8-K

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                                  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): December 3, 2004

                                 SMARTPROS LTD.
                                 --------------
             (Exact name of Registrant as specified in its charter)


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


                 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 8.01 - OTHER EVENTS

         On November 29, 2004, Allen S. Greene, the Chief Executive Officer of
SmartPros Ltd. was interviewed by Michael Wax of CEOcast. The interview was
carried on CEOCast's web site at www.ceocast.com. Attached hereto as Exhibit
99.1 to this Form 8-K is a transcript of the interview.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits

           EXHIBIT
             NO.                         DESCRIPTION
           -------                       -----------

            99.1       Transcript of Allen S. Greene interview with Michael Wax
                       of CEOcast on November 29, 2004.







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                                   SIGNATURES

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



                                              SmartPros Ltd.

Dated:   December 3, 2004                     By: /s/ Allen S. Greene
                                                  ------------------------------
                                                  Allen S. Greene,
                                                  Chief Executive Officer








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                                  EXHIBIT INDEX



           EXHIBIT
             NO.                            DESCRIPTION
           -------                          -----------

            99.1       Transcript of Allen S. Greene interview with Michael Wax
                       of CEOcast on November 29, 2004.






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EX-99.1

[BEGINNING OF ALLEN GREENE INTERVIEW -- ALLEN GREENE INTERVIEW -- 11/30/04]

MICHAEL WAX: Good day, this is Michael Wax with CEOcast. I'm here today with
Allen Greene. Allen is Chief Executive Officer of SmartPros Limited, a company
that trades on the American exchange under the symbol PED, and one that is a
leader in the field of accredited professional education.

Thanks for joining CEOcast today, Allen.

ALLEN GREENE: Thanks Michael for inviting us, we're excited about being here.

WAX: I thought, perhaps, you could begin with an overview of the company, and
then we'll get into the model in greater detail.

GREENE: Great. Well, SmartPros is a company that started in 1981, it was created
by two accountants who... I use the term created because in 1981 they really
created distance learning. We talked about e-learning and distance learning
today, but these two gentlemen created it, and they're still active in the
company, and they did it on videotape when Sony and Panasonic were still
fighting for control of your VCR.

So, we provide mandatory, and I stress mandatory, continuing education for
professionals in certain niche fields. And we have a saying, "in niches there
are riches." And we provide these in areas in accounting and finance,
specifically on the corporate-side, as well as the public accounting side, and
in the engineering profession, where we provide the leading preparatory course
for the Professional Engineering exam, and now, of course, for the Fundamentals
of Engineering exam.

We also have a big ethics and compliance business, it does consulting and
training for the Fortune's 50, to Fortune 100 companies, and, we have our own
media department, because we produce our own content, different than other
people.

We have a leading program called FMN, Financial Management Network, that goes
out to most of our clients on a subscription basis, and our model is a
subscription model, and we have over an 85% historical renewal rate.

So, between the fact that it's mandatory, high renewal rates, we've worked with
clients, we have a pristine reputation. And, you know, they say in real estate,
you know, "location, location, location." Well, we have a similar saying here,
"quality, quality, quality." And that's led to our being in business 24 years,
and a leader in the field, and we distribute our products through every major
association in the verticals we're in.

WAX: Allen let's start if we could with, in fact, your offerings. The on-line
space is competitive, how do you differentiate yourself in this area?

GREENE: Well what we find is that most of the people in the on-line space are
either generalists, or they specialize in a lot of general topics like IT, for
example, or human resources. We really are for the professional in these
businesses. So, for example, in the accounting and finance area, we provide
education on the corporate-side, so anybody who has any credentials in the
accounting area, whether they're a CPA, a CMA, a Certified Internal Auditor,
need approximately 40 hours a year of continuing professional education to
maintain their credentials. We provide this, we're licensed by NASBA and in all
the states, the District of Columbia, Virgin Islands, Puerto Rico; and we
provide this training for them, and our main product is an update product. So we
have two libraries, an update library and a skills-based library. But, the
professionals love it because we're having people speak to them on current
topics of interest that they want to know. But the best way of summarizing it is
that we're a "niche player," and we believe in these areas we are the leader in
what we do.

WAX: What about the marketing, what's the sales cycle like, Allen, and who have
been the early adopters?




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GREENE: Well, we have... The sales cycle and on-line is a lot longer than it is
in video. And, that's because of the fact that you have to understand what
learning management systems a client may have, we have our own learning
management system, and since we provide this accreditation, we must store the
results. So we don't provide it behind their firewalls. So they turn around and
we need to talk to them, we need to know how to integrate our learning
management system into theirs, and the sales cycle can, you know, be six months
on an on-line customer. The video customer, we work through the associations,
we'll call a client or a corporation, and they love to get our series of videos
each month, which we're now supplying on DVD. And the interesting thing is that
a lot of our video clients are now converting over to the on-line, and we
thought that they would eliminate the video when converting to the on-line, but
they're taking both products, because they love to have the group discussions
around the video product, and love to have the on-demand availability of the
on-line.

WAX: The company recently raised approximately $6.1 million, how will you use
those proceeds?

