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): ~~October~~November 1619, 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 17.0301 –Regulation ~~Bankruptcy~~FD ~~or Receivership.~~Disclosure

AsOn ~~previously~~November ~~disclosed~~19, ~~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 awith ~~voluntary petition in~~ the United States Bankruptcy Court for the Southern District of Florida (the “Bankruptcy Court”) ~~seeking~~its ~~relief~~monthly ~~under~~operating ~~the~~report ~~provisions~~for ofthe ~~Chapter~~period 11from ofOctober ~~the~~1, ~~United~~2012 ~~States~~through ~~Bankruptcy~~October ~~Code~~31, 2012 (the “~~Bankruptcy~~Monthly ~~Code~~Operating Report”). OnThe ~~October~~Monthly ~~16,~~Operating ~~2012,~~Report contains financial information for the ~~Company~~period ~~filed~~of ~~its~~October ~~Amended Joint~~1, ~~Plan~~2012 ofthrough ~~Liquidation~~October (31, 2012 for the ~~“Plan”)~~Company and ~~First~~its ~~Amended~~subsidiaries ~~Joint~~H & ~~Disclosure~~W ~~Statement~~Petroleum inCompany, ~~connection~~Inc., ~~with~~SMF ~~the~~Services, ~~Company’s Joint~~Inc., ~~Plan~~and ofStreicher ~~Liquidation~~Realty, Inc. (collectively, the “~~Disclosure Statement~~Debtors”) ~~with the Bankruptcy Court~~.

OnThe ~~October~~Monthly ~~18,~~Operating ~~2012,~~Report ~~the~~is ~~Bankruptcy Court~~attached ~~entered~~as anExhibit ~~order~~99.1 ~~(the~~and ~~“Order”)~~is ~~(a)~~incorporated ~~approving~~herein ~~the~~by ~~Disclosure~~reference. ~~Statement,~~This ~~(b)~~current ~~approving~~report ~~solicitation~~(including ~~and~~the ~~noticing~~exhibit ~~procedures for voting on Plan, (c~~hereto) ~~approving~~will ~~special~~not ~~noticing~~be deemed ~~procedure~~an ~~for~~admission ~~shareholders~~as ~~and~~to the ~~establishment~~materiality of aany ~~record~~information ~~date~~required ~~for~~to ~~shareholders; and~~be ~~(d)~~disclosed ~~scheduling~~solely aby ~~confirmation~~Regulation ~~hearing and related deadlines~~FD. AComplete ~~copy of the proposed Plan is attached hereto as Exhibit 99.1.~~ copies ~~A copy~~ of the ~~Disclosure~~Monthly ~~Statement,~~Operating asReport itmay ~~was~~be ~~most~~found ~~recently~~through ~~amended and filed with~~ the Bankruptcy Court onor ~~October~~at ~~16, 2012, is attached hereto as Exhibit 99~~http://www.2trusteeservices.biz/SMF/SMFhome.html under ~~A copy of~~ the ~~Order~~tab isDocket ~~attached~~and ~~hereto~~Claims, asDocket ~~Exhibit~~No. 99597.3.

AsLimitation ~~described~~on inIncorporation ~~the proposed Plan and the Disclosure Statement, if the Plan is confirmed~~ by anReference order of the Bankruptcy Court, based upon assets available for distribution, creditors of the Company will not be paid in full under the Plan. Consequently, the Company predicts that, after payment to the Company’s unsecured creditors, there will be no assets available for distribution to the holders of the Company’s common stock (the “Shareholders”). Holders of equity interests in the Company (including the Shareholders) will not receive or retain any property or assets under the Plan and are therefore deemed to have rejected the Plan and are not entitled to vote. With no available assets to distribute to the Shareholders, as contemplated in the Plan, the Company expects the Bankruptcy Court to extinguish the Company’s common stock upon approval of the Plan. Promptly after such extinguishment, the Company will seek to terminate its registration under Section 12(g) of the Securities Exchange Act of 1934 by filing a Form 15 with the Securities and Exchange Commission.

~~Although~~In ~~the~~accordance ~~Company~~with ~~predicts~~General ~~there will~~Instruction beB.2 noof ~~assets~~Form ~~available~~8-K, ~~for~~the ~~distribution~~information toin ~~the~~this ~~Shareholders,~~Item if7.01 ~~there~~shall ~~are~~not ~~any~~be ~~funds~~deemed ~~available~~“filed” for ~~distribution~~purposes toof ~~Shareholders, the~~Section ~~Plan~~18 ~~provides~~of ~~that~~the ~~only~~Securities Exchange ~~Shareholders~~Act as of ~~the~~1934, ~~date~~as ~~that~~amended is(the ~~fourteen~~“Exchange ~~(14~~Act”), ~~days~~or ~~after~~otherwise ~~the~~subject ~~date~~to the ~~confirmation~~liabilities ~~order~~of isthat ~~entered~~section, nor ~~(or~~shall ~~the~~such ~~first~~information ~~Business~~be ~~Day~~deemed ~~thereafter)~~incorporated ~~(the~~by ~~“Effective~~reference ~~Date”)~~in ~~will~~any befiling ~~entitled~~under tothe ~~distributions.~~Securities ~~Any~~Act ~~shares~~of ~~acquired~~1933, as amended, except as ~~after~~shall ~~the~~be ~~Effective~~expressly ~~Date~~set ~~will~~forth ~~not~~by ~~receive~~specific ~~distributions~~reference ~~under~~in ~~the~~such ~~Plan~~a filing.

ACautionary ~~hearing on the Disclosure~~ Statement ~~is scheduled~~Regarding ~~for~~Financial ~~9:30~~Operating ~~a.m., EST, on Friday, December 14, 2012, at Courtroom 308, of the United States Bankruptcy Court, located at~~Data ~~299 E. Broward Blvd, Fort Lauderdale, Florida 33301.~~

~~Cautionary~~The ~~Statement~~Company ~~Regarding~~cautions ~~Forward-Looking~~investors ~~Statements~~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.

~~This~~Cautionary ~~Current~~Statement ~~Report~~Regarding ~~on Form 8~~Forward-KLooking ~~and Exhibit~~Statements 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.

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
99.1		~~Debtors’~~Monthly ~~Amended~~Operating ~~Joint~~Report ~~Plan~~for the period October 1, 2012 through October 31, 2012, filed with the United States Bankruptcy Court for the Southern District of ~~Liquidation~~Florida
99.2		Debtors’ First Amended Joint Disclosure Statement in Connection with Debtors’ Joint Plan of Liquidation
99.3		Order, dated October 18, 2012, (a) approving Disclosure Statement, (b) approving solicitation and noticing procedures for voting on Plan, (c) establishment of record date for shareholders, and (d) scheduling a confirmation hearing and related deadlines.

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: December 4, 2012	SMF ENERGY CORPORATION
Date: December 11, 2012	SMF ENERGY CORPORATION
	By:	\s\ Soneet R. Kapila
		Soneet R. Kapila, Chief Restructuring Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Debtors’ Amended Joint Plan of Liquidation
99.2		Debtors’ First Amended Joint Disclosure Statement in Connection with Debtors’ Joint Plan of Liquidation
99.3		Order, dated October 18, 2012, (a) approving Disclosure Statement, (b) approving solicitation and noticing procedures for voting on Plan, (c) establishment of record date for shareholders, and (d) scheduling a confirmation hearing and related deadlines

Exhibit 99.1

Monthly Operating Report for the period from October 1, 2012 through October 31, 2012, filed with the United States Bankruptcy Court for the Southern District of Florida.

Filing Compare · SMF Energy Liquidating Trust