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

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

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

<P style="font-size: 10pt" align="center"><B>Date of Report (Date of earliest
event reported): September 15, 2008</B>


<P style="font-size: 24pt" align="center"><B>SMART MOVE, INC.<BR>
</B><FONT
style="font-size: 10pt">(Exact name of registrant as specified in its charter)
</FONT>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="100%" border="0">

 <TR>
  <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>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>Delaware</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>001-32951</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><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>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="100%" border="0">

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  <TD width="49%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="49%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>5990 Greenwood Plaza Blvd.
#390<BR>
Greenwood Village, CO<BR>
</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>80111</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number,
including area code: <B>(720) 488-0204</B>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="30%" border="0">

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  <TD width="100%">&nbsp;</TD>
 </TR>
 <TR>
  <TD style="border-bottom: #000000 1px solid" nowrap><B>Not
Applicable<BR>
</B></TD>
 </TR>
 <TR>
  <TD nowrap>(Former name or former address if changed since last report.)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left">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 style="font-size: 10pt" align="left"><FONT face="Wingdings">o</FONT> Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR>
<BR>
<FONT
face="Wingdings">o</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">o</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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</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

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border="0">
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<DIV
style="margin-left: 0px; text-indent: 0px"><B>Item&nbsp;5.02</B>&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left"><B>Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal Officers.</B></TD>
 </TR>
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</DIV>

<P style="font-size: 10pt" align="left">On September&nbsp;16, 2008, Smart Move,
Inc., a Delaware corporation (the &#8220;Company&#8221;), announced that Doug
Kelsall resigned as a member of its Board of Directors and Chair of the
Board&#8217;s Audit Committee, and that Jeff McGonegal had accepted appointment
to fill the vacancies created by Mr.&nbsp;Kelsall&#8217;s resignation.
Mr.&nbsp;Kelsall, who was elected as a Class&nbsp;II Director at
Smart Move&#146;s Annual
Meeting in June&nbsp;2008 for a term ending at the Annual Meeting in 2011,
previously had notified the Board of significant new demands on his time
associated with his other professional endeavors. The Nominating &amp;
Governance Committee had undertaken to identify qualified potential independent
director candidates having significant financial expertise should the Board
determine to add another independent director to serve on the Audit Committee.
Mr. Kelsall&#8217;s written resignation, attached hereto as Exhibit&nbsp;99.1,
was accepted by the Board effective September&nbsp;15, 2008, concurrently with its determination upon the
recommendation of the Nominating and Governance Committee to appoint
Mr.&nbsp;Jeff McGonegal as a Class&nbsp;II member of the Board of Directors and
as Chairman of the Audit Committee to fill the vacancy created by Mr.
Kelsall&#8217;s resignation. Mr.&nbsp;Kelsall did not resign due to any
disagreements with the Company&#8217;s Board of Directors or its management,
but in view of increasing work load and time commitments associated with his
executive responsibilities for ESM, the company by which he is employed as its
President. Mr.&nbsp;Kelsall also confirmed that he had no disagreements with
management or Smart Move&#8217;s external auditors over the financial reporting
of the Company and confirmed he would be available to work closely with
Mr.&nbsp;McGonegal in the coming weeks to ensure an efficient
transition of the Audit Committee Chair responsibilities.

<P style="font-size: 10pt" align="left">Mr.&nbsp;McGonegal, 57, has, since
June&nbsp;2003, served as the Chief Financial Officer of AspenBio Pharma, Inc.,
(Nasdaq: APPY), a publicly held biotechnology research and development company.
He also serves as Chief Financial Officer and currently as Chief Executive
Officer of Security With Advanced Technology, Inc. (Nasdaq: SWAT), a publicly
held provider of hardware and software security related products.
Mr.&nbsp;McGonegal also serves as Senior Vice President &#8212; Finance of
Cambridge Holdings, Ltd., a small publicly held company with limited
activities. Since 1997, Mr.&nbsp;McGonegal has served as Managing Director of
McGonegal and Co., a company engaged in providing accounting and business
consulting services. From 1974 to 1997, Mr.&nbsp;McGonegal was an accountant
with BDO Seidman LLP. While at BDO Seidman LLP, Mr. McGonegal served as
managing partner of the Denver, Colorado office. Mr.&nbsp;McGonegal was elected
in 2005 to serve on the board of Imagenetix, Inc., a publicly held company in
the nutritional supplements industry. He received a B.A. degree in accounting
from Florida State University. Mr.&nbsp;McGonegal is a certified public
accountant licensed in the state of Colorado.

