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<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P align="center" style="font-size: 18pt"><B>FORM 8-K</B>

<P align="center" style="font-size: 12pt"><B>CURRENT REPORT<BR>
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P align="center" style="font-size: 10pt"><B>Date of Report (Date of
earliest event reported): February&nbsp;17, 2009</B>

<P align="center">

<P align="center" style="font-size: 24pt"><B>SMART MOVE, INC.<BR></B>
<FONT style="font-size: 10pt">(Exact name of registrant as specified in its charter)
</FONT>

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    <TD width="32%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="33%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="32%">&nbsp;</TD>
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    <TD style="border-bottom: 1px solid #000000"><B>Delaware</B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>001-32951</B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>54-2189769</B></TD>
</TR>
<TR valign="top">
    <TD>(State or other Jurisdiction of Incorporation)</TD>
    <TD>&nbsp;</TD>
    <TD>(Commission File Number)</TD>
    <TD>&nbsp;</TD>
    <TD>(IRS Employer Identification No.)</TD>
</TR>
</TABLE>

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    <TD width="49%">&nbsp;</TD>
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    <TD width="49%">&nbsp;</TD>
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    <TD style="border-bottom: 1px solid #000000"><B>5990 Greenwood Plaza Blvd. #390<BR>Greenwood Village, CO <BR></B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>80111</B></TD>
</TR>
<TR valign="top">
    <TD>(Address of Principal Executive Offices)</TD>
    <TD>&nbsp;</TD>
    <TD>(Zip Code)</TD>
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<P align="center" style="font-size: 10pt">Registrant&#146;s telephone number, including area code: <B>(720) 488-0204</B>


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    <TD nowrap style="border-bottom: 1px solid #000000"><B>Not Applicable<BR></B></TD>
</TR>
<TR>
    <TD nowrap>(Former name or former address if changed since last report.)</TD>
</TR>
</TABLE>

<P align="left" style="font-size: 10pt">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:

<P align="left" style="font-size: 10pt">
<FONT face="Wingdings">&#111;</FONT> Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>


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<P align="left" style="font-size: 10pt"><B>Forward Looking Statements</B>
<BR>
&nbsp;
<BR>
Statements in this Current Report on Form 8-K (including the exhibits) that are not purely historical facts, including
statements regarding Smart Move, Inc.&#146;s beliefs, expectations, intentions or strategies for the future, may be
&#147;forward-looking statements&#148; under the Private Securities Litigation Reform Act of 1995. Forward-looking statements
include statements regarding expected financing or funding transactions and any statements identified by forward
looking terms such as &#147;may,&#148; &#147;will,&#148; &#147;would,&#148; &#147;expect,&#148; &#147;plan,&#148; &#147;anticipate&#148; or &#147;project.&#148; These statements are
subject to risks and uncertainties which could cause actual results to differ materially from such statements,
including, among others, risks relating to general economic conditions affecting the Company&#146;s operations or the demand
for its services and any delay or failure of the Company to complete any funding or financing transaction at levels
sufficient to meet its working capital requirements. Smart Move has included a discussion of these and other pertinent
risk factors in its Annual Report on Form-KSB for 2007 and in Quarterly Reports on Form 10-Q for the first, second and
third quarters of 2008. Smart Move disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;1.01.&nbsp;Entry into a Material Definitive Agreement</B>


<P align="left" style="font-size: 10pt">On February&nbsp;17, 2009, Smart Move, Inc. (the &#147;Company&#148;) entered into the material agreement described in Item&nbsp;2.03,
below, by which the Company obtained gross loan proceeds of $350,000. The Company and the Investors also entered into a
Note in the form attached hereto as Exhibit&nbsp;4.1.


<P align="left" style="font-size: 10pt">The Audit Committee of the Board of Directors of Smart Move, Inc. reviewed the terms of the proposed transaction,
which include participation of a related person who is not an officer or director of the Company, to determine whether
the arrangements would be consistent with the best interests of the Company and its stockholders. Based upon the
transaction terms and conditions to be applicable under the terms of agreement proposed, the Company&#146;s current need for
funding to maintain operations and its delays in securing equity capital at higher targeted levels, the Committee
concluded that the transaction terms proposed are fair and reasonable under all of the circumstances, and are in, or
not inconsistent with, the best interests of the Company and its stockholders. The Committee also noted that the terms
were no less favorable to the Company than terms that would be obtainable at the current time by the Company for a
comparable transaction in arms&#146; length dealings negotiated in good faith with unrelated third parties. The Committee
took into account in its determination that shares that would be issuable to the investors under the convertible notes
and warrants would be dilutive due to the current low market price of the Company&#146;s common stock. The Committee also
noted that these investors currently hold notes in the principal amount of $9,217,500 which are secured by operating
assets of the Company, and that these previously issued and outstanding secured notes are technically in default, and
without continued forbearance of these holders to exercise their rights as secured parties, the Company could not
continue its operations.




