United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended ~~June~~September 30, 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 000-52168

ATLAS AMERICA PUBLIC #15-2006 (B) L.P.

(Name of small business issuer in its charter)

Delaware		20-3208390
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Park Place Corporate Center One 1000 Commerce Drive, 4th Floor Pittsburgh, PA		15275
(Address of principal executive offices)		(zip code)

Issuer’s telephone number, including area code: (412)-489-0006

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 þ 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

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

Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	þ

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

ATLAS AMERICA PUBLIC 15-2006 (B) L.P.

(A Delaware Limited Partnership)

INDEX TO QUARTERLY REPORT

ON FORM 10-Q

		PAGE
PART I.	FINANCIAL INFORMATION (Unaudited)
Item 1:
	Condensed Balance Sheets as of June 30, 2015 and December 31, 2014	3
	Condensed Balance Sheets as of September 30, 2015 and December 31, 2014	3
	Condensed Statements of Operations for the Three and Six Months ended June 30, 2015 and 2014	4
	Condensed Statements of Operations for the Three and Nine Months ended September 30, 2015 and 2014	4
	Condensed Statements of Comprehensive (Loss) Income for the Three and Six Months ended June 30, 2015 and 2014	5
	Condensed Statements of Comprehensive (Loss) Income for the Three and Nine Months ended September 30, 2015 and 2014	5
	Condensed Statement of Changes in Partners’ Capital for the Six Months ended June 30, 2015	6
	Condensed Statement of Changes in Partners’ (Deficit) Capital for the Nine Months ended September 30, 2015	6
	Condensed Statements of Cash Flows for the Six Months ended June 30, 2015 and 2014	7
	Condensed Statements of Cash Flows for the Nine Months ended September 30, 2015 and 2014	7
	Notes to Condensed Financial Statements	8
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1617
Item 4:	Controls and Procedures	1921
PART II.	OTHER INFORMATION
Item 1:	Legal Proceedings	2022
Item 6:	Exhibits	2123
SIGNATURES		2224
CERTIFICATIONS

PART I FINANCIAL INFORMATION

ITEM I FINANCIAL STATEMENTS

ATLAS AMERICA PUBLIC #15-2006 (B) L.P.

CONDENSED BALANCE SHEETS

(Unaudited)

	June 30,2015			December 31,2014
	September 30,2015			December 31,2014
ASSETS
Current assets:
Cash and cash equivalents	$	-		$	-
Cash	$	-		$	-
Accounts receivable trade-affiliate		~~254~~201,~~700~~100			542,300
Asset retirement receivable-affiliate		164,900			95,100
Current portion of derivative assets		5468,~~100~~900			51,700
Total current assets		~~473~~434,~~700~~900			689,100
Gas and oil properties, net		84,~~179~~352,~~600~~100			8,370,300
Long-term derivative assets		2515,~~500~~700			43,300
	$	84,~~678~~802,~~800~~700		$	9,102,700
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable trade-affiliate	$	41194,~~000~~800		$	-
Accrued liabilities		513,~~300~~200			9,300
Current portion of put premiums payable-affiliate		3536,~~600~~900			33,200
Total current liabilities		81244,900			42,500
Long-term put premiums payable-affiliate		19,000			37,900
Asset retirement obligations		10,823,600			11,050,300
Asset retirement obligations		11,366,400			11,050,300
Long-term put premiums payable-affiliate		9,500			37,900
Commitments and contingencies
Partners’ capital:
Partners’ (deficit) capital:
Managing general partner’s interest		10,900			269,300
Managing general partner’s (deficit) capital		(1,257,700	)		269,300
Limited partners’ interest (14,772.60 units)		(2,812,800	)		(2,321,200	)
Limited partners’ deficit (14,772.60 units)		(5,026,300	)		(2,321,200	)
Accumulated other comprehensive income		138,~~400~~700			23,900
Total partners' capital		(2,788,500	)		(2,028,000	)
Total partners' deficit		(6,275,300	)		(2,028,000	)
	$	84,~~678~~802,~~800~~700		$	9,102,700

See accompanying notes to condensed financial statements.

ATLAS AMERICA PUBLIC #15-2006 (B) L.P.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
REVENUES
Natural gas and oil	$	~~422~~285,~~800~~000		$	1691,~~457,100~~200		$	1,~~056~~341,800		$	23,~~885~~576,~~500~~700
(Loss) gain on mark-to-market derivatives		(13,900	)		-			1,100			-
Gain on mark-to-market derivatives		34,200			-			35,300			-
Total revenues		~~408~~319,~~900~~200			1691,~~457,100~~200			1,~~057~~377,~~900~~100			23,~~885~~576,~~500~~700
COSTS AND EXPENSES
Production		~~519~~436,~~800~~300			~~757~~649,~~300~~400			1,~~109~~546,~~900~~200			12,~~451~~101,~~800~~200
Depletion		9372,~~100~~600			~~191~~184,~~700~~900			~~190~~263,~~700~~300			~~365~~550,~~500~~400
Accretion of asset retirement obligation		158,100			114,100			316,100			228,300
Impairment		3,053,900				-		3,053,900			-
General and administrative		89,000			100,200			191,200			202,800
Accretion of asset retirement obligation		158,000			114,200			474,100			342,500
Total costs and expenses		860,000			1,163,300			1,807,900			2,248,400
General and administrative		80,500			103,000			271,700			305,800
Net (loss) income	$	(451,100	)	$	293,800		$	(750,000	)	$	637,100
Total costs and expenses		3,801,300			1,051,500			5,609,200			3,299,900
Net (loss) income	$	(3,482,100	)	$	(360,300	)	$	(4,232,100	)	$	276,800
Allocation of net (loss) income:
Managing general partner	$	(~~150~~1,~~400~~268,600	)	$	~~124~~(94,~~200~~800	)	$	(~~258~~1,~~400~~527,000	)	$	~~261~~167,~~800~~000
Limited partners	$	(~~300~~2,~~700~~213,500	)	$	~~169~~(265,~~600~~500	)	$	(~~491~~2,~~600~~705,100	)	$	~~375~~109,~~300~~800
Net (loss) income per limited partnership unit	$	(20150	)	$	11(18	)	$	(33183	)	$	257

See accompanying notes to condensed financial statements.

ATLAS AMERICA PUBLIC #15-2006 (B) L.P.

CONDENSED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net (loss) income	$	(~~451~~3,482,100	)	$	~~293~~(360,~~800~~300	)	$	(~~750~~4,~~000~~232,100	)	$	~~637~~276,~~100~~800
Other comprehensive (loss) income:
Unrealized holding gain (loss) on cash flow hedging contracts		-			317,~~300~~500			-			(4931,~~100~~600	)
Difference in estimated hedge gains receivable		6(12,~~400~~800	)		(74,~~800~~600	)		131,~~900~~100			8580,~~300~~700
Less: reclassification adjustment for realized (gains) losses of cash flow hedges in net (loss) income		(11,800	)		5,200			(24,400	)		(38,300	)
Less: reclassification adjustment for realized losses (gains) of cash flow hedges in net (loss) income		8,100			1,800			(16,300	)		(36,500	)
Total other comprehensive (loss) income		(54,~~400~~700	)		14,700			(1015,~~500~~200	)		(212,~~100~~600	)
Comprehensive (loss) income	$	(~~456~~3,~~500~~486,800	)	$	~~294~~(345,~~500~~600	)	$	(~~760~~4,~~500~~247,300	)	$	~~635~~289,~~000~~400

See accompanying notes to condensed financial statements.

ATLAS AMERICA PUBLIC #15-2006 (B) L.P.

CONDENSED STATEMENT OF CHANGES IN PARTNERS’ ~~CAPITAL~~(DEFICIT) CAPITAL

FOR THE ~~SIX~~NINE MONTHS ENDED

~~June~~September 30, 2015

(Unaudited)

	ManagingGeneralPartner			LimitedPartners			AccumulatedOtherComprehensiveIncome (Loss)			Total
Balance at December 31, 2014	$	269,300		$	(2,321,200	)	$	23,900		$	(2,028,000	)
Participation in revenues, costs and expenses:
Net production expenses		(2572,~~300~~200	)		(27132,~~800~~200	)		-			(53204,~~100~~400	)
Gain on mark-to-market derivatives		-			135,~~100~~300			-			135,~~100~~300
Depletion		(6497,~~400~~200	)		(~~126~~166,~~300~~100	)		-			(~~190~~263,~~700~~300	)
Accretion of asset retirement obligation		(105,100	)		(211,000	)		-			(316,100	)
Impairment		(1,109,600	)		(1,944,300	)		-			(3,053,900	)
General and administrative		(63,600	)		(127,600	)		-			(191,200	)
Accretion of asset retirement obligation		(157,700	)		(316,400	)		-			(474,100	)
Net loss		(258,400	)		(491,600	)		-			(750,000	)
General and administrative		(90,300	)		(181,400	)		-			(271,700	)
Other comprehensive loss		-			-			(10,500	)		(10,500	)
Net loss		(1,527,000	)		(2,705,100	)		-			(4,232,100	)
Balance at June 30, 2015	$	10,900		$	(2,812,800	)	$	13,400		$	(2,788,500	)
Other comprehensive loss		-			-			(15,200	)		(15,200	)
Balance at September 30, 2015	$	(1,257,700	)	$	(5,026,300	)	$	8,700		$	(6,275,300	)

See accompanying notes to condensed financial statements.

