8-K/A

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 26, 2011 (October 12, 2011)

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

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))

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Explanatory Note

This Current Report on Form 8-K/A amends the Current Report on Form 8-K file by Central Energy Partners LP on October 18, 2011. This amendment is being filed to include the letter of Burton McCumber & Cortez, L.L.P., Certified Public Accountants & Management Consultants, stating that it is in agreement with the statements made by Central Energy Partners LP in its Current Report on Form 8-K filed on October 18, 2011.

Item 4.01  Changes in Registrant’s Certifying Accountant.

On October 12, 2011, Central Energy GP LLC, the General Partner of Central Energy Partners LP, a Delaware limited partnership (the “Registrant”), advised Burton McCumber & Cortez, L.L.P. that it was being dismissed as the auditing firm of the Registrant. The determination to change auditing firms did not result from any disagreement or dissatisfaction with Burton McCumber & Cortez. There were no disagreements between the Registrant and Burton McCumber & Cortez on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. Burton McCumber & Cortez has notified the Audit Committee of the Registrant of deficiencies in internal controls over financial reporting as part of its annual review of the Registrant’s internal controls as required by the Public Company Accounting Oversight Board (the “PCAOB”). This deficiency has been previously reported in the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010. The letter of Burton McCumber & Cortez stating that it is in agreement with the statements made by Central Energy Partners LP in its Current Report on Form 8-K filed on October 18, 2011 is attached hereto as Exhibit 16.1.

On October 18, 2011, the Registrant retained the services of Montgomery Coscia Greilich LLP, Certified Public Accountants, to (i) audit the consolidated financial statements of the Registrant and its wholly-owned subsidiary Regional Enterprises, Inc. as of December 31, 2011 and 2012 and (ii) review the Registrant’s unaudited quarterly financial information for the quarter ended September 30, 2011 and each of the quarters ended March 30, June 30 and September 30, 2012, all in accordance with the standards established by the PCAOB. Neither Registrant or any of its affiliates has had any prior relationship with Montgomery Coscia Greilich and, as a result, such auditing firm has not provided any written or oral advise, opinion or report as to any matter contemplated by Item 304(a)(2) of Regulation S-K.

The Registrant’s decision to dismiss Burton McCumber & Cortez and retain a new auditing firm was the result of a review initiated by the Audit Committee of the Board of Directors of the General Partner. The Audit Committee is composed solely of independent directors of the Board within the meaning of Section 10A-3(m)(3) of the Securities Exchange Act of 1934 and Rule10A-3 promulgated thereunder.

Item 9.01  Financial Statements and Exhibits.

Exhibit 16.1 – Letter of Burton McCumber & Cortez, L.L.P. dated October 24, 2011.

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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/ Ian T. Bothwell

Ian T. Bothwell,

Executive Vice President,

Chief Financial Officer and

Principal Accounting Officer

Dated: October 26, 2011

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EXHIBIT INDEX

16.1           Letter of Burton McCumber & Cortez, L.L.P. dated October 24, 2011.

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EX-16.1

P.O. Box 5238
1950 Paredes Line Road Brownsville, Texas 78523 956/542-2553 Fax 956/542-8940 Offices In: Brownsville McAllen Matamoros Reynosa 

October 24, 2011

Office of the Chief Accountant

Securities and Exchange Commission

460 Fifth Street N. W.

Washington, DC 20549

Re: Central Energy Partners LP

Commission File Number 000-50394

Dear Sirs:

We have received a copy of, and are in agreement with, the statements being made by Central Energy Partners LP in Item 4.01 of its Form 8-K dated October 12, 2011, captioned “Changes in Registrant’s Certifying Accountant.”

We hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 8-K.

Sincerely,

/s/ Burton McCumber & Cortez, L.L.P.

Burton McCumber & Cortez, L.L.P.