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<P align="left" style="font-size: 10pt"><B>Item&nbsp;2.03.&nbsp; Creation of a Direct Financial Obligation</B>


<P align="left" style="font-size: 10pt">On February&nbsp;17, 2009, a Bridge Loan Agreement in the form attached as Exhibit&nbsp;4.1, was entered into between the Company
and investors for a short term loan in the principal amount of $350,000 bearing interest at 12% per annum, with a
maturity date of March&nbsp;31, 2009. The loan is secured to the extent of principal and interest by SmartVault
containers and the tool mold on a pro rata and pari passu basis with holders of security in the same assets with
respect to $9,217,500 of existing indebtedness. The loan bears interest at the rate of 12% per annum, payable at
maturity. The Company paid a placement agent that is a registered FINRA broker a fee equal to 6% of the gross proceeds
at the closing of the bridge loan. The terms of the bridge loan include conditional issuances of restricted securities
to the lender as described in Item&nbsp;3.02. The Company and the Investor also entered into a Note, a copy of the form of
which is attached hereto as Exhibit&nbsp;4.2.



<P align="left" style="font-size: 10pt"><B>Item&nbsp;3.02.&nbsp; Unregistered Sales of Securities</B>


<P align="left" style="font-size: 10pt">In connection with the bridge loan funding described in Items 1.02 and 2.03 above, and as additional risk-related
consideration agreed to be paid to the lender for making the short-term loan, the Company issued its secured 12% Notes
and also agreed, subject to satisfaction of approval requirements to issue restricted common stock upon conversion of
the Notes along with warrants to purchase common stock, also constituting restricted securities. The stated Maturity
Date is March&nbsp;31, 2009. The warrants issued to investors cover a right to purchase an aggregate 39,375,000 shares at
an exercise price of $0.04 of the Company&#146;s common stock. The lenders are accredited investors as defined in Rule
501(a) of Regulation&nbsp;D, as amended, under the Securities Act of 1933, as amended (&#147;the 1933 Act&#148;) and the Company
relied upon the exemption from securities registration afforded by the provisions of Rule&nbsp;506 of Regulation&nbsp;D, under
the Securities Act of 1933. A placement agent fee equal to 6% of the gross bridge loan proceeds was paid by the Company
to a registered FINRA broker at the Closing.


<P align="left" style="font-size: 10pt">The Company and the Investors also entered into a Note, a copy of the form of which is attached hereto as Exhibit&nbsp;4.1.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;9.01. &nbsp;Financial Statements and Exhibits.</B>


<P align="left" style="font-size: 10pt">&nbsp;(d) Exhibits:

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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">EX 4.1- 10% Secured Convertible
Note</DIV></TD>
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</DIV>


<P align="left" style="font-size: 10pt">&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused
this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