ATLAS AMERICA PUBLIC #15-2006 (B) L.P.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months EndedJune 30,
	Nine Months EndedSeptember 30,
	2015			2014
Cash flows from operating activities:
Net (loss) income	$	(~~750~~4,~~000~~232,100	)	$	~~637~~276,~~100~~800
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depletion		~~190~~263,~~700~~300			~~365~~550,~~500~~400
Non cash (gain) loss on derivative value		(11,600	)		40,400
Impairment		3,053,900			-
Accretion of asset retirement obligation		316,100			228,300
Non-cash (gain) loss on derivative value		(29,500	)		61,600
Accretion of asset retirement obligation		474,100			342,500
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable trade-affiliate		287,600			(309,400	)
Decrease in accounts receivable trade-affiliate		341,200			269,400
Increase in asset retirement receivable-affiliate		(69,800	)		(4783,500	)
Increase in accounts payable trade-affiliate		41194,~~000~~800			-
Decrease in accrued liabilities		(4,000	)		(700	)
Increase in accrued liabilities		3,900			3,300
Asset retirement obligation liabilities settled		-			(300	)
Net cash provided by (used in) operating activities		-			913,400
Net cash (used in) provided by operating activities		(200	)		1,420,200
Cash flows from investing activities:
Proceeds from sale of tangible equipment		-200			~~300~~1,100
Net cash used in operating activities		-			300
Net provided by operating activities		200			1,100
Cash flows from financing activities:
Distributions to partners		-			(1,~~080~~588,~~800~~400	)
Net cash used in financing activities		-			(1,~~080~~588,~~800~~400	)
Net change in cash and cash equivalents		-			(167,100	)
Cash and cash equivalents at beginning of period		-			167,100
Cash and cash equivalents at end of period	$	-		$	-

Supplemental schedule of non-cash investing and financing activities:

Asset retirement obligation settled

700,800

See accompanying notes to condensed financial statements.

ATLAS AMERICA PUBLIC #15-2006 (B) L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~June~~September 30, 2015

(Unaudited)

NOTE 1 - DESCRIPTION OF BUSINESS

Atlas America Public #15-2006 (B) L.P. (the “Partnership”) is a Delaware limited partnership, formed on May 9, 2006 with Atlas Resources, LLC serving as its Managing General Partner and Operator (“Atlas Resources” or the “MGP”). Atlas Resources is an indirect subsidiary of Atlas Resource Partners, L.P. (“ARP”) (NYSE: ARP).

On February 27, 2015, the MGP’s ultimate parent, Atlas Energy, L.P. (“Atlas Energy”), which was a publicly traded master-limited partnership, was acquired by Targa Resources Corp. and distributed to Atlas Energy’s unitholders 100% of the limited liability company interests in ARP’s general partner, Atlas Energy Group, LLC (“Atlas Energy Group”; NYSE: ATLS). Atlas Energy Group became a separate, publicly traded company and the ultimate parent of the MGP as a result of the distribution. Following the distribution, Atlas Energy Group continues to manage ARP’s operations and activities through its ownership of ARP’s general partner interest.

The Partnership has drilled and currently operates wells located in Pennsylvania and Ohio. The Partnership has no employees and relies on the MGP for management, which in turn, relies on its parent company, Atlas Energy Group (February 27, 2015 and prior, Atlas Energy), for administrative services.

The Partnership’s operating cash flows are generated from its wells, which produce natural gas and oil. Produced natural gas and oil is then delivered to market through affiliated and/or third-party gas gathering systems. The Partnership intends to produce its wells until they are depleted or become uneconomical to produce, at which time they will be plugged and abandoned or sold. The Partnership does not expect to drill additional wells and expects no additional funds will be required for drilling.

The accompanying condensed financial statements, which are unaudited, except ~~for~~that the balance sheet at December 31, 2014, ~~which~~ is derived from audited financial statements, are presented in accordance with the requirements of Form 10-Q and accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim reporting. They do not include all disclosures normally made in financial statements contained in the Partnership’s Form 10-K. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto presented in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2014. The results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2015 may not necessarily be indicative of the results of operations for the full year ended December 31, 2015.

The economic viability of the Partnership’s production is based on a variety of factors including proved developed reserves that it can expect to recover through existing wells with existing equipment and operating methods or in which the cost of additional required extraction equipment is relatively minor compared to the cost of a new well; and through currently installed extraction equipment and related infrastructure which is operational at the time of the reserves estimate (if the extraction is by means not involving drilling, completing or reworking a well). There are numerous uncertainties inherent in estimating quantities of proven reserves and in projecting future net revenues.

The prices at which the Partnership’s natural gas and oil will be sold are uncertain and the Partnership is not guaranteed a specific natural gas price for the sale of its natural gas production. Changes in natural gas and oil prices have a significant impact on the Partnership’s cash flow and the value of its reserves. Lower natural gas and oil prices may not only decrease the Partnership’s revenues, but also may reduce the amount of natural gas and oil that the Partnership can produce economically.

Historically, there has been no need to borrow funds from the MGP to fund operations as the amount of funds generated by the Partnership’s operations has been adequate to fund future operations and distributions to the partners. However, recent declines in commodity prices may challenge the Partnership’s ability to pay its obligations as they become due and its intention to produce its wells until they are depleted, as they may become uneconomical to produce. Accordingly, the MGP determined that there is substantial doubt about the Partnership’s ability to continue as a going concern. The MGP has planned, as necessary, to continue the Partnership’s operations and to fund the Partnership’s operations for at least the next 12 months. The MGP has concluded that such undertaking is sufficient to alleviate the doubt as to the Partnership’s ability to continue as a going concern.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

In management's opinion, all adjustments necessary for a fair presentation of the Partnership's financial position, results of operations and cash flows for the periods disclosed have been made. Management has considered for disclosure any material subsequent events through the date the financial statements were issued.

In addition to matters discussed further in this note, the Partnership’s significant accounting policies are detailed in its audited financial statements and notes thereto in the Partnership’s annual report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission (“SEC”).

Use of Estimates

The preparation of the Partnership’s financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities that exist at the date of the Partnership’s financial statements, as well as the reported amounts of revenues and costs and expenses during the reporting periods. The Partnership’s financial statements are based on a number of significant estimates, including ~~the~~ revenue and expense accruals, depletion, asset impairments, fair value of derivative instruments and the probability of forecasted transactions. Actual results could differ from those estimates.

The natural gas industry principally conducts its business by processing actual transactions as many as 60 days after the month of delivery. Consequently, the most recent two months’ financial results were recorded using estimated volumes and contract market prices. Differences between estimated and actual amounts are recorded in the following months’ financial results. Management believes that the operating results presented for the three and ~~six~~nine months ended ~~June~~September 30, 2015 and 2014 represent actual results in all material respects (See “-Revenue Recognition”).

Accounts Receivable

Accounts receivable on the balance sheets consist solely of the trade accounts receivable associated with the Partnership’s operations. In evaluating the realizability of the Partnership’s accounts receivable, the MGP performs ongoing credit evaluations of the Partnership’s customers and adjusts credit limits based upon payment history and the customers’ current creditworthiness, as determined by review of such customers’ credit information. Credit is extended on an unsecured basis to many of the Partnership’s energy customers. At ~~June~~September 30, 2015 and December 31, 2014, the MGP’s credit evaluation indicated that the Partnership had no need for an allowance for uncollectible accounts receivable.

Gas and Oil Properties

Gas and oil properties are stated at cost. Maintenance and repairs which generally do not extend the useful life of an asset for two years or more through the replacement of critical components are expensed as incurred. Major renewals and improvements that generally extend the useful life of an asset for two years or more through the replacement of critical components are capitalized.

The Partnership follows the successful efforts method of accounting for gas and oil producing activities. Oil is converted to gas equivalent basis (“Mcfe”) at the rate of one barrel of oil to six Mcf of natural gas. Mcf is defined as one thousand cubic feet.

The Partnership’s depletion expense is determined on a field-by-field basis using the units-of-production method. Depletion rates for lease, well and related equipment costs are based on proved developed reserves associated with each field. Depletion rates are determined based on reserve quantity estimates and the capitalized cost of developed producing properties. The Partnership recorded depletion expense on natural gas and oil properties of $~~190~~263,~~700~~400 and $~~365~~550,~~500~~400 for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively.

