Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to ____________________

Commission file number: 000-50394

Central Energy Partners LP

(Exact Name of Registrant as Specified in Its Charter)

Delaware	20-0153267
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

4809 Cole Ave., Suite 108, Dallas, TX	75205
(Address of Principal Executive Offices)	(Zip Code)

Registrant's Telephone Number, Including Area Code: (214) 526-9700

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files.) Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See the definitions of “accelerated filer” and “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	Accelerated Filer	Non-Accelerated Filer	Smaller Reporting Company
¨	¨	¨	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of common units outstanding on May 9, 2015 was 19,591,482.

CENTRAL ENERGY PARTNERS LP AND SUBSIDIARIES

TABLE OF CONTENTS

ITEM		PAGE NO.

PART I FINANCIAL INFORMATION

1.	Financial Statements	4

	Report of Independent Registered Public Accounting Firm	4

	Consolidated Balance Sheets as of December 31, 2014 and March 31, 2015 (unaudited)	5

	Unaudited Consolidated Statements of Operations for the three months ended March 31, 2014 and 2015	6

	Unaudited Consolidated Statement of Partners’ Deficit for the three months ended March 31, 2015	7

	Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and 2015	8

	Notes to Consolidated Financial Statements (unaudited)	9

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

3.	Quantitative and Qualitative Disclosures About Market Risk	25

4.	Controls and Procedures	25

PART II OTHER INFORMATION

1.	Legal Proceedings	25

1A.	Risk Factors	25

2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

3.	Defaults Upon Senior Securities	26

4.	Mine Safety Disclosures	26

5.	Other Information	26

6.	Exhibits	26

Signatures		29

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this Quarterly Report of Central Energy Partners LP (the “Partnership”), that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (Exchange Act). These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Statements using words such as “may,” “could,” “should,” “expect,” “plan,” “project,” “strategy,” “forecast,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” or similar expressions help identify forward-looking statements.

The forward-looking statements contained in this Quarterly Report are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this Quarterly Report are not guarantees of future performance, and management cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will in fact occur. The Partnership’s actual results may differ materially from those anticipated, estimated, projected or expected by management. When considering forward-looking statements, please read “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2014, which is incorporated by reference.

AVAILABLE INFORMATION

The Partnership is a reporting company pursuant to Section 12(g) of the Exchange Act. As a result, it files Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, and amendments to these reports, with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. These reports are available on the Partnership’s website at www.centralenergylp.com. These reports are also available on the SEC’s website at www.SEC.gov. In addition, the Partnership will provide copies of these reports free of charge upon request addressed to Douglas Weir, Central Energy Partners LP, 4809 Cole Ave., Suite 108, Dallas, Texas 75205.

The public may also read a copy of any materials filed by the Partnership with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

All forward-looking statements speak only as of the date of this Quarterly Report. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise.

Part I – FINANCIAL INFORMATION

Item 1.

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Central Energy GP LLC,

General Partner of Central Energy Partners LP and Unitholders Of Central Energy Partners LP

We have reviewed the unaudited consolidated balance sheet of Central Energy Partners LP and Subsidiaries (“Central”) as of March 31, 2015, the unaudited consolidated statements of operations and statements of cash flows for the three months ended March 31, 2014 and 2015 and the unaudited consolidated statement of partners’ deficit for the three months ended March 31, 2015. These interim unaudited consolidated financial statements are the responsibility of Central’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquires of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying unaudited consolidated financial statements for them to be in conformity with United States generally accepted accounting principles.

As indicated in Note K to the accompanying unaudited interim consolidated financial statements, conditions continue to exist which raise substantial doubt about Central’s ability to continue as a going concern due to its insufficient cash flow to pay its current obligations and contingencies as they become due. The unaudited consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded amounts that might be necessary should Central be unable to continue in existence.

/s/ MONTGOMERY COSCIA GREILICH, LLP

Plano, Texas

May 15, 2015

Central Energy Partners LP and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(Unaudited)

ASSETS

	December 31,		March 31,
	2014		2015
Current Assets
Cash	$	67,000	$	106,000
Trade accounts receivable (less allowance for doubtful accounts of $0 at 2014 and 2015)		294,000		266,000
Prepaid expenses and other current assets		324,000		347,000
Total current assets		685,000		719,000
Property, plant and equipment – net		3,470,000		3,341,000
Other assets		128,000		128,000
Goodwill		3,941,000		3,941,000
Total assets	$	8,224,000	$	8,129,000

LIABILITIES AND PARTNERS’ DEFICIT

	December 31, 2014			March 31, 2015
Current Liabilities
Current maturities of long-term debt	$	388,000		$	2,439,000
Accounts payable		645,000			879,000
Taxes payable		7,000			-
Unearned revenue		40,000			41,000
Accrued liabilities		571,000			655,000
Total current liabilities		1,651,000			4,014,000

Long-term debt obligations		2,112,000			-
Due to General Partner		4,615,000			4,922,000
Deferred income taxes		387,000			387,000

Commitments and contingencies		-			-

Partners’ deficit
Common units		(528,000	)		(1,168,000	)
General Partner’s deficit		(13,000	)		(26,000	)
Total partners’ deficit		(541,000	)		(1,194,000	)
Total liabilities and partners’ deficit	$	8,224,000		$	8,129,000

The accompanying notes are an integral part of these consolidated financial statements.

Central Energy Partners LP and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,
	2014			2015
Revenues	$	1,297,000		$	909,000
Cost of goods sold		1,007,000			984,000
Gross profit (loss)		290,000			(75,000	)
Selling, general and administrative expenses and other
Legal and professional fees		133,000			62,000
Salaries and payroll related expenses		154,000			169,000
Other		215,000			161,000
		502,000			392,000
Operating loss from continuing operations		(212,000	)		(467,000	)
Other income (expense)
Interest expense, net		(100,000	)		(195,000	)
Loss before taxes		(312,000	)		(662,000	)

Income taxes		-			-
Net loss	$	(312,000	)	$	(662,000	)

Net loss allocable to the partners		(312,000	)		(662,000	)
Less General Partner’s interest in net loss		(6,000	)		(13,000	)
Net loss allocable to the common units		(306,000	)		(649,000	)

Net loss per common unit	$	(0.02	)	$	(0.03	)

Weighted average common units outstanding		19,066,4822			19,591,482

The accompanying notes are an integral part of these consolidated financial statements.

Central Energy Partners LP and Subsidiaries

CONSOLIDATED STATEMENT OF PARTNERS’ DEFICIT

(Unaudited)

	Common Units					General			Total Partners’
	Units		Amount			Partner			Deficit

Balance as of December 31, 2014		19,591,482	$	(528,000	)	$	(13,000	)	$	(541,000	)

Issuance of Common Unit Options				9,000						9,000

Net loss		-		(649,000	)		(13,000	)		(662,000	)

Balance as of March 31, 2015		19,591,482	$	(1,168,000	)	$	(26,000	)	$	(1,194,000	)

The accompanying notes are an integral part of these consolidated financial statements.

Central Energy Partners LP and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31,
	2014			2015
Cash flows from operating activities:
Net loss	$	(312,000	)	$	(662,000	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		137,000			151,000
Unit based compensation		-			9,000
Changes in current assets and liabilities:
Trade accounts receivable		(133,000	)		28,000
Prepaid and other current assets		(105,000	)		(24,000	)
Trade accounts payable		168,000			234,000
Unearned revenue		(132,000	)		2,000
Accrued liabilities and other		73,000			78,000
U.S. and foreign taxes payable		-			-
Net cash used in operating activities		(304,000	)		(184,000	)

Cash flows from investing activities:
Capital expenditures		(235,000	)		(22,000	)
Proceeds from sale of tractors		-			-
Net cash used in investing activities		(235,000	)		(22,000	)

Cash flows from financing activities:
Change in amounts due to General Partner, net		530,000			307,000
Payment of debt		-			(62,000	)
Net cash provided by financing activities		530,000			245,000
Net (decrease) increase in cash		(9,000	)		39,000
Cash at beginning of period		103,000			67,000
Cash at end of period	$	94,000		$	106,000

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	80,000		$	55,000
Taxes	$	14,000		$	3,000

The accompanying notes are an integral part of these consolidated financial statements.

CENTRAL ENERGY PARTNERS LP AND SUBIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE A –BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Business

Central Energy Partners LP, a publicly traded Delaware limited partnership, was formed in July 2003. As used in this report, the terms “Central Energy” and “the Partnership” refer to Central Energy Partners LP, and the terms “Central,” “the Company,” “we,” “our” and “us” are used in this report to refer to Central Energy, its sole general partner Central Energy GP LLC, and its consolidated subsidiaries as a whole.

