UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 2620, ~~2013~~2015

CENTRAL ENERGY PARTNERS LP

(Exact name of registrant as specified in its charter)

Delaware	000-50394		20-0153267
(State or other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
8150 North Central Expressway Suite 1525 Dallas, Texas		75206
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (214) 360-7480

4809 Cole Avenue

Suite 108

Dallas, Texas

75205

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (214) 526-9700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement

~~Item~~On ~~1.01.~~November ~~Entry~~20, ~~into~~2015, Associated Asphalt Hopewell, LLC, a ~~Material~~Virginia ~~Definitive~~limited liability company ("Associated Asphalt"), and Regional Enterprises, Inc. ("Regional"), a Virginia corporation and sole operating subsidiary of Central Energy Partners LP ("Registrant"), executed an Asset Purchase Agreement pursuant to which Regional sold substantially all of its assets to Associated Asphalt(the "Purchase Agreement"). The sale of the Regional assets to Associated Asphalt was consummated on November 20, 2015. Prior to the sale of the Regional assets to Associated Asphalt, Associated Asphalt leased storage facilities from Regional and was the second largest customer of Regional by revenue for the six-month period ended June 30, 2015.

~~Background~~The Board of Directors of Regional (the "Regional Board") made the decision, together with the approval of Registrant, to sell substantially all of Regional's assets to Associated Asphalt in order (1) to raise the needed proceeds to repair Tank 110, which failed and leaked a significant amount of asphalt owned by Associated Asphalt on May 15, 2015, and (2) to make the principal and accrued and unpaid interest payments due on the loan by Hopewell Investment Partners LLC to Regional in March 2013 (the "Hopewell Loan"), which loan was due and payable in full on March 20, 2016. The total amount of these obligations was approximately $3,100,000 at November 20, 2015. The Regional Board and Registrant, despite repeated efforts, had not been able to identify a viable alternative to raise the necessary funds to meet these obligations and other payments owing to trade creditors in excess of $300,000.

InAs ~~July 2013,~~a ~~Central~~result ~~Energy~~of ~~Partners LP (~~the ~~“Registrant”)~~sale ~~and~~of ~~its affiliates and subsidiaries, including Central Energy GP LLC (~~the ~~“General Partner”) and~~ Regional assets ~~Enterprises,~~to ~~Inc.~~Associated ~~(“Regional”) (collectively~~Asphalt, ~~“Central”),~~the ~~had~~Registrant ~~exhausted~~has ~~all~~no ~~available~~remaining ~~cash~~operations ~~and~~or ~~had~~source ~~a number~~ of ~~pending~~income ~~obligations~~or ~~coming due~~profit. OnWithout ~~July~~acquiring 19additional assets, ~~2013,~~the ~~JLD~~Registrant ~~Services,~~will ~~Ltd.~~not ~~(“JLD”)~~have ~~made~~income afrom ~~non-binding~~operations ~~preliminary~~that ~~indication~~constitutes of"qualifying ~~interest in~~income" ~~acquiring~~under aSection ~~controlling interest in the General Partner~~ 7704(~~the “Letter of Interest”~~d)~~. In connection~~ ~~with such preliminary indication~~ of ~~interest,~~the ~~JLD~~Internal ~~made~~Revenue aCode ~~payment~~ of ~~$100~~1986,~~000,~~ ~~secured~~as byamended ~~a second lien on the assets of Regional, to the General Partner~~ (the ~~“Stand-Still Payment”~~"Code"). asAs ~~consideration~~a ~~for the General Partner agreeing not to solicit~~result, ~~entertain~~Registrant orwill ~~accept~~no ~~any~~longer ~~proposal~~be bytreated as a ~~third~~partnership ~~party~~for totax ~~purchase~~purposes anunder ~~interest~~Section in7704 ~~the General Partner or the Registrant for a period~~ of ~~45 days (~~the ~~“Stand-Still~~Code ~~Period”).~~unless ~~The~~it ~~Stand-Still~~purchases ~~Payment~~additional ~~was~~assets ~~used~~which togenerate ~~fund working~~"qualifying ~~capital~~income." toAt ~~pay certain of~~ the ~~outstanding~~present ~~obligations at that~~ time., ~~The General Partner was obligated to repay~~ the ~~Stand-Still Payment~~Registrant ~~within~~has 30not ~~days~~identified ofany ~~the~~such ~~termination~~assets offor ~~the~~acquisition ~~Letter~~and ofdoes ~~Intent~~not orhave ~~the~~access ~~Stand-Still Period in~~ to the ~~event~~capital ~~the~~needed ~~parties~~to ~~did~~purchase ~~not~~any ~~enter into~~such aassets ~~definitive~~if ~~agreement~~identified. toSee ~~acquire~~"Item an8.01 ~~interest~~– inOther ~~the~~Events" ~~General~~below ~~Partner~~for bya ~~the~~more ~~end~~detailed description of the ~~Stand-Still~~Registrant's ~~Period~~current financial condition.