The following is a summary of gas and oil properties at the dates indicated:

	June 30,			December 31,
	2015			2014
Proved properties:
Leasehold interests	$	4,179,600		$	4,179,600
Wells and related equipment		186,298,000			186,298,000
Total natural gas and oil properties		190,477,600			190,477,600
Accumulated depletion and impairment		(182,298,000	)		(182,107,300	)
Gas and oil properties, net	$	8,179,600		$	8,370,300

Upon the sale or retirement of a complete field of a proved property, the cost is eliminated from the property accounts and the resultant gain or loss is reclassified to the Partnership’s statements of operations. Upon the sale of an individual well, the Partnership credits the proceeds to accumulated depletion within its balance sheets. During the three months ended September 30, 2015, the Partnership sold 27 net and gross wells. As a result of wells sold, the Partnership reclassified $4,721,700 from gas and oil properties to accumulated depletion and impairment and $700,800 of asset retirement obligations were removed from the Partnership asset and liability accounts.

The following is a summary of gas and oil properties at the dates indicated:

	September 30,			December 31,
	2015			2014
Proved properties:
Leasehold interests	$	3,952,500		$	4,179,600
Wells and related equipment		181,102,400			186,298,000
Total natural gas and oil properties		185,054,900			190,477,600
Accumulated depletion and impairment		(180,702,800	)		(182,107,300	)
Gas and oil properties, net	$	4,352,100		$	8,370,300

Impairment of Long-Lived Assets

The Partnership reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined that an asset's estimated future cash flows will not be sufficient to recover its carrying amount, an impairment charge will be recorded to reduce the carrying amount of that asset to its estimated fair value if such carrying amount exceeds the fair value.

The review of the Partnership’s gas and oil properties is done on a field-by-field basis by determining if the historical cost of proved properties less the applicable accumulated depletion and impairment is less than the estimated expected undiscounted future cash flows including salvage. The expected future cash flows are estimated based on the Partnership’s plans to continue to produce and develop proved reserves. Expected future cash flow from the sale of the production of reserves is calculated based on estimated future prices. The Partnership estimates prices based upon current contracts in place, adjusted for basis differentials and market related information, including published futures prices. The estimated future level of production is based on assumptions surrounding future prices and costs, field decline rates, market demand and supply and the economic and regulatory climates. If the carrying value exceeds the expected future cash flows, an impairment loss is recognized for the difference between the estimated fair market value (as determined by the discounted cash flows) and the carrying value of the assets.

The determination of oil and natural gas reserve estimates is a subjective process and the accuracy of any reserve estimate depends on the quality of available data and the application of engineering and geological interpretation and judgment. Estimates of economically recoverable reserves and future net cash flows depend on a number of variable factors and assumptions that are difficult to predict and may vary considerably from actual results.

In addition, reserve estimates for wells with limited or no production history are less reliable than those based on actual production. Estimated reserves are often subject to future revisions, which could be substantial, based on the availability of additional information which could cause the assumptions to be modified. The Partnership cannot predict what reserve revisions may be required in future periods.

There was no gas and oil properties impairment recorded for the three and six months ended June 30, 2015 and 2014. During the year ended December 31, 2014, the Partnership recognized an impairment charge of $6,914,500. This impairment relates to the carrying amount of these gas and oil properties being in excess of the Partnership’s estimate of their fair value at December 31, 2014. The estimate of the fair value of these gas and oil properties was impacted by, among other factors, the deterioration of natural gas and oil prices at the date of measurement. 10

During the three and nine months ended September 30, 2015, the Partnership recognized $3,053,900 of impairment related to gas and oil properties. There was no gas and oil properties impairment recorded for the three and nine months ended September 30, 2014. The impairment relates to the carrying amount of these gas and oil properties being in excess of the Partnership’s estimate of their fair value at September 30, 2015. The estimate of the fair value of these gas and oil properties was impacted by, among other factors, the deterioration of natural gas and oil prices at the date of measurement.

Derivative Instruments

The Partnership’s MGP enters into certain financial contracts to manage the Partnership’s exposure to movement in commodity prices (See Note 4). The derivative instruments recorded on the balance sheets were measured as either an asset or liability at fair value. Changes in a derivative instrument’s fair value are recognized currently in the Partnership’s statements of operations unless specific hedge accounting criteria are met. On January 1, 2015, the Partnership discontinued hedge accounting through de-designation for all of its existing commodity derivatives which were qualified as hedges. As such, subsequent changes in fair value after December 31, 2014 of these derivatives are recognized immediately within gain (loss) on mark-to-market derivatives in the Partnership’s statements of operations, while the fair values of the instruments recorded in accumulated other comprehensive income as of December 31, 2014 will be reclassified to the statements of operations in the periods in which those respective derivative contracts settle. Prior to discontinuance of hedge accounting, the fair value of these commodity derivative instruments was recognized in accumulated other comprehensive income (loss) within partners’ capital on the Partnership’s balance sheets and reclassified to the Partnership’s statements of operations at the time the originally hedged physical transactions affected earnings.

Asset Retirement Obligations

The Partnership recognizes an estimated liability for the plugging and abandonment of its gas and oil wells (See Note 3). The Partnership recognizes a liability for its future asset retirement obligations in the current period if a reasonable estimate of the fair value of that liability can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The Partnership also considers the estimated salvage value in the calculation of depletion.

Income Taxes

The Partnership is not subject to U.S. federal and most state income taxes. The partners of the Partnership are liable for income tax in regard to their distributive share of the Partnership’s taxable income. Such taxable income may vary substantially from net income reported in the accompanying financial statements. The federal and state income taxes related to the Partnership were immaterial to the financial statements and are recorded in pre-tax income on a current basis only. Accordingly, no federal or state deferred income tax has been provided for in the accompanying financial statements.

The Partnership evaluates tax positions taken or expected to be taken in the course of preparing the Partnership’s tax returns and disallows the recognition of tax positions not deemed to meet a “more-likely-than-not” threshold of being sustained by the applicable tax authority. The Partnership’s MGP does not believe it has any tax positions taken within its financial statements that would not meet this threshold. The Partnership’s policy is to reflect interest and penalties related to uncertain tax positions, when and if they become applicable. The Partnership has not recognized any potential interest or penalties in its financial statements for the three and nine months ended September 30, 2015 and 2014.

The Partnership files Partnership Returns of Income in the U.S. and various state jurisdictions. With few exceptions, the Partnership is no longer subject to income tax examinations by major tax authorities for years prior to 2011. The Partnership is not currently being examined by any jurisdiction and is not aware of any potential examinations as of September 30, 2015.

Working Interest

The Partnership Agreement establishes that revenues and expenses will be allocated to the MGP and limited partners based on their ratio of capital contributions to total contributions (“working interest”). The MGP is also provided an additional working interest of 7% as provided in the Partnership Agreement. Due to the time necessary to complete drilling operations and accumulate all drilling costs, estimated working interest percentage ownership rates are utilized to allocate revenues and expenses until the wells are completely drilled and turned on-line into production. Once the wells are completed, the final working interest ownership of the partners is determined and any previously allocated revenues and expenses based on the estimated working interest percentage ownership are adjusted to conform to the final working interest percentage ownership.

Revenue Recognition

The Partnership generally sells natural gas and crude oil at prevailing market prices. Typically, the Partnership’s sales contracts are based on pricing provisions that are tied to a market index, with certain fixed adjustments based on proximity to gathering and transmission lines and the quality of its natural gas. Generally, the market index is fixed two business days prior to the commencement of the production month. Revenue and the related accounts receivable are recognized when produced quantities are delivered to a custody transfer point, persuasive evidence of a sales arrangement exists, the rights and responsibility of ownership pass to the purchaser upon delivery, collection of revenue from the sale is reasonably assured and the sales price is fixed or determinable. Revenues from the production of natural gas and crude oil, in which the Partnership has an interest with other producers, are recognized on the basis of its percentage ownership of the working interest and/or overriding royalty.

The MGP and its affiliates perform all administrative and management functions for the Partnership, including billing revenues and paying expenses. Accounts receivable trade-affiliate on the Partnership’s balance sheets includes the net production revenues due from the MGP. The Partnership accrues unbilled revenue due to timing differences between the delivery of natural gas, NGLs, crude oil and condensate and the receipt of a delivery statement. These revenues are recorded based upon volumetric data from the Partnership’s records and management estimates of the related commodity sales and transportation and compression fees, which are, in turn, based upon applicable product prices (See “-Use of Estimates”). During the prior year quarter ended September 30, 2014, the Partnership identified an error in its revenue recognition process. As a result, the Partnership overestimated its June 30, 2014 unbilled revenues by $158,600. As a result, revenue and net income is overstated by $158,600 for the three and six months ended June 30, 2014. In adjusting for the overstatement of revenue and net income that existed at June 30, 2014, during the third quarter of 2014 revenue is understated and net loss is overstated by $158,600 for the three months ended September 30, 2014. In addition, there was no impact on Partnership distributions. Refer to the Partnership’s Form 10-Q for the quarter ended September 30, 2014 for further explanation of this error. The Partnership had unbilled revenues at September 30, 2015 and December 31, 2014 of $201,100 and $505,100, respectively, which were included in accounts receivable trade-affiliate within the Partnership’s balance sheets.

