ORGANIZATION	6 Months Ended
Jun. 30, 2012
ORGANIZATION	NOTE A – ORGANIZATION Central Energy Partners LP, formerly known as Rio Vista Energy Partners L.P. (Partnership), a Delaware limited partnership, was formed by Penn Octane Corporation (Penn Octane) on July 10, 2003 and was a wholly-owned subsidiary of Penn Octane until September 30, 2004, the date that Penn Octane completed a series of transactions that (i) transferred substantially all of its owned pipeline and terminal assets in Brownsville, Texas and Matamoros, Mexico and certain immaterial liabilities to Rio Vista Operating Partnership L.P. (RVOP) (ii) transferred Penn Octane’s 99.9% interest in RVOP to the Partnership and (iii) distributed all of its limited partnership interests (Common Units) in the Partnership to its common stockholders (Spin-Off), resulting in the Partnership becoming a separate public company. The Common Units represent 98% of the Partnership’s outstanding capital and 100% of the Partnership’s limited partnership interests. The remaining 2% represented the General Partner interest. The General Partner is Central Energy GP LLC, formerly known as Rio Vista GP, LLC (General Partner) (see Note B — Partners’ Capital) which was 75% owned by Penn Octane. Penn Octane had 100% voting control over the General Partner pursuant to a voting agreement with the other owner of the General Partner. The General Partner is entitled to receive distributions from the Partnership on its General Partner interest and additional incentive distributions (see Note B – Partners Capital — Distributions of Available Cash) as provided in the Partnership’s partnership agreement. The General Partner has sole responsibility for conducting the Partnership’s business and for managing the Partnership’s operations in accordance with the partnership agreement. Common Unitholders do not participate in the management of the Partnership. 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 and Central Energy, LP, as successor in interest to Central Energy LLC, 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, Penn Octane no longer had any interest in the General Partner or any control over the operations of the Partnership. On May 26, 2011, Central Energy, LP transferred the Newly Issued Common Units to its limited partners. In September 2011, Central Energy, LP transferred all of the GP Interests to its limited partners and the sole members of the general partner of Central Energy, LP. As a result, Central Energy, LP no longer holds any interest in the Partnership or the General Partner. In July 2007, the Partnership acquired the business of Regional Enterprises, Inc. (Regional). The principal business of Regional is storage, transportation and railcar trans-loading of bulk liquids, including hazardous chemicals and petroleum products owned by its customers. Regional’s principal facilities are located on the James River in Hopewell, Virginia, where it receives bulk chemicals and petroleum products from ships and barges into approximately 10,400,000 gallons of available storage. Regional also receives product in rail tank cars at its rail spur from which it trans-loads hazardous chemicals and petroleum liquids to its fleet of tanker trailers for delivery throughout the mid-Atlantic region. The accompanying consolidated financial statements include the Partnership and its only operating subsidiary, Regional. The Partnership has two other subsidiaries that have no operations – RVOP (see Note H – Commitments and Contingencies – TransMontaigne Dispute) and Rio Vista Operating GP LLC. All significant intercompany accounts and transactions are eliminated. The Partnership and its consolidated subsidiaries are hereinafter referred to as “Central”. Central’s strategy is to acquire midstream assets with a focus on gas transportation and services assets, including gas gathering, dehydration and compression systems, pipelines, fractionation and condensate stabilization facilities and related assets. The unaudited consolidated balance sheet as of June 30, 2012, the unaudited consolidated statements of operations for the three months and six months ended June 30, 2011 and 2012, the unaudited consolidated statements of cash flows for the six months ended June 30, 2011 and 2012 and the unaudited consolidated statement of partners’ capital for the six months ended June 30, 2012, have been prepared by Central without audit. In the opinion of management, 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 June 30, 2012, the unaudited consolidated results of operations for the three months and six months ended June 30, 2011 and 2012, the unaudited consolidated statements of cash flows for the six months ended June 30, 2011 and 2012 and the unaudited consolidated statement of partners’ capital for the six months ended June 30, 2012. 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 Central believes that the disclosures made are adequate to make the information not misleading. These unaudited consolidated financial statements should be read in conjunction with Central’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission. Basis of Presentation 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.

