United States

Securities and Exchange Commission Washington, D.C. 20549

Washington, D.C. 20549

Form 10-K

(Mark One)

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

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

For the year ended December 31, 2014

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

For the year ended December 31, 2013

o 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 0001551390

MDS ENERGY PUBLIC 2013 – A LP (Name of small business issuer in its charter)

Delaware	~~90-0852601~~	90-0852601
(State or other jurisdiction of incorporation or organization)	~~(I.R.S. Employer Identification No.)~~	(I.R.S. Employer Identification No.)
409 Butler Road
409 Butler Road Suite A Kittanning, PA (Address of principal executive offices)		16201 (zip code)
Suite A
Kittanning, PA	16201
(Address of principal executive offices)	(zip code)

Issuer’s telephone number, including area code: (855) 807-0807

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

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 x No☒ oNo ☐

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 o☐ Accelerated filer o☐ Non-accelerated filer o☐ Smaller reporting company x☒

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

As of December 31, 2014, this Partnership had 1,500.1 units of limited partnership interest outstanding and no units of additional general partnership interest outstanding.

MDS ENERGY PUBLIC 2013 - A LP

(A Delaware Limited Partnership)

INDEX TO ANNUAL REPORT

ON FORM 10-K

Implications of Being an Emerging Growth Company
		PAGE
Forward- Looking Statement
PART I
Item 1:	Business	3
Item 2:	Properties	6
Item 3:	Legal Proceedings	6
Item 4:	(Removed and Reserved)	7
PART II
Item 5:	Market for Registrant’s Common Equity and related Unit holder Matters	7
Item 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 8:	Financial Statements	11
Item 9:	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	18
Item 9A:	Controls and Procedures	18
PART III
Item 10:	Directors, Executive Officers and Corporate Governance	19
Item 11:	Executive Compensation	21
Item 12:	Security Ownership of Certain Beneficial Owners and Management	21
Item 13:	Certain Relationships and Related Transactions	21
Item 14:	Principal Accountant Fees and Services	22
PART IV
Item 15:	Exhibits	22
SIGNATURES		23

Implications of Being an Emerging Growth Company

		PAGE

Forward- Looking Statement

PART I

Item 1:	Business	3

Item 2:	Properties	6

Item 3:	Legal Proceedings	6

Item 4:	(Removed and Reserved)	7

PART II

Item 5:	Market for Registrant’s Common Equity and related Unit holder Matters	7

Item 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7

Item 8:	Financial Statements	11

Item 9:	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	21

Item 9A:	Controls and Procedures	21

PART III

Item 10:	Directors, Executive Officers and Corporate Governance	22

Item 11:	Executive Compensation	24

Item 12:	Security Ownership of Certain Beneficial Owners and Management	24

Item 13:	Certain Relationships and Related Transactions	24

Item 14:	Principal Accountant Fees and Services	25

PART IV

Item 15:	Exhibits	25

SIGNATURES		26

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY.

The Jumpstart Our Business Startups Act (the “JOBS Act”) became law in April 2012. The Partnership is an “emerging growth Company” as defined in the JOBS Act, and it is eligible for certain exemptions from, or reduced disclosure obligations relating to, various reporting requirements that usually apply to public companies.

These exemptions include, among others, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, any requirements adopted by the Public Company Accounting Oversight Board (the “PCAOB”) which require mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor must provide additional information about the audit and the issuer’s financial statements, nor with new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise. The partnership has not yet decided whether to use any or all of the exemptions.

Additionally, under Section 107 of the JOBS Act, an “emerging growth company” is eligible for the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 (the “Act”) to comply with new or revised accounting standards. This means an “emerging growth company” can delay adopting certain accounting standards until those standards otherwise become applicable to private companies. However, the Partnership is electing to “opt out” of that extended transition period, and therefore will comply with new or revised accounting standards on the dates the standards are required for non-emerging growth companies. Section 107 of the JOBS Act provides that the Partnership’s decision to opt out of the extended transition period for compliance with new or revised accounting standards is irrevocable.

The Partnership will continue to be an “emerging growth company” until the earliest of:

the last day of the first fiscal year in which it has total annual gross revenue of $1 billion or more;

ii.

the last day of the fiscal year following the fifth anniversary of the date of the first sale of its units;

iii.

the date that it becomes a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act”), which would occur if the market value of its units held by non-affiliates exceeds $700 million, measured as of the last business day of its most recently completed second fiscal quarter; or

iv.

the date on which it has, during the preceding three year period, issued more than $1 billion in non-convertible debt.

The Partnership anticipates that it will continue to be an emerging growth company until the termination of the five year period described in (ii), above.

FORWARD-LOOKING STATEMENTS

The matters discussed within this report include forward-looking statements. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance contained in this report are forward-looking statements. We have based these forward-looking statements on our current expectations, assumptions, estimates, and projections. While we believe these expectations, assumptions, estimates, and projections are reasonable, such forward- looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements.