~~The~~Comprehensive ~~MGP~~Income and its affiliates perform all administrative and management functions for the Partnership, including billing revenues and paying expenses. Accounts receivable trade-affiliate on the Partnership’s balance sheets includes the net production revenues due from the MGP. The Partnership accrues unbilled revenue due to timing differences between the delivery of natural gas, NGLs, crude oil and condensate and the receipt of a delivery statement. These revenues are recorded based upon volumetric data from the Partnership’s records and management estimates of the related commodity sales and transportation and compression fees, which are, in turn, based upon applicable product prices (~~See “-Use of Estimates”~~Loss). The Partnership had unbilled revenues at June 30, 2015 and December 31, 2014 of $254,700 and $505,100, respectively, which were included in accounts receivable trade-affiliate within the Partnership’s balance sheets.

Comprehensive income (~~Loss~~loss) ~~Income~~includes net income (loss) and all other changes in the equity of a business during a period from transactions and other events and circumstances from non-owner sources that, under U.S. GAAP, have not been recognized in the calculation of net income (loss). These changes, other than net income (loss), are referred to as “other comprehensive income (loss)” on the Partnership’s financial statements and, at September 30, 2015, only include changes in the fair value of unsettled derivative contracts which, prior to January 1, 2015, were accounted for as cash flow hedges (See Note 4). The Partnership does not have any other type of transaction which would be included within other comprehensive income (loss).

Comprehensive (loss) income includes net (loss) income and all other changes in the equity of a business during a period from transactions and other events and circumstances from non-owner sources that, under U.S. GAAP, have not been recognized in the calculation of net (loss) income. These changes, other than net (loss) income, are referred to as "other comprehensive (loss) income" on the Partnership’s financial statements and, at June 30, 2015, only include changes in the fair value of unsettled derivative contracts which, prior to January 1, 2015, were accounted for as cash flow hedges (See Note 4). The Partnership does not have any other type of transaction which would be included within other comprehensive (loss) income.

Recently Issued Accounting Standards

In January 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-01, Income Statement – Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items (“Update 2015-01”). The amendments in Update 2015-01 simplify the income statement presentation requirements in Subtopic 225-20 by eliminating the concept of extraordinary items. Extraordinary items are events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence. The amendments in Update 2015-01 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity may also apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Partnership will adopt the requirements of Update 2015-01 upon its effective date of January 1, 2016, and it does not anticipate it having a material impact on its financial position, results of operations ~~and~~or related disclosures.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40) (“Update 2014-15”). The amendments in Update 2014-15 provide U.S. GAAP guidance on the responsibility of an entity’s management in evaluating whether there is substantial doubt about the entity’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, an entity’s management will be required to evaluate whether there are conditions or events that raise substantial doubt about its ability to continue as a going concern within one year from the date the financial statements are issued. In doing so, the amendments in Update 2014-15 should reduce diversity in the timing and content of footnote disclosures. The amendments in Update 2014-15 are effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Partnership will adopt the requirements of Update 2014-15 upon its effective date in 2016, and it does not anticipate it having a material impact on its financial position, results of operations ~~and~~or related disclosures.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“Update 2014-09”), which supersedes the revenue recognition requirements (and some cost guidance) in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the industry topics of the Accounting Standards Codification. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (for example, assets within the scope of Topic 360, Property, Plant and Equipment, and intangible assets within the scope of Topic 350, Intangibles – Goodwill and Other) are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in Update 2014-09. Topic 606 requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this, an entity should identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies the performance obligations. These requirements are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. On July 9, 2015, the FASB decided to defer the effective date of ASU 2014-09 by one year. As a result, public entities would apply the new revenue standard to annual reporting periods beginning after December 15, 2017, and to interim periods within that reporting period, with the option to adopt the standard as of the original effective date. The Partnership will adopt the requirements of Update 2014-09 retrospectively upon its effective date of January 1, 2018, and is evaluating the impact of the adoption on its financial position, results of operations and related disclosures.

NOTE 3—ASSET RETIREMENT OBLIGATIONS

The ~~Partnership recognizes an~~ estimated liability for asset retirement obligations was based on the MGP’s historical experience in plugging and ~~abandonment~~abandoning ofwells, ~~its~~the ~~gas~~estimated ~~and~~remaining ~~oil~~lives of those wells. Itbased ~~also~~on ~~recognizes~~reserve aestimates, ~~liability~~external ~~for~~estimates ~~future~~as ~~asset~~to ~~retirement~~the ~~obligations~~cost ifto aplug ~~reasonable~~and ~~estimate~~abandon ofthe wells in the ~~fair~~future ~~value~~and offederal ~~that~~and state regulatory requirements. The liability ~~can~~was bediscounted ~~made~~using an assumed credit-adjusted risk-free interest rate. ~~The~~Revisions ~~associated~~to ~~asset~~the ~~retirement~~liability ~~costs~~could ~~are~~occur ~~capitalized~~due asto ~~part~~changes in estimates of ~~the~~plugging ~~carrying~~and ~~amount~~abandonment costs or remaining lives of the ~~long-lived~~wells ~~asset~~or if federal or state regulators enact new plugging and abandonment requirements. The Partnership ~~also~~has ~~considers~~no ~~the~~assets ~~estimated~~legally ~~salvage~~restricted ~~value~~for inpurposes of settling asset retirement obligations. Except for its gas and oil properties, the ~~calculation~~Partnership ofdetermined ~~depletion~~that there were no other material retirement obligations associated with tangible long-lived assets.

The ~~estimated~~MGP’s ~~liability~~historical practice and continued intention is ~~based~~to onretain distributions from the ~~MGP’s~~limited ~~historical~~partners ~~experience~~as inthe ~~plugging~~wells ~~and~~within ~~abandoning~~the ~~wells,~~Partnership ~~estimated~~near ~~remaining~~the ~~lives~~end of ~~those~~their ~~wells~~useful ~~based~~life. onOn ~~reserve~~a ~~estimates~~partnership-by-partnership basis, ~~external~~the ~~estimates~~MGP asassesses its right to ~~the~~withhold ~~cost~~amounts related to ~~plug~~plugging and ~~abandon~~abandonment ~~the~~costs ~~wells~~based inon ~~the~~several ~~future~~factors ~~and~~including ~~federal~~commodity ~~and~~price ~~state~~trends, ~~regulatory~~the ~~requirements.~~natural ~~The~~decline ~~liability~~in isthe ~~discounted~~production ~~using~~of anthe ~~assumed~~wells ~~credit-adjusted~~and ~~risk-free~~current ~~interest~~and ~~rate~~future costs. ~~Revisions~~Generally, the MGP’s intention is to retain distributions from the ~~liability~~limited ~~could~~partners ~~occur~~as ~~due~~the tofair ~~changes~~value inof ~~cost~~the ~~estimates,~~future ~~remaining~~cash ~~lives~~flows of the ~~wells~~limited orpartners’ ifinterest ~~federal~~approaches orthe ~~state~~fair ~~regulators~~value ~~enact~~of ~~new~~the future plugging and abandonment ~~requirements~~cost. ~~The~~Upon ~~Partnership~~the ~~has~~MGP’s nodecision ~~assets~~to ~~legally~~retain ~~restricted~~all ~~for~~future ~~purposes~~distributions to the limited partners of ~~settling~~the Partnership, the MGP will assume the related asset retirement obligations. ~~Except~~of ~~for~~ the ~~Partnership’s~~limited ~~gas~~partners. ~~and~~As ~~oil~~of ~~properties~~September 30, 2015, the ~~Partnership~~MGP ~~determined~~has ~~that~~withheld ~~there~~$164,900 ~~were~~of nonet ~~other~~production ~~material~~revenue ~~retirement~~for ~~obligations~~future ~~associated~~plugging ~~with~~and ~~tangible~~abandonment ~~long-lived assets~~costs.

The MGP’s historical practice and continued intention is to retain distributions from the limited partners as the wells within the Partnership near the end of their useful life. On a partnership-by-partnership basis, the MGP assesses its right to withhold amounts related to plugging and abandonment costs based on several factors including commodity price trends, the natural decline in the production of the wells and current and future costs. Generally, the MGP’s intention is to retain distributions from the limited partners as the fair value of the future cash flows of the limited partners’ interest approaches the fair value of the future plugging and abandonment cost. Upon the MGP’s decision to retain all future distributions to the limited partners of the Partnership, the MGP will assume the related asset retirement obligations of the limited partners. As of June 30, 2015, the MGP has withheld $164,900 of net production revenue for future plugging and abandonment costs.