NOTE A – ORGANIZATION

Central Energy Partners LP, formerly known as Rio Vista Energy Partners L.P. (Partnership), a Delaware limited partnership, was formed by Penn Octane Corporation (Penn Octane) on July 10, 2003 and was a wholly-owned subsidiary of Penn Octane until September 30, 2004, the date that Penn Octane completed a series of transactions that (i) transferred substantially all of its owned pipeline and terminal assets in Brownsville, Texas and Matamoros, Mexico and certain immaterial liabilities to Rio Vista Operating Partnership L.P. (RVOP) (ii) transferred Penn Octane’s 99.9% interest in RVOP to the Partnership and (iii) distributed all of its limited partnership interests (Common Units) in the Partnership to its common stockholders (Spin-Off), resulting in the Partnership becoming a separate public company. The Common Units represent 98% of the Partnership’s outstanding capital and 100% of the Partnership’s limited partnership interests. The remaining 2% represented the General Partner interest. The General Partner is Central Energy GP LLC, formerly known as Rio Vista GP, LLC (General Partner) (see Note B — Partners’ Capital) which was 75% owned by Penn Octane. Penn Octane had 100% voting control over the General Partner pursuant to a voting agreement with the other owner of the General Partner. The General Partner is entitled to receive distributions from the Partnership on its General Partner interest and additional incentive distributions (see Note B – Partners Capital — Distributions of Available Cash) as provided in the Partnership’s partnership agreement. The General Partner has sole responsibility for conducting the Partnership’s business and for managing the Partnership’s operations in accordance with the partnership agreement. Common Unitholders do not participate in the management of the Partnership. 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 and Central Energy, LP, as successor in interest to Central Energy LLC, 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, Penn Octane no longer had any interest in the General Partner or any control over the operations of the Partnership. On May 26, 2011, Central Energy, LP transferred the Newly Issued Common Units to its limited partners. In September 2011, Central Energy, LP transferred all of the GP Interests to its limited partners and the sole members of the general partner of Central Energy, LP. As a result, Central Energy, LP no longer holds any interest in the Partnership or the General Partner.

In July 2007, the Partnership acquired the business of Regional Enterprises, Inc. (Regional). The principal business of Regional is storage, transportation and railcar trans-loading of bulk liquids, including hazardous chemicals and petroleum products owned by its customers. Regional’s principal facilities are located on the James River in Hopewell, Virginia, where it receives bulk chemicals and petroleum products from ships and barges into approximately 10,400,000 gallons of available storage. Regional also receives product in rail tank cars at its rail spur from which it trans-loads hazardous chemicals and petroleum liquids to its fleet of tanker trailers for delivery throughout the mid-Atlantic region.

The accompanying consolidated financial statements include the Partnership and its only operating subsidiary, Regional. The Partnership has two other subsidiaries that have no operations – RVOP (see Note H – Commitments and Contingencies – TransMontaigne Dispute) and Rio Vista Operating GP LLC. All significant intercompany accounts and transactions are eliminated. The Partnership and its consolidated subsidiaries are hereinafter referred to as “Central”.

Central’s strategy is to acquire midstream assets with a focus on gas transportation and services assets, including gas gathering, dehydration and compression systems, pipelines, fractionation and condensate stabilization facilities and related assets.

The unaudited consolidated balance sheet as of June 30, 2012, the unaudited consolidated statements of operations for the three months and six months ended June 30, 2011 and 2012, the unaudited consolidated statements of cash flows for the six months ended June 30, 2011 and 2012 and the unaudited consolidated statement of partners’ capital for the six months ended June 30, 2012, have been prepared by Central without audit. In the opinion of management, 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 June 30, 2012, the unaudited consolidated results of operations for the three months and six months ended June 30, 2011 and 2012, the unaudited consolidated statements of cash flows for the six months ended June 30, 2011 and 2012 and the unaudited consolidated statement of partners’ capital for the six months ended June 30, 2012.

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 Central believes that the disclosures made are adequate to make the information not misleading. These unaudited consolidated financial statements should be read in conjunction with Central’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission.

Basis of Presentation

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.