We conduct our operations through our wholly-owned subsidiary, Regional Enterprises, Inc. (“Regional”). The principal business of Regional is the storage, transportation and railcar trans-loading of bulk liquids, including hazardous chemicals and petroleum products owned by its customers. Regional’s facilities are located on the James River in Hopewell, Virginia, where it receives bulk chemicals and petroleum products from ships and barges into approximately 10 million gallons of available storage tanks for delivery throughout the mid-Atlantic region of the United States. Regional also receives product from a rail spur which is capable of receiving 18 rail cars at any one time for trans-loading of chemical and petroleum liquids for delivery throughout the mid-Atlantic region of the United States.

The limited partnership interests in the Partnership (“Common Units”) represent 98% of the Partnership’s outstanding capital and 100% of the Partnership’s limited partnership interests. We are controlled by our general partner, Central Energy GP LLC (“General Partner”), which holds the remaining 2% interest in the Partnership. The General Partner is entitled to receive distributions from the Partnership on its General Partner interest and additional incentive distributions as provided in the partnership agreement. The General Partner does not receive a management fee in connection with its management of the Partnership’s business, but is entitled to be reimbursed for all direct and indirect expenses incurred on the Partnership’s behalf.

On November 17, 2010, the Partnership, Penn Octane Corporation (“Penn Octane”) and Central Energy, LP completed the transactions contemplated by the terms of a Securities Purchase and Sale Agreement, as amended. At closing, the Partnership sold 12,724,019 Common Units to Central Energy, LP for $3,950,000 and Penn Octane sold 100% of the limited liability company interests in the General Partner (“GP Interests”) to Central Energy, LP for $150,000 (“Sale”). As a result of the Sale, Penn Octane no longer has any interest in the General Partner or any control over the operations of the Partnership.

Effective November 26, 2013 CEGP Acquisition, LLC (“CEGP”) holds 55% of the issued and outstanding membership interests in the General Partner, and appoints five (5) of the nine (9) members of the Board of the General Partner. As a result, CEGP controls the General Partner. In addition, CEGP holds 3,000,000 Common Units, which represent 15.3% of the issued and outstanding Common Units of the Partnership. CEGP is a newly-formed Texas limited liability company controlled by John L. Denman, Jr. and G. Thomas Graves III. Upon completion of the CEGP Investment, Mr. Denman replaced Mr. Anbouba as CEO and President of the General Partner and Mr. Graves was appointed as the Chairman of the Board replacing Mr. Jerry V. Swank.

Basis of Presentation

The accompanying consolidated financial statements include the Partnership and its only operating subsidiary, Regional. We have two other subsidiaries that have no operations – Rio Vista Operating Partnership, LP (“RVOP”) and Rio Vista Operating GP LLC. All significant intercompany accounts and transactions are eliminated.

The unaudited consolidated balance sheet as of March 31, 2015, the unaudited consolidated statements of operations and statements of cash flows for the three months ended March 31, 2014 and 2015 and the unaudited consolidated statement of partners’ deficit for the three months ended March 31, 2015, have been prepared by us without audit. In our opinion, the unaudited consolidated financial statements include all adjustments (which include only normal recurring adjustments) necessary to present fairly the unaudited consolidated financial position as of March 31, 2015, the unaudited consolidated results of operations and the unaudited consolidated statements of cash flows for the three months ended March 31, 2014 and 2015 and the unaudited consolidated statement of partners’ deficit for the three months ended March 31, 2015.

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to the rules and regulations of the Securities Exchange Commission, although we believe that the disclosures made are adequate to make the information not misleading. These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission.

CENTRAL ENERGY PARTNERS LP AND SUBIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Certain reclassifications have been made to prior period balances to conform in the current presentation. All reclassifications have been consistently applied to the periods presented.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates, and such differences could be material.

Cash Equivalents

We consider all highly liquid investments with maturities of three months or less when purchased to be cash equivalents.

Financial Instruments

The fair values of our financial instruments, which may include cash, accounts receivable, accounts payable and long-term debt, approximate their carrying amounts.

Distributions of Available Cash

In March 2012, the General Partner and Unitholders holding more than a majority in interest of the Common Units of the Partnership voted to amend the Partnership Agreement to change the commencement of the payment of “Common Unit Arrearages” or “Cumulative Common Unit Arrearages” from the quarter beginning October 1, 2011 until an undetermined future quarter to be established by the General Partner. The impact of this amendment is that the Partnership is not obligated to Unitholders for unpaid minimum quarterly distributions until such time as the General Partner reinstates the obligation to make minimum quarterly distributions. Unitholders will only be entitled to minimum quarterly distributions arising from and after the date established by the General Partner for making such distributions.

Environmental Obligations

We are subject to various federal, state and local laws and regulations relating to the protection of the environment. We have established procedures for the ongoing evaluation of our operations, to identify potential environmental exposures, and to comply with regulatory policies and procedures. We account for environmental contingencies in accordance with ASC 450. Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and do not contribute to current or future revenue generation, are expensed. Liabilities for environmental contingencies are recorded when environmental assessments and/or clean-ups are probable and the costs can be reasonably estimated. We maintain insurance which may cover in whole or in part certain types of environmental contingencies. For the quarters ended March 31, 2014 and 2015, we had no environmental contingencies requiring specific disclosure or the recording of a liability.

Unit Based Compensation

We may issue options, warrants, rights or appreciation rights with respect to Common Units for any Partnership purpose, including to non-employees for goods and services and to acquire or extend debt, without approval of the Limited Partners. We apply the provisions of ASC 505 to account for such transactions. ASC 505 requires that such transactions be accounted for at fair value. If the fair value of the goods and services or debt related transactions are not readily measurable, the fair value of the options, warrants, rights or appreciation rights is used to account for such transactions. We did not record any unit-based payment costs for non-employees for the three months ended March 31, 2014 and 2015 under the fair-value provisions of ASC 505.

The Partnership applies ASC 718 for options, Common Units or other equity-based grants to our employees and directors of the General Partner. ASC 718 requires measurement of all employee unit-based payment awards using a fair-value method and recording of such expense in the consolidated financial statements over the requisite service period. The fair value concepts have not changed significantly in ASC 718; however, in adopting this standard, companies must choose among alternative valuation models and amortization assumptions. After assessing alternative valuation models and amortization assumptions, we will continue using both the Black-Scholes valuation model and straight-line amortization of compensation expense over the requisite service period for each separately vesting portion of the grant. We recorded equity-based costs for employees and directors of zero and $9,000, respectively, during the quarters ended March 31, 2014 and 2015 under the fair value provisions of ASC718. See “Note F – Unit Options and Equity Incentive Plan – Incentive Plans” below for information regarding equity-based grant authorizations made during the quarter ended March 31, 2015, none of which have been issued.

CENTRAL ENERGY PARTNERS LP AND SUBIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE B – PARTNERS’ DEFICIT

The number of Common Units outstanding at March 31, 2015 was 19,591,482. The Common Units represent 98% of the Partnership’s outstanding capital and 100% of the Partnership’s limited partnership interests. We are controlled by our general partner, Central Energy GP LLC, which holds the remaining 2% interest in the Partnership.

NOTE C –Loss Per Common UNIT

Losses incurred by Regional are allocated to the capital accounts of the holders of limited partnership interests (“Unitholders”) in the accompanying consolidated financial statements based on the overall Unitholder’s ownership interest in the Partnership even though such losses will not be recognized in the Unitholder’s Partnership capital accounts until the Partnership’s investment in Regional is realized. The Partnership Agreement provides that capital accounts of Unitholder’s of the Partnership cannot reflect a deficit balance, and that the General Partner shall be allocated any amount of losses not allocated to the Unitholder’s individual capital accounts.

Net loss per Common Unit is computed on the weighted average number of Common Units outstanding in accordance with ASC 260. During periods in which we incur losses, giving effect to common unit equivalents is not included in the computation as it would be antidilutive. The following tables present reconciliations from net loss per Common Unit to net loss per Common Unit assuming dilution (see Note F – Unit Options and Equity Incentive Plan):

	For the three months ended March 31, 2014
	(Loss) (Numerator)			Units (Denominator)		Per-Unit Amount

Net (loss) available to the Common Units	$	(306,000	)
Basic EPS
Net (loss) available to the Common Units		(306,000	)		19,066,482	$	(0.02	)
Effect of Dilutive Securities
Options		—			—
Diluted EPS
Net (loss) available to the Common Units		N/A			N/A		N/A

CENTRAL ENERGY PARTNERS LP AND SUBIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

	For the three months ended March 31, 2015
	(Loss) (Numerator)			Units (Denominator)		Per-Unit Amount

Net (loss) available to the Common Units	$	(649,000	)
Basic EPS
Net (loss) available to the Common Units		(649,000	)		19,591,482	$	(0.03	)
Effect of Dilutive Securities
Options		—			—
Diluted EPS
Net (loss) available to the Common Units		N/A			N/A		N/A

Allocation of Net Income

Our net loss is allocated to partners’ capital accounts in accordance with the provisions of the partnership agreement.