A reconciliation of the Partnership’s liability for well plugging and abandonment costs for the periods indicated is as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Asset retirement obligation at beginning of period	$	11,~~208~~366,~~300~~400		$	7,~~806~~920,~~400~~200		$	11,050,300		$	7,692,200
Accretion expense		158,~~100~~000			114,~~100~~200			~~316~~474,100			~~228~~342,~~300~~500
Asset retirement obligations settled		-(700,800	)		~~(300~~-	)		-(700,800	)		(300	)
Asset retirement obligation at end of period	$	1110,~~366~~823,~~400~~600		$	78,~~920~~034,~~200~~400		$	1110,~~366~~823,~~400~~600		$	78,~~920~~034,~~200~~400

NOTE 4 - DERIVATIVE INSTRUMENTS

The MGP, on behalf of the Partnership, uses a number of different derivative instruments, principally swaps, collars and options, in connection with the Partnership’s commodity price risk management activities. Management enters into financial instruments to hedge forecasted commodity sales against the variability in expected future cash flows attributable to changes in market prices. Swap instruments are contractual agreements between counterparties to exchange obligations of money as the underlying commodities are sold. Under commodity-based swap agreements, the Partnership receives or pays a fixed price and receives or remits a floating price based on certain indices for the relevant contract period. To manage the risk of regional commodity price differences, the Partnership occasionally enters into basis swaps. Basis swaps are contractual arrangements that guarantee a price differential for a commodity from a specified delivery point price and the comparable national exchange price. For natural gas basis swaps, which have negative differentials to New York Mercantile Exchange (“NYMEX”), the Partnership receives or pays a payment from the counterparty if the price differential to NYMEX is greater or less than the stated terms of the contract. Commodity-based put option instruments are contractual agreements that require the payment of a premium and grant the purchaser of the put option the right, but not the obligation, to receive the difference between a fixed, or strike, price and a floating price based on certain indices for the relevant contract period, if the floating price is lower than the fixed price. The put option instrument sets a floor price for commodity sales being hedged. Costless collars are a combination of a purchased put option and a sold call option, in which the premiums net to zero. The costless collar eliminates the initial cost of the purchased put, but places a ceiling price for commodity sales being hedged.

The Partnership enters into derivative contracts with various financial institutions, utilizing master contracts based upon the standards set by the International Swaps and Derivatives Association, Inc. These contracts allow for rights of offset at the time of settlement of the derivatives. Due to the right of offset, derivatives are recorded on the Partnership’s balance sheets as assets or liabilities at fair value on the basis of the net exposure to each counterparty. Potential credit risk adjustments are also analyzed based upon the net exposure to each counterparty. Premiums paid for purchased options are recorded on the Partnership’s balance sheets as the initial value of the options. The Partnership reflected net derivative assets on its balance sheets of $84,600 and $95,000 at September 30, 2015 and December 31, 2014, respectively. As a result of the put options, the Partnership recorded a net deferred gain on its balance sheet in accumulated other comprehensive income of $8,700 as of September 30, 2015. During the nine months ended September 30, 2015, $12,800 of net gains were recorded by the Partnership and allocated only to the limited partners. Of the $8,700 of deferred gains in accumulated other comprehensive income on the Partnership’s balance sheet at September 30, 2015, the Partnership will reclassify $7,900 of gains to its statement of operations over the next twelve month period as these contracts expire with the remaining gains of $800 being reclassified to the Partnership’s statements of operations in later periods as the remaining contracts expire.

On January 1, 2015, the Partnership discontinued hedge accounting for its qualified commodity derivatives. As such, changes in fair value of these derivatives after December 31, 2014 are recognized immediately within gain (loss) on mark-to-market derivatives in the Partnership’s statements of operations. The fair values of these commodity derivative instruments at December 31, 2014, which were recognized in accumulated other comprehensive income within partners’ capital on the Partnership’s balance sheet, will be reclassified to the Partnership’s statements of operations in the future at the time the originally hedged physical transactions affect earnings.

The following table summarizes the gains or losses recognized within the statements of operations for derivative instruments previously designated as cash flow hedges for the periods indicated:

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	2015			2014			2015		2014
Gain (loss) reclassified from accumulated other comprehensive income into natural gas and oil revenues	$	11,800		$	(5,200	)	$	24,400	$	38,800
(Loss) gain reclassified from accumulated other comprehensive income into natural gas and oil revenues	$	(8,100	)	$	(1,800	)	$	16,300	$	36,500
(Loss) gains subsequent to December 31, 2014 recognized in (loss) gain on mark-to-market derivatives	$	(13,900	)	$	-		$	1,100	$	-
Gain subsequent to December 31, 2014 recognized in gain on mark-to-market derivatives	$	34,200		$	-		$	35,300	$	-

The Partnership enters into commodity future option and collar contracts to achieve more predictable cash flows by hedging its exposure to changes in commodity prices. At any point in time, such contracts may include regulated NYMEX futures and options contracts and non-regulated over-the-counter futures contracts with qualified counterparties. NYMEX contracts are generally settled with offsetting positions, but may be settled by the physical delivery of the commodity. ~~Crude oil contracts are based on a West Texas Intermediate (“WTI”) index. NGL fixed price swaps are priced based on a WTI crude oil index. These contracts have been recorded at their fair values.~~

~~At June 30, 2015, the Partnership had the following commodity derivatives:~~ 14

At September 30, 2015, the Partnership had the following commodity derivatives:

Natural Gas Put Options

ProductionPeriod EndingDecember 31,	Volumes		AverageFixed Price		Fair ValueAsset (2)
	(MMBtu) (1)		(per MMBtu) (1)
2015		2412,~~800~~400	$	4.00	$	2717,~~300~~400
2016		49,~~500~~600		4.15		5267,~~300~~200
					$	79,600
Total net assets					$	84,600

(1)	“MMBtu” represents million British Thermal Units.

(2)	Fair value based on forward NYMEX natural gas prices, as applicable.

As the underlying prices and terms in the Partnership’s derivative contracts were consistent with the indices used to sell its natural gas and oil, there were no gains or losses recognized during the three and six months ended June 30, 2015 and 2014 for hedge ineffectiveness.

Put Premiums Payable

During June 2012, a premium (“put premium”) was paid to purchase the contracts and will be allocated to natural gas production revenues generated over the contractual term of the purchased hedging instruments. At ~~June~~September 30, 2015 and December 31, 2014, $3536,~~600~~900 and $33,200, respectively, of the put premiums were recorded as short-term payables to affiliate and $199,~~000~~500 and $37,900, respectively, were recorded as long-term payables to affiliate.

Accumulated Other Comprehensive Income

As a result of the put options, the Partnership recorded a net deferred gain on its balance sheet in accumulated other comprehensive income of $13,400 as of June 30, 2015. During the six months ended June 30, 2015, $22,900 of net gains were recorded by the Partnership and allocated only to the limited partners. Of the remaining $13,400 of net unrealized gain in accumulated other comprehensive income, the Partnership will reclassify $11,200 of net gains to the Partnership’s statements of operations over the next twelve month period and the remaining gains of $2,200 in later periods.

NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The Partnership has established a hierarchy to measure its financial instruments at fair value, which requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs represent market data obtained from independent sources, whereas unobservable inputs reflect the Partnership’s own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort. The hierarchy defines three levels of inputs that may be used to measure fair value:

Level 1 – Unadjusted quoted prices in active markets for identical, unrestricted assets and liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.

Level 3 – Unobservable inputs that reflect the entity’s own assumptions about the assumptions market participants would use in the pricing of the asset or liability and are consequently not based on market activity but rather through particular valuation techniques.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The ~~carrying values of cash, accounts receivable and accounts payable approximate their respective fair values due to the short-term maturities of such financial instruments. The~~ Partnership uses a market approach fair value methodology to value the assets and liabilities for its outstanding derivative contracts (See Note 4). The Partnership manages and reports the derivative assets and liabilities on the basis of its net exposure to market risks and credit risks by counterparty. The Partnership’s commodity derivative contracts are valued based on observable market data related to the change in price of the underlying commodity and are therefore defined as Level 2 assets and liabilities within the same class of nature and risk. The fair values of these derivative instruments are calculated by utilizing commodity indices, quoted prices for futures and options contracts traded on open markets that coincide with the underlying commodity, expiration period, strike price (if applicable) and the pricing formula utilized in the derivative instrument.

~~Information for assets measured at fair value at June 30, 2015 and December 31, 2014 was as follows:~~ 15

	Level 1		Level 2		Level 3		Total
As of June 30, 2015
Derivative assets, gross
Commodity puts	$	-	$	79,600	$	-	$	79,600

Information for assets measured at fair value at September 30, 2015 and December 31, 2014 was as follows:

	Level 1		Level 2		Level 3		Total
As of September 30, 2015
Derivative assets, gross
Commodity puts	$	-	$	84,600	$	-	$	84,600

	Level 1		Level 2		Level 3		Total
As of December 31, 2014
Derivative assets, gross
Commodity puts	$	-	$	95,000	$	-	$	95,000

14Other Financial Instruments

The estimated fair value of the Partnership’s other financial instruments has been determined based upon its assessment of available market information and valuation methodologies. However, these estimates may not necessarily be indicative of the amounts that the Partnership could realize upon the sale of such financial instruments. The Partnership’s other current assets and liabilities on its balance sheets are considered to be financial instruments. The estimated fair values of these instruments approximate their carrying amounts due to their short-term nature and thus are categorized as Level 1.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The Partnership estimates the fair value of its asset retirement obligations based on discounted cash flow projections using numerous estimates, assumptions and judgments regarding such factors at the date of establishment of an asset retirement obligation such as: amounts and timing of settlements, the credit-adjusted risk-free rate of the Partnership and estimated inflation rates (See Note 3). There were no additional assets or liabilities that were measured at fair value on a nonrecurring basis for the three and ~~six~~nine months ended ~~June~~September 30, 2015 and 2014.