AsItem reported in the Registrant’s Form 8-K filed August 23, 2013, on August 19, 2013, the General Partner and JLD executed a non-binding Letter of Intent (the “LOI”) for JLD or its assignee (the “Buyer”) to (1) acquire a 55% interest in the General Partner through the purchase of newly issued membership interests of the General Partner, (2) acquire 3,000,000 common units representing limited partner interests of the Registrant (the “Common Units”), and (3) purchase a performance warrant that provides the Buyer with the opportunity, but not the obligation, to acquire an additional 3,000,000 Common Units in the event the Registrant successfully completes one or more asset acquisition transactions, approved by the Board of the General Partner (acting in its capacity as general partner of the Registrant), with an aggregate gross purchase price of at least $20 million within 12 months after closing (items (1) through (3) above being collectively referred to herein as the “Proposed Transactions”), all for an aggregate purchase price of $2,750,000 (the “Purchase Price”).01 InCompletion ~~connection with the execution~~ of ~~the~~Acquisition LOI, the Buyer made a payment of $300,000 to the Registrant as consideration for the extension of the Stand-Still Period set forth in the Letter of Interest for an additional 60 days from August 19, 2013, or ~~October~~Disposition ~~23, 2013. These funds were treated as an increase~~ of the Stand-Still Payment. The additional $300,000 was used as working capital for the Registrant and Regional. The LOI expired according to its terms, but the General Partner and CEGP Acquisition, LLC (“CEGP”), the assignee of the Buyer (“CEGP”), continued to negotiate definitive documents to finalize the terms set forth in the LOI, subject to approval by Members of the General Partner.Assets

Subject to the terms and conditions of the Purchase Agreement, Regional sold substantially all of its operating assets and certain liabilities to Associated Asphalt effective at 11:59 p.m. on Friday, November 20, 2015 for cash consideration of $5,000,000, subject to certain adjustments as set forth in the Purchase Agreement, of which $575,000 was deposited in an indemnity escrow account maintained by the parties with U.S. Bank National Association (the "Escrow Holdback"). A significant portion of the remaining $985,041 of proceeds from the sale of the Regional assets were used to pay obligations of Regional. The ~~LOI~~remaining proceeds of $356,000, together with all other cash ~~contained~~held ain ~~number~~bank accounts of ~~conditions~~Regional or due to ~~completing~~Regional, and the ~~Proposed~~rights ~~Transactions~~to receive any portion of the Escrow Holdback will be transferred to Registrant as partial satisfaction of the Intercompany Demand Promissory Note between Regional and the Registrant dated March 1, ~~including~~2012 (the ~~following:~~"Regional Intercompany Note"). At November 20, 2015, the outstanding principal and accrued and unpaid interest due on the Regional Intercompany Note was $3,622,041. The remaining unpaid principal and accrued and unpaid interest due on the Regional Intercompany Note will be forgiven by the Registrant.

·Item ~~Preparation~~2.06 ~~and~~Material ~~execution of a definitive Purchase and Sale Agreement setting forth the terms and conditions for completing the Proposed Transactions.~~Impairments

·In ~~Approval~~connection bywith the ~~Members~~anticipated ~~holding~~sale of ~~not~~the ~~less~~Regional ~~than~~assets, ~~66-2/3%~~in September 2015 management of ~~the~~Central ~~issued~~Energy ~~and~~GP ~~outstanding~~LLC, ~~membership~~the ~~interests~~general partner of the ~~General~~Registrant ~~Partner~~("CEGP"), acting toin such capacity, determined that the ~~issuance~~goodwill recorded on the balance sheet of Registrant as a result of its acquisition of the ~~additional~~Regional ~~membership~~assets ~~interests~~was toimpaired and had no value. The entire amount of the ~~Buyer~~goodwill aswas ~~required~~impaired bydue to the ~~Second~~sale ~~Amended~~of the Regional assets and ~~Restated~~no ~~Limited~~future ~~Liability~~revenue ~~Company~~stream ~~Agreement~~related to such assets. As a result, management determined to take a charge of $3,941,000 for the ~~General~~quarter ~~Partner~~ended ~~(the~~September ~~“Company~~30, ~~Agreement”)~~2015 as a result of this impairment.

· The termination of the existing Buy-Sell Agreement between The Cushing MLP Opportunity Fund I, L.P. (“Cushing”) and Messrs. Anbouba and Montgomery.

· A prohibition on the issuance of any Common Units to satisfy any obligation of the General Partner triggered by any change of control provisions in any employment agreement between the General Partner and any of its employees.

·Item ~~Amending~~5.02 ~~and~~Departure ~~restating~~of ~~the~~Directors ~~Second~~or ~~Amended~~Certain ~~and~~Officers; ~~Restated~~Election ~~Limited~~of ~~Liability~~Directors; ~~Company~~Appointment ~~Agreement~~ of ~~the~~Certain ~~General~~Officers; ~~Partner~~Compensatory toArrangements ~~incorporate changes required as part~~ of ~~the~~Certain ~~Proposed Transactions (such amended and restated Company Agreement being referred to herein as the “Third Company Agreement”)~~Officers.

·As G.a ~~Thomas~~result ~~Graves~~of ~~III~~the ~~being~~sale ~~appointed~~of asRegional ~~Chairman~~assets, the services of Ian T. Bothwell in his capacity as the ~~Board~~President of ~~Directors~~Regional and ~~John~~as L.a ~~Denman,~~Senior JrVice President of CEGP were no longer needed on a full-time basis. ~~being~~In ~~appointed~~connection aswith the ~~Chief~~sale ~~Executive~~of ~~Officer~~the Regional assets, CEGP and ~~President~~Mr. ofBothwell ~~the~~entered into a Separation and General ~~Partner~~Release Agreement in full satisfaction of all obligations of CEGP to Mr. Bothwell pursuant to his Employment Agreement dated March 20, 2013, as amended effective December 19, 2013. Mr. Bothwell's termination from full-time employment with CEGP was effective November 20, 2015.

