UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~March~~June 525, 2015

SMARTPROS LTD.

(Exact name of Registrant as specified in its charter)



Delaware	001-32300	13-4100476
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)



12 Skyline Drive
Hawthorne, New York		10532
(Address Of Principal Executive Office)		(Zip Code)

Registrant'’s telephone number, including area code (914) 345-2620

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 25.0207. ~~Results~~ Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~Vote ~~Condition~~of Security Holders.

On ~~March~~June 525, 2015, ~~the~~SmartPros ~~registrant~~Ltd. ~~issued~~(the a“Company”) ~~press~~held ~~release,~~its a2015 ~~copy~~Annual Meeting of ~~which is attached hereto as Exhibit 99~~Stockholders.1, ~~announcing~~At ~~its~~that ~~financial results for the year ended December 31~~meeting, ~~2014.~~ stockholders:

~~Item~~• ~~8.01. Other~~Re-elected ~~Events~~one incumbent Class II director to serve until the annual meeting of stockholders in 2018 and until his successor is elected and qualified; and

On• ~~March 5~~Approved, ~~2015,~~on ~~the~~an ~~registrant~~advisory ~~issued a press release~~basis, athe ~~copy~~appointment of ~~which~~Baker isTilly ~~attached~~Virchow ~~hereto as Exhibit 99.1~~Krause, ~~announcing~~LLP ~~that~~as the ~~Board~~Company's ofindependent ~~Directors~~auditors offor the ~~registrant had declared a quarterly dividend of $.015 per share payable on April 7,~~ 2015 tofiscal ~~shareholders of record on March 20, 2015~~year.

~~Item~~ ~~9.01. Financial~~The ~~Statements~~specific ~~and~~votes ~~Exhibits.~~were as follows:

~~(d)~~1. ~~Exhibits~~With respect to the election of the Class II director:

ExhibitNo.	Description
VOTES
99.1	Press Release dated March 5, 2015*
NAME	FOR	WITHHELD	BROKER NON-VOTES
Jack Fingerhut	2,281,470	93,890	1,471,920

*Filed herewith2. With respect to the advisory approval of Baker Tilly Virchow Krause, LLP:



VOTES
FOR	AGAINST	ABSTAIN
3,841,462	5,705	113

*******

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this ~~Current~~report ~~Report on Form 8-K~~ to be signed on its behalf by the undersigned, hereunto duly authorized.

	~~SmartPros Ltd.~~	SmartPros Ltd.
Dated: March 5, 2015	By:	/s/ Allen S. Greene
Dated:	June 26, 2015	By:	/s/ Allen S. Greene
		Allen S. Greene,
			Allen S. Greene
		~~Chief Executive Officer~~	Chief Executive Officer

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