&nbsp;
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</TD>
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    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">SMART MOVE, INC.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;<BR>
&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;<BR>
&nbsp;
</TD>
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&nbsp;</TD>
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<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;Date:
February&nbsp;20, 2009
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:&nbsp;&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/&nbsp;Edward Johnson</TD>
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{"company-data": {"conformed-name": "SMART MOVE, INC.", "cik": "0001349108", "assigned-sic": "4213", "irs-number": "542189769", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-32951", "film-number": "09626009"}, "business-address": {"street1": "5990 GREENWOOD PLAZA BLVD", "street2": "SUITE 390", "city": "GREENWOOD VILLAGE", "state": "CO", "zip": "80111", "phone": "720-488-0204"}, "mail-address": {"street1": "5990 GREENWOOD PLAZA BLVD", "street2": "SUITE 390", "city": "GREENWOOD VILLAGE", "state": "CO", "zip": "80111"}}
Filed by Bowne Pure Compliance
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): February 17, 2009
SMART MOVE, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-32951
54-2189769
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
5990 Greenwood Plaza Blvd. #390
Greenwood Village, CO
80111
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code:
(720) 488-0204
Not Applicable
(Former name or former address if changed since last report.)
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Forward Looking Statements
Statements in this Current Report on Form 8-K (including the exhibits) that are not purely historical facts, including
statements regarding Smart Move, Inc.'s beliefs, expectations, intentions or strategies for the future, may be
"forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Forward-looking statements
include statements regarding expected financing or funding transactions and any statements identified by forward
looking terms such as "may," "will," "would," "expect," "plan," "anticipate" or "project." These statements are
subject to risks and uncertainties which could cause actual results to differ materially from such statements,
including, among others, risks relating to general economic conditions affecting the Company's operations or the demand
for its services and any delay or failure of the Company to complete any funding or financing transaction at levels
sufficient to meet its working capital requirements. Smart Move has included a discussion of these and other pertinent
risk factors in its Annual Report on Form-KSB for 2007 and in Quarterly Reports on Form 10-Q for the first, second and
third quarters of 2008. Smart Move disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Item 1.01. Entry into a Material Definitive Agreement
On February 17, 2009, Smart Move, Inc. (the "Company") entered into the material agreement described in Item 2.03,
below, by which the Company obtained gross loan proceeds of $350,000. The Company and the Investors also entered into a
Note in the form attached hereto as Exhibit 4.1.
The Audit Committee of the Board of Directors of Smart Move, Inc. reviewed the terms of the proposed transaction,
which include participation of a related person who is not an officer or director of the Company, to determine whether
the arrangements would be consistent with the best interests of the Company and its stockholders. Based upon the
transaction terms and conditions to be applicable under the terms of agreement proposed, the Company's current need for
funding to maintain operations and its delays in securing equity capital at higher targeted levels, the Committee
concluded that the transaction terms proposed are fair and reasonable under all of the circumstances, and are in, or
not inconsistent with, the best interests of the Company and its stockholders. The Committee also noted that the terms
were no less favorable to the Company than terms that would be obtainable at the current time by the Company for a
comparable transaction in arms' length dealings negotiated in good faith with unrelated third parties. The Committee
took into account in its determination that shares that would be issuable to the investors under the convertible notes
and warrants would be dilutive due to the current low market price of the Company's common stock. The Committee also
noted that these investors currently hold notes in the principal amount of $9,217,500 which are secured by operating
assets of the Company, and that these previously issued and outstanding secured notes are technically in default, and
without continued forbearance of these holders to exercise their rights as secured parties, the Company could not
continue its operations.
2
Item 2.03.  Creation of a Direct Financial Obligation
On February 17, 2009, a Bridge Loan Agreement in the form attached as Exhibit 4.1, was entered into between the Company
and investors for a short term loan in the principal amount of $350,000 bearing interest at 12% per annum, with a
maturity date of March 31, 2009. The loan is secured to the extent of principal and interest by SmartVault
containers and the tool mold on a pro rata and pari passu basis with holders of security in the same assets with
respect to $9,217,500 of existing indebtedness. The loan bears interest at the rate of 12% per annum, payable at
maturity. The Company paid a placement agent that is a registered FINRA broker a fee equal to 6% of the gross proceeds
at the closing of the bridge loan. The terms of the bridge loan include conditional issuances of restricted securities
to the lender as described in Item 3.02. The Company and the Investor also entered into a Note, a copy of the form of
which is attached hereto as Exhibit 4.2.
Item 3.02.  Unregistered Sales of Securities
In connection with the bridge loan funding described in Items 1.02 and 2.03 above, and as additional risk-related
consideration agreed to be paid to the lender for making the short-term loan, the Company issued its secured 12% Notes
and also agreed, subject to satisfaction of approval requirements to issue restricted common stock upon conversion of
the Notes along with warrants to purchase common stock, also constituting restricted securities. The stated Maturity
Date is March 31, 2009. The warrants issued to investors cover a right to purchase an aggregate 39,375,000 shares at
an exercise price of $0.04 of the Company's common stock. The lenders are accredited investors as defined in Rule
501(a) of Regulation D, as amended, under the Securities Act of 1933, as amended ("the 1933 Act") and the Company
relied upon the exemption from securities registration afforded by the provisions of Rule 506 of Regulation D, under
the Securities Act of 1933. A placement agent fee equal to 6% of the gross bridge loan proceeds was paid by the Company
to a registered FINRA broker at the Closing.
The Company and the Investors also entered into a Note, a copy of the form of which is attached hereto as Exhibit 4.1.
Item 9.01.  Financial Statements and Exhibits.
(d) Exhibits:
EX 4.1- 10% Secured Convertible
Note
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused
this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
SMART MOVE, INC.
Date:
February 20, 2009
By:
/s/ Edward Johnson
3