<P style="font-size: 10pt" align="left">Mr.&nbsp;McGonegal is a shareholder of
the Company who has not entered into any related party transactions with the
Company that are required to be disclosed pursuant to Section 404(a) of
Regulation&nbsp;S-K, and he has not accepted directly or indirectly, any
consulting, advisory or other compensatory fee from the Company, other than the
fees he will receive in the future for services on the Board of Directors and
Committees of the Board of Directors. There were no arrangements or
understandings between Mr.&nbsp;McGonegal and any other person pursuant to
which Mr.&nbsp;McGonegal was selected as a director and appointed to be the
Chair of the Audit Committee nor is there a family relationship between any
director or executive officer and Mr.&nbsp;McGonegal.

<P style="font-size: 10pt" align="left">The Board of Directors has determined
that Mr.&nbsp;McGonegal is an &#8220;independent&#8221; director under
applicable SEC and American Stock Exchange rules and is the Audit Committee
Financial Expert. In his role as a Board and Audit Committee member, and as
Chair of the Audit Committee, Mr.&nbsp;McGonegal will be entitled to receive
the same cash compensation for his service as director and committee chair as
is provided under the Company&#8217;s compensation plan for non-employee
directors ($22,000 per annum for non-employee directors, paid quarterly at the
beginning of each quarter and the separate cash compensation to the Chair of
the Audit Committee in the amount of $12,000 per year, also paid quarterly at
the beginning of each quarter and proportionately reduced to the extent the
term of service is less than a full 12&nbsp;months). As a non-employee
director, Mr.&nbsp;McGonegal will also receive a prorated part of the annual
grant of restricted shares made to each of the Company&#8217;s non-employee
directors for fiscal 2008, which is stipulated to be a total annual grant value
of $15,000 based upon the per share average closing price of a share of our
common stock on the American Stock Exchange during the month preceding the
stock grant.

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">2
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<P style="font-size: 10pt" align="left">The Company issued a press release on
September&nbsp;16, 2008, regarding these matters, which is filed as
Exhibit&nbsp;99.2 to this Current Report on Form 8-K. The contents of that
exhibit are incorporated herein by reference. <BR>
&nbsp; <BR>
&nbsp;
<BR>
<B>Item&nbsp;9.01 Financial Statements and Exhibits</B> <BR>
&nbsp;

<P style="font-size: 10pt; text-indent: 2%" align="left">(c)&nbsp;Exhibits
&nbsp;
<DIV align="center">
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  <TD align="right" valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">99.1 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Copy of resignation letter of D. Kelsall dated
September&nbsp;15, 2008</TD>
 </TR>
 <TR valign="bottom">
  <TD align="right" valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">99.2 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Press Release, dated September&nbsp;16,
2008</TD>
 </TR>
<!-- End Table Body -->

</TABLE>
</DIV>

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

<P style="font-size: 10pt; text-indent: 3%" align="left">Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.

<P style="font-size: 10pt" align="left">Dated: September&nbsp;16, 2008
<DIV align="center">
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border="0">
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  <TD width="50%">&nbsp;</TD>
  <TD width="3%">&nbsp;</TD>
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  <TD>&nbsp;</TD>
  <TD valign="top" align="left" colspan="3">SMART MOVE, INC.</TD>
 </TR>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD>&nbsp;</TD>
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">By: </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">/s/ Edward Johnson</TD>
 </TR>
 <TR style="font-size: 1px">
  <TD>&nbsp;</TD>
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD style="border-top: #000000 1px solid" valign="top"
align="left">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD>&nbsp;</TD>
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Edward Johnson, Chief Financial Officer</TD>
 </TR>
<!-- End Table Body -->