NOTE D - PROPERTY, PLANT AND EQUIPMENT

	December 31, 2014			March 31, 2015

Land	$	515,000		$	514,000
Terminal and improvements		5,826,000			5,848,000
Automotive equipment		1,297,000			1,297,000
		7,638,000			7,659,000
Less: accumulated depreciation and amortization		(4,168,000	)		(4,318,000	)
	$	3,470,000		$	3,341,000

Depreciation expense of property, plant and equipment totaled $137,000 and $151,000 for the three months ended March 31, 2014 and 2015, respectively.

NOTE E — DEBT OBLIGATIONS

	December 31, 2014		March 31, 2015
Long-term debt obligations were as follows:
Hopewell Note	$	2,500,000	$	2,439,000
		-		-
		2,500,000		2,439,000
Less current portion		2,112,000		2,439,000
	$	388,000	$	-

Hopewell Note

On March 20, 2013, Regional entered into a Term Loan and Security Agreement (“Hopewell Loan Agreement”) with Hopewell Investment Partners, LLC (“Hopewell”) pursuant to which Hopewell would loan Regional up to $2,500,000 (“Hopewell Loan”). Of this amount, $1,998,000 was advanced on March 20, 2013 and an additional $252,000 and $250,000 was advanced on March 26, 2013 and July 19, 2013, respectively. At the time the Hopewell Loan was obtained, William M. Comegys III was a member of the Board of Directors of the General Partner, as well as the managing member of Hopewell. As a result of this affiliation, the terms of the Hopewell Loan were reviewed by the Conflicts Committee of the Board of the General Partner. The committee determined that the Hopewell Loan was on terms better than could have been obtained from a third-party lender.

In connection with the Hopewell Loan, Regional issued Hopewell a promissory note (“Hopewell Note”) and granted Hopewell a security interest in all of Regional’s assets, including a first lien mortgage on the real property owned by Regional and an assignment of rents and leases and fixtures on the remaining assets of Regional. In connection with the Hopewell Loan, the Partnership delivered to Hopewell a pledge of the outstanding capital stock of Regional and the Partnership entered into an unlimited guaranty for the benefit of Hopewell. In addition, Regional and the Partnership entered into an Environmental Certificate with Hopewell representing as to the environmental condition of the property owned by Regional, agreeing to clean up or remediate any hazardous substances from the property, and agreeing, jointly and severally, to indemnify Hopewell from and against any claims whatsoever related to any hazardous substance on, in or impacting the property of Regional.

The Hopewell Loan matures on March 19, 2016 and carries a fixed annual rate of interest of 12%. Under the terms of the Hopewell Loan, Regional was required to make interest payments only beginning April 2013 through December 2014 and then 14 equal monthly payments of $56,000 (principal and interest) with a balloon payment of $2.044 million due on March 19, 2016. Per the Hopewell Loan Agreement, Regional is required to provide annual audited and certified quarterly financial statements to Hopewell. The failure to provide those financial statements as prescribed is an event of default, and Hopewell may, by written notice to Regional, declare the Hopewell Note immediately due and payable.

CENTRAL ENERGY PARTNERS LP AND SUBIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In 2014 there were two amendments made to the Hopewell Loan. Both amendments were for the extension of the date for principal payments to be made, which ultimately began in January 2015. At April 30, 2015, Regional was current on all payments due and owing to Hopewell.

NOTE F – UNIT OPTIONS AND EQUITY INCENTIVE PLAN

Incentive Plans

On March 9, 2005, we established the 2005 Equity Incentive Plan of Rio Vista Energy Partners L.P. (“2005 Plan”). The 2005 Plan permits the grant of options, appreciation rights, restricted common units and phantom units of Common Units of the Partnership to any person who is an employee or director of, or consultant to, the Partnership or the General Partner or any affiliate of the Partnership (the “Partnership Entities”). The plan provides anti-dilution protection as determined by the Compensation Committee for a combination, exchange or extra-ordinary distribution of Common Units, or reorganization, recapitalization or any similar event affecting the Common Units or other securities of the Partnership. There were 750,000 Common Units authorized for issuance as awards under the 2005 Plan. The 2005 Plan remained available for the grant of awards until March 9, 2015.

On March 26, 2014, the Board of Directors of the General Partner authorized and approved the 2014 Long-Term Incentive Plan of Central Energy Partners, LP (“2014 Plan”). The 2014 Plan permits the grant of incentive and non-incentive Common Unit Options, Common Unit Appreciation Rights, Restricted Common Unit Grants, Common Units, Common Unit Value Equivalents and Substitute Awards to employees and directors of the Partnership Entities. The Compensation Committee may grant the recipient of an award, other than a Common Unit grant, the right to receive an amount equal to the minimum quarterly distributions associated with the Common Units which are the subject of an award. All awards, except an outright grant of Common Units, are subject to forfeiture upon termination of an executive officer, employee or director for any reason unless the Compensation Committee establishes other criteria in the award grant. The 2014 Plan provides anti-dilution protection for the recipient of an award in the case of a reorganization, combination, exchange or extra-ordinary distribution of Common Units, a merger, consolidation or combination of the Partnership with another entity, or a “change of control” of the Partnership or the General Partner. The 2014 Plan remains in effect until December 31, 2023, unless sooner terminated by the Board of Directors of the General Partner in accordance with its terms. The 2014 Plan authorizes the issuance of up to 3,300,000 Common Units, subject to amendment to increase the amount of authorized Common Units. As a result of the grant of 1,350,000 Common Units to executive officers of the General Partner, Regional, and directors of the General Partner in May 2014, there are 1,950,000 Common Units remaining for issuance under the 2014 Plan as of March 31, 2015.

Each of the 2005 Plan and the 2014 Plan are administered by the Compensation Committee of the Board. In addition, the Board may exercise any authority of the Compensation Committee under the 2005 Plan. The Compensation Committee has broad discretion in issuing awards under either plan and amending or terminating either plan. Under the terms of the Partnership Agreement, no approval of either the 2005 Plan or the 2014 Plan by the Limited Partners of the Partnership is required.

NOTE G - COMMITMENTS AND CONTINGENCIES

Legal Proceedings

We are involved with legal proceedings, lawsuits and claims in the ordinary course of our business. We believe that the liabilities, if any, ultimately resulting from such proceedings, lawsuits and claims should not materially affect its consolidated financial results.

Leases

Penske Truck Lease

Effective January 18, 2012, Regional entered into a Vehicle Maintenance Agreement (“Maintenance Agreement”) with Penske Truck Leasing Co., L. P. (“Penske”) for the maintenance of its owned tractor and trailer fleet. The Maintenance Agreement provides for (i) fixed servicing as described in the agreement, which is basically scheduled maintenance, at the fixed monthly rate for tractors and for trailers and (ii) additional requested services, such as tire replacement, mechanical repairs, physical damage repairs, towing and roadside service and the provision of substitute vehicles, at hourly rates and discounts set forth in the agreement. Pricing for the fixed services is subject to upward adjustment for each rise of at least one percent (1%) for the Consumer Price Index for All Urban Consumers for the United States published by the United States Department of Labor. The term of the Maintenance Agreement is 84 months from the date a vehicle is placed in service and subject to the agreement. Regional is obligated to maintain liability insurance coverage on all vehicles naming Penske as a co-insured and indemnifying Penske for any loss it or its representatives may incur in excess of the insurance coverage. Penske has the right to terminate the Maintenance Agreement for any breach by Regional upon 60 days written notice, including failure to pay timely all fees owing Penske, maintenance of Regional’s insurance obligation or any other breach of the terms of the agreement.

CENTRAL ENERGY PARTNERS LP AND SUBIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

During April 2015, in connection with Regional’s sale of its owned tractor and trailer fleet (see Note N), Regional notified Penske that it was terminating the Maintenance Agreement with respect to the owned tractor and trailer fleet.

On February 17, 2012, Regional entered into a Vehicle Lease Service Agreement with Penske for the outsourcing of 20 new Volvo tractors (“Leased Tractors”) to be acquired by Penske and leased to Regional, and the outsourcing of the maintenance of the Leased Tractors to Penske (“Lease Agreement”). Under the terms of the Lease Agreement, Regional made a $90,000 deposit, the proceeds for which were obtained from the sale of six of Regional’s owned tractors, and will pay a monthly lease fee per tractor and monthly maintenance charge (“Maintenance Charge”) which is based on the actual miles driven by each Leased Tractor during each month. The Maintenance Charge covers all scheduled maintenance, including tires, to keep the Leased Tractors in good repair and operating condition. Any replacement parts and labor for repairs which are not ordinary wear and tear shall be in accordance with Penske fleet pricing, and such costs are subject to upward adjustment on the same terms as set forth in the Maintenance Agreement. Penske is also obligated to provide roadside service resulting from mechanical or tire failure. Penske will obtain all operating permits and licenses with respect to the use of the Leased Tractors by Regional.