PART I

ITEM 1: BUSINESS

Overview

On May 3, 2012 (date of inception), MDS Energy Public 2013-A LP (“Partnership”), a Delaware limited partnership, was formed for the purpose of drilling developmental vertical dry natural gas wells. The Partnership has a maximum 50-year term, although the Partnership intends to terminate when all of the wells invested in by the Partnership become uneconomical to continue to operate, which may be approximately 15 years or longer. The Partnership was formed by MDS Energy Development, LLC (“MDS” ~~or “MGP”~~), a related party, as the Managing General Partner (“MGP”) and M/D Gas, Inc. (M/D), a related party, as the sole limited partner. In accordance with the terms of the limited partnership agreement, the MGP is authorized to manage all activities of the Partnership and initiates and completes substantially all transactions.

The Partnership has drilled no dry gas wells and no oil wells as of December 31, 2013. The Partnership has no employees and relies on the MGP for management, which in turn, relies on employees of its affiliates for services.

On May 2, 2013, the Partnership’s registration statement on Form S-1 (File No. 333-181993, 333-181993-01, 333-181993-02 and 333-181993-03) was declared effective for the Partnership’s public offering pursuant to which the Partnership began soliciting potential investors on a “best efforts” basis. The Partnership sold general and/or limited partner units at a price of $10,000 per unit, subject to discounts for certain classes of investors including the MGP and its affiliates. The proceeds from the offering are being used to cover intangible drilling costs and equipment associated with the drilling of developmental natural gas wells in the Marcellus Shale formation in Pennsylvania.

As of December 31, 2013, the offering termination date, the Partnership had received total cash and subscriptions from 358 investors of $15,001,000 (1,500.1 units) which were then paid to our MGP acting as operator and general drilling contractor under our drilling and operating agreement. Our MGP contributed leases ($124,987), paid for 3% of the 10% syndication/offering costs of $450,030, and paid for all organization costs of $750,050 for a total MGP capital contribution of $1,325,067.

As of December 31, 2014, the Partnership had drilled fourteen gross vertical gas wells of which twelve were revenue producing and two were awaiting pipeline connections to commence deliveries to production facilities. We do not intend to drill any more wells. The Partnership had drilled no dry gas wells as of December 31, 2014. The Partnership has no employees and relies on the MGP for management, which in turn, relies on employees of its affiliates for services.

Business Strategy

We plan to drill and complete approximately thirteen gross vertical dry natural gas wells during the year ended December 31, 2014.

We do not plan to sell any of our wells and will continue production until they are depleted or become uneconomical to produce, at which time they will be plugged and abandoned or sold. No other wells will be drilled and no additional funds will be required for drilling.

Our operating cash flows will be generated from the production and sale of dry natural gas from these wells. The produced dry natural gas will be delivered to market through gas gathering systems operated by affiliated companies. It is our intention to operate the wells in a profitable manner to generate operating cash flows for distributions to investors.

Our ongoing operating and maintenance costs are expected to be fulfilled through revenues from the sale of our natural gas production. We will pay our MGP a well supervision fee of $800 per well per month as outlined in our drilling and operating agreement. ~~As of December 31, 2013 we had not withheld any funds for this purpose.~~

This well supervision fee covers all normal and regularly recurring operating expenses for the production and sale of natural gas such as:

●

well tending and routine maintenance;

●

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

●

preparation of reports for government agencies and internal use.

The well supervision fees, however, do not include costs and expenses related to the purchase of certain equipment and materials and brine disposal. If these expenses are incurred, we pay the costs 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 cost of the well. As of December 31, ~~2013~~2014 our MGP had not withheld any funds for this purpose.

Natural Gas Gathering Agreements

Virtually all natural gas produced will be gathered through one or more pipeline systems before sale or delivery to an end user, a marketer, or an interstate pipeline. A gathering fee will be charged for each gathering activity that is utilized and by each separate gatherer providing the service. Fees will vary depending on the distance the gas travels and whether additional services such as compression, blending, or contaminant removal are provided.

The MGP’s primary gathering agreements are with its affiliates Snyder Brothers, Inc., Furnace Run Pipeline, LP, Mushroom Farm Pipeline, LP, and MDS Energy, Ltd., and other affiliates of our MGP. Under the gathering agreements, we dedicate our natural gas production for transportation to interstate pipeline systems, local distribution companies, and/or end users in the area, subject to certain exceptions.

Seasonal Nature of Business

Generally, but not always, the demand for natural gas decreases during the summer months and increases during the winter months. Seasonal anomalies such as mild winters or hot summers sometimes lessen this fluctuation. In addition, certain natural gas users utilize natural gas storage facilities and purchase some of their anticipated winter requirements during the summer. This can also lessen seasonal demand fluctuations. These seasonal anomalies may pose challenges and increase competition for equipment, supplies and personnel, which could lead to shortages and increase costs or delay our operations.

COMPETITION, MARKETS AND REGULATION

Competition and Markets

The Partnership operates in a highly competitive environment for acquiring leases, contracting for drilling services, marketing natural gas production from its wells and pricing for the product. It is anticipated that the wells drilled will produce mostly “dry gas,” such as the natural gas generally produced from wells situated in the Marcellus Shale primary area. Product availability and price are the principal means of competing in selling dry natural gas. Price obtained is determined by various factors beyond our control including domestic production, market demand, competition from other energy sources, and capacity of the gathering systems, political climate and weather. Many companies engage in natural gas drilling operations and most of our competitors in the areas where we will drill our wells will have financial resources and staffs larger than those available to us.

We do not consider our position in the industry to be significant and as such, we have little ability to significantly influence the price for our product.