Management estimates the fair value of the Partnership’s long-lived assets in connection with reviewing these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, using estimates, assumptions and judgments regarding such events or circumstances. During the three and nine months ended September 30, 2015, the Partnership recognized $3,053,900 of impairment related to gas and oil properties. These estimates of fair value are Level 3 measurements as they are based upon unobservable inputs. No impairments were recognized during the three and nine months ended September 30, 2014.

NOTE 6 - CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The Partnership has entered into the following significant transactions with the MGP and its affiliates as provided under its Partnership Agreement. Administrative costs, which are included in general and administrative expenses in the Partnership’s statements of operations, are payable at $75 per well per month. Monthly well supervision fees, which are included in production ~~expense~~expenses in the Partnership’s statements of operations, are payable at $296 per well per month for operating and maintaining the wells. Well supervision fees are proportionately reduced to the extent the Partnership does not acquire 100% of the working interest in a well. Transportation fees are included in production ~~expense~~expenses in the Partnership’s statements of operations and are generally payable at 13% of the natural gas sales price. Direct costs, which are included in production and general administrative expenses in the Partnership’s statements of operations, are payable to the MGP and its affiliates as reimbursement for all costs expended on the Partnership’s behalf.

The following table provides information with respect to these costs and the periods incurred:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2015

2014

2015

2014

Administrative fees

7365,~~900~~300

9088,~~600~~300

~~160~~225,~~400~~700

~~176~~265,~~900~~200

Supervision fees

~~292~~258,000

~~358~~348,~~200~~700

~~633~~891,900

~~699~~1,~~100~~047,800

Transportation fees

6450,~~000~~200

~~173~~87,~~200~~500

~~148~~198,~~700~~900

~~356~~443,~~300~~800

Direct costs

~~178~~143,~~900~~300

~~235~~227,~~500~~900

~~358~~501,~~100~~400

~~422~~650,~~300~~200

Total

~~608~~516,800

~~857~~752,~~500~~400

1,~~301~~817,~~100~~900

12,~~654~~407,~~600~~000

The MGP and its affiliates perform all administrative and management functions for the Partnership, including billing revenues and paying expenses. Accounts payable trade-affiliate on the Partnership’s balance sheets includes the net production ~~revenues~~expenses due to the MGP as of ~~June~~September 30, 2015. Accounts receivable trade-affiliate on the Partnership’s balance sheets includes the net production revenues due from the MGP as of December 31, 2014.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

General Commitments

Subject to certain conditions, ~~investor~~limited partners may present their interests for purchase by the MGP. The purchase price is calculated by the MGP in accordance with the terms of the ~~partnership~~Partnership ~~agreement~~Agreement. The MGP is not obligated to purchase more than 5% of the total outstanding units in any calendar year. In the event that the MGP is unable to obtain the necessary funds, it may suspend its purchase obligation.

Beginning one year after each of the Partnership's wells has been placed into production, the MGP, as operator, may retain $200 per month per well to cover estimated future plugging and abandonment costs. As of ~~June~~September 30, 2015, the MGP has withheld $164,900 of net production revenue for future plugging and abandonment costs.

Legal Proceedings

The Partnership is a party to various routine legal proceedings arising out of the ordinary course of its business. Management believes that none of these actions, individually or in the aggregate, will have a material adverse effect on the Partnership’s financial condition or results of operations.

Affiliates of the MGP and their subsidiaries are party to various routine legal proceedings arising in the ordinary course of their respective businesses. The MGP’s management believes that none of these actions, individually or in the aggregate, will have a material adverse effect on the MGP’s financial condition or results of operations.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED)

Forward-Looking Statements

When used in this Form 10-Q, the words “believes”, “anticipates,” “expects” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from the results stated or implied in this document. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly release the results of any revisions to forward-looking statements which we may make to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events.

General

Atlas America Public #15-2006 (B) L.P. (“we”, “us” or the “Partnership”) is a Delaware limited partnership, formed on May 9, 2006 with Atlas Resources, LLC serving as its Managing General Partner and Operator (“Atlas Resources” or the “MGP”). Atlas Resources is an indirect subsidiary of Atlas Resource Partners, L.P. (“ARP”) (NYSE: ARP).

We have drilled and currently operate wells located in Pennsylvania, Tennessee, and Ohio. We have no employees and rely on our MGP for management, which in turn, relies on its parent company, Atlas Energy Group (February 27, 2015 and prior, Atlas Energy), for administrative services.

We intend to continue to produce our wells until they are depleted or become uneconomical to produce, at which time they will be plugged and abandoned or sold. We expect that no other wells will be drilled and no additional funds will be required for drilling.

Overview

The following discussion provides information to assist in understanding our financial condition and results of operations. Our operating cash flows are generated from our wells, which produce primarily natural gas, but also some oil. Our produced natural gas and oil is then delivered to market through affiliated and/or third-party gas gathering systems. Our ongoing operating and maintenance costs have been and are expected to be fulfilled through revenues from the sale of our natural gas and oil production. We pay our MGP, as operator, a monthly well supervision fee, which covers all normal and regularly recurring operating expenses for the production and sale of natural gas and oil such as:

well tending, routine maintenance and adjustment;

reading meters, recording production, pumping, maintaining appropriate books and records; and

preparation of reports for us and government agencies.

The well supervision fees, however, do not include costs and expenses related to the purchase of certain equipment, materials and brine disposal. If these expenses are incurred, we pay cost for third-party services, materials and a competitive charge for services performed directly by our MGP or its affiliates. Also, beginning one year after each of our wells has been placed into production, our MGP, as operator, may retain $200 per month, per well, to cover the estimated future plugging and abandonment costs of the well. As of ~~June~~September 30, 2015, our MGP has withheld $164,900 of net production revenues for this purpose.

Markets and Competition

The availability of a ready market for natural gas and oil produced by us, and the price obtained, depends on numerous factors beyond our control, including the extent of domestic production, imports of foreign natural gas and oil, political instability or terrorist acts in gas and oil producing countries and regions, market demand, competition from other energy sources, the effect of federal regulation on the sale of natural gas and oil in interstate commerce, other governmental regulation of the production and transportation of natural gas and oil and the proximity, availability and capacity of pipelines and other required facilities. Our MGP is responsible for selling our production. During 2014 and the first ~~six~~nine months of 2015, we experienced no problems in selling our natural gas and oil. Product availability and price are the principal means of competing in selling natural gas and oil production. While it is impossible to accurately determine our comparative position in the industry, we do not consider our operations to be a significant factor in the industry.

Results of Operations

The following table sets forth information relating to our production revenues, volumes, sales prices, production costs and depletion during the periods indicated:

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Production revenues (in thousands):
Gas	$	~~401~~258		$	~~1,363~~643		$	1,~~027~~285		$	23,~~757~~400
Oil		2227			9448			3057			~~128~~177
Total	$	~~423~~285		$	~~1,457~~691		$	1,~~057~~342		$	23,~~885~~577
Production volumes:
Gas (Mcf/day) (1)		2,~~741~~302			3,~~254~~153			2,~~793~~627			3,~~159~~157
Oil (bbl/day) (1)		57			116			34			7
Total (Mcfe/day) (1)		2,~~771~~344			3,~~320~~189			2,~~811~~651			3,~~201~~199
Average sales prices: (2)
Gas (per Mcf) (1) (3)	$	1.61		$	4.68		$	2.03		$	4.89
Gas (per Mcf) (1) (3) (4)	$	1.22		$	2.84		$	1.79		$	4.02
Oil (per bbl) (1)	$	5045.0332		$	9588.6877		$	5047.6794		$	9492.2668
Production costs:
As a percent of revenues		123	%		52	%		105	%		50	%
As a percent of revenues (4)		153	%		76	%		115	%		59	%
Per Mcfe (1)	$	2.0603		$	2.5121		$	2.1813		$	2.5041
Depletion per Mcfe	$	0.3734		$	0.6463		$	0.3736		$	0.63

(1)

“Mcf” represents thousand cubic feet, “Mcfe” represents thousand cubic feet equivalent, and “bbl” represents barrels. Bbl is converted to Mcfe using the ratio of six Mcfs to one bbl.

(2)

Average sales prices represent accrual basis pricing after adjusting for the effect of previously recognized gains resulting from prior period impairment charges.

(3) Average gas prices are calculated by including in total revenue derivative gains previously recognized into income in connection with prior period impairment charges and dividing by the total volume for the period. Previously recognized derivative gains were $2221,~~300~~200 ~~for~~and ~~the three months ended June 30, 2014. Previously recognized derivative gains were~~ $4061,~~400~~600 for the ~~six~~three and nine months ended ~~June~~September 30, 2014, respectively.