GREENE: Well, as we indicated in our prospectus, we have a small amount of debt,
which was full pay-out debt, we didn't have to pay it off, but we did, it was
about a half million dollars. The rest of the money is sitting in the bank, and
it really was raised principally for acquisitions. And, I have a history of, in
the companies that I've run, of making acquisitions and making successful
acquisitions. And, if we can't find an acquisition, and our criteria is
generally that it should be accretive within one year, then we're not going to
spend the money, it's going to sit in the bank until we do.

We do not need the money to run the business. Before the offering we were
sitting with about $850,000 in cash, and that was enough to run the business for
an awful long period of time.

WAX: Given the current environment and the need to consolidate it, what are the
types of companies that would likely be good fits, Allen?

GREENE: Well, we think that there's a host of companies in the half million
dollars in revenue to the $4 million dollars in revenue, generally in this
business, who do not have access to the capital markets. Do not generally have a
field sales force. And/or, do not have a learning management system. And to
really break into the corporate market and serve that market properly, you need
to have a field sales force, you need to have a learning management system.

So we believe that there are a lot of companies that we can add both within our
verticals, and where we would like to establish other verticals, whether it's
the medical, insurance, legal, where we could offer additional courses, using
our learning management system, our own technology departments that we have
here, because we're a self-enclosed company where we do everything ourselves. So
we believe there are a lot of companies out there and that we'll be able to
attract a lot of those to be partner-up with us.

WAX: What about the revenue model now. How does the model work? Is it
subscription-based, and is there any kind of upfront fee?

GREENE: Well, most of our businesses are subscription-based, and we're very
conservative the way we do this, for example, if we sell a one year
subscription, we take in 1/12th of the income each month, different than some
other media companies, where they upfront, because you have a lot of expenses,
whether it's salesmen's commissions, etc., which you pay upfront, which we
expense at the time we do it. So, actually when we have a subscription, we
basically don't make any money the first month of that subscription. But, most
of our business is subscription business, it's high renewal rate. We have a high
amount of deferred income on our statement going into the next year. But we also
have other businesses where, as we sell it, we book the income, like our ethics
and compliance, generally, and some of our custom media development, because
every department of our firm that does work for our firm is also required to
have


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an outside budget to do outside work. So our technology department builds
websites and creates custom education for a number of other businesses, and a
number of people in education. And our media department produces commercials for
a lot of people, when they're not doing work for ourselves.

WAX: As you look at the verticals, are there verticals that are most likely to
be the aggressive adopters?

GREENE: Well, I think that finance and accounting people, and the bigger
corporations, are becoming the earlier adopters. I mean, what we've seen over
the last couple years, I think two or three years ago we thought that most of
the big corporations, and such, would adopt an e-learning a lot quicker than
they have. And I think the fact that bandwidth has increased and broadband has
increased tremendously, and the cost of those have been coming down, that more
corporations are adopting it. And as more corporations go to a video format,
where they're providing video and people talking to people and not just
tech-space courses, I think you'll see a lot more people adopt this as we're
going forward.

WAX: The company has been around over 20 years, how has the business model
changed?

GREENE: Well, it's very similar, it's just that now we provide the courses not
only in video, but on-line. Originally the corporation basically created courses
for corporations, then started working with the associations more-and-more,
starting in the late 80's, and in doing that, developed these subscription
products and news and current update products. And it built that. And in 1997,
bought a division from Prime Media that serviced CPAs, mainly, and then started
servicing the public accounting field over the years, and when I joined the
company I made an acquisition of a competitor who had raised a lot of money, had
a huge offer for the company, turned it down and then when the market collapsed
in early 2001, they had no access to the capital markets and they've gone
through all their money, and I was able to buy all of their assets, their
learning management systems, their library, and hire a number of the key people,
very reasonably.

And then I brought, in 2003, the Ethics and Compliance Consulting Business,
which is now starting to really grow and build, and we're looking to be a very
successful part of our business going-forward.

WAX: What should investors now look for in the coming quarters in terms of key
milestones, Allen?

GREENE: Well, I think we've indicated, when we were doing our road show, that we
expected generic growth to be between 8 and 15 percent in any year, and we
should be able to bring a lot of that growth to the bottom line since we've
covered most of our expenses. We've reached that point.

We've earned a half a million dollars through nine months, which we had told
everybody as we were doing the road show, we expected to earn a half a million
dollars over the year, yet we've done it in nine months. So, we should reach
about 9 3/4 to 10 million in revenue this year, and we're right-on-target for
that -- and then 8 to 15 percent growth in any year, without acquisitions, and
acquisitions will affect that. We believe long term growth is very prominent
here for us, and we think that it will happen.

When I, you know, look at the stock today, I mean if you take out... we're
sitting with almost six-plus million with cash, the whole business has the
valuation of 10, $11 million, and we're going to have close to a $1.4 million,
$1.5 million in EBITDA this year. So, when I look at it, compared to a lot of
other companies in our industry, I think that there's tremendous growth
potential in our stock and what we're doing.

WAX: Well I've been speaking today with Allen Greene. Allen is Chief Executive
Officer of SmartPros, Inc., a company... or SmartPros Limited, a company that
trades on the American Exchange under the symbol PED, and with on-line education
hot right now, investors should take a look at this developer of accredited
continuing professional education courses.

Allen, thanks for joining CEOcast today.



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GREENE: Thank you for inviting us.

WAX: This has been Michael Wax for CEOcast, where Wall Street listens.

[END OF ALLEN GREENE INTERVIEW -- ALLEN GREENE INTERVIEW -- 11/30/04]








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