</TABLE>
</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">3
</DIV>

</BODY>
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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": "081073870"}, "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): September 15, 2008
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))
Item 5.02
Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal Officers.
On September 16, 2008, Smart Move,
Inc., a Delaware corporation (the "Company"), announced that Doug
Kelsall resigned as a member of its Board of Directors and Chair of the
Board's Audit Committee, and that Jeff McGonegal had accepted appointment
to fill the vacancies created by Mr. Kelsall's resignation.
Mr. Kelsall, who was elected as a Class II Director at
Smart Move's Annual
Meeting in June 2008 for a term ending at the Annual Meeting in 2011,
previously had notified the Board of significant new demands on his time
associated with his other professional endeavors. The Nominating &
Governance Committee had undertaken to identify qualified potential independent
director candidates having significant financial expertise should the Board
determine to add another independent director to serve on the Audit Committee.
Mr. Kelsall's written resignation, attached hereto as Exhibit 99.1,
was accepted by the Board effective September 15, 2008, concurrently with its determination upon the
recommendation of the Nominating and Governance Committee to appoint
Mr. Jeff McGonegal as a Class II member of the Board of Directors and
as Chairman of the Audit Committee to fill the vacancy created by Mr.
Kelsall's resignation. Mr. Kelsall did not resign due to any
disagreements with the Company's Board of Directors or its management,
but in view of increasing work load and time commitments associated with his
executive responsibilities for ESM, the company by which he is employed as its
President. Mr. Kelsall also confirmed that he had no disagreements with
management or Smart Move's external auditors over the financial reporting
of the Company and confirmed he would be available to work closely with
Mr. McGonegal in the coming weeks to ensure an efficient
transition of the Audit Committee Chair responsibilities.
Mr. McGonegal, 57, has, since
June 2003, served as the Chief Financial Officer of AspenBio Pharma, Inc.,
(Nasdaq: APPY), a publicly held biotechnology research and development company.
He also serves as Chief Financial Officer and currently as Chief Executive
Officer of Security With Advanced Technology, Inc. (Nasdaq: SWAT), a publicly
held provider of hardware and software security related products.
Mr. McGonegal also serves as Senior Vice President — Finance of
Cambridge Holdings, Ltd., a small publicly held company with limited
activities. Since 1997, Mr. McGonegal has served as Managing Director of
McGonegal and Co., a company engaged in providing accounting and business
consulting services. From 1974 to 1997, Mr. McGonegal was an accountant
with BDO Seidman LLP. While at BDO Seidman LLP, Mr. McGonegal served as
managing partner of the Denver, Colorado office. Mr. McGonegal was elected
in 2005 to serve on the board of Imagenetix, Inc., a publicly held company in
the nutritional supplements industry. He received a B.A. degree in accounting
from Florida State University. Mr. McGonegal is a certified public
accountant licensed in the state of Colorado.
Mr. McGonegal is a shareholder of
the Company who has not entered into any related party transactions with the
Company that are required to be disclosed pursuant to Section 404(a) of
Regulation S-K, and he has not accepted directly or indirectly, any
consulting, advisory or other compensatory fee from the Company, other than the
fees he will receive in the future for services on the Board of Directors and
Committees of the Board of Directors. There were no arrangements or
understandings between Mr. McGonegal and any other person pursuant to
which Mr. McGonegal was selected as a director and appointed to be the
Chair of the Audit Committee nor is there a family relationship between any
director or executive officer and Mr. McGonegal.
The Board of Directors has determined
that Mr. McGonegal is an "independent" director under
applicable SEC and American Stock Exchange rules and is the Audit Committee
Financial Expert. In his role as a Board and Audit Committee member, and as
Chair of the Audit Committee, Mr. McGonegal will be entitled to receive
the same cash compensation for his service as director and committee chair as
is provided under the Company's compensation plan for non-employee
directors ($22,000 per annum for non-employee directors, paid quarterly at the
beginning of each quarter and the separate cash compensation to the Chair of
the Audit Committee in the amount of $12,000 per year, also paid quarterly at
the beginning of each quarter and proportionately reduced to the extent the
term of service is less than a full 12 months). As a non-employee
director, Mr. McGonegal will also receive a prorated part of the annual
grant of restricted shares made to each of the Company's non-employee
directors for fiscal 2008, which is stipulated to be a total annual grant value
of $15,000 based upon the per share average closing price of a share of our
common stock on the American Stock Exchange during the month preceding the
stock grant.
The Company issued a press release on
September 16, 2008, regarding these matters, which is filed as
Exhibit 99.2 to this Current Report on Form 8-K. The contents of that
exhibit are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1
Copy of resignation letter of D. Kelsall dated
September 15, 2008
99.2
Press Release, dated September 16,
2008
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated: September 16, 2008
SMART MOVE, INC.
By:
/s/ Edward Johnson
Edward Johnson, Chief Financial Officer