Governmental Regulation

Governmental agencies, both Federal and State, regulate the production and transportation of natural gas. The Federal Energy Regulatory Commission regulates the interstate transportation of natural gas.

Natural gas operations in Pennsylvania are regulated by the Department of Environmental Protection, Division of Oil and Gas ~~states~~, which includes the Department of Environmental Resources ~~for wells to be drilled in Pennsylvania~~. In this regard, the ~~states~~Pennsylvania ~~impose~~Department of Environmental Resources imposes a comprehensive statutory and regulatory scheme for natural gas operations, including supervising natural gas production activities and the transportation of natural gas sold in intrastate markets, which creates additional financial and operational burdens. The ~~states~~Pennsylvania Department of Environmental Resources also ~~have~~has broad regulatory and enforcement powers including those associated with pollution and the environment as discussed below.

Failure to comply with regulatory requirements can result in substantial fines and other penalties.

Environmental Regulation

The MGP ~~will~~drilled ~~drill~~ and ~~complete~~completed the wells and ~~supervise~~supervises the producing operations. Those activities ~~will be~~ are subject to various federal, state, and local laws covering the discharge of materials into the environment, or otherwise relating to the protection of the environment. The United States Environmental Protection Agency (the “EPA”) and state and local agencies will require obtaining permits and taking other measures with respect to:

(i)

the discharge of treated brine into navigable waters;

(ii)

the disposal, recycling or treatment of wastewater; and

(iii)

air pollutant emissions.

If these requirements or permits are violated there can be substantial civil and criminal penalties that will increase if there was negligence or misconduct. In addition, we may be subject to fines, penalties and unlimited liability for cleanup costs under various federal laws such as the Federal Clean Water Act, the Clean Air Act, the Resource Conservation and Recovery Act, the Oil Pollution Act of 1990, the Toxic Substance Control Act and the Comprehensive Environmental Response, Compensation and Liability Act of 1980 for oil and/or hazardous substance contamination or other pollution caused by our drilling activities or our wells and our production activities.

We and our investor general partners may incur environmental costs and liabilities due to the nature of our business and substances from our wells. Moreover, the possibility exists that stricter laws, regulations or enforcement policies may be enacted or adopted in the future which could significantly increase our compliance costs and the cost of any remediation that may become necessary in the future.

Employees

We do not directly employ any of the persons responsible for ~~its~~our management or operation. Rather, the personnel of the MGP’s affiliates manage and operate our business, and they will also spend a substantial amount of time managing their own business and affairs as well as the business and affairs of our MGP’s other affiliates, which creates a conflict regarding the allocation of their time between our MGP’s business and affairs and their other business interests.

Available Information

We make our periodic reports under the Securities Exchange Act of 1934, including our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and any amendments to those reports, available through our MGP’s website at www.mdsenergydev.com as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the “SEC”). To view these reports, click on “Investment Programs”, then “Drilling Program SEC Filings” and finally our reports.

You may also receive, without charge, a paper copy of any such filings by request to us at telephone number 724-548-2501. A complete list of our filings is available on the SEC’s website at www.sec.gov. Any of our filings are also available at the Securities and Exchange Commission’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The Public Reference Room may be contacted at telephone number (800) 732-0330 for further information.

ITEM 2: PROPERTIES

Productive Wells

Productive wells consist of producing wells and wells capable of production, including natural gas wells awaiting pipeline connections to commence deliveries to production facilities. WeAs ~~had not drilled any wells as~~ of December 31, ~~2013~~2014, ~~and~~we ~~such~~had ~~there~~drilled ~~are~~fourteen nowells, ~~productive~~of ~~wells~~which intwelve ~~the~~were ~~Partnership.~~revenue producing Weand ~~estimate~~two ~~that~~were weawaiting ~~will~~connection ~~drill~~to ~~thirteen~~a ~~dry~~gathering ~~natural~~line. ~~gas~~No other wells inare ~~2014,~~scheduled ~~and~~to nobe ~~other wells~~drilled.

Developed Acreage

The leases for our ~~intended~~ wells generally have terms that extend for the life of the wells. We believe that we hold good and indefeasible title to our properties in accordance with standards generally accepted in the natural gas industry, subject to certain exceptions stated in the leases and titles ~~us in the various areas in which we conduct our activities~~. We do not believe that these exceptions detract substantially from our use of any property. As is customary in the natural gas industry, we conduct only a perfunctory title examination at the time we acquire a property. Before we ~~commence~~began drilling operations, however, we ~~conduct~~conducted an extensive title examination and we ~~perform~~ performed curative work on defects that we ~~deem~~deemed significant.

Our properties are subject to royalty, overriding royalty and other outstanding interests customary in the industry. Our properties are also subject to burdens such as liens incident to operating agreements, taxes, development obligations under natural gas leases, farm-out arrangements and other encumbrances, easements and restrictions. We do not believe that any of these burdens will materially interfere with our use of our properties.