The term of the Lease Agreement is for seven years. The Leased Tractors were delivered by Penske during May 2012 and June 2012. Under the terms of the Lease Agreement, Regional (i) may acquire any or all of the Leased Tractors after the first anniversary date of the Lease Agreement based on the non-depreciated value of the tractor and (ii) has the option after the first anniversary date of the Lease Agreement to terminate the lease arrangement with respect to as many as five of the Leased Tractors leased based on a documented downturn in business. On May 31, 2013, Regional notified Penske of its intent to terminate the lease arrangement effective June 15, 2013, for five tractors as provided for in the Lease Agreement as a result of the decline in Regional’s transportation business. In January 2015, Regional approached Penske about terminating the lease arrangement for an additional five tractors due to a continued decline in its hauling business. Penske agreed to terminate the lease for the five tractors at a cost of approximately $30,000 ($6,000 per tractor), which amount was paid in three monthly installments commencing in January 2015. In addition, five more tractors were turned in during April 2015 at a cost of $45,000 ($9,000 per tractor), which amount is payable in three monthly installments. As a result of these partial terminations, Regional now leases 5 tractors pursuant to the Lease Agreement (see Note N). Regional is obligated to maintain liability insurance coverage on all remaining vehicles covered by the Lease Agreement on the same basis as in the Maintenance Agreement.

NOTE H – MAJOR CUSTOMERS AND CONCENTRATIONS OF CREDIT RISK

Major Customers

For the three months ended March 31, 2015, Suffolk Sales, MeadWestvaco Specialty Chemicals, Inc., and Associated Asphalt Hopewell, LLC, accounted for approximately 30%, 20% and 20% of Regional’s revenues, respectively, and approximately 20%, 49% and 1% of Regional’s accounts receivable, respectively.

Concentrations of Credit Risk

The balance sheet items that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. We maintain cash balances in different financial institutions. Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $250,000 per institution. At March 31, 2015, we did not have any cash balances in financial institutions in excess of FDIC insurance coverage. Concentrations of credit risk with our accounts receivable are mitigated by our ongoing credit evaluations of its customers.

CENTRAL ENERGY PARTNERS LP AND SUBIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE I — INCOME TAXES

Federal Tax Liabilities

Failure to File Electronically and Delivery of Schedules K-1 to Unitholders

During November 2013, we received a notice from the IRS that we were liable for penalties (“2012 IRS Penalties”) of approximately $296,000 in connection with the late filing of the 2012 federal partnership tax return (“2012 Tax Return”) and approximately $142,000 in connection with failing to file the 2012 Tax Return electronically. During January 2014, we submitted an appeal to the IRS to have the 2012 IRS Penalties removed. On February 25, 2014, we received written notice from the IRS that the appeal of the late filing penalty was approved and the appeal of the failure to file the 2012 Tax Return electronically was denied. We believe that there existed reasonable cause for the Partnership’s failure to file the 2012 Tax Return electronically and as a result we intend to appeal the decision to deny. We have accrued a reserve of $142,000 in connection with the remaining 2012 IRS Penalties.

There can be no assurance that our request for relief from the remaining outstanding 2012 IRS Penalties will be approved by the IRS or that we will have adequate financial resources to pay the remaining outstanding 2012 IRS Penalties.

NOTE J — RELATED PARTY TRANSACTIONS

The General Partner has a legal duty to manage the Partnership in a manner beneficial to the Partnership’s Unitholders. However, the General Partner also has a legal duty to manage its affairs in a manner that benefit its members. This can create a conflict of interest between the Unitholders of the Partnership and the members of the General Partner. The Partnership Agreement provides certain requirements for the resolution of conflicts, but also limits the liability and reduces the fiduciary duties of the General Partner to the Unitholders. The Partnership Agreement also restricts the remedies available to Unitholders for actions that might otherwise constitute breaches of the General Partner’s fiduciary duty.

Advances from General Partner

All funds advanced to the Partnership by the General Partner since November 17, 2010 have been treated as a loan pursuant to the terms of an intercompany demand promissory note effective March 1, 2012, and amended during March 2014 and November 2014. The intercompany demand note provides for advances from time to time by the General Partner to the Partnership of up to $5,000,000. Repayment of such advances, together with accrued and unpaid interest, is to be made in 12 substantially equal quarterly installments starting with the quarter ended March 31, 2016. The note bears interest at 10% per annum. At March 31, 2015, the total amount owed to the General Partner by the Partnership, including accrued interest, was $4,922,000.

Intercompany Loans and Receivables

Regional Acquisition Funding

In connection with the Regional acquisition, on July 26, 2007 Regional issued to the Partnership a promissory note in the amount of $2,500,000 (“Central Promissory Note”) in order to provide the remaining funding needed to complete the acquisition of Regional. Interest on the Central Promissory Note is 10% annually and such interest is payable quarterly. The Central Promissory Note is due on demand. Regional has not made an interest payment on the Central Promissory Note since its inception. Interest is accruing but unpaid. The balance on the note at March 31, 2015 is $4,421,000. The payment of this amount is subordinated to the payment of the Hopewell Note by Regional.

Other Advances

In addition to the Central Promissory Note, there have been other intercompany net advances made from time to time from the Partnership and/or RVOP to Regional. These intercompany amounts were historically evidenced by book entries. Effective March 1, 2012, Regional and the Partnership entered into an intercompany demand promissory note incorporating all advances made as of December 31, 2010 and since that date. The note bears interest at the rate of 10% annually from January 1, 2011. At March 31, 2015, the intercompany balance owed by Regional to the Partnership and/or RVOP is approximately $3,369,000, which includes interest. This amount is due to the Partnership and RVOP on demand; however, as is the case with the Central Promissory Note, payment of these amounts is also subordinated to payment of the Hopewell Note by Regional.

Allocated Expenses Charged to Subsidiary

Regional is charged for direct expenses paid by the Partnership on its behalf, as well as its share of allocable overhead for expenses incurred by the Partnership which are indirectly attributable to Regional related activities. For the three months ended March 31, 2014 and 2015, Regional recorded allocable expenses of $65,000 and $43,000, respectively.

CENTRAL ENERGY PARTNERS LP AND SUBIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Reimbursement Agreements

Effective November 17, 2010, the Partnership moved its principal executive offices to Dallas, Texas. Pursuant to a month-to-month Reimbursement Agreement, from November 2010 through December 2013, the Partnership reimbursed AirNow Compression Systems, LTD (“Airnow”), an affiliate of Imad K. Anbouba, the General Partner’s Chief Executive Officer and President until November 2013, for the monthly payment of allocable “overhead costs,” which included rent, utilities, telephones, office equipment and furnishings attributable to the space utilized by employees of the General Partner. Effective December 31, 2013, in connection with the CEGP Investment and the resulting change in control of the General Partner, the Partnership moved its principal executive offices to another office location within Dallas, Texas that is leased from Katy Resources LLC (“Katy”), an entity controlled by G. Thomas Graves III, the Chairman of the Board of the General Partner. As a result, the Reimbursement Agreement with Airnow was terminated and the Partnership entered into a new reimbursement agreement with Katy on a month-to-month basis for reimbursement of allocable “overhead costs” and can be terminated by either party on 30 day’s advance written notice.

Effective January 1, 2011, the Partnership entered into an identical agreement with Rover Technologies LLC, a limited liability company affiliated with Ian Bothwell, the General Partner’s Executive Vice President and the President of Regional, located in Manhattan Beach, California. Mr. Bothwell is a resident of California and lives in Manhattan Beach. Since June 2012, Regional has been directly charged for its allocated portion of Rover Technologies LLC’s expenses. In connection with the CEGP Investment, the Partnership reimbursed Rover Technologies LLC for the outstanding unpaid overhead costs associated with this agreement as of the closing date of the CEGP Investment. For the three months ended March 31, 2014 and 2015, expenses billed in connection with the Katy and Rover agreements were $22,000 and $18,000, respectively.

NOTE K — REALIZATION OF ASSETS

Our unaudited consolidated balance sheets have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate our continuation as a going concern. However, currently the General Partner’s cash reserves are limited and the remaining available amounts (approximately $530,000 at May 6, 2015) are intended to be used to fund the Partnership’s ongoing working capital requirements, including necessary funding of working capital for Regional. In connection with the Hopewell Note, Regional is currently required to make equal monthly payments of $56,000 (principal and interest) each month starting January 2015 until March 2016 at which time a balloon payment of $2,044,000 will be due. Payments under the Hopewell Note could be accelerated in the event of a default. The amount of penalties related to the remaining 2012 Tax Return are $142,000 and will be required to be paid if the Partnership’s appeal is unsuccessful. Since the closing of the CEGP Investment, Messrs. Denman, Graves and Weir have agreed to forego receipt of any compensation as a result of concerns over the Partnership’s and the General Partner’s available cash resources. In addition, during December 2013, the President of Regional agreed to have a portion of his annual salary paid on each anniversary of his employment agreement. All of Central’s assets are pledged as collateral for the Hopewell Loan, and therefore, Central is unable to obtain additional financing collateralized by those assets without repayment of the Hopewell Loan. In addition, the Partnership has obligations under existing registration rights agreements. These rights may be a deterrent to any future equity financings.

