UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 orOR 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February 17~~May 6, 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.)

(Exact name of registrant as specified in its charter)

5990 Greenwood Plaza Blvd. #390Greenwood Village, CO	80111
Delaware	001-32951	54-2189769
(Address of Principal Executive Offices)	(Zip Code)
(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.)~~

(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))

1Forward Looking Statements

~~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, the risks ~~relating~~and touncertainties ~~general~~associated ~~economic~~with ~~conditions~~the ~~affecting~~acceleration of maturity of secured indebtedness and foreclosure of operating assets as described in this report in relation to the operations the Company’s ~~operations~~may orcontinue to conduct without such assets, the ~~demand~~effect ~~for~~of ~~its~~the ~~services~~proposed ~~and~~discharge ~~any~~of ~~delay~~material orsecured ~~failure~~indebtedness through acceptance of ~~the~~collateral ~~Company~~in satisfaction toof ~~complete~~debt ~~any~~and ~~funding~~risks orrelating ~~financing~~to ~~transaction~~general ateconomic ~~levels~~conditions affecting the markets for ~~sufficient~~moving services to ~~meet~~which ~~its~~the ~~working~~Company’s ~~capital~~operations ~~requirements~~pertain. Smart Move ~~has~~ included a discussion of these and other pertinent risk factors in its Annual Report on Form 10-KSB for 2007 and in the 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

OnThe ~~February 17,~~information ~~2009,~~required ~~Smart Move, Inc. (the “Company”) entered into the material agreement described~~ in Item 21.~~03, below,~~01 byabove ~~which~~is ~~the Company obtained gross loan proceeds of $350,000. The Company and the Investors also entered into a~~hereby ~~Note~~incorporated inby ~~the~~reference ~~form~~from ~~attached hereto as Exhibit~~Item 42.104.

~~The Audit Committee of the Board of Directors of Smart Move, Inc~~Item 1.02 ~~reviewed~~Termination ~~the terms~~ of ~~the proposed transaction, which include participation of~~ a ~~related~~Material ~~person~~Definitive ~~who is not an officer or director of the Company, to determine whether~~Agreement 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.

The information required in Item 1.02 above is hereby incorporated by reference from Item 2.04.

Item 2.~~03.~~04 ~~Creation~~Triggering ofEvents That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Transaction

OnAs ~~February 17,~~disclosed ~~2009,~~in aour ~~Bridge~~Form ~~Loan~~10-Q ~~Agreement~~report infor the ~~form~~third ~~attached~~quarter asof ~~Exhibit 4.1~~2008, ~~was~~certain ~~entered~~events ~~into~~of ~~between the Company~~default ~~and~~occurred ~~investors~~under ~~for~~our aSecured ~~short~~Convertible ~~term~~Notes ~~loan~~and in the ~~principal~~associated ~~amount~~Security ofAgreements ~~$350,000~~which ~~bearing~~secured the ~~interest~~indebtedness ~~at 12% per annum,~~ with ~~a maturity~~assets ~~date~~including ofour ~~March 31~~SmartVault containers, ~~2009.~~component parts ~~The loan is secured to the extent~~ of ~~principal and interest by SmartVault~~ containers and the tool mold onwe ause ~~pro~~to ~~rata~~manufacture ~~and~~our ~~pari~~containers. ~~passu~~These ~~basis~~obligations collectively ~~with~~represent ~~holders~~aggregate ofprincipal ~~security~~indebtedness inof ~~the~~$13.2 million. ~~same~~The ~~assets~~holders ~~with~~of these ~~respect~~secured toconvertible ~~$9,217,500~~notes ofhad ~~existing~~deferred ~~indebtedness.~~any ~~The~~action ~~loan~~to ~~bears~~accelerate ~~interest at~~ the ~~rate~~maturity of ~~12%~~the ~~per~~obligations ~~annum, payable at~~to ~~maturity.~~afford ~~The~~the Company ~~paid~~time ato ~~placement~~pursue ~~agent~~financing ~~that~~efforts iswhich athe ~~registered~~Company ~~FINRA~~hoped ~~broker~~would aenable ~~fee~~correction of ~~equal~~the todefaults 6%and ofenable the ~~gross~~Company ~~proceeds at~~to restore compliance with the ~~closing~~continued listing requirements of ~~the~~NYSE ~~bridge~~Alternext ~~loan~~Exchange. ~~The~~These ~~terms~~financing ofefforts ~~the~~proved ~~bridge~~unsuccessful, ~~loan~~and ~~include~~as ~~conditional~~a result ~~issuances~~ of ~~restricted~~the ~~securities~~ Company’s inability to ~~the~~fulfill ~~lender~~its ascompliance ~~described~~plan with inNYSE ~~Item 3.02.~~Alternext ~~The~~Exchange, the Company ~~and~~implemented ~~the~~a ~~Investor~~voluntary ~~also~~delisting ~~entered~~of ~~into~~its acommon ~~Note,~~stock aas ~~copy~~described ofin ~~the~~a ~~form~~Current ofReport on ~~which~~Form is8-K ~~attached~~filed ~~hereto~~on ~~as Exhibit~~February 49, 2009.2.