·Item ~~Reconstituting~~5.07 ~~the~~Submission ~~Board~~ of ~~Directors~~Matters ~~of the General Partner~~ to ~~nine~~Vote ~~(9) members, five (5)~~ of ~~which~~Security ~~are to be appointed by the Buyer.~~Holders

· The Third Amended and Restated Agreement of Limited Partnership of Registrant ~~providing~~(the ~~registration~~"Partnership ~~rights~~Agreement") ~~with~~provides ~~respect~~that tothose Limited Partners holding more than a majority of the issued and outstanding Common Units of Registrant (a "Unit Majority") must vote to approve bethe ~~issued~~sale of all or substantially all of the assets of Registrant whether in one or more related transactions. On October 27, 2015, the Board of Directors of CEGP (the "CEGP Board") recommended to the ~~Buyer~~Limited ~~and~~Partners of Registrant that they approve the sale of the Regional assets. On November 3, 2015, those Limited Partners holding 53.15% of the issued and outstanding Common Units toof beRegistrant ~~issued~~approved ~~upon~~the ~~exercise~~sale of the ~~performance~~Regional ~~warrant~~assets by executing a Written Consent in Lieu of a Special Meeting of Limited Partners.

·Item ~~The~~8.01 ~~absence~~Other ~~of any material adverse change in the General Partner, the Registrant or Regional or their businesses, assets, financial condition or prospects.~~Events

In addition to the conditions set forth above, the LOI required, as a condition to closing, the execution of a general release of claims in favor of the General Partner by Messrs. Imad K. Anbouba, Chief Executive Officer and President of the General Partner, and Carter R. Montgomery, Executive Vice President of Corporate Development of the General Partner, in exchange for the payment of (1) 20% of the accrued but unpaid salaries and business expenses of Messrs. Anbouba and Montgomery and (2) the severance payment of $240,000 owed to each such officer under the terms of their respective employment agreements in the event of a “change of control” event. In addition, Mr. Ian T. Bothwell, Executive Vice President, Chief Financial ~~Officer~~Condition ~~and Secretary~~ of the General Partner was to be paid for all accrued but unpaid salary and business expenses, as well as all accrued and unpaid office rent associated with the agreement between the General Partner and Rover Technologies, LLC, an affiliate of Mr. Bothwell, for the lease of office space in Manhattan Beach, California, where he resides.Registrant

OnSince ~~November 4~~inception, ~~2013~~ July 10, 2003, Registrant's quarterly and annual financial statements have been qualified by its independent registered public accountants due to a question about its ability to generate sufficient cash to meet its financial obligations. From time to time Registrant has raised additional capital through the ~~Board~~private placement of ~~Directors~~its Common Units and capital calls to members of ~~the~~CEGP ~~General~~in ~~Partner~~offerings exempt from registration under to Section 4(2) of the ~~“Board”)~~Securities ~~voted~~Act of 1933, as amended. However, these amounts have never been sufficiently large to ensure ~~call~~the afinancial ~~meeting~~stability of ~~all~~Registrant. As a result, Registrant has not been able to maintain sufficient capital to fund (1) its ongoing operations, (2) the operating losses incurred by Regional or its need for capital to maintenance and improve its ~~Members~~facilities, and (3) its efforts to ~~vote~~acquire onadditional assets. At September 30, 2015, the ~~proposals~~Registrant ~~described~~had ~~below~~total current assets of $312,000 and total current liabilities of $3,908,000. OnIn ~~November 20~~addition, ~~2013~~the Registrant had long-term debt obligations due to CEGP of $5,361,000. aPlease ~~Special~~see ~~Meeting~~Exhibit 99.1 accompanying this Form 8-K for an unaudited consolidated balance sheet and income statement of ~~the~~Registrant ~~Members~~as of September 30, 2015. Additional financial information with respect to Registrant is available in its Annual Report on Form 10-K for the ~~General~~year ~~Partner~~ended December 31, 2014 and its Quarterly Report on Form 10-Q for the three-month period ended ~~was~~June ~~held~~30, to2015, ~~approve:~~both of which are on file with the Securities and Exchange Commission or available at the Registrant's website at www.centralenergylp.com.

~~(1)~~As ~~The~~a ~~issuance~~result of its financial condition and the inability to identify additional ~~membership~~sources ~~interests~~of capital for Registrant and its subsidiaries, Registrant made the decision to offer the assets of Regional for sale in order to raise the ~~General~~needed ~~Partner~~cash to ~~grant~~meet the ~~Buyer~~financial obligations of Registrant and Regional. This decision was triggered, in part, by a ~~55%~~second ~~interest~~leak occurring in Tank 110 on May 15, 2015 and the ~~General~~anticipated ~~Partner;~~substantial cost to again repair the tank and place it back in service. In addition, the pending maturity of the Hopewell Loan in March 2016 was a factor in making this decision.

~~(2)~~In ~~Waiving~~light of this decision and Registrant's financial condition, the ~~pre-emptive~~CEGP ~~rights~~management, ~~provided~~in toconsultation ~~each~~with ~~Member~~members of the ~~General~~CEGP ~~Partner~~Board and its Audit Committee, elected not to spend ~~participate~~the money necessary to have its unaudited consolidated financial statements for the quarter ended September 30, 2015 reviewed by its independent registered public accountants and prepare and file a Quarterly Report on Form 10-Q for the quarter ended September 30, 2015. As a result, Registrant is no longer in compliance with its reporting obligations under Section 13(a) of the ~~issuance~~Securities Exchange Act of ~~additional~~1934, ~~membership~~as ~~interests;~~amended (the "Exchange Act").