In March 2015, management determined that it was in the best interest of the Partnership to terminate Regional’s hauling business due to continuing losses from its operations. As a result, Regional sold all of its owned hauling equipment assets (see Note N below) and agreed to return its remaining ten leased tractors to Penske. Five tractors were returned to Penske during April 2015 at a cost of $45,000 ($9,000 per tractor), which amount is payable in three monthly installments. Regional is in discussions with the lessor of its remaining seven leased tanker trailers regarding termination of that lease.

In view of the matters described in the preceding paragraphs, recoverability of the recorded asset amounts shown in the accompanying consolidated balance sheet assumes that (1) Regional does not continue to experience any significant disruptions in storage revenues resulting from the timing of termination of storage tank lease agreements and identifying replacement customers and/or disruptions resulting from the performance of maintenance, improvements or repairs on its facilities, (2) the Partnership identifies an accretive acquisition opportunity to replace the reduced revenues of Regional, (3) obligations to the Partnership’s or Regional’s creditors are not accelerated, (4) there is adequate funding available to Regional to complete required maintenance, improvements and repairs to its facilities, (5) the Partnership’s and Regional’s operating expenses remain at current levels, (6) Regional obtains additional working capital to meet its contractual commitments through future advances by the Partnership or a refinancing of the Hopewell Loan, and/or (7) the Partnership is able to receive future distributions from Regional or future advances from the General Partner in amounts necessary to fund working capital until an acquisition or other financing transaction is completed by the Partnership.

CENTRAL ENERGY PARTNERS LP AND SUBIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

There is no assurance that the Partnership and/or Regional will be able to complete an accretive acquisition transaction or otherwise obtain sufficient working capital to cover ongoing cash requirements. Without sufficient cash reserves, the Partnership’s ability to pursue additional acquisition transactions will be adversely impacted. As of May 6, 2015, Central had only $530,000 of available cash to meet its capital needs. Furthermore, despite significant effort, the Partnership has thus far been unsuccessful in completing an acquisition transaction. There can be no assurance that the Partnership will be able to complete an accretive acquisition or otherwise find additional sources of working capital. If an acquisition transaction cannot be completed or if additional funds cannot otherwise be raised, the Partnership and/or Regional would be required to seek other alternatives which could include the sale of additional assets, closure of operations and/or protection under U.S. bankruptcy laws.

NOTE L - 401K

Regional sponsors a defined contribution retirement plan (“401(k) Plan”) covering all eligible employees effective November 1, 1988. The 401(k) Plan allows eligible employees to contribute, subject to Internal Revenue Service limitations on total annual contributions, up to 60% of their compensation as defined in the 401(k) Plan, to various investment funds. Regional matches, on a discretionary basis, 50% of the first 6% of employee contributions. Furthermore, Regional may make additional contributions on a discretionary basis at the end of the Plan year for all eligible employees.

NOTE M - SEGMENT INFORMATION

We report segment information in accordance with ASC 280. Under ASC 280, all publicly traded companies are required to report certain information about the operating segments, products, services and geographical areas in which they operate and their major customers. Operating segments are components of a company for which separate financial information is available that is evaluated regularly by management in deciding how to allocate resources and assess performance. This information is reported on the basis that it is used internally for evaluating segment performance. We had only one operating segment (transportation and terminaling business of Regional) during the three months ended March 31, 2014 and 2015. The following are amounts related to the transportation and terminaling business included in the accompanying consolidated financial statements for the three months ended March 31, 2014 and 2015 and at December 31, 2014 and March 31, 2015:

	Three Months Ended March 31,
	2014			2015

Revenue from external customers	$	1,297,000		$	909,000
Interest expense	$	196,000		$	211,000
Depreciation and amortization	$	137,000		$	151,000
Income tax (expense)	$	-		$	-
Net (loss)	$	(190,000	)	$	(586,000	)

	December 31, 2014			March 31, 2015
Total assets	$	8,224,000		$	8,129,000

NOTE N – SUBSEQUENT EVENT

Sale of Hauling Equipment Assets

During April 2015, Regional sold all of its owned hauling equipment assets consisting of 41 tankers and 5 tractors for proceeds totaling $715,000 (“Sale”). As a result of the Sale, Regional’s remaining hauling equipment consists of five leased tractors from Penske and seven leased tankers. Regional expects that it will cease all trucking related operations during the quarter ended June 30, 2015 and that it will be responsible for costs associated with early termination of the leases. Regional estimates that the cost to turn in the remaining five leased Penske tractors will be approximately $80,000 (“Lease Termination Costs”). Regional expects that deposits currently held by Penske to secure payment obligations of under the Penske Lease of $90,000 will be returned to Regional once all payments owing to Penske, including the Lease Termination Costs, have been paid. The proceeds from the Sale were used for working capital. In connection with the Sale, Regional obtained a release from Hopewell to complete the Sale and to utilize the proceeds for working capital. During the quarter ended June 30, 2015, Regional estimates it will record a gain of approximately $256,000 before taxes in connection with the Sale.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of Central's liquidity and capital resources should be read in conjunction with our unaudited consolidated financial statements and related notes thereto appearing elsewhere herein.

Current Assets and Operations

Regional

On July 27 2007, we acquired the business of Regional Enterprises, Inc., a Virginia corporation. Regional has provided liquid bulk storage, transportation and railcar trans-loading of bulk liquids, including hazardous chemicals and petroleum products, to its customers for over 40 years. Regional’s facilities are located on the James River in Hopewell, Virginia, where it receives bulk chemicals and petroleum products from ships and barges into approximately 10 million gallons of available storage tanks for delivery throughout the mid-Atlantic region of the United States. Regional also receives product from a rail spur which is capable of receiving 18 rail cars at any one time for the trans-loading of chemical and petroleum liquids. In addition to its facility-based services, Regional also provides transportation services to certain customers for whom Regional provides storage services and to customers for products which don’t originate at any of Regional’s terminal facilities (see below). The hazardous materials and petroleum products stored, trans-loaded and transported by Regional are owned by its customers at all times.

In connection with the continued decline in Regional’s hauling services Revenues to levels which were not profitable, and to improve overall cash flow, Regional began taking steps during the quarter ended March 31, 2015 to reduce the amount of fixed and variable obligations associated with that segment. As described below, Regional turned in a total of 10 additional Penske Leased Tractors during the period January 1, 2015 through April 30, 2015 and expects that it will turn it the remaining 5 Penske leased tractors by the quarter ended June 30, 2015. In addition, during April 2015, Regional sold its owned tractor and trailer fleet. As a result of the above, Regional will no longer provide hauling related services. Regional expects that the termination of the unprofitable hauling services segment will improve its overall cash flow.

Regional’s revenues for the three months ended March 31, 2014 and 2015 were divided as set forth below. All dollar amounts are in thousands.

	Three Months Ended March 31,
	2014					2015
	Revenue		%			Revenue			%
Hauling	$	552		43	%	$	343			38	%
Storage		506		39	%		486			53	%
Terminal		239		18	%		82			9	%
Other		-		0	%		(2	)		0	%
Total	$	1,297		100	%	$	909			100	%

Results of Operations

The unaudited consolidated results of operations from continuing operations during the three months ended March 31, 2014 and 2015, reflect the results associated with Regional’s storage, trans-loading and transportation business of refined petroleum and petrochemical products and all indirect income and expenses of the Partnership.

Three Months Ended March 31, 2015 and 2014 (all amounts in thousands)

																			Change Three Months Ended
	Three Months Ended									Three Months Ended									March 31, 2015 versus
	March 31, 2015									March 31, 2014									March 31, 2014
	Regional			Corporate			Total			Regional			Corporate			Total			Regional			Corporate			Total

Revenues	$	909		$	-		$	909		$	1,297		$	-		$	1,297		$	(388	)	$	-		$	(388	)
Costs Of Goods Sold	$	984		$	-		$	984		$	1,007		$	-		$	1,007			(23	)		-			(23	)
Gross Profit	$	(75	)	$	-		$	(75	)	$	290		$	-		$	290			(365	)		-			(365	)
Selling, General and Administrative Expenses	$	300		$	92		$	392		$	284		$	218		$	502			16			(126	)		(110	)
Operating Income (Loss)	$	(375	)	$	(92	)	$	(467	)	$	6		$	(218	)	$	(212	)		(381	)		126			(255	)
Interest Expense, net	$	(83	)	$	(112	)	$	(195	)	$	(85	)	$	(15	)	$	(100	)		2			(97	)		(95	)
Gain On Sale Of Tractors	$	-		$	-		$	-		$	-		$	-		$	-			-			-			-
Income (Loss) Before Taxes	$	(458	)	$	(204	)	$	(662	)	$	(79	)	$	(233	)	$	(312	)		(379	)		29			(350	)
Provision (Benefit) For Income Taxes	$	-		$	-		$	-		$	-		$	-		$	-			-			-			-
Net Income (Loss)	$	(458	)	$	(204	)	$	(662	)	$	(79	)	$	(233	)	$	(312	)	$	(379	)	$	29		$	(350	)

Revenues. Our revenues for the three months ended March 31, 2015 were $388,000 lower than the revenues for the three months ended March 31, 2014. The 30% drop in revenues was due to a major decline in the hauling and terminal business. Regional sold substantially all of its hauling assets in April 2015 as more fully described in “Note N – Subsequent Events”. As a result of the sale there will be a major drop in hauling revenue in future periods.