Natural Gas Reserves

ItProved isreserves ~~not~~are ~~possible,~~the atestimated ~~this~~quantities ~~time,~~of tonatural ~~estimate~~gas ~~the~~which ~~natural~~geological ~~gas~~and ~~reserves~~engineering ~~associated~~data demonstrate with ~~those~~reasonable ~~wells~~certainty or to ~~predict~~be ifrecoverable ~~any~~in offuture ~~the~~years ~~wells~~from ~~will~~known bereservoirs ~~dry~~under ~~holes~~existing economic and ~~non-productive~~operating ~~wells~~conditions, i.e., Aprices ~~dry~~and ~~hole~~costs ~~generally~~as ~~means~~of athe ~~well~~date ~~that~~the estimate is ~~not~~made. ~~capable~~Prices ofinclude ~~producing~~consideration ~~gas~~of changes in ~~sufficient~~existing ~~quantities~~prices toprovided ~~justify~~only ~~completion~~by ofcontractual arrangements, but not on escalations based upon future conditions. An independent third- party reserve engineer will estimate the ~~well~~natural gas reserves in the future.

~~Proved~~ Our reserves are ~~the~~all ~~estimated~~located ~~quantities of natural gas which geological and engineering data demonstrate with reasonable certainty to be recoverable~~ in ~~future~~the ~~years~~Marcellus ~~from~~Shale ~~known~~formation ~~reservoirs under existing economic~~ and ~~operating~~all ~~conditions,~~are ~~i.e.,~~natural ~~prices and costs as of the date the estimate is made~~gas. ~~Prices~~As ~~include consideration~~ of ~~changes~~December in31, ~~existing prices provided only by contractual arrangements~~2014, ~~but~~our net ~~not~~proved onreserves ~~escalations~~of ~~based upon future conditions. An independent third-party reserve engineer will estimate the~~ natural gas ~~reserves~~were in3,999 ~~the future~~(MMCF).

Impairment of Natural Gas Properties

We assess our producing natural gas properties for possible impairment, upon a triggering event which is usually annually, by comparing net capitalized costs to estimated undiscounted future net cash flows on a well by well basis using estimated production based upon prices at which our MGP reasonably estimates the commodities to be sold. During the year the market experienced a significant decline in commodity prices, which we viewed as a triggering event and, therefore, a possible impairment of our proved natural gas properties. At December 31, 2014 upon the receipt of a year-end reserve report, we reviewed our proved natural gas properties for possible impairment. The net capitalized costs of our wells exceeded the undiscounted future net cash flows from well production. As a result, an impairment of the properties was recorded, of approximately $ 6,629,000, by calculating the difference between the future discounted cash flows from the properties and the net capitalized costs.

ITEM 3: LEGAL PROCEEDINGS

The MGP is not aware of any legal proceedings filed against us.

Affiliates of the MGP are party to various routine legal proceedings arising in the ordinary course of their collective 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 or our financial condition or results of operations.

ITEM 4: REMOVED AND RESERVED

PART II

ITEM 5:

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

There is no established public trading market for our units and we do not anticipate that a market for our units will develop. Our units may be transferred only in accordance with the provisions of our Partnership Agreement which requires:

●

the MGP may require an opinion of counsel that registration under applicable federal and state law is not required;

●

the transfer will not result in materially adverse tax consequences to us; and

●

the transfer will not contravene any terms of our Partnership Agreement.

An assignee of a unit may become a substituted partner only upon meeting the following conditions:

●

the assignor gives the assignee the right;

●

the assignee pays to us all costs and expenses incurred in connection with the substitution; and

●

the assignee executes and delivers the instruments which our MGP requires to effect the substitution and to confirm the assignee’s agreement to be bound by the terms of our Partnership Agreement.

A substitute partner is entitled to all of the rights of full ownership of the assigned units, including the right to vote. As of December 31, ~~2013~~2014 we had 358 ~~unit holders~~unitholders.

Our investor partners may request that our MGP repurchase their units at any time beginning with the fifth anniversary after December 31, 2013, provided that certain conditions of our Partnership Agreement are met. The repurchase price is set at the greater of (i) predominantly 70% of the present worth of future net revenues from the proved reserves as determined under the last reserve report and is reduced by an amount equal to all of our debts of or (ii) an amount equal to three times the total amount of distributions paid by ~~the~~us ~~Partnership~~ to the participants as a group during the previous twelve months. Our MGP is also permitted to adjust the purchase price under certain conditions for changes occurring after the date of the presentment request. Repurchase requests are fulfilled by our MGP on a first-come, first- served basis and may not exceed 5% of the total units outstanding. Our MGP may suspend the repurchase feature at any time if it determines we do not have the necessary cash flow or cannot borrow funds for this purpose on reasonable terms.

ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED)

The discussion and analysis presented below provides information to assist in understanding our financial condition and results of operations. This discussion should be read in conjunction with Item 8: Financial Statements and Supplemental Data, which contains our financial statements.

Overview

Business of the Partnership, the Managing General Partner and Certain Relationships

WeAs of ~~will~~December ~~drill~~31, ~~primarily~~2014, ~~development~~the ~~wells~~partnership ~~which~~had ~~means a well~~ drilled ~~within~~fourteen ~~the~~gross ~~proved~~vertical ~~area~~wells of awhich ~~natural~~twelve ~~gas~~were orrevenue ~~oil~~producing ~~reservoir~~and two towere ~~the~~awaiting ~~depth~~connection ofto a ~~stratigraphic~~pipeline. ~~horizon~~We ~~known~~do tonot beintend ~~productive.~~to ~~Only~~drill ~~vertical~~any ~~dry~~additional ~~natural~~wells. ~~gas~~All wells were drilled in the Marcellus Shale ~~primary area in western Pennsylvania will be drilled~~formation. ~~Permits had been issued for up to thirteen wells to be drilled by us.~~ No other activities had occurred at December 31, ~~2013~~2014.