(3) the adoption of the Third Company Agreement; and

(4) Amending and restating the Registration Rights Agreement by and among the Registrant, Cushing and the Members of the General Partner holding Common Units (the “Registration Rights Agreement”).

Each of the proposals described above was unanimously approved by all Members of the General Partner. On November 24, 2013, the Board voted to approve the Proposed Transactions upon the terms set forth in a Purchase and Sale Agreement and other transaction documents as set forth in such Purchase and Sale Agreement. On November 26, 2013, the Registrant, the General Partner and CEGP executed a definitive Purchase and Sale Agreement and certain other transaction documents as summarized below, and the Proposed Transactions were consummated.

On November 20, 2015, Regional entered into the Purchase Agreement with Associated Asphalt for the sale of substantially all of its assets. As a result of the sale of the Regional assets to Associated Asphalt, Registrant has no remaining operations or source of income or profit. At the present time, Registrant has not identified any additional assets for acquisition and ~~Sale~~does ~~Agreement~~not have the capital needed to purchase additional assets if identified. It is the intention of Registrant to use the funds to be received from Regional in partial payment of the Regional Intercompany Note to pay the costs associated with the preparation and distribution of Forms K-1 to its partners and then transfer any remaining balance, together with all of the issued and outstanding common stock of Regional, to CEGP in partial satisfaction of the principal and accrued interest due on the Amended and Restated Intercompany Demand Promissory Note dated March 15, 2014, as amended on November 11, 2014 and June 30, 2015 (the "Registrant Intercompany Note"). At November 20, 2015, the outstanding principal and accrued and unpaid interest due on the Registrant Intercompany Note was $3,878,722. It is the intent of CEGP to forgive the remaining balance on the Registrant Intercompany Note upon payment in full of any amounts due on the Escrow Holdback.

The Purchase and Sale Agreement (the “PSA”) is by and between the General Partner, the Registrant and CEGP, as assignee of the Buyer, effective November 26, 2013 and provides 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, (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 in the event the Registrant successfully completes one or more asset acquisition transactions, approved by the Board of the General Partner (acting in its capacity as general partner of the Registrant), with an aggregate gross purchase price of at least $20 million within 12 months after closing (the “Performance Warrants”), (3) amending and restating the Registration Rights Agreement, (4) amending and restating the Company Agreement, and (5) amending and restating the Second Amended and Restated Agreement of Limited Partnership of the Registrant (the “Partnership Agreement”). In addition, it incorporates representations and warranties of Central regarding each entities existence, the financial condition of Central, the condition of its assets and properties, it tax liabilities, and employee matters. The PSA also provides certain representations and warranties regarding CEGP since it is a newly-formed entity and has conducted an offering of its membership interests to raise the capital needed to consummate the Transactions. These representations and warranties include the nature and character of its members, compliance with all applicable federal and state securities laws, the investment intent of CEGP, its compliance with Regulation M regarding possible trading in or manipulation of the Common Units, and an indemnification of the General Partner and the Registrant in the event such representations and warranties are not accurate. In addition, CEGP represents that it has had adequate opportunity to obtain and evaluate all information regarding Central necessary for its investment decision and understands the illiquid nature of the General Partner Membership Interests and the restrictions on transfer of the Common Units.Dissolution

AtGiven the ~~closing~~ offinancial ~~the~~condition ~~Transactions on November 26, 2013 (the “Closing”), net proceeds~~ of ~~$2,350,000 were~~Registrant ~~delivered to the General Partner~~ and the ~~Registrant~~sale ~~(the Purchase Price~~ of ~~$2,750,000 less~~ the ~~Stand-Still~~Regional ~~Payments of $400~~assets,~~000~~ ~~previously made to~~ the ~~General~~CEGP ~~Partner~~Board ~~and~~voted ~~the~~on ~~Registrant)~~November ~~(the~~30, ~~“Net~~2015 ~~Proceeds”). A portion of the Purchase Price was allocated~~ to ~~the~~dissolve ~~price paid for~~ the 3Registrant,~~000,000~~ ~~Common~~subject ~~Units.~~to ~~The total consideration for the~~approval ~~Common~~of ~~Units was $280,434, which was determined by multiplying the average closing bid price for~~ a ~~Common~~ Unit Majority as ~~reported~~required by the ~~“Pink~~provisions ~~Sheets”~~of ~~published~~its byPartnership ~~Pink OTC Markets, Inc~~Agreement. ~~for~~On the ~~30-day~~same ~~period ended November 22~~date, ~~2013,~~those orLimited ~~$0.093478 per~~Partners ~~Common Unit, by 3,000,000~~holding 53.15% ~~CEGP~~of ~~paid $240,434 to~~ the ~~Registrant~~issued atand ~~Closing~~outstanding ~~from~~Common ~~the~~Units ~~Net~~of ~~Proceeds,~~Registrant ~~with~~approved the ~~$40,000 balance~~dissolution of ~~the~~Registrant ~~purchase~~by ~~price~~executing ~~for~~a ~~the~~Written Consent ~~3,000,000~~in ~~Common~~Lieu ~~Units~~of ~~being~~ a ~~portion~~Special Meeting of ~~the~~Limited ~~Stand-Still Payments~~Partners. ~~The~~CEGP ~~remaining amount~~has ofbeen ~~the~~designated ~~Purchase~~as ~~Price, or $2,469,566, was allocated to~~ the ~~value~~liquidator of ~~the~~Registrant ~~55%~~pursuant ~~Membership~~to Section ~~Interest~~12.3 of the ~~General Partner,~~Partnership ~~represented~~Agreement byand ~~136,888.89~~will ~~Units~~liquidate ~~issued~~Registrant toin ~~CEGP,~~accordance ~~and~~with ~~$2,109,566~~Section ~~was~~12.4 ~~paid~~of to the ~~General~~Partnership ~~Partner at Closing from the~~Agreement ~~Net~~and ~~Proceeds with~~ the ~~balance~~applicable provisions of ~~$360,000 being~~ the ~~attributed~~Delaware ~~portion~~Revised ofUniform ~~the~~Limited ~~Stand-Still~~Partnership ~~Payments~~Act.

