MVE Smart Move,

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Forward Looking Statements
 
Statements in this Current Report on Form 8-K (including the exhibit) that are not purely historical facts are forward-looking statements 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 effects of competition, leverage and debt service financing and refinancing efforts, general economic conditions, changes in laws or regulations and risks related to development activities as described 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 period ended March 31, 2008.

Item 1.01. Entry into a Material Definitive Agreement

On July 28, 2008, Smart Move, Inc. (the “Company”) entered into the material agreement described in Item 3.02, below agreeing to sell restricted securities and to issue a warrant to purchase common stock to an accredited individual investor that is not an officer or director of the Company but is considered a related person. The intended purchase of securities by this individual under the terms of an Equity Investment Commitment and Agreement for Conversion of Debt to Equity was separately reviewed and approved by the Audit Committee of the Company’s Board of Directors described in Item 3.02. The arrangements are subject to further definitive implementing agreements and any requirements of the American Stock Exchange in connection with the Company’s listing of its securities and in connection with its plan filed with the American Stock Exchange to restore compliance under Section 1003(a)(iv) of the AMEX Company Guide.

Item 2.03.  Creation of a Direct Financial Obligation

On July 28, 2008, the Company entered into agreements that result in the termination of certain material direct financial obligations as a result of the conversion of indebtedness to equity as more fully described in Item 3.02 below.

Item 3.02.  Unregistered Sales of Securities

On July 28, 2008, the Company entered into an Equity Investment Commitment and Agreement for Conversion of Debt with Thomas P. Grainger (collectively referred to in this Item 3.02 as the “Purchaser”). A copy of the Equity Investment Commitment and Agreement for Conversion of Debt to Equity is attached hereto as Exhibit 4.1.

Effective July 28, 2008, Smart Move, Inc. received a signed commitment letter from Thomas P. Grainger, a shareholder who is not an officer or director of the Company, but who is deemed a related person because of his beneficial ownership of the Company’s voting securities with respect to a transaction involving a new equity investment and the concurrent conversion of certain existing debt held by Mr. Grainger to equity on terms set out in the form of Equity Investment Commitment and Agreement for Conversion of Debt to Equity attached to this Current Report on Form 8-K as Exhibit 4.1.

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In accordance with rules of the American Stock Exchange, the Audit Committee of the Board of Directors of Smart Move, Inc. reviewed the terms of the proposed transaction with a related person to determine whether the arrangements would be consistent with the best interests of the Company and its stockholders. Based upon the transaction terms described in the commitment letter, which include obtaining approval by the American Stock Exchange of the issuance of restricted shares to be purchased or acquired upon conversion of indebtedness or the exercise of an additional warrant to purchase restricted shares contemplated by the transaction terms under AMEX’s listing rules and in connection with the plan submitted by the Company to AMEX to restore compliance under Section 1003(a)(iv) of the AMEX Company Guide, 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, and are no less favorable to the Company than terms that would be obtainable at the current time for a comparable transaction in arms’ length dealings negotiated in good faith with unrelated third parties. The definitive warrant terms will include appropriate provisions confirming the purchaser’s passive investment intent and to ensure no change of control could be triggered by exercise of purchase rights under the warrant.

The basic terms of the transaction include that:

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Item 9.01.  Financial Statements and Exhibits.

 (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.  

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