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): ~~April~~May 2729, 2012

SMF ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE

000-21825

65-0707824

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

200 W. Cypress Creek Rd., Suite

400

Fort Lauderdale, Florida

33309

(Address of principal executive

offices)

(Zip Code)

Registrant’s telephone number, including area code: (954) 308-4200

(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 (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on April 15, 2012, SMF Energy Corporation (the “Company”) and its subsidiaries, H & W Petroleum Company, Inc., SMF Services, Inc., and Streicher Realty, Inc. (collectively, the “Companies”), filed a voluntary petition in the United States Bankruptcy Court for the Southern District of Florida (the “Bankruptcy Court”) seeking relief under the provisions of Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”).

On April 27, 2012, the Company, H & W Petroleum Company, Inc., and SMF Services, Inc. (the “Debtors”) entered into an asset purchase agreement, as amended from time to time, including without limitation by the first amendment to asset purchase agreement dated May 1, 2012 (collectively the “Agreement”) with Sun Coast Resources, Inc. (“Sun Coast”). Pursuant to the Agreement, Sun Coast proposes to acquire (i) those certain Assets (as defined in the Agreement) associated with the business of the Companies in their various operating locations in the State of Texas and used in such operations as a going concern, and (ii) the Vehicles Outside Texas (as defined the Agreement) not used directly in the operation of the Companies’ business in the State of Texas. Under the Agreement, Sun Coast would acquire the Assets and Vehicles Outside Texas for a total purchase price of $9.0 million plus the value of the Companies’ inventory that is acquired plus the cure amounts necessary to assume and assign executory contracts (such value being determined as described in the Agreement) (the “Purchase Price”). Sun Coast has allocated the Purchase Price for purposes of any auction as follows: (i) an amount equal to $4.0 million plus the value of the Companies’ inventory that is acquired plus the cure amounts necessary to assume and assign executory contracts for the Assets, and (ii) an amount equal to $5.0 million for the Vehicles Outside Texas. Sun Coast has also allocated the $5.0 million purchase price for the Vehicles Outside Texas on a vehicle by vehicle basis, all as more particularly described in the Agreement.

Sun Coast entered into the Agreement as the “stalking horse” bidder for the Assets and Vehicles Outside of Texas. As the stalking horse bidder, Sun Coast’s offer to purchase the Assets and Vehicles Outside of Texas, as set forth in the Agreement, would be the standard by which any other bids to purchase the Assets and Vehicles Outside of Texas would be evaluated. Other interested bidders who submit qualifying offers would be permitted to participate in the auction of the Assets and Vehicles Outside of Texas. The bidding procedures and bid protections provided to Sun Coast are more particularly described in the Order (as defined below).

The foregoing description of the Agreement and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 2.1 to this Form 8-K and is incorporated herein by reference in its entirety.

Item 1.03 Bankruptcy or Receivership

The information set forth in Item 1.01 is incorporated by reference into this Item 1.03.

Item 7.01 Regulation FD Disclosure

~~The~~On ~~Agreement~~May ~~was~~29, 2012, ~~filed~~SMF ~~with~~Energy Corporation (the ~~Bankruptcy Court~~“Company”) onfiled ~~April~~with ~~27,~~the ~~2012~~United ~~and~~States isBankruptcy ~~subject~~Court tofor the Southern ~~Debtors’~~District ~~solicitation~~ of ~~higher~~Florida ~~and~~(the ~~better~~“Bankruptcy ~~offers~~Court”) ~~pursuant~~its toamended ~~bidding~~monthly ~~procedures~~operating ~~and~~report anfor ~~auction~~the ~~process~~period ~~that~~from ~~was~~April ~~approved~~15, by2012 ~~the~~through ~~Bankruptcy~~April ~~Court~~30, by2012 ~~its Order~~ (the “~~Order~~Monthly Operating Report”),. ~~dated~~The ~~May~~Monthly Operating 2,Report ~~2012.~~contains ~~Pursuant to~~financial ~~the~~information ~~Order,~~for (athe ~~copy~~period of ~~which~~April is15, ~~attached~~2012 ~~hereto~~through asApril ~~Exhibit~~30, ~~99.1~~2012 ~~and~~for ~~is incorporated herein by reference)~~ the ~~auction,~~Company ~~if any,~~and ~~will~~its besubsidiaries ~~conducted~~H ~~under~~& ~~the~~W ~~supervision~~Petroleum ofCompany, ~~the~~Inc., ~~Bankruptcy~~SMF ~~Court~~Services, inInc., ~~accordance~~and ~~with~~Streicher ~~Section 363~~Realty, ofInc. ~~the~~(collectively, ~~United States Bankruptcy~~the ~~Code~~“Debtors”).