17(4) The average sales price and production costs as a percent of revenues for natural gas for the three months ended September 30, 2014 has been adjusted to reflect $158,600 of additional revenue.

Natural Gas Revenues. During the prior year quarter ended September 30, 2014, management identified an error in the process used to estimate our unbilled revenue. As a result, natural gas revenue for the three months ending September 30, 2014 included an adjustment to reduce natural gas revenue by $158,600. The adjustment was the result of overestimating our unbilled revenues as of June 30, 2014. Refer to the Partnership’s Form 10-Q for the quarter ended September 30, 2014 for further explanation of this error. Our unadjusted natural gas revenues were $~~401~~257,400 and $1801,~~363,400~~300 for the three months ended ~~June~~September 30, 2015 and 2014, respectively, a decrease of $~~962~~543,~~000~~900 (7168%). The $~~962~~543,~~000~~900 decrease in natural gas revenues for the three months ended ~~June~~September 30, 2015 as compared to the prior year similar period was attributable to a $~~746~~327,~~900~~700 decrease in our natural gas sales prices after the effect of financial hedges, which were driven by market conditions, and a $~~215~~216,~~100~~200 decrease in production volumes. Our production volumes decreased to 2,~~741~~302 Mcf per day for the three months ended ~~June~~September 30, 2015 from 3,~~254~~153 Mcf per day for the three months ended ~~June~~September 30, 2014, a decrease of ~~513~~851 Mcf per day (1627%). The overall decrease in natural gas production volumes for the three months ended ~~June~~September 30, 2015 as compared to the prior year similar period resulted primarily from the normal decline inherent in the life of a well and a decrease in the number of producing wells due to wells shut-in ~~due~~as toa result of a decline in natural gas prices.

Our natural gas revenues were $1,~~027~~284,~~200~~600 and $23,~~757~~400,~~600~~300 for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively, a decrease of $12,~~730~~115,~~400~~700 (6362%). The $12,~~730~~115,~~400~~700 decrease in natural gas revenues for the ~~six~~nine months ended ~~June~~September 30, 2015 as compared to the prior year similar period was attributable to a $1,~~410~~545,~~900~~500 decrease in our natural gas sales prices after the effect of financial hedges, which were driven by market conditions, and a $~~319~~570,~~500~~200 decrease in production volumes. Our production volumes decreased to 2,~~793~~627 Mcf per day for the ~~six~~nine months ended ~~June~~September 30, 2015 from 3,~~159~~157 Mcf per day for the ~~six~~nine months ended ~~June~~September 30, 2014, a decrease of ~~366~~530 Mcf per day (1217%). The overall decrease in natural gas production volumes for the ~~six~~nine months ended ~~June~~September 30, 2015 as compared to the prior year similar period resulted primarily from the normal decline inherent in the life of a well and a decrease in the number of producing wells due to wells shut-in ~~due~~as toa result of a decline in natural gas prices...

Oil Revenues. We drill wells primarily to produce natural gas, rather than oil, but some wells have limited oil production. Our oil revenues were $21,400 and $93,700 for the three months ended June 30, 2015 and 2014, respectively, a decrease of $72,300 (77%). The $72,300 decrease in oil revenues for the three months ended June 30, 2015 as compared to the prior year similar period was attributable to a $52,900 decrease in production volumes and a $19,400 decrease in oil prices. Our production volumes decreased to 5 bbls per day for the three months ended June 30, 2015 from 11 bbls per day for the three months ended June 30, 2014, a decrease of 6 bbls per day (55%).

Oil Revenues. We drill wells primarily to produce natural gas, rather than oil, but some wells have limited oil production. Our oil revenues were $2927,600 and $~~127~~48,~~900~~500 for the ~~six~~three months ended ~~June~~September 30, 2015 and 2014, respectively, a decrease of $9820,~~300~~900 (7743%). The $9820,~~300~~900 decrease in oil revenues for the ~~six~~three months ended ~~June~~September 30, 2015 as compared to the prior year similar period was attributable to a $7226,~~800~~400 decrease in ~~production~~oil ~~volumes~~prices, ~~and~~partially offset by a $255,500 ~~decrease~~increase in ~~oil~~production ~~prices~~volumes. Our production volumes ~~decreased~~increased to 37 bbls per day for the ~~six~~three months ended ~~June~~September 30, 2015 from 76 bbls per day for the ~~six~~three months ended ~~June~~September 30, 2014, aan ~~decrease~~increase of 41 ~~bbls~~bbl per day (5717%).

~~Costs~~Our ~~and~~oil ~~Expenses.~~revenues ~~Production expenses~~ were $~~519~~57,~~800~~200 and $~~757~~176,~~300~~400 for the ~~three~~nine months ended ~~June~~September 30, 2015 and 2014, respectively, a decrease of $~~237~~119,~~500~~200 (3168%). ~~Production~~The ~~expenses were~~ $1119,~~109,900~~200 ~~and~~decrease ~~$1,451,800~~in oil revenues for the ~~six~~nine months ended ~~June~~September 30, 2015 ~~and~~as ~~2014,~~compared ~~respectively,~~to the prior year similar period was attributable to a $65,800 decrease ofin production volumes and a $~~341~~53,~~900~~400 ~~(24%)~~decrease in oil prices. ~~The~~Our ~~decrease~~production volumes decreased to 4 bbls per day for the ~~three~~nine ~~and~~months ~~six~~ended September 30, 2015 from 7 bbls per day for the nine months ended ~~June~~September 30, ~~2015~~2014, ~~was~~a ~~primarily~~decrease ~~due~~of to3 ~~lower~~bbls ~~transportation~~per ~~fees.~~day (43%).

~~Depletion~~Gain of(Loss) ~~oil~~on ~~and~~Mark-to-Market ~~gas~~Derivatives. ~~properties~~On asJanuary a1, ~~percentage~~2015, ofwe ~~oil~~discontinued ~~and~~hedge ~~gas~~accounting ~~revenues~~for ~~was~~our ~~22%~~qualified ~~and~~commodity ~~13%~~derivatives. ~~for~~As ~~the~~such, ~~three~~subsequent ~~months~~changes ~~ended~~in ~~June~~fair ~~30,~~value ~~2015~~of ~~and~~these ~~2014,~~derivatives ~~respectively,~~are ~~and~~recognized ~~18%~~immediately ~~and~~within ~~13%~~gain ~~for~~(loss) ~~the~~on ~~six~~mark-to-market ~~months~~derivatives ~~ended~~on ~~June~~our ~~30,~~statements ~~2015~~of ~~and~~operations. ~~2014,~~The ~~respectively.~~fair ~~These~~values ~~percentage~~of ~~changes~~these ~~are~~commodity ~~directly~~derivative ~~attributable~~instruments toas ~~changes~~December in31, ~~revenues~~2014, ~~oil~~which ~~and~~were ~~gas~~recognized ~~reserve~~in ~~quantities~~accumulated other comprehensive income within partners’ capital on our balance sheet, ~~product~~will ~~prices~~be ~~and~~reclassified ~~production~~to ~~volumes~~our ~~and~~statements ~~changes~~of operations in the ~~depletable~~future ~~cost~~at ~~basis~~the oftime ~~oil~~the ~~and~~originally ~~gas~~hedged ~~properties~~physical transactions settle.

~~General~~We ~~and~~recognized ~~administrative~~a ~~expenses~~gain ~~for~~on ~~the~~mark-to-market ~~three~~derivatives ~~months ended June 30, 2015 and 2014 were $89,000 and $100,200, respectively, a decrease~~ of $1134,200 ~~(11%).~~for ~~For~~ the ~~six~~three months ended ~~June~~September 30, 2015. ~~and~~This ~~2014,~~gain ~~these~~was ~~expenses~~due ~~were~~primarily ~~$191,200~~to ~~and~~mark-to-market ~~$202,800,~~gains ~~respectively,~~in athe ~~decrease~~current ofquarter ~~$11,600~~primarily ~~(6%).~~related ~~These~~to ~~expenses~~the ~~include~~change ~~third-party~~in ~~costs~~natural ~~for~~gas ~~services~~prices asduring ~~well as~~ the ~~monthly~~year. ~~administrative~~There ~~fees~~were ~~charged~~no bygains ~~our~~or ~~MGP.~~losses ~~The~~on ~~decreases~~mark-to-market ~~for~~derivatives during the three ~~and six~~ months ended ~~June~~September 30, ~~2015 are primarily due to third-party costs as compared to the prior year similar period~~2014.

We recognized a gain on mark-to-market derivatives of $35,300 for the nine months ended September 30, 2015. This gain was due primarily to mark-to-market gains in the current quarter primarily related to the change in natural gas prices during the year. There were no gains or losses on mark-to-market derivatives during the nine months ended September 30, 2014.

Costs and Expenses. Production expenses were $436,300 and $649,400 for the three months ended September 30, 2015 and 2014, respectively, a decrease of $213,100 (33%). Production expenses were $1,546,200 and $2,101,200 for the nine months ended September 30, 2015 and 2014, respectively, a decrease of $555,000 (26%). The decrease for the three and nine months ended September 30, 2015 was primarily due to lower transportation fees and a decrease in supervision fees as a result of a decrease in the number of producing wells due to wells shut-in.

