Sec Form 13G Filing - Frohman Scott @ InsPro Technologies Corp

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Health Benefits Direct Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

42220V 10 7

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* The remainder 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 the disclosures provided in a prior cover page.

The information required in 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		42220V 10 7


1	NAMES OF REPORTING PERSONS: Scott Frohman

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States of America

		5	SOLE VOTING POWER:

NUMBER OF			3,132,013

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			3,132,013

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	3,132,013

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	10.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


Item 1(a).		Name of Issuer:

		Health Benefits Direct Corporation, a Delaware corporation (the “Issuer”).

Item 1(b).		Address of Issuer’s Principal Executive Offices:

		150 North Radnor - Chester Rd. Radnor Financial Center, Suite B101 Radnor, PA 19087

Item 2(a).		Name of Filing Person:

		Scott Frohman

Item 2(b).		Address of Principal Business Office or, if none, Residence:

		347 N. New River Dr. E., Apt. 3001 Fort Lauderdale, FL 33301

Item 2(c).		Citizenship:

		United States of America

Item 2(d).		Title of Class of Securities:

		Common Stock, par value $0.001 per share.

Item 2(e).		CUSIP Number:

		42220V 10 7

Item 3.		If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)		o Broker or dealer registered under Section 15 of the Act.

(b)		o Bank as defined in section 3(a)(6) of the Act.

(c)		o Insurance company as defined in section 3(a)(19) of the Act.

(d)		o Investment company registered under section 8 of the Investment Company Act of 1940.

(e)		o An investment adviser in accordance with § 240.13(d)-1(b)(1)(ii)(E).

(f)		o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)		o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).


(h)		o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)		o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.

(j)		o Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

Item 4.		Ownership:

(a)		Amount beneficially owned: 3,132,013

(b)		Percent of Class: 10.8%

(c)		Number of shares as to which the Reporting Person has:

i. Sole power to vote or to direct to vote:

3,132,013

ii. Shared power to vote or to direct to vote:

iii. Sole power to dispose or to direct the disposition of:

3,132,013

iv. Shared power to dispose or to direct the disposition of:


Item 5.		Ownership of Five Percent or Less of a Class:

		If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o.

Item 6.		Ownership of More than Five Percent on Behalf on Another Person:

		Not applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

		Not applicable.

Item 8.		Identification and Classification of Member of the Group:

		Not applicable.


Item 9.		Notice of Dissolution of Group:

		Not applicable.

Item 10.		Certifications:

		By signing below the Reporting Person certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

Dated: February 14, 2007



By:	/s/ Scott Frohman
	Name:	Scott Frohman

Sec Form 13G Filing - Frohman Scott filing for InsPro Technologies Corp (ITCC) - 2007-02-14