InThe ~~addition,~~Monthly ~~pursuant~~Operating toReport ~~such~~is ~~Order,~~attached as Exhibit 99.1 and is incorporated herein by reference. This current report (including the exhibit hereto) will not be ~~auction,~~deemed ifan ~~applicable,~~admission isas ~~expected~~to the materiality of any information required to be ~~held~~disclosed onsolely ~~May~~by ~~25,~~Regulation ~~2012~~FD. inCertain ~~Ft.~~attachments to ~~Lauderdale,~~the ~~Florida~~Monthly ~~and~~Operating ~~final~~Report ~~sale~~as ~~hearing~~filed ~~for~~with the ~~Assets and~~Bankruptcy ~~Vehicles~~Court ~~Outside~~have been omitted from the exhibit attached hereto. Complete copies of ~~Texas~~the ~~will~~Monthly beOperating ~~held~~Report onmay ~~May 30,~~be ~~2012~~found inthrough the Bankruptcy Court or at http://www. trusteeservices.biz/SMF/SMFhome.html under the tab Docket and Claims, Docket No. 189.

~~The~~Limitation ~~information~~on ~~set~~Incorporation ~~forth~~by inReference this Item 7.01 and the attached Exhibit 99.1 and Exhibit 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.

~~Forward~~In accordance with General Instruction B.2 of Form 8-~~Looking~~K, ~~Statements~~the information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

~~This~~Cautionary ~~Report~~Statement onRegarding ~~Form~~Financial ~~8-K,~~Operating ~~including the Exhibits hereto, contains~~Data “forward-looking statements.” These statements are based on the Company’s current expectations and assumptions, and as such involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those that the Company now anticipates, including the potential adverse impact of its Chapter 11 cases on the Company’s operations and relationships with customers and suppliers and its ability to close the Agreement with Suncoast or another purchaser. Statements concerning the Company’s expectations after bankruptcy are based on current assumptions and expectations. No assurance can be made that these events will come to fruition. The Company disclaims any obligation to update any forward-looking statements in this Report.

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period, and has been prepared by the Debtors with the assistance of its advisors solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court and the Bankruptcy Code. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with Generally Accepted Accounting Principles in the United States, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K and Exhibit 99.1 hereto may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Registrant’s financial condition, results of operations, and business that is not historical information. As a general matter, forward-looking statements are those focused upon future or anticipated events or trends and expectations and beliefs relating to matters that are not historical in nature. The words “believe,” “expect,” “plan,” “intend,” “estimate,” or “anticipate” and similar expressions, as well as future or conditional verbs such as “will,” “should,” “would,” and “could,” often identify forward-looking statements. The Registrant believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain, and the Registrant may not realize its expectations and its beliefs may not prove correct. The Registrant undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. The Registrant’s actual results and future financial condition may differ materially from those described or implied by any such forward-looking statements as a result of many factors that may be outside the Registrant’s control. Such factors include, without limitation: (i) the ability of the Registrant to develop, prosecute, confirm, and consummate any plan of reorganization or liquidation with respect to the Chapter 11 Proceeding; (ii) the Registrant’s ability to obtain Court approval with respect to motions in the Chapter 11 Proceeding; and (iii) the potential adverse impact of the Chapter 11 Proceeding on the Registrant’s liquidity or results of operations. This list is not intended to be exhaustive.

The Registrant’s informational filings with the Bankruptcy Court, including this Monthly Operating Report, are available to the public at the office of the Clerk of the Bankruptcy Court.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
2.1		Asset Purchase Agreement, dated April 27, 2012, as Amended May 1, 2012 between the SMF Energy Corporation, H & W Petroleum Company, Inc., SMF Services, Inc. and Sun Coast Resources, Inc. (Schedules to the Asset Purchase Agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K. Schedules will be furnished to the Commission upon request.)
99.1		Monthly Operating Report for the period April 15, 2012 through April 30, 2012, filed with the United States Bankruptcy Court for the Southern District of Florida
99.1		Order dated May 2, 2012 granting the Company’s Motion pursuant to 11 U.S.C. §§ 105, 363, and 365 related to the Asset Purchase Agreement

SIGNATURE

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.

Date: May 9, 2012	SMF ENERGY CORPORATION
Date: June 4, 2012	SMF ENERGY CORPORATION
	By:	\s\ Soneet R. Kapila
		Soneet R. Kapila, Chief Restructuring Officer

EXHIBIT INDEX

Exhibit 99.1

Monthly Operating Report for the period from April 15, 2012 through April 30, 2012, filed with the United States Bankruptcy Court for the Southern District of Florida.

Filing Compare · SMF Energy Liquidating Trust