8-K

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

EX-99.1

Exhibit 99.1

Douglas H. Kelsall
6117E. Princeton Ave.
Englewood, CO 80111

September 15, 2008

Chris Sapyta
Chairman, Board of Directors
Smart Move, Inc.

Re: Resignation

Dear Chris and Fellow Board Members:

As you know I have previously discussed my increasing work load and time commitments associated with my full time position as President of ESM. ESM is experiencing rapid growth and is presently engaged in acquisition and financing discussions with several parties. Unfortunately, these activities and other responsibilities are consuming all of my time and I simply do not have sufficient time to dedicate to my position as a member of the Smart Move, Inc. Board of Directors and Audit Committee Chairman. Therefore, I am resigning my position effective as soon as an acceptable replacement is identified. In this regard, I understand that Mr. McGonegal may be prepared to join the board and assume the position as Audit Committee Chair. I have reviewed Mr. McGonegal’s qualifications and would support his appointment as my replacement. I am prepared to work with Mr. McGonegal or any other candidate in the timely transition of my responsibilities.

In tendering my resignation, I want to assure you, my fellow board members, our external auditors and shareholders, that my resignation is personal and that I have no disagreements with management or our external auditors over the financial reporting of the company. As I have expressed on a number of occasions, I am encouraged by Smart Move’s growth, but remain concerned over the company’s ongoing need for additional capital to pursue its business plan with its current operating structure and in light of the current capital markets.

I have enjoyed working with all of you and wish you and the company the best future success.

Very Truly Yours,

/s/ Douglas H. Kelsall

Douglas H. Kelsall

EX-99.2

Exhibit 99.2

SMART MOVE, INC. ANNOUNCES APPOINTMENT OF
JEFF MCGONEGAL TO SERVE ON ITS BOARD OF DIRECTORS

Denver – September 16, 2008 – Smart Move, Inc. (AMEX:MVE) announced today the appointment of Jeff McGonegal to serve as a member of the Board of Directors and as Chairman of its Audit Committee. The appointment will be effective as of September 15, 2008. Mr. McGonegal will replace Doug Kelsall who resigned as a member of the Board and as Chairman of the Audit Committee effective as of the same date in order to devote his time to other professional endeavors that currently demand significantly more of his time. The number of Board members remains unchanged at six members. Mr. McGonegal was determined by Smart Move’s Board to be an “independent” director under applicable SEC and American Stock Exchange rules and is the Audit Committee Financial Expert.

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.

“Doug Kelsall has played a key role both in relation to his Board service and as Chair of the Audit Committee,” said Chris Sapyta, “and it is with regret and appreciation for his service that we accept his resignation” “We are excited that Jeff McGonegal has consented to serve on our Board and to Chair the Audit Committee,” Sapyta added. “Jeff’s vast accounting knowledge as a CPA and extensive business experience will undoubtedly strengthen our Board. His management experience, financial expertise and global perspective will be invaluable to the Company, the Board and the Audit Committee as we continue our efforts to achieve strong sales growth and address our capital needs.”

About Smart Move, Inc.

Smart Move is an innovative logistics company providing services through deployment of a fleet of Company-owned, SmartVault™ shipping containers to execute the movement of goods. Smart Move utilizes its proprietary and licensed technologies to efficiently manage its fleet of assets, providing superior security, scheduling flexibility and expedited service on behalf of its customers and alliance partners. Smart Move sells its services direct to moving consumers as well as providing moving capacity and guaranteed logistic services to van lines and agents nation wide. Smart Move has operations in the top 60 cities in the USA and its services are available to over 92% of the US population. Visit Smart Move’s web site at www.gosmartmove.com.

Safe Harbor Statement Under The U.S. Private Securities Litigation Reform Act Of 1995

Certain statements in this release which are not historical facts are forward-looking statements such as statements relating to future operating results, existing and expected competition, financing and refinancing sources and availability and plans for future development or expansion activities and capital expenditures. These “forward-looking statements” are within the meaning of the Private Securities Litigation Reform Act of 1995. In many but not all cases you can identify forward-looking statements by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” or the negative of these terms or other similar expressions.  These forward-looking statements include statements regarding the company’s expectations, beliefs, or intentions about the future, and are based on information available to the company at this time. Smart Move assumes no obligation to update any of these statements and specifically declines any obligation to update or correct any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. Such forward-looking statements involve a number of risks and uncertainties that may significantly affect our liquidity and results in the future and, accordingly, actual results may differ materially from those expressed in any forward-looking statements. Such risks and uncertainties include, but are not limited to, those related to the success of our capital raising efforts and other risk factors described from time to time in the company’s periodic reports, including its annual report filed on Form 10-KSB for the year ended December 31, 2007 and its quarterly report on Form 10-Q for the three month periods ended March 31, 2008 and June 30, 2008.

Investor Relations
Contact: Pete Bloomquist
Smart Move, Inc.
303-339-9558
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