Our MGP has agreed to subordinate up to 60% of its share, as MGP, of our partnership net production revenues during a 96-month subordination period that began on January 1, 2014. As of December 31, 2014, the MGP had subordinated $ 27,533 of distributions to the investors.

Our ~~managing general partner (the “~~ MGP”) is MDS ~~Energy Development~~, ~~LLC (“MDS”),~~ a Pennsylvania limited liability company. The MGP’s affiliates, MDS Energy, Ltd. and M/D Gas, Inc., have previously sponsored and serve as managing general partner of ~~six~~eight private drilling partnerships, in the aggregate. Also, MDS sponsored its first private drilling partnership in 2012 and it ~~may~~sponsored ~~sponsor~~an additional private drilling ~~partnerships~~partnership in 2014.

First Class Energy, LLC, an affiliate of our MGP, ~~will~~provided ~~provide~~certain ~~the necessary~~ services to drill the wells on our behalf under our drilling and operating agreement with our MGP. Our MGP ~~will~~serves ~~serve~~ as our drilling contractor and operator (“driller/operator”) and will supervise the drilling, completing, and operating (administrative, gathering, transportation, well services) of the wells ~~to be~~ drilled by us and it and its affiliates will be paid at competitive rates for their services. The gas marketing will be handled by aan ~~related~~affiliated company, Snyder Brothers, Inc., which may also gather, transport and purchase our natural gas production at competitive rates in the area. The personnel of the driller/operator’s affiliates’ (MDS Energy, Ltd. and ~~the~~First ~~MGP~~Class Energy, LLC) help our MGP manage and operate ~~the~~our ~~MGP’s~~ business. These affiliates have limited information with respect to the ultimate recoverable reserves and production decline rates of vertical wells drilled in the Marcellus Shale primary area. Our MGP and its affiliates will receive substantial fees and profits in connection with this business.

Governance

We have no executive officers and currently do not have any directors. Because we do not employ any persons, our MGP has determined that we will rely on a Code of Business Conduct and Ethics adopted by MDS that applies to the executive officers, employees and other persons performing services for our MGP. Our MGP has determined that it will not establish an independent Board of Directors with an Audit Committee for us at this time.

Conflicts of Interest

Conflicts of interest are inherent in natural gas and oil partnerships involving non-industry investors because the transactions are entered into without arms’ length negotiation. The interests of the investors and those of our MGP and its affiliates may be inconsistent in some respects, and our MGP’s actions may not be the most advantageous to investors.

~~The~~We do ~~Partnership does~~ not directly employ any of the persons responsible for ~~its~~our management or operation. Rather, the personnel of MDS Energy, Ltd. and ~~MDS~~First ~~Energy~~Class ~~Development~~Energy, LLC help our MGP manage and operate our ~~MGP’s~~ business, and they will also spend a substantial amount of time managing their own business and affairs as well as the business and affairs of our MGP’s other affiliates, which creates a conflict regarding the allocation of their time between us and our MGP’s business and affairs and their other business interests. In this regard, ~~each~~our ~~partnership’s~~ policies and procedures for reviewing, approving or ratifying related party transactions with our MGP and its affiliates are set forth in the partnership agreement.

Liquidity and Capital Resources

~~Status~~Natural ofGas ~~the Sale of the Limited Partner Units~~Sales

AsWe currently ofuse ~~December~~the ~~31,~~“net-back” ~~2013~~method weof ~~received~~accounting ~~total~~for ~~cash~~arrangements ~~and~~related ~~subscriptions~~to ~~from~~our ~~investors~~commodity ~~of $15,001,000 (1,500~~sales.1 ~~units)~~We sell ~~which~~commodities ~~were~~at ~~paid~~the towellhead ~~our~~and ~~MGP~~collect ~~acting~~a asprice ~~operator~~under ~~and~~contracts ~~general~~with ~~drilling~~monthly ~~contractor~~pricing ~~under~~provisions, ~~our~~based ~~drilling~~on ~~and~~a ~~operating~~differential to ~~agreement.~~the ~~Our~~average ~~MGP~~monthly ~~contributed~~NYMEX ~~leases~~ (~~$124,987~~“NYMEX”), ~~paid~~price ~~for~~and 3%recognize ofrevenues based on the ~~10%~~wellhead ~~syndication/offering~~sales price as transportation costs downstream of ~~MGP~~the 3%wellhead =are ~~$450,030,~~incurred by the purchaser and ~~paid~~reflected ~~for~~in ~~all~~the ~~organization~~wellhead ~~costs~~price. ofThe ~~$750,050~~net-back ~~for~~method results in the recognition of a ~~total~~sales ~~MGP~~price ~~capital~~that ~~contribution~~is ofbelow ~~$1,325,067~~the indices for which the production is based.

As of December 31, 2014, all of the aggregate capital from our offering of the units had been expended, fourteen wells had been completed and twelve are revenue producing with two awaiting connection to gathering lines which are expected to be connected by September 30, 2015. As of December 31, 2014, approximately $1,193,000 of net revenue from the sale of natural gas had been received for approximately 457,000 MCF of production with an average realized price of $2.61 per MCF. The first well began producing in March, 2014. In addition, approximately $220,000 of net revenue from the sale of natural gas had been recorded as revenue as a result of our estimating revenue from production for which the proceeds of the sale of the natural gas had not yet been received and these amounts are recorded as accounts receivable. The average realizable price per MCF for this estimated revenue is $1.79 per MCF for the estimated production of 123,000 MCF of production.