~~Immediately after~~It ~~Closing,~~is athe ~~portion~~intent of ~~the~~CEGP ~~Net~~to ~~Proceeds,~~dissolve ~~totaling~~Registrant by ~~$867,514.61,~~December ~~were paid to Messrs. Anbouba~~31, ~~Montgomery~~2015 and ~~Bothwell~~wind ~~pursuant to~~up ~~the~~its ~~conditions~~affairs ~~set~~during ~~forth~~2016, inincluding the ~~LOI.~~preparation Inand ~~the~~deliver ~~case~~ of ~~Messrs.~~Forms ~~Anbouba~~K-1 ~~and~~to ~~Montgomery,~~its ~~payments~~partners. ~~represented a partial reimbursement~~CEGP ~~for~~anticipates athat ~~portion~~substantially ~~(20%~~all of the ~~amount~~losses ~~due)~~attributed ofto ~~past-due~~Common ~~salaries~~Units ~~and~~upon ~~reimbursable~~dissolution ~~expenses~~will ~~and~~be acategorized ~~severance~~as ~~payment~~capital inlosses, and ~~the~~that ~~amount~~substantially all of ~~$240,000 each~~such ~~due~~capital ~~under~~losses ~~the~~will ~~terms~~be ofcaptured ~~their~~in ~~employment~~2015. ~~contract~~The ~~with~~Forms ~~the~~K-1 ~~General~~delivered ~~Partner.~~to Inpartners of the ~~case~~Partnership will ofreflect ~~Mr.~~the ~~Bothwell~~losses ~~payments~~for ~~represented reimbursement~~2015 ~~for~~incurred ~~past-due~~to ~~salaries,~~zero ~~reimbursable~~out ~~business~~each ~~expenses~~partner's ~~and~~inside abasis ~~payment~~with respect to anits ~~affiliate~~capital asaccount. ~~reimbursement~~THE ~~for~~VIEWS OF ~~office~~CEGP ~~space, as~~DO ~~disclosed~~NOT inCONSTITUTE ~~the~~TAX ~~Registrant’s~~ADVISE ~~Report~~AND onEACH ~~Form~~PARTNER ~~10-Q~~SHOULD ~~for~~CONSULT ~~the~~ITS ~~Quarter~~OWN ~~ended~~TAX ~~September~~ADVISOR ~~30,~~WITH ~~2013.~~RESPECT ATO ~~detailed~~THE ~~schedule~~FEDERAL, ofSTATE ~~the~~AND ~~payments~~LOCAL isTAX ~~included~~CONSEQUENCES asARISING ~~Schedule~~FROM ~~5.7~~THE toDISSOLUTION ~~the~~OF ~~Purchase~~THE ~~Agreement~~REGISTRANT. ~~The~~THE ~~balance~~CONSIDERATIONS ofOF ~~the~~INDIVIDUAL ~~Net~~PARTNERS ~~Proceeds~~MAY ~~will~~DIFFER beWITH THEIR ~~used~~RESPECTIVE ~~by Central for working capital~~CIRCUMSTANCES.

Furthermore, it is the intention of Registrant to file a Form 15 with the Securities and Exchange Commission to terminate the registration of its Common Units and its obligation to file reports under Section 13(a) of the Exchange Act as soon as possible pursuant to Rule 12g-4(a)(2). As of November 20, 2015, Registrant had 345 holders of record of its 19,591,482 issued and outstanding Common Units. In addition, Registrant will notify the OTC Pink of its intention to discontinue the listing of its Common Units for trading on the OTC Pink.

Item 9.01

Financial Statements and Exhibits

The following documents or instruments are being furnished for ease of reference and the benefit of the Registrant's Common Unit holders.

Exhibit No.	Description of Exhibit

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

10.1*	Asset Purchase Agreement by and between Associated Asphalt Hopewell, LLC and Regional Enterprises, Inc. dated November 20, 2015.

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

10.3	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 Registrant’s Current Report on Form 8-K filed on March 26, 2013, SEC File No. 000-50394.)

Amended and Restated Registration Rights Agreement

10.4	Amended and Restated Intercompany Demand Promissory Note dated March 15, 2014 (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013 filed on March 31, 2014, SEC File No. 000-50394.)

10.5	Second Amended and Restated Intercompany Demand Promissory Note dated November 11, 2014 (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 filed on November 14, 2014, SEC File No. 000-50394.)

10.6	Third Amended and Restated Intercompany Demand Promissory Note dated June 30, 2015 (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 filed on August 7, 2015).