Cost of Goods Sold. Our cost of goods sold for the three months ended March 31, 2015 were $984,000 compared with $1,007,000 for the three months ended March 31, 2014, a decrease of $23,000 (2.3%). The variance was minimal and in line with our forecast.

Selling, General and Administrative Expenses. Selling, general and administrative expenses (“SG&A”) during the three months ended March 31, 2015 were $392,000 compared to $502,000 for the three months ended March 31, 2014, a decrease of $110,000 (21.9%). The decrease was the result of higher professional fees in connection with the closing of the CEGP Acquisition, LLC (“CEGP”) investment during the three months ended March 31, 2014 compared with the three months ended March 31, 2015.

Liquidity and Capital Resources

Since May 2009, the Partnership’s sole operating subsidiary has been Regional. At the time of the Sale, the General Partner anticipated the need for cash reserves sufficient to allow the Partnership to regain compliance with its delinquent tax and financial reporting requirements and to fund corporate overhead for a reasonable period of time while it identified and completed the acquisition of additional assets that would provide sufficient liquidity to fund its future operations and the various costs incurred by the General Partner in operating the Partnership (including the compliance costs associated with being a publicly-registered entity), acquisition costs (including costs associated with identifying and valuing acquisition targets, performing due diligence reviews and documenting a potential transaction) and other governance activities associated with a publicly-traded entity. Those funds were exhausted by September 2012 without the completion of an acquisition.

In September 2012, the Board of the General Partner recommended the issuance of 12,000 units representing membership interests in the General Partner (“Units”) at a price of $50.00 per Unit, to raise $600,000 to fund the working capital needs of Central. This recommendation was approved by the requisite number of members of the General Partner on September 14, 2012, pursuant to the terms of the Company Agreement of the General Partner. As of October 30, 2012, the offered Units were fully subscribed. The offer of the Units was made in accordance with Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). No placement agent or broker was involved in the transaction. By June 2013, Central had exhausted all available cash resources from operations and advances made by the General Partner from the private placement of the Units described above without completing an accretive acquisition.

On November 26, 2013, the Partnership, the General Partner and CEGP executed a definitive Purchase and Sale Agreement (“PSA”) and certain other transaction documents which provided for: (1) the sale of a 55% interest in the General Partner to CEGP through the purchase of newly issued membership interests of the General Partner by CEGP and the issuance of 3,000,000 Common Units to CEGP (“CEGP Investment”); (2) the issuance of performance warrants that provide the holders thereof with the opportunity, but not the obligation, to acquire, in the aggregate, an additional 3,000,000 Common Units at an exercise price of $0.093478, subject to adjustment, in the event the Partnership successfully completes one or more asset acquisition transactions with an aggregate gross purchase price of at least $20 million within 12 months after closing, which have now expired (“Performance Warrants”); (3) amending and restating the Registration Rights Agreement; (4) amending and restating the Company Agreement; and (5) amending and restating the Partnership Agreement. The aggregate purchase price for the 55% membership interest in the General Partner, the issuance of the 3,000,000 Common Units and the Performance Warrants was $2,750,000 (the “Purchase Price”). At the closing of the transaction, net proceeds of $2,350,000 were delivered to the General Partner and the Partnership (the Purchase Price less credits totaling $400,000 for prior payments received on July 19, 2013 and August 19, 2013 by the Partnership in connection with stand-still agreements in place until the execution of the PSA. Of the total Purchase Price, the amount of $280,434 was allocated to the price paid for the 3,000,000 Common Units and $2,469,566 was allocated to the value of the 55% membership interest in the General Partner, which was represented by 136,888.89 units issued to CEGP.

By August 2014, the proceeds from the CEGP Investment were essentially exhausted and the Board of the General Partner recommended the issuance of 15,000 Units of the General Partner at a price of $50.00 per Unit, the proceeds of which were to be used to fund working capital needs of Central. This recommendation was approved by the requisite number of members of the General Partner on August 7, 2014 pursuant to the terms of the Company Agreement of the General Partner. As of November 3, 2014, the offered Units were fully subscribed. The offer and sale of the Units was made in accordance with Section 4(2) of the Securities Act. No placement agent or broker was involved in the transaction. By March 31, 2015, substantially all of the proceeds from this private placement of General Partner Units had been exhausted.

At March 31, 2015, Central had $106,000 of available cash. This amount has been increased from the proceeds of the Asset Sale. At May 6, 2015, Central had $560,000 of available cash to meet its capital needs, including the payment of principal and interest due to Hopewell in the amount of $56,000 per month through March 2016. Absent the Partnership’s ability to complete an accretive acquisition or raise additional capital from a financing transaction, the Partnership and/or Regional would be required to seek other alternatives which could include the sale of additional assets, closure of operations and/or protection under U.S. bankruptcy laws.

Tax Liabilities

Failure to File Electronically and Delivery of Schedules K-1 to Unitholders

During November 2013, we received a notice from the IRS that we were liable for penalties (“2012 IRS Penalties”) of approximately $296,000 in connection with the late filing of the 2012 federal partnership tax return (“2012 Tax Return”), and approximately $142,000 in connection with failing to file the 2012 Tax Return electronically. During January 2014, we submitted an appeal to the IRS to have the 2012 IRS Penalties removed. On February 25, 2014, we received written notice from the IRS that the appeal of the late filing penalty was approved, and the appeal of the failure to file the 2012 Tax Return electronically was denied. We believe that there existed reasonable cause for the Partnership’s failure to file the 2012 Tax Return electronically and as a result we intend to appeal the decision to deny. During the year ended December 31, 2013, we have accrued a reserve of $142,000 in connection with the remaining 2012 IRS Penalties. There can be no assurance that our request for relief from the remaining outstanding 2012 IRS Penalties will be approved by the IRS or that we will have adequate financial resources to pay the remaining outstanding 2012 IRS Penalties.

Disputes

We may be involved with other proceedings, lawsuits and claims in the ordinary course of its business. We believe that the liabilities, if any, ultimately resulting from such proceedings, lawsuits and claims should not materially affect our consolidated financial results.

Debt Obligations

Hopewell Note

Advances from General Partner

Intercompany Notes

Regional. In connection with the Regional acquisition, on July 26, 2007 Regional issued to the Partnership a promissory note in the amount of $2,500,000 (“Central Promissory Note”) in order to provide the remaining funding needed to complete the acquisition of Regional. Interest on the Central Promissory Note is 10% annually and such interest is payable quarterly. The Central Promissory Note is due on demand. Regional has not made an interest payment on the Central Promissory Note since its inception. Interest is accruing but unpaid. The balance on the note at March 31, 2015 is $4,421,000. The payment of this amount is subordinated to the payment of the Hopewell Note by Regional.

Other Advances. In addition to the Central Promissory Note, there have been other intercompany net advances made from time to time from the Partnership and/or RVOP to Regional. These intercompany amounts were historically evidenced by book entries. Effective March 1, 2012, Regional and the Partnership entered into an intercompany demand promissory note incorporating all advances made as of December 31, 2010 and since that date. The note bears interest at the rate of 10% annually from January 1, 2011. At March 31, 2015, the intercompany balance owed by Regional to the Partnership and/or RVOP is approximately $3,369,000, which includes interest. This amount is due to the Partnership and RVOP on demand; however, as is the case with the Central Promissory Note, payment of these amounts is also subordinated to payment of the Hopewell Note by Regional.

Material Agreements

Tank Storage and Terminal Services Agreement

Regional currently has approximately 10 million gallons of storage capacity at its Hopewell facility. Of this amount, approximately 9 million gallons were leased under various agreements at March 31, 2015. Active negotiations are ongoing to lease approximately 1,000,000 gallons of capacity, and it is expected that these negotiations will be completed successfully during the second quarter of 2015.

Equipment Leases

Reimbursement Agreements

Allocated Expenses Charged to Subsidiary

Registration Rights Agreements

Effective as of August 1, 2011, the Partnership and the limited partners of Central Energy, LP executed a Registration Rights Agreement. The Registration Rights Agreement was prepared and signed by the parties as a part of the transaction consummated on November 17, 2010 pursuant to which Central Energy, LP, an affiliate of the General Partner, acquired 12,724,019 Common Units of the Partnership. On May 26, 2011, Central Energy, LP distributed 12,724,019 Common Units to its limited partners pursuant to the terms of the Central Energy, LP partnership agreement. As a result, Central Energy, LP no longer holds any Common Units of the Partnership. The limited partners of Central Energy, LP, which are also the members of the General Partner, are referred to herein as the “Purchasers.”