Natural Gas Production Costs

Generally, natural gas production costs vary with changes in total natural gas production volumes. Transportation charges totaled approximately $224,000 or 39 cents per MCF. In addition, general field services and all other costs vary and can fluctuate based on services required, but are expected to increase as wells age and require more extensive repair and maintenance. These costs include water hauling and disposal, equipment repairs and maintenance, snow removal, environmental compliance and remediation and service rig workovers. Production and well maintenance costs for the year ended December 31, 2014 were approximately $ 94,000 or 16 cents per MCF.

Depreciation, Depletion and Amortization

DD&A expense for continuing operations was approximately $ 1,210,000 for the year ended December 31, 2014 as a result of production of 579,486 MCFs during 2014. The DD&A expense rate per MCF was approximately $ 2.17 for the year ended December 31, 2014.

At December 31, 2014 upon the receipt of a year-end reserve report, we reviewed our proved natural gas properties for possible impairment. The net capitalized costs of our wells exceeded the undiscounted future net cash flows from well production. As a result, an impairment of the properties was recorded, of approximately $ 6,629,000, by calculating the difference between the future discounted cash flows from the properties and the net capitalized costs as of December 31, 2014. Total capitalized costs as of December 31, 2014, before the impairment expense was $14,270,914.

Funding of Activities

Our MGP believes that our liquidity requirements will be satisfied from the proceeds of the offering and our MGP’s capital contributions without additional funds being required for operating costs before we begin receiving production revenues from our wells. We believe the cash flow from our operations is adequate to fund future ~~operation~~operations and distributions to our partners.

Availability of Financing to the Managing General Partner and associated entities

In June 2011, our MGP obtained a $1 million line of credit from S&T Bank at prime minus .5%, with an initial variable interest rate of 2.750%, which was amended in December 2012 to extend the maturity date to December 31, 2013 and subsequently extended to March 31, 2014 and was increased to $2 million in January 2013. The line of credit is secured by a deposit account pledged by Michael D. Snyder’s (The Chief Executive Officer and President of the MGP) parents. As of December 31, 2013, nothing had been borrowed under the line of credit. Our MGP and affiliates own less than 5% of the total outstanding shares of S&T Bank.

InAvailability ~~January 2013, MDS Associated Companies, Inc., which is the sole member~~ of ~~our~~Financing ~~MGP, and subsidiaries MDS Energy, Ltd., First Class Energy, LLC, and our MGP (collectively, the “borrowers”), agreed~~ to ~~revise their existing line of credit with PNC Bank, National Association, to increase~~ the ~~principal~~Managing ~~amount~~General ~~available~~Partner ~~from $1 million to $3 million~~ and ~~subsequently~~associated to $5 million extending the expiration date to April, 2014. The amount outstanding under this line of credit as of December 31, 2013 was $3,700,000.The line of credit is secured by all of the assets of the borrowers except fixtures used in connection with wells and the production and transportation of natural gas from the wells. The obligations of the borrowers under these facilities have been guaranteed by Michael D. Snyder.entities

In July, ~~addition~~2014, certain of the wholly-owned companies of MDS ~~Energy~~Associated Companies, ~~Ltd~~Inc., isan affiliate of the managing general partner, agreed to revise their existing line of credit with PNC Bank, National Association. Under the revised terms, $3,000,000 of the existing balance on the line of credit was converted to a ~~borrower~~term ~~under~~note ~~three~~of ~~financing~~60 ~~arrangements~~month duration with ~~David~~an Einterest rate of LIBOR plus 2.45%. ~~Snyder~~As of December 31, 2014, the ~~father~~outstanding balance was $2,750,000. In addition, there is a line of ~~Michael~~credit Dfor working capital in the amount of $2,000,000 that matures on July 30, 2015 with an interest rate of LIBOR plus 2.45% ~~Snyder~~and a line of credit for equipment in the amount of $4,500,000 that matures July 31, 2015 with an interest rate of LIBOR plus 2.50%. As of December 31, ~~2013~~2014, there was no outstanding balance under the ~~aggregate~~working ~~principal~~capital ~~amount~~line of credit and the outstanding balance under ~~these~~the ~~financing~~equipment ~~arrangements~~line isof credit was $3,~~050~~471,~~000~~725 which ~~may~~was ~~increase~~converted orto ~~decrease~~a interm ~~the~~note ~~future~~of 60 months duration with an interest rate of LIBOR plus 2.5%. ~~The~~All ~~financing~~credit ~~arrangements~~facilities are ~~subordinated~~guaranteed toby all the wholly-owned companies of MDS Associated ~~Energy~~Companies, ~~Ltd~~Inc.’s, ~~obligations~~including tothe ~~PNC~~managing ~~Bank~~general partner. The credit facilities are secured by all of the assets of the borrowers, ~~National~~including ~~Association~~the managing general partner’s, ~~under~~except fixtures used in connection with wells and the production ~~lines~~and transportation of ~~credit~~natural ~~described~~gas inand oil from the ~~preceding~~wells. ~~paragraph~~The obligations of the borrowers under these facilities have been guaranteed by Michael D. Snyder.