99.1*	Unaudited consolidated balance sheet and income statement of Registrant as of September 30, 2015.

~~The~~* ~~PSA provides~~filed that CEGP and each of the Warrant Purchasers will be 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 (the “Amended RRA”) was approved by more than the needed majority of the parties to the Registration Rights Agreement on November 20, 2013, and the Amended RRA is effective November 26, 2013. CEGP, each Warrant Purchaser and the Members of the General Partner holding Common Units are collectively referenced as “Holders”).herewith

The Amended RRA provides the Holders with two demand registration rights, with certain restrictions, and piggyback registration rights with respect to Common Units held by each of them (“Registrable Securities”). In addition to the two demand registration rights and piggyback registration rights, the Registrant 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. The demand registration rights permit the Holders of at least 3,000,000 of the Registrable Securities to demand that the Registrant 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 Registrant 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 Registrant, (ii) require the premature disclosure of material information regarding the Registrant or (iii) render the Registrant unable to comply with requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The piggyback registration rights permit a Holder to elect to participate in an underwritten offering of the Registrant’s 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 Amended RRA.

The Registrant is required to pay all costs associated with a demand registration, the shelf registration, or any piggyback registration except for the underwriting fees, discounts and selling commission, and transfer taxes (if any) applicable to the sale of the Registrable Securities. The Registrant is also indemnifying the Holders 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.

Performance Warrants

The Performance Warrants were issued at the time of the Closing to JLD and Mr. G. Thomas Graves III (“Graves”), as the Warrant Purchasers, for consideration of $500.00 each. Each Performance Warrant, grants the holder thereof the right, but not the obligation, to acquire up to 1,500,000 Common Units at a price of $0.093478, which is the average closing bid price for a Common Unit as reported by the “Pink Sheets” published by Pink OTC Markets, Inc. for the 30-day period ended November 22, 2013, in the event the Registrant successfully completes one or more asset acquisition transactions, approved by the Board of the General Partner (acting in its capacity as general partner of the Registrant), with an aggregate gross purchase price of at least $20 million within 12 months after Closing. The Performance Warrants do not provide for any anti-dilution protection of the Warrant Purchasers. Each Warrant Purchaser or its assigns is granted registration rights with respect to the Common Units issuable upon exercise of a Performance Warrant according to the terms of the Amended RRA.

Item 3.02 Unregistered Sale of Equity Securities

On November 26, 2013, in connection with the Proposed Transactions, the Registrant issued 3,000,000 Common Units to CEGP in consideration for the payment of $280,484, or $0.093478 per Common Unit which is the average closing bid price for a Common Unit as reported by the “Pink Sheets” published by Pink OTC Markets, Inc. for the 30-day period ended November 22, 2013. These Common Units were sold to CEGP pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. There were no underwriting discounts or commissions paid in connection with the transaction.

In addition to the 3,000,000 Common Units sold to CEGP on November 26, 2013, the Registrant also issued the Performance Warrants to JLD and Graves for $500 each. See Item 1.01. – Entry into a Material Definitive Agreement – Performance Warrants above which is incorporated herein by reference.

Item 3.03 Material Modifications to Rights of Security Holders

See Item 5.03 – Amendments to Governing Documents – Amendments to the Registrant’s Partnership Agreement, which is incorporated herein by reference, for changes made to the provisions of the Partnership Agreement.

5.01. Change in Control of Registrant

Effective November 26, 2013, with the completion of the Proposed Transactions as described in Item 1.01 – Entry Into A Material Definitive Agreement above, which is incorporated herein by reference in its entirety, CEGP now 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 and has controlling authority over the Registrant and is deemed a “control entity” under federal securities laws. In addition, CEGP holds 3,000,000 Common Units, which represent 15.7% of the issued and outstanding Common Units of the Registrant. Prior to completion of the Proposed Transactions, Messrs. Anbouba and Montgomery and Cushing controlled the General Partner and had controlling authority over the Registrant.

CEGP is a newly-formed Texas limited liability company controlled by John L. Denman, Jr. and G. Thomas Graves III and was created to raise the cash needed to complete the Proposed Transactions. CEGP was funded by cash payments made to the company by individuals or entities subscribing for membership interests in the company.

As described under Item 5.03 – Amendment of Governing Documents below, CEGP, as the “Majority Member” of the General Partner, has the right to appoint five (5) persons to serve as directors of the General Partner, including not less than two (2) persons who qualify as “independent” under the rules and regulations of the SEC. Each of Messrs. Imad K. Anbouba and Carter R. Montgomery and The Cushing MLP Opportunity Fund I, L.P., as the “Appointing Minority Members”, have the right to appoint one (1) person to serve as a director of the General Partner. In addition, the Appointing Minority Members collectively have the right to appoint one (1) person to serve as a director from time to time, which person qualifies as “independent” under the rules and regulations of the SEC. Each person appointed to serve as a director serves at the pleasure of the appointing member or members of the General Partner or until he or she earlier resigns as a director. Each director can be removed, with or without cause, by the appointing member or members. This method of appointing directors can only be changed by amending the Third Company Agreement, which requires the approval of members holding 80% of the issued and outstanding membership interests of the General Partner.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Election and Departure of Directors

On November 26, 2013, the Members of the General Partner, having the authority to appoint members to its Board of Directors (the “Board”) pursuant to the terms of the Third Company Agreement, voted by written consent to appoint the following persons to the Board of the General Partner:

G. Thomas Graves III (1)

John L. Denman, Jr. (1)

David M. Laney* (1)

Alexander C. Chae* (1)

Alan D. Bell* (1)

Imad K. Anbouba (2)

Carter R. Montgomery (2)

Daniel L. Spears (2)

Michael T. Wilhite, Jr.* (2)

(1) Appointee of the Majority Member

(2) Appointee of the Appointing Minority Members

* denotes a director that has been determined to be “independent” under the rules and regulations of the United States Securities and Exchange Commission.