The Registration Rights Agreement provides the Purchasers with shelf registration rights and piggyback registration rights, with certain restrictions, with respect to the Common Units held by them (“Registrable Securities”). The Partnership is required to file a shelf registration statement with the SEC on behalf of the Purchasers as soon as practicable after April 15, 2012 and maintain an effective shelf registration statement with respect to the Registrable Securities until the earlier to occur of (1) all securities registered under the shelf registration statement have been distributed as contemplated in the shelf registration statement, (2) there are no Registrable Securities outstanding or (3) two years from the dated on which the shelf registration statement was first filed. The piggyback registration rights permit a Purchaser to elect to participate in an underwritten offering of the Partnership’s securities other than a registration statement filed in connection with the registration of the Partnership’s securities relating solely to (1) employee benefit plans or (2) a Rule 145 transaction. The amount of Registrable Securities that the Purchasers can offer for sale in a piggyback registration is subject to certain restrictions as set forth in the Registration Rights Agreement.

In connection with the CEGP Investment, CEGP and each of the Warrant Purchasers were added as a Holder of Registrable Securities to the Registration Rights Agreement. In order to include CEGP and the Warrant Purchasers as parties to the Registration Rights Agreement, the parties agreed to amend and restate the Registration Rights Agreement in its entirety. The Amended and Restated Registration Rights Agreement (“Registration Rights Agreement”) was approved by more than the needed majority of the parties to the agreement on November 20, 2013, and Registration Rights Agreement became effective upon its execution by all parties on November 26, 2013. The major changes incorporated into the Registration Rights Agreement include the following:

The holders of Registrable Securities were redefined to include CEGP, each Warrant Purchaser and the members of the General Partner holding Common Units.

The holders were granted two demand registration rights, with certain restrictions, and piggyback registration rights with respect to Common Units held by each of them.

The Partnership is required to file a shelf registration statement with the SEC on behalf of the holders within 180 days after it becomes eligible to use Form S-3 and maintain as effective such shelf registration statement with respect to the Registrable Securities until the earlier to occur of: (1) all securities registered under the shelf registration statement have been distributed as contemplated in the shelf registration statement; (2) there are no Registrable Securities outstanding; or (3) three years from the date on which the shelf registration statement was first filed. At the present time the Partnership is not eligible to file a registration statement using Form S-3 since its market capitalization does not meet the threshold established by the SEC.

The demand registration rights permit the holders of at least 3,000,000 of the Registrable Securities to demand that the Partnership file a registration statement to register such holders’ Registrable Securities and those of all other holders who elect to sell Registrable Securities, subject to certain conditions including the right of the Partnership to postpone a demand registration in the event that such demand would (i) materially interfere with a significant acquisition, merger, consolidation or reorganization involving the Partnership, (ii) require the premature disclosure of material information regarding the Registrant, or (iii) render the Partnership unable to comply with requirements of the Securities Act or the Exchange Act of 1934 and the rules and regulations promulgated thereunder. The piggyback registration rights permit a holder to elect to participate in an underwritten offering of the Partnership’s Common Units or other registrable securities. The amount of Registrable Securities that the holders can offer for sale in a piggyback registration is subject to certain restrictions as set forth in the Registration Rights Agreement.

We are required to pay all costs associated with the shelf registration, any piggyback registration or an underwritten offer except for the underwriting fees, discounts and selling commission, transfer taxes (if any) applicable to the sale of the Registrable Securities, and fees and disbursements of legal counsel for any Purchaser. We are also indemnifying the Purchasers and their respective directors, officers, employees, agents, managers and underwriters, pursuant to an applicable underwriting agreement with such underwriter, from any losses, claims, damages, expenses or liabilities (1) arising from any untrue statement or alleged untrue statement of a material fact contained in the shelf registration statement or any other registration statement relating to the Registrable Securities or (2) the omission or alleged omission to state in such registration statement a material fact required to be stated therein or necessary to make the statements therein not misleading.

The Registration Rights Agreement also prohibits us from entering into a similar agreement which would be inconsistent with the rights granted in the Registration Statement or provide any other holder of the Partnership’s securities rights that are more favorable than those granted to Purchasers without the prior written approval of Purchasers holding a majority of the Registrable Securities.

Given our current financial condition, as well as the current bid/ask price of the Common Units, we do not anticipate filing the shelf registration statement for the foreseeable future. We will seek to amend the Registration Rights Agreement to extend such filing requirement to a later date.

Realization of Assets

All of Central’s assets are pledged as collateral for the Hopewell Loan, and therefore, Central is unable to obtain additional financing collateralized by those assets without repayment of the Hopewell Loan. In addition, the Partnership has obligations under existing registration rights agreements. These rights may be a deterrent to any future equity financings.

In March 2015, management determined that it was in the best interest of the Partnership to terminate Regional’s hauling business due to continuing losses from its operations. As a result, Regional sold all of its owned hauling equipment assets (see Note N) and agreed to return its remaining ten leased tractors to Penske. Five tractors were returned to Penske during April 2015 at a cost of $45,000 ($9,000 per tractor), which amount is payable in three monthly installments. The remaining five tractors will be returned to Penske during the second quarter of 2015 at a cost of approximately $80,000 ($16,000 per tractor) which amount will be offset against the $90,000 deposit being held by Penske. Regional is in discussions with the lessor of its remaining seven leased tanker trailers regarding termination of that lease.

There is no assurance that the Partnership and/or Regional will be able to complete an accretive acquisition transaction or otherwise obtain sufficient working capital to cover ongoing cash requirements. Without sufficient cash reserves, the Partnership’s ability to pursue additional acquisition transactions will be adversely impacted. As of May 6, 2015, Central had only $530,000 of available cash to meet its capital needs. Furthermore, despite significant effort, the Partnership has thus far been unsuccessful in completing an acquisition transaction. There can be no assurance that the Partnership will be able to complete an accretive acquisition or otherwise find additional sources of working capital. If an acquisition transaction cannot be completed or if additional funds cannot otherwise be raised, the Partnership and/or Regional would be required to seek other alternatives which could include the sale of assets, closure of operations and/or protection under the U.S. bankruptcy laws.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Recently Issued Financial Accounting Standards

The Accounting Standards Codification is the single source of authoritative generally accepted accounting principles (“GAAP”) recognized by the Financial Accounting Standards Board to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the SEC, under authority of federal securities laws, are also sources of authoritative GAAP for SEC registrants. The Codification became effective for interim and annual periods ending after September 15, 2009 and superseded all previously existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification is non-authoritative. All of Central’s references to GAAP now use the specific Codification Topic or Section rather than prior accounting and reporting standards. The Codification did not change existing GAAP and therefore, did not affect Central’s consolidated financial position or results of operations.

Critical Accounting Policies

Our unaudited consolidated financial statements reflect the selection and application of accounting policies which require us to make significant estimates and judgments. See note B to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, “Summary of Significant Accounting Policies”.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Disclosure Controls

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (“Exchange Act”), such as this Quarterly Report, is reported in accordance with the rules of the SEC. Disclosure controls are also designed with the objective of ensuring that such information is accumulated appropriately and communicated to management, including the chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosures.

As of the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our General Partner’s management, including our General Partner’s executive officer and its chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e).

Based on our assessment and those criteria, we concluded that Central’s disclosure controls and procedures over financial reporting were not effective as of March 31, 2015.

Internal Control Over Financial Reporting

As of the end of the period covered by this report, there were no changes in our internal controls over financial reporting, or in other factors that could significantly affect these controls, that materially affected, or are reasonably likely to affect, our internal control over financial reporting.

Part II – OTHER INFORMATION

Item 1. Legal Proceedings

See “Note G – Commitments and Contingencies” to the unaudited consolidated financial statements included in this report for a more detailed discussion of current contingencies.

Item 1A. Risk Factors

See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources” regarding the risks associated with Central’s inability to obtain additional working capital.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

See “Note F – Unit Options and Equity Incentive Plan” and “Note G – Commitments and Contingencies” to the unaudited consolidated financial statements included in this report for a more detailed discussion of unregistered sales of equity securities.

Item 3.

Defaults upon Senior Securities

Not applicable.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Item 6.

Exhibits

The following Exhibits are incorporated by reference to previously filed reports, as noted:

Exhibit No.		Description
2.1		Securities Purchase and Sale Agreement between Central Energy, LLC, Rio Vista Energy Partners L.P. and Penn Octane Corporation dated May 25, 2010. (Incorporated by reference to Rio Vista’s Current Report on Form 8-K filed on May 28, 2010, SEC File No. 000-50394.)

2.2		Third Amendment to Securities Purchase and Sale Agreement between Central Energy, LLC, Rio Vista Energy Partners L.P. and Penn Octane Corporation, effective July 21, 2010 and dated August 9, 2010. (Incorporated by reference to Rio Vista’s Current Report on Form 8-K filed on August 13, 2010, SEC File No. 000-50394.)