~~Item~~On 3May 6, 2009, the holders of the Secured Convertible Notes in the aggregate amount of $13.022 million principal indebtedness, collectively exercised their right to accelerate maturity of principal and interest and to require that all unpaid amounts under the Secured Convertible Debentures be paid with interest, which includes interest at a default rate of 18% per annum from the date of default. ~~Unregistered~~The ~~Sales~~Company does not have the resources to pay the amount due on the obligations. The Company also determined that the magnitude of ~~Securities~~the indebtedness accelerated would exceed the current market value of the assets pledged as collateral.

InEffective ~~connection~~as of May 6, 2009, Smart Move, Inc. entered into an Agreement to Accept Collateral in Full Satisfaction of Obligations, with the ~~bridge~~original ~~loan~~holders ~~funding~~of ~~described~~the inCompany’s ~~Items~~Secured ~~1.02~~Convertible Notes ~~and~~for ~~2.03~~which ~~above~~containers, component parts of containers and asthe ~~additional~~tool ~~risk-related consideration~~mold ~~agreed~~used to bemanufacture containers ~~paid~~are topledged as assets. Under the ~~lender~~Agreement ~~for~~to ~~making~~Accept ~~the~~Collateral ~~short-term~~in ~~loan~~Full Satisfaction of Obligations, the Company ~~issued~~consented ~~its~~that ~~secured~~the ~~12%~~holders of the Secured Convertible Notes will be ~~and~~permitted ~~also~~to ~~agreed,~~conduct ~~subject~~a tostrict ~~satisfaction~~foreclosure in accordance with the provisions of ~~approval~~Section 4-9-620(a) of ~~requirements~~the toUniform ~~issue~~Commercial ~~restricted~~Code ~~common~~of ~~stock~~the ~~upon~~State ~~conversion~~of Colorado and other laws. In consideration of the acceptance of the collateral in full satisfaction of Smart Move, Inc.’s indebtedness under the Secured Convertible Notes ~~along~~the ~~with~~Company ~~warrants~~has waived its rights to ~~purchase~~notification ~~common~~of ~~stock,~~disposition ~~also~~of collateral ~~constituting~~or ~~restricted~~to ~~securities~~redeem collateral. The ~~stated~~Company’s ~~Maturity Date~~agreement isfor ~~March 31,~~the ~~2009.~~creditors’ ~~The~~acceptance ~~warrants~~of ~~issued~~the collateral toin ~~investors~~full ~~cover~~satisfaction aof ~~right~~indebtedness todoes ~~purchase~~not anaffect ~~aggregate~~any ~~39,375,000~~third ~~shares~~parties athaving rights, aninterests ~~exercise~~or ~~price~~subordinate oflien ~~$0.04~~claims ofin the ~~Company’s~~assets ~~common~~who ~~stock.~~may ~~The~~be ~~lenders~~entitled ~~are~~to ~~accredited~~receive ~~investors~~notice asfrom ~~defined~~the creditors inand ~~Rule~~issue objections under applicable law. In connection with their acceptance of ~~501(a)~~collateral in satisfaction of ~~Regulation D~~debt, asthe ~~amended,~~secured ~~under~~creditors owning the ~~Securities~~Secured ~~Act~~Convertible Notes also confirmed their intention to conduct a judicial foreclosure of ~~1933,~~the assecurity ~~amended~~interests (“and liens in the ~~1933~~assets ~~Act”)~~pledged as collateral and accepted in satisfaction of the ~~Company relied~~debt. ~~upon~~In consideration of the agreement, ~~exemption~~transfers ~~from~~of ~~securities~~interest ~~registration~~and ~~afforded~~waivers evidenced by the ~~provisions~~Agreement ofto ~~Rule 506~~Accept Collateral in Full Satisfaction of ~~Regulation D~~Obligations, our obligations under the ~~Securities~~Secured ~~Act~~Convertible ofNotes ~~1933.~~will Abe extinguished ~~placement~~and ~~agent~~certain ~~fee~~mutual ~~equal~~releases tohave 6%been provided as described in the copy of the Agreement ~~gross~~to ~~bridge~~Accept ~~loan~~Collateral ~~proceeds~~in ~~was~~Full ~~paid~~Satisfaction byof ~~the~~Obligations ~~Company~~as set out in Exhibit 10.1 attached, which is filed as an exhibit to athis ~~registered~~Current ~~FINRA~~Report, ~~broker~~and atis ~~the~~incorporated ~~Closing~~herein by reference.

