10532.
Item 2. Identity and Background
If the person filing this statement or any person enumerated in Instruction
C of this statement is a corporation, general partnership, limited partnership,
syndicate or other group of persons, state its name, the state or other place of
its organization, its principal business, the address of its principal office
and the information required by (d) and (e) of this Item. If the person filing
this statement or any person enumerated in Instruction C is a natural person,
provide the information specified in (a) through (f) of this Item with respect
to such person(s).
This statement is being filed by Zohar Ben-Dov as the beneficial owner of
483,498 shares of Common Stock.
(a) Name: Zohar Ben-Dov
(b) Residence or Principal Address: 2125 Hatchers Mill Road
Marshall, Virginia 20115
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted:
Real Estate Investor
Belvedere Management Company
2125 Hatchers Mill Road
Marshall, Virginia 20115
(d) Whether or not, during the last five years, such person
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) and, if so, give the
dates, nature of conviction, name and location of court, and
penalty imposed, or other disposition of the case:
Zohar Ben-Dov has not, during the last five years, been
convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors.)
CUSIP NO. 83171G103 Page 4 of 8 Pages
(e) Whether or not, during the last five years, such person was a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws; and,
if so, identify and describe such proceedings and summarize
the terms of such judgment, decree or final order; and
Zohar Ben-Dov has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and has not, as a result of
such proceeding, been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Citizenship.
Zohar Ben-Dov is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration
State the source and the amount of funds or other consideration used or to
be used in making the purchases, and if any part of the purchase price is or
will be represented by funds or other consideration borrowed or otherwise
obtained for the purpose of acquiring, holding, trading or voting the
securities, a description of the transaction and the names of the parties
thereto. Where material, such information should also be provided with respect
to prior acquisitions not previously reported pursuant to this regulation. If
the source of all or any part of the funds is a loan made in the ordinary course
of business by a bank, as defined in Section 3(a)(6) of the Act, the name of the
bank shall not be made available to the public if the person at the time of
filing the statement so requests in writing and filed such request, naming such
bank, with the Secretary of the Commission. If the securities were acquired
other than by purchase, describe the method of acquisition.
Zohar Ben-Dov purchased the shares of Common Stock with his personal funds.
Item 4. Purpose of the Transaction
State the purpose or purposes of the acquisition of securities of the
issuer. Describe any plans or proposals which the reporting persons may have
which relate to or would result in:
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of
its subsidiaries;
CUSIP NO. 83171G103 Page 5 of 8 Pages
(c) A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
(e) Any material change in the present capitalization or dividend
policy of the issuer;
(f) Any other material change in the issuer's business or
corporate structure including but not limited to, if the
issuer is a registered closed-end investment company, any
plans or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of the
Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(j) Any action similar to any of those enumerated above.
Zohar Ben-Dov acquired the Common shares of SmartPros Ltd for a long term
investment.
CUSIP NO. 83171G103 Page 6 of 8 Pages
Item 5. Interest in Securities of the Issuer
(a) State the aggregate number and percentage of the class of
securities identified pursuant to Item 1 (which may be based
on the number of securities outstanding as contained in the
most recently available filing with the Commission by the
issuer unless the filing person has reason to believe such
information is not current) beneficially owned (identifying
those shares which there is a right to acquire) by each person
named in Item 2. The above-mentioned information should also
be furnished with respect to persons who, together with any of
the persons named in Item 2, comprise a group within the
meaning of Section 13(d)(3) of the Act;
As of the date hereof, Zohar Ben-Dov owns 483,498 shares of
Common Stock (9.828%).
(b) For each person named in response to paragraph (a), indicate
the number of shares as to which there is sole power to vote
or to direct the vote, shared power to vote or direct the
vote, sole power to dispose or to direct the disposition.
Provide the applicable information required by Item 2 with
respect to each person with whom the power to vote or to
direct the vote or to dispose or direct the disposition is
shared;
See paragraph (a).
(c) Describe any transactions in the class of securities reported
on that were effected during the past sixty days or since the
most recent filing on Schedule 13D (ss..13d-191), whichever is
less, by the persons named in response to paragraph (a).
The following transactions were effected by or on behalf of
Zohar Ben-Dov during the past sixty days:
Date Shares Price
10/10/2008 23,451 $ 2.389
10/16/2008 216,549 $ 2.400
CUSIP No. 83171G103 Page 7 of 8 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Describe any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the issuer, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, naming the
persons with whom such contracts, arrangements, understandings or relationships
have been entered into. Include such information for any of the securities that
are pledged or otherwise subject to a contingency the occurrence of which would
give another person voting power or investment power over such securities except
that disclosure of standard default and similar provisions contained in loan
agreements need not be included.
Item 7. Material to Be Filed as Exhibits
The following shall be filed as exhibits: copies of written agreements
relating to the filing of joint acquisition statements as required by Rule
13d-1(f) ss.240.13d-1(f) and copies of all written agreements, contracts,
arrangements, understandings, plans or proposals relating to (1) the borrowing
of funds to finance the acquisition as disclosed in Item 3; (2) the acquisition
of issuer control, liquidation, sale of assets, merger, or change in business or
control, liquidation, sale of assets, merger, or change in business or corporate
structure or any other matter as disclosed in Item 4; and (3) the transfer or
voting of the securities, finder's fees, joint ventures, options, puts, calls,
guarantees of loans, guarantees against loss or of profit, or the giving or
withholding of any proxy as disclosed in Item 6.
CUSIP NO. 83171G103 Page 8 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 20, 2008
/s/ Zohar Ben-Dov
Zohar Ben-Dov