Messrs. William M. Comegys III and Jerry V. Swank resigned as directors of the Board effective November 26, 2013. Mr. Comegys also resigned his positions as a member of the Audit Committee, Compensation Committee and Conflict Committee, as well as his Chairmanship of the Conflicts Committee. Mr. Swank also resigned as the Chairman of the Board.

Messrs. Bell, Chae, Denman and Graves are new directors of the Registrant. Each of Messrs. Bell, Chae, Denman and Graves were appointed by CEGP as the Majority Member of the General Partner. As described above in Section 5.01 – Change of Control of Registrant, the Majority Member has the right to appoint five (5) persons to serve as directors of the General Partner. Messrs. Bell, Denman and Graves will serve as directors of the General Partner until such time as they resign or are removed, with or without cause, from such position by the Majority Member. Mr. Chae is serving as an interim director until such time as the Majority Member identifies a suitable candidate to serve as a director of the General Partner on a long-term basis. There are no other agreements between the directors and General Partner or the Registrant regarding their service as directors of the General Partner.

Mr. Bell was employed by Ernst & Young LLP from 1973 to his retirement in 2006. He has served on the Board of Directors of Approach Resources, Inc., a publicly-traded energy company based in Fort Worth, Texas, since August 2010; Jones Energy, Inc., a publicly-traded oil and gas company based in Austin, Texas, since July 2013; and Cinco Resources, Inc., a private exploration and production company based in Dallas, Texas, since July 2011. He serves as Chairman of the Audit Committee of the Board of Directors of each of these companies. He previously served on the Board of Directors of Dune Energy, Inc. from May 2007 to January 2012 and Toreador Resources Corporation from August 2006 to June 2009. He also served as Chairman of the Board of Dune Energy, Inc. from April 2011 to January 2012 and has Chairman of the Audit Committee of Dune Energy, Inc. from May 2007 to April 2011.

Mr. Chae is a partner in the law firm of Gardere Wynne Sewell LLC, which represented CEGP in connection with the Proposed Transactions and may provide legal services to the Registrant from time to time in the future. Mr. Chae is a member of the Board of Directors of the Asia Society Texas Center, which is a non-profit organization.

The Board has not as yet determined which new directors, if any, will serve on the various committees of the Board, or which directors will serve as chairmen of the respective committees. It is anticipated that Mr. Bell will be named to serve on the Audit Committee, Compensation Committee and Conflicts Committee of the Board.

Election and Departure of Officers

On November 26, 2013, Mr. Imad K. Anbouba tendered his resignation as the Chief Executive Officer and President of the General Partner, and Mr. Carter R. Montgomery tendered his resignation as the Executive Vice President of Corporate Development of the General Partner. By Written Consent, effective November 26, 2013, the Board accepted the resignations of Messrs. Anbouba and Montgomery and appointed John L. Denman, Jr. as the Chief Executive Officer and President of the General Partner. Mr. Graves was appointed as Chairman of the Board. Each of Messrs. Denman and Graves will serve in their appointed offices until their respective resignations or termination by the Board. Mr. Ian T. Bothwell will continue to serve as Executive Vice President, Chief Financial Officer and Secretary of the General Partner. Set forth below is biographical information for each of Messrs. Denman and Graves.

Mr. John L. (“Jack”) Denman, Jr., age 53, has served as the President and a financial principal of Legacy Operating Company, LLC, a private oil and gas exploration company that is engaged in exploration and re-entry production projects located on the Northeast Texas Gulf Coast, since January 2013. Prior to that time, he was Chief Executive Officer of Team Flo Control, LP, an oil field services company specializing in flow-back, perforating and snubbing of oil and gas wells from April 2009 to May 2011, when the company was sold. His experience as a chief executive in the midstream sector began in 1991; since that time he has successfully organized and sold seven different companies which included transactions with Energy Transfer Partners, LP, Ferrellgas Partners, LP, and with Superior Energy Services, Inc. Mr. Denman is actively engaged in various private equity ventures that range from banking to real estate development. In 1982, Mr. Denman received a Bachelor of Engineering Degree, Civil Engineering Honors Program, Cum Laude, Vanderbilt University, and in 1986 he earned his Master of Business Administration Degree, University of Texas at Austin.