~~The Company and the Investors also entered into a Note, a copy of the form of which is attached hereto as Exhibit 4.1.~~3

~~Item~~We 9believe that the foreclosure transaction structure proposed by the holders of secured convertible indebtedness aggregating $13.012 million of principal indebtedness is in the best interest of the Company as we will extinguish all of the outstanding $13.2 million ~~Financial~~of ~~Statements~~senior secured indebtedness currently due and ~~Exhibits~~will be in a better position to determine an appropriate process for further arrangements with our creditors. In the context of the foreclosure process, we have ceased most of our operations and we anticipate that our cash assets will be insufficient to enable us to sustain continued operations as an active operating company in the containerized moving industry. The Company intends concurrently to file a Form 15 to terminate the company’s reporting obligations under the Exchange Act. The Company had fewer than 300 shareholders of record at the end of 2008 and currently has fewer than 300 shareholders. In the aftermath of the foreclosure proceedings, the Company will have liabilities in excess of its remaining assets and no value currently is anticipated to be available for distribution to stockholders in any plan of liquidation. The Form 15 is being filed based upon the Company’s awareness that the costs of an additional Form 10-K and any further Form 10-Q filings would reduce amounts otherwise available to pay creditor obligations. The Company will undertake to supply this same information to its shareholders and other interested parties and further updates via the Pink Sheets’ OTC News and Disclosure Service as well as through our e-mail database and website. The Company does not anticipate any further trading in the Company’s common stock on the Pink Sheets under the same symbol of “SMVE”.

Item ~~(d)~~9.01 Financial Statements and Exhibits:

~~EX 4.1- 10% Secured Convertible Note~~(d) Exhibits

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.


Exhibit		Description
	10.1	Agreement to Accept Collateral in Full Satisfaction of Obligations dated May 6, 2009.

		SMART MOVE, INC.
Date: February 20, 2009		By:		/s/ Edward Johnson

SMART MOVE, INC.

Date: May 8, 2009

/s/ Chris Sapyta

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