Depletion of oil and gas properties as a percentage of oil and gas revenues was 23% and 27% for the three months ended September 30, 2015 and 2014, respectively, and 19% and 15% for the nine months ended September 30, 2015 and 2014, respectively. These percentage changes are directly attributable to changes in revenues, oil and gas reserve quantities, product prices and production volumes and changes in the depletable cost basis of oil and gas properties.

General and administrative expenses for the three months ended September 30, 2015 and 2014 were $80,500 and $103,000, respectively, a decrease of $22,500 (22%). For the nine months ended September 30, 2015 and 2014, these expenses were $271,700 and $305,800, respectively, a decrease of $34,100 (11%). These expenses include third-party costs for services as well as the monthly administrative fees charged by our MGP. The decreases for the three and nine months ended September 30, 2015 are primarily due to third-party costs as compared to the prior year similar period.

Impairment of gas and oil properties for the three and nine months ended September 30, 2015 was $3,053,900. There were no impairments of gas and oil properties for the three and nine months ended September 30, 2014. Periodically, we compare the carrying value of our proved developed gas and oil producing properties to their estimated fair market value. To the extent our carrying value exceeds the estimated fair market value, an impairment charge is recognized. As a result of this assessment, an impairment charge was recognized for the three and nine months ended September 30, 2015. This charge is based on reserve quantities, future market prices and our carrying value. We cannot provide any assurance that similar charges may or may not be taken in future periods.

Liquidity and Capital Resources

Cash provided by operating activities decreased $~~913~~1,420,400 in the ~~six~~nine months ended ~~June~~September 30, 2015 to cash used in operating activities of $0200 as compared to cash provided by operating activities of $~~913~~1,~~400~~420,200 for the ~~six~~nine months ended ~~June~~September 30, 2014. This decrease was mostly due to a decrease in net (loss) income before depletion, accretion, and ~~accretion~~impairment of $1,~~474~~610,~~100,~~500 and a decrease in the change in non-cash loss (gain) on derivative value of $5291,~~000,~~100. aThe decrease was partially offset by an increase in the change in ~~asset~~accounts ~~retirement~~payable ~~receivable~~trade-affiliate of $22194,~~300~~800, ~~and~~an ~~decrease~~increase in the change in ~~accrued~~accounts ~~liabilities~~receivable trade-affiliate of $371,~~300.~~800, ~~The decrease was partially offset by~~ an increase in the change in ~~accounts~~asset ~~receivable~~retirement ~~trade~~receivable-affiliate of $~~597~~13,~~000~~700, an increase in ~~accounts~~the ~~payable~~change ~~trade-affiliate~~in accrued liabilities of $~~41,000,~~600 and aan increase in the change in asset retirement obligations settled of $300 for the ~~six~~nine months ended ~~June~~September 30, 2015 as compared to the ~~six~~nine months ended ~~June~~September 30, 2014.

18Cash provided by investing activities was $200 and $1,100 for the nine months ended September 30, 2015 and 2014, respectively, from the sale of tangible equipment.

Cash ~~provided~~used byin ~~investing~~financing activities was $~~300~~1,588,400 for the ~~six~~nine months ended ~~June~~September 30, 2014. ~~from~~This ~~the~~was ~~sale~~due ofto ~~tangible~~cash ~~equipment~~distributions to partners. There was no cash used in ~~investing~~financing activities for the ~~six~~nine months ended ~~June~~September 30, 2015.

~~Cash~~Our ~~used~~MGP inmay ~~financing~~withhold ~~activities~~funds ~~was~~for $1future plugging and abandonment costs. Through September 30,~~080~~ 2015,~~800~~ our MGP has withheld $164,900 of funds for ~~the~~this ~~six~~purpose. ~~months~~Any ~~ended~~additional ~~June~~funds, 30if required, ~~2014.~~will ~~This~~be ~~was~~obtained ~~due~~from production revenues or borrowings from our MGP or its affiliates, which are not contractually committed to ~~cash~~make ~~distributions~~loans to ~~partners~~us. ~~There~~The ~~was~~amount nothat ~~cash~~we ~~used~~may inborrow ~~financing~~at ~~activities~~any ~~for~~one ~~the~~time ~~six~~may ~~months~~not ~~ended~~at ~~June~~any 30time exceed 5% of our total subscriptions, ~~2015~~and we will not borrow from third-parties.

~~Our~~We ~~MGP~~are ~~may~~generally ~~withhold~~limited to the amount of funds ~~for~~generated by the cash flows from our operations, which we believe is adequate to fund future ~~plugging~~operations and ~~abandonment~~distributions ~~costs.~~to ~~Through~~our ~~June~~partners. 30Historically, ~~2015,~~there has been no need to borrow funds from our MGP ~~has~~to ~~withheld~~fund ~~$164~~operations. However,~~900~~ ofrecent ~~funds~~declines ~~for~~in ~~this~~commodity ~~purpose.~~prices ~~Any~~may ~~additional~~challenge ~~funds,~~the ifPartnership’s ~~required,~~ability ~~will~~to bepay ~~obtained~~its ~~from~~obligations ~~production~~as ~~revenues~~they orbecome ~~borrowings~~due ~~from~~and ~~our~~its ~~MGP~~intention orto produce its ~~affiliates,~~wells ~~which~~until they are ~~not~~depleted, ~~contractually~~as ~~committed~~they tomay ~~make~~become ~~loans~~uneconomical to usproduce. ~~The~~Accordingly, ~~amount~~the MGP determined that wethere ~~may~~is ~~borrow~~substantial atdoubt ~~any~~about ~~one~~the ~~time~~Partnership’s ~~may~~ability ~~not~~to atcontinue ~~any~~as ~~time~~a ~~exceed~~going 5%concern. ofThe ~~our~~MGP ~~total~~has ~~subscriptions~~planned, as necessary, to continue the Partnership’s operations and weto ~~will~~fund ~~not~~the ~~borrow~~Partnership’s ~~from~~operations ~~third-parties~~for at least the next 12 months. The MGP has concluded that such undertaking is sufficient to alleviate the doubt as to the Partnership’s ability to continue as a going concern.

We are generally limited to the amount of funds generated by the cash flows from our operations, which we believe is adequate to fund future operations and distributions to our partners. Historically, there has been no need to borrow funds from our MGP to fund operations.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with U.S. GAAP. On an on-going basis, we evaluate our estimates, including those related to our asset retirement obligations, depletion and certain accrued receivables and liabilities. We base our estimates on historical experience and on various other assumptions that we believe reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. A discussion of significant accounting policies we have adopted and followed in the preparation of our financial statements is included within “Notes to Financial Statements” in Part I, Item 1, “Financial Statements” in this quarterly report and in our Annual Report on Form 10-K for the year ended December 31, 2014.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our general partner’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

1921

Under the supervision of our general partner’s Chief Executive Officer and Chief Financial Officer and with the participation of our disclosure committee appointed by such officers, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our general partner’s Chief Executive Officer and Chief Financial Officer concluded that, as of ~~June~~September 30, 2015, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no changes in the Partnership’s internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

2022

ITEM 6.

EXHIBITS

EXHIBIT INDEX

Exhibit No.		Description

4(a)		Amended and Restated Certificate and Agreement of Limited Partnership for Atlas America Public #15-2006 (B) L.P. ⁽¹⁾
10.1		Drilling and Operating Agreement for Atlas America Public #15-2006 (B) L.P. ⁽¹⁾
31.1		Rule 13a-14/15(d)-14 (a) Certification
31.2		Rule 13a-14/15(d)-14 (a) Certification
32.1		Section 1350 Certification
32.2		Section 1350 Certification
101		Interactive Data File

(1)	Filed as an exhibit to the Form 8/A Registration Statement dated August 8, 2006, File No. 000-52168

2123

SIGNATURES

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

~~ATLAS AMERICA PUBLIC #15-2006 (B) L.P.~~	ATLAS AMERICA PUBLIC #15-2006 (B) L.P.
		By:		ATLAS RESOURCES, LLC, ITS
	By: ATLAS RESOURCES, LLC, General Partner
				GENERAL PARTNER
Date: November 23, 2015	By:/s/ FREDDIE M. KOTEK
Date: August 14, 2015		By:		/s/ FREDDIE M. KOTEK
	Freddie M. Kotek, Chairman of the Board of Directors, Chief Executive Officer and President
				Freddie M. Kotek, Chairman of the Board of Directors and Chief Executive Officer (principal executive officer)
Date: November 23, 2015	By:/s/ JEFFREY M. SLOTTERBACK
Date: August 14, 2015			By:	/s/ SEAN P. MCGRATH
	Jeffrey M. Slotterback, Chief Financial Officer
				Sean P. McGrath, Chief Financial Officer (principal financial officer and principal accounting officer)

2224

Filing Compare · Atlas America Public #15-2006 (B) L.P.