In addition, MDS Energy, Ltd., an affiliate of our MGP, is a borrower under two financing arrangements (unsecured line of credit and an unsecured demand note) with David E. Snyder, the father of Michael D. Snyder. As of December 31, 2014 the aggregate principal amount outstanding under these financing arrangements was $2,575,000, which may increase or decrease in the future. The unsecured line of credit is for $5,000,000 and borrowings bear interest at the prime lending rate less 1.25%. The outstanding balance as of December 31, 2014 was $1,325,000 and is payable on demand. The unsecured demand note bears interest at the Federal Fund target Rate plus 1% with a 2.5% floor and the outstanding balance was $1,250,00 and is payable on demand with interest payable quarterly. The financing arrangements are subordinated to MDS Associated Companies, Inc.’s obligations to PNC Bank, National Association, under the term note and line of credit described in the preceding paragraph.

Participation in Costs and Revenues and Distributions

Please refer to Note 3 to the financial statements for the details of how ~~the~~our ~~partnership’s~~ costs and revenues will be charged and credited between our MGP and ~~the~~our investors ~~in the Partnership~~ after deducting from ~~the~~our ~~partnership’s~~ gross revenues the landowner royalties and any other lease burdens. Some of the percentages will be determined either by the actual costs incurred by us to drill and complete our wells or by the final amount of our MGP’s capital contribution to us, which will not be known until after all of ~~the Partnership’s~~ our wells have been drilled and completed.

Critical Accounting Policies

The discussion and analysis of our financial condition is based upon our condensed balance sheets, which have been prepared in accordance with accounting principles generally accepted in the United States of America. We will base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, and 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. We will evaluate our estimates on an on-going basis.

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 annual report.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners

MDS Energy Public 2013-A LP:

We have audited the accompanying balance sheets of MDS Energy Public 2013-A Limited Partnership (Partnership) as of December 31, ~~2013~~2014 and ~~2012~~2013 and the related statements of operations, partners’ equity and cash flows for the ~~year~~years then ended ~~December 31, 2013~~. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal controls over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MDS Energy Public 2013-A Limited Partnership as of December 31, ~~2013~~2014 and ~~2012~~2013, and the results of its operations and its cash flows for the ~~year~~years ~~ended~~then ~~December 31~~ended, ~~2013~~ in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 58 to the financial statements, the Partnership has had significant related -party transactions with its Managing General Partner, MDS Energy Development, LLC.

Pittsburgh, Pennsylvania March 1713, ~~2014~~2015

Schneider Downs & Co., Inc.	One PPG Place	41 S. High Street
www.schneiderdowns.com	Suite 1700	Huntington Center, Suite 2100
	Pittsburgh, PA 15222	Columbus, OH 43215
	TEL 412.261.3644	TEL 614.621.4060
	FAX 412.261.4876	FAX 614.621.4062

The MDS ENERGY PUBLIC 2013-A LP

~~ITEM~~Condensed 8:Balance ~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~Sheets

The MDS ENERGY PUBLIC 2013-A LP

	December 31
	2014		2013
Assets
Current Assets
Cash and Cash Equivalents	$	18,264	$	1,312,723
Accounts Receivable		250,097
Total Current Assets		268,361		1,312,723

Drilling advances to Managing General Partner		-		15,001,000

Oil and Gas properties, successful efforts method		6,431,436		124,987
Oil and Gas properties ‐ net		6,431,436		124,987
Total Assets	$	6,699,797	$	16,438,710

Liabilities
Current Liabilities
Due to Managing General Partner	$	-	$	2,448,088
Accrued Expenses		134,629
Total Liabilities		134,629		2,448,088

Asset Retirement Obligations		129,630		-

Partners’ Equity		6,435,538		15,038,885
Subscription Receivable		-		(1,048,263	)
Partners’ Equity		6,435,538		13,990,622

Total liabilities and partners’ equity	$	6,699,797	$	16,438,710

~~Consolidated~~The ~~Balance~~accompanying ~~Sheets~~ notes are an integral part of these financial statements.

	December 31,			December 31,
	2013			2012
Assets
Current assets:
Cash and cash equivalents	$	1,312,723		$	-
Total current assets		1,312,723			-
Drilling advances to Managing General Partner		15,001,000
Oil and gas properties, successful efforts method		124,987			-
Oil and gas properties, net		124,987			-
Total assets	$	16,438,710		$	-
Liabilities and Partners’ Equity
Current liabilities:
Due to Managing General Partner	$	2,448,088		$	-
Total liabilities		2,448,088			-
Partners’ equity		15,038,885			100
Subscription Receivable		(1,048,263	)		(100	)
Partners’ equity		13,990,622			-
Total liabilities and partners’ equity	$	16,438,710		$	-

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

The MDS ENERGY PUBLIC 2013-A LP

Statement of Operations

~~Statement~~For ofthe ~~Partners’~~Years ~~Equity~~Ended December 31, 2014 and 2013