Mr. G. Thomas Graves III, age 64, has 35 years of experience in the oil and gas exploration and production industry, principally employed by publicly traded companies. For more than the past five years, Mr. Graves has served as the Chief Executive Officer and Chairman of Katy Resources, L.L.C., a privately owned, closely held independent oil and gas operating company that manages more than 1,200 property interests in seven states, and as Chief Executive Officer of Triple TTT Partners L.L.P, a privately-held independent oil and gas operating company with over 1,100 property interests in five states. Prior to Katy Resources and Triple TTT Partners, he served as President and Chief Executive Officer of Toreador Resources Corporation, a NASDAQ-NMS-listed oil and gas exploration and development company operating in the United States, France, Turkey, Romania, Hungary and Trinidad from 1993 to 2007. From 1978 to 1993, Mr. Graves was an executive officer of Triton Energy Corporation, a NYSE-listed company with exploration and production operations in multiple countries around the world. From 1989 to 1993, he was Senior Vice President of Triton and Chairman of Triton Europe plc., a London Stock Exchange listed company with operations in the U. K., the Netherlands, the North Sea, France, Italy, and North Africa. From 1986 until 2001, Mr. Graves served as lead director of Input/Output, Inc., an affiliate of Triton, a developer and manufacturer of seismic equipment that trades on the NYSE. Mr. Graves is a graduate of the University of Texas at Austin where he received a BA and an MBA.

The General Partner has not executed an employment agreement with either Mr. Denman or Mr. Graves at this time and it is not contemplated that such an agreement will be executed in the foreseeable future. Mr. Denman and Mr. Graves have agreed to waive any salary from the General Partner until such time as Central is in better financial condition and able to absorb the cost of such salaries. See Item 1.01 – Entry into a Material Definitive Agreement and Item 5.03 – Amendments to Governing Documents, which disclosures are incorporated in this item by reference for all purposes.

There are no family relationships between any director or officer of the General Partner and any other director or officer of the General Partner.

Item 5.03 Amendments to Governing Documents

Amendments to the General Partner’s Company Agreement

At a Special Meeting of the Members of the General Partner held on November 20, 2013, all of the Members of the General Partner voting either in person or by proxy unanimously approved the Third Company Agreement. The Third Company Agreement incorporates certain amendments to the Company Agreement as contemplated in the LOI and Purchase Agreement, including:

(1) changing Section 3.2 to better memorialize the activities that will need to take place to provide the pre-emptive rights for Members of the General Partner;

(2) inserting the changes to the constitution of and appointment of persons to the Board of Directors as contemplated in the LOI and the Purchase Agreement;

(3) eliminating references to the Buy-Sell Agreement among Messrs. Anbouba and Montgomery and The Cushing MLP Opportunity Fund I, LP, which was cancelled at the Closing;

(4) reconstituting the Board of Directors as described under Item 5.02. – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers above;

(5) amending Section 6.13 of the Company Agreement to remove the right of the Members to vote on any borrowing by the General Partner;

(6) revising the percentage vote of Members required to amend any provision of the Company Agreement or restate the Company Agreement from a unanimous vote to those Members holding 80% of the issued and outstanding membership interests of the General Partner;

(7) changing the definitions section of the Company Agreement consistent with changes in the text of the agreement; and

(8) including the concept of unitizing the Membership Interests.

In addition, the right of first refusal set forth in Section 3.6 of the Company Agreement has been amended so that the General Partner has the first right to purchase any Membership Interests offered by a Member for sale to a third party. The reason for this change is to provide the General Partner, if it has the funds to do so, the opportunity to buy the offered Membership Interest and cancel it; the result being the same as if the Members had purchased such Membership Interest pro rata. This amendment reduces the risk of Members having to purchase the Membership Interest of a selling Member in order to maintain their pro rata ownership position in the General Partner.

Amendments to the Registrant’s Partnership Agreement

As part of the contemplated transaction, certain amendments to the Partnership Agreement were approved by more than a majority of the limited partners of the Registrant on November 20, 2013 in accordance with the provisions of Article XIII of the Partnership Agreement. These amendments include:

· incorporating the provisions of the First Amendment to the Partnership Agreement adopted by those limited partners holding more than a majority of the Common Units of the Registrant on March 28, 2012, as reported in the Registrant’s Form 10-K for the year ended December 31, 2011; and

· changing the amount to be paid per Common Unit per fiscal quarter of the Registrant as a “First Target Distribution” – from $0.292 to $0.288 per Common Unit, and “Second Target Distribution” – from $0.362 to $0.313 per Common Unit, and a “Third Target Distribution” from $0.462 to $0.375 per Common Unit. These changes are proposed to bring the Registrant in line with current market prices for target distributions.

Item 9.01. Financial Statements and Exhibits

3.15		Third Amended and Restated Agreement of Limited Partnership of Central Energy Partners LP dated November 26, 2013.*
3.16		Third Amended and Restated Limited Liability Company Agreement of Central Energy GP LLC dated November 26, 2013.*
4.7		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.*
4.8		Warrant Agreement issued by Central Energy Partners LP to JLD Services, Ltd. dated November 26, 2013.*
4.9		Warrant Agreement issued by Central Energy Partners LP to G. Thomas Graves III dated November 26, 2013.*
10.103		Purchase and Sale Agreement by and among Central Energy GP LLC, Central Energy Partners LP and CEGP Acquisition, LLC, dated November 26, 2013.*
17.1		Letter of Resignation of Jerry V. Swank as a Director and Chairman of the Board of Directors of Central Energy GP LLC.*
17.2		Letter of Resignation of William M. Comegys III as a Director, a member of the Audit Committee, Compensation Committee and Conflicts Committee and Chairman of the Conflicts Committee of the Board of Directors of Central Energy GP LLC.*
*		Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Central Energy Partners LP ~~By: Central Energy GP LLC, its General Partner By: /s/ John L. Denman, Jr. John L. Denman, Jr. Chief Executive Officer and President~~

~~Dated~~By: ~~December~~Central 2,Energy ~~2013~~GP LLC,

10its General Partner

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

Dated: November 30, 2015

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