2.3		Fourth Amendment to Securities Purchase and Sale Agreement between Central Energy, LLC, Rio Vista Energy Partners L.P. and Penn Octane Corporation, dated November 17, 2010. (Incorporated by reference to Rio Vista’s Current Report on Form 8-K filed on November 23, 2010, SEC File No. 000-50394.)

3.1		Third Amended and Restated Agreement of Limited Partnership of Central Energy Partners LP dated November 26, 2013. (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on December 2, 2013, SEC File No. 000-50394.)

3.2		Third Amended and Restated Limited Liability Company Agreement of Central Energy GP LLC dated November 26, 2013. (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on December 2, 2013, SEC File No. 000-50394.)

4.1		Specimen Common Unit Certificate of Central Energy Partners LP (Incorporated by reference to the Partnership’s Quarterly Report on Form 10-Q filed on May 15, 2012, SEC File No. 000-50394.)

4.2		Amended and Restated Registration Rights Agreement by and among Central Energy Partners LP, the Group I Investors, CEGP Acquisition, LLC, JLD Investors, Ltd, and G. Thomas Graves III, dated November 26, 2013. (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on December 2, 2013, SEC File No. 000-50394.)

4.3		Warrant Agreement issued by Central Energy Partners LP to JLD Services, Ltd. dated November 26, 2013. (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on December 2, 2013, SEC File No. 000-50394.)

4.4		Warrant Agreement issued by Central Energy Partners LP to G. Thomas Graves III dated November 26, 2013. (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on December 2, 2013, SEC File No. 000-50394.)

Exhibit No.		Description
10.1*		Rio Vista Energy Partners L.P. 2005 Equity Incentive Plan (Incorporated by reference to Rio Vista’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on April 12, 2005, SEC File No. 000-50394).

10.2		Reimbursement Agreement effective January 1, 2011 by and between Central Energy GP LLC and Rover Technologies LLC. (Incorporated by reference to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2010 and filed on April 15, 2011, SEC File No. 000-50394.)

10.3		Vehicle Maintenance Agreement by and between Regional Enterprises, Inc. and Penske Truck Leasing Co., L.P. dated January 18, 2012. (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on February 24, 2012, SEC File No. 000-50394.)

10.4		Executed Vehicle Lease Service Agreement by and between Regional Enterprises, Inc. and Penske Truck Leasing Co., L.P. dated February 17, 2012. (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on October 11, 2012, SEC File No. 000-50394.)

10.5		Intercompany Demand Promissory Note between Central Energy GP LLC and Central Energy Partners LP dated March 1, 2012. (Incorporated by reference to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2011 filed on March 30, 2012, SEC File No. 000-50394.)

10.6		Intercompany Demand Promissory Note between Central Energy Partners LP and Regional Enterprises, Inc. dated March 1, 2012. (Incorporated by reference to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2011 filed on March 30, 2012, SEC File No. 000-50394.)

10.7		Term Loan and Security Agreement between Regional Enterprises, Inc., as Borrower, and Hopewell Investment Partners LLC, as Lender, dated March 20, 2013 (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on March 26, 2013, SEC File No. 000-50394.)

10.8		Promissory Note dated March 20, 2013 in an amount of up to $2,500,000 issued by Regional Enterprises, Inc., as Borrower, to Hopewell Investment Partners LLC, as Lender (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on March 26, 2013, SEC File No. 000-50394.)

10.9		First Lien Mortgage, Security Agreement, Assignment of Rents, Leases and Fixture Filing by and from Regional Enterprises, Inc., as Mortgagor, to Hopewell Investment Partners LLC, as Mortgagee, dated as of March 20, 2013 (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on March 26, 2013, SEC File No. 000-50394.)

10.10		Pledge Agreement dated March 20, 2013 by Central Energy Partners LP to Hopewell Investment Partners (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on March 26, 2013, SEC File No. 000-50394.)

10.11		Assignment of Leases and Rents from Regional Enterprises, Inc. to Hopewell Investment Partners LLC (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on March 26, 2013, SEC File No. 000-50394.)

10.12		Environmental Certificate (With Covenants, Representations and Warranties) from Regional Enterprises, Inc. and Central Energy Partners LP to Hopewell Investment Partners LLC (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on March 26, 2013, SEC File No. 000-50394.)

10.13		Unlimited Guaranty dated March 20, 2013 from Central Energy Partners LP to Hopewell Investment Partners LLC (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on March 26, 2013, SEC File No. 000-50394.)

10.14*		Employment Contract of Ian T. Bothwell (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on March 26, 2013, SEC File No. 000-50394.)

Exhibit No.		Description
10.15		Purchase and Sale Agreement by and among Central Energy GP LLC, Central Energy Partners LP and CEGP Acquisition, LLC, dated November 26, 2013. (Incorporated by reference to the Partnership’s Current Report on Form 8-K filed on December 2, 2013, SEC File No. 000-50394.)

10.16*		Central Energy Partners LP 2014 Incentive Compensation Plan of the Registrant. (Incorporated by reference to the Partnership’s Annual Report on Form 10-K filed on April 15, 2014, SEC File No. 000-50394).

10.17		Amended and Restated Intercompany Demand Promissory Note dated March 15, 2014. (Incorporated by reference to the Partnership’s Annual Report on Form 10-K filed on April 15, 2014, SEC File No. 000-50394).

10.18		Reimbursement Agreement effective December 1, 2013 by and between Central Energy GP LLC and Katy Resources, L.L.C. (Incorporated by reference to the Partnership’s Quarterly Report on Form 10-Q filed on May 15, 2014, SEC File No. 000-50394).

10.19*		First Amendment to Employment Agreement of Ian T. Bothwell effective December 19, 2013. (Incorporated by reference to the Partnership’s Quarterly Report on Form 10-Q filed on May 15, 2014, SEC File No. 000-50394).

10.20		Second Amended and Restated Intercompany Demand Promissory Note dated November 11, 2014

*		indicates management contract or compensatory plan or arrangement.

The following Exhibits are filed as part of this report:

Exhibit No.		Description

15		Accountant’s Acknowledgement.

31.1		Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act

31.2		Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act

32		Certification Pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes – Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Label Linkbase Document

101.PRE		XBRL Taxonomy Presentation Linkbase Document

All of the Exhibits are available from the SEC’s website at www.sec.gov. In addition, the Partnership will furnish a copy of any Exhibit upon payment of a fee (based on the estimated actual cost which shall be determined at the time of the request) together with a request addressed to Douglas Weir, Central Energy Partners LP, 4809 Cole Ave., Suite 108, Dallas, Texas 75205.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	CENTRAL ENERGY PARTNERS LP

	By:	CENTRAL ENERGY GP LLC,
		its General Partner

May 15, 2015		By:	/s/ John L. Denman, Jr.
		John L. Denman, Jr.
		Chief Executive Officer and President

May 15, 2015		By:	/s/ Douglas W. Weir
		Douglas W. Weir
		Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit 15

ACCOUNTANT’S ACKNOWLEDGMENT

We acknowledge the incorporation by reference in the Registration Statement on Form S-3 (333-149238) and Form S-8 (333-149248) of Central Energy Partners LP of our report dated May 15, 2015 which appears on page 4 of the quarterly report on Form 10-Q for the quarter ended March 31, 2015.

/s/ MONTGOMERY COSCIA GREILICH, LLP

Plano, Texas

May 15, 2015

Exhibit 31.1

CERTIFICATION

I, John L. Denman, Jr., Chief Executive Officer and President of Central Energy GP LLC, the General Partner of Central Energy Partners LP, certify that:

I have reviewed this report on Form 10-Q of Central Energy Partners LP;

Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 15(e) and 15d - 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d - 15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reports to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Managers or persons performing:

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2015

	/s/ John L. Denman, Jr.
	John L. Denman, Jr.,
	Chief Executive Officer and President
	of Central Energy GP LLC, the
	General Partner of
	Central Energy Partners LP

Exhibit 31.2

CERTIFICATION

I, Douglas W. Weir, Chief Financial Officer, certify that:

I have reviewed this report on Form 10-Q of Central Energy Partners LP;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d - 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d - 15(f)) for the registrant and have:

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Managers or persons performing:

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2015

	/s/ Douglas W. Weir
	Douglas W. Weir,
	Chief Financial Officer
	of Central Energy GP LLC, the
	General Partner of
	Central Energy Partners LP

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Central Energy Partners LP (“Central Energy”) on Form 10-Q for the three months ended March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, John L. Denman, Jr., Chief Executive Officer and President of Central Energy GP LLC, the General Partner of Central Energy and Douglas Weir, Chief Financial Officer of Central Energy GP LLC, the General Partner of Central Energy, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Central Energy.

	/s/ John L. Denman, Jr.
	John L. Denman, Jr.,
	Chief Executive Officer and President of
	Central Energy GP LLC, the
	General Partner of
	Central Energy Partners LP
	May 15, 2015

	/s/ Douglas W. Weir
	Douglas W. Weir,
	Chief Financial Officer of
	Central Energy GP LLC, the
	General Partner of
	Central Energy Partners LP
	May 15, 2015

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