	Investor Partners			Managing General Partner			Subscription Receivable			Total
	2014			2013
Balance at May 2, 2012	$	-		$	-		$	-		$	-
Revenue
Partners’ contribution					100			(100	)		-
Revenue	$	1,501,077		$	-
Balance at December 31, 2012					100			(100	)		-
Miscellaneous		1,884			193
Partners’ capital contribution											-
Total Revenue		1,502,961			193
Capital Contribution		15,001,000						(1,048,263	)		13,952,737
Operating Costs and Expenses
Syndication costs		-			1,117,558						1,117,558
Gathering Expense		224,350
Leasehold Costs					124,987						124,987
Well Maintenance		94,114
Total Contributions		15,001,000			1,242,545			(1,048,263	)		15,195,282
DD&A Expense		1,215,236
											-
Impact Fee		47,300
Syndication and offering costs, immediately charged to capital					(1,117,558	)					(1,117,558	)
Accounting Fees		92,805
		15,001,000			124,987			(1,048,263	)		14,077,724
Bank Fees		72
Net Loss		(73,061	)		(14,041	)					(87,102	)
Impairment Charge		6,629,108
											-
Other expenses:
Balance December 31, 2013	$	14,927,939		$	110,946		$	(1,048,263	)	$	13,990,622
Organization Costs					82,522
Other					4,773
Total Expenses		8,302,985			87,295
Net Loss	$	(6,800,024	)	$	(87,102	)

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

The MDS ENERGY PUBLIC 2013-A LP

~~The~~Statements ~~MDS~~of ~~Energy~~Partner’s ~~Public 2013 - A LP~~Equity

Statement of Operations


	Investor Partners			Managing General Partner			Subscription Receivable			Total

Partners’ capital contribution

Capital Contribution	$	15,001,000		$	-		$	(1,048,263	)	$	13,952,737
Syndication costs					1,117,558			-			1,117,558
Leasehold Costs		-			124,987			-			124,987
Total Contributions		15,001,000			1,242,545			(1,048,263	)		15,195,282
											-
Syndication and offering costs, immediately charged to capital		-			(1,117,558	)		-			(1,117,558	)
		15,001,000			124,987			(1,048,263	)		14,077,724

Net Loss		(73,061	)		(14,041	)		-			(87,102	)
Balance December 31, 2013		14,927,939			110,946			(1,048,263	)		13,990,622

Collection of Subscription Receivable								1,048,263			1,048,263
Sales Commissions		(979,630	)		-						(979,630	)
Distriubtions		(707,726	)		(115,967	)		-			(823,693	)
Net Loss		(5,710,660	)		(1,089,364	)		-			(6,800,024	)

Balance at December 31, 2014	$	7,529,923		$	(1,094,385	)	$	-		$	6,435,538

	For the Year Ended
	December 31, 2013
Other income (expense)
Interest (expense) income	$	193
Organizational costs		(82,522	)
Other income (expense) - net		(4,773	)
		(87,102	)
Net Loss	$	(87,102	)

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

The MDS ~~Energy~~ENERGY ~~Public~~PUBLIC 2013 - A LP

Statements of Cash Flows

~~Statement~~For ofthe ~~Cash~~Year ~~Flows~~Ended December 31

	For the Year Ended December 31, 2013
	2014			2013
Cash flows from operating activities
Cash flows from Operating activities
Net Loss	$	(876,~~102~~800,024	)	$	(87,102	)
Adjustments to reconcile net loss to cash used for operations:
Adjustments to reconcile net loss to cash (used in) operations
Net used in operating activities		(87,102	)
Depletion		1,210,370			-
Cash flows from investing activities
Impairement Charge		6,629,108			-
Drilling Advances Paid to MGP		(15,001,000	)
Accretion		4,866			-
Advance from Managing General Partner		2,448,088
Total Adjustments to net loss to reconcile to net cash provided by (used in) operating activities		1,044,320			(87,102	)
Net cash used for investing activities		(12,552,912	)
Changes in assets and liabilities
Cash flows from financing activities
Accounts Receivable		(250,097	)		-
Investor Partners’ contributions		13,952,737
Accounts Payable and Accrued Expenses		134,629			-
Net cash provided by financing activities		13,952,737
Net Cash provided by operating activities		928,852			(87,102	)
Net change in cash and cash equivalents		1,312,723
Cash flows from investing activities
Cash and cash equivalents at beginning of year		-
Drilling Advances paid to the Managing General Partner		207			(15,001,000	)
Cash and cash equivalents at end of year	$	1,312,723
(Repayments to) Advances from the Managing General Partner		(2,448,088	)		2,448,088
Supplemental Schedule of non-cash investing and financing activities
Net cash used in investing activities		(2,447,881	)		(12,552,912	)
Assets contributed by the managing general partner
Cash flows from financing activities
Lease Costs	$	124,987
Collection of Subscription Receivable		1,048,263			-
Organizational and offering costs		1,200,080
Investor Partners’ contributions		-			13,952,737
	$	1,325,067
Distributions		(823,693	)		-
Net cash provided by financing activities		224,570			13,952,737
Net change in cash and cash equivalents		(1,294,459	)		1,312,723
Cash and cash equivalents at beginning of year		1,312,723			-
Cash and cash equivalents at end of year	$	18,264		$	1,312,723
SUPPLEMENTAL DISLOSURE OF NONCASH ACTIVITY
Asset retirement obligation, with corresponding increase to gas properties	$	124,764		$	-
Drilling Advances paid to the Managing General Partner	$	14,021,370
Investment in Gas Properties		(14,021,370	)
	$	-
Assets contributed by the managing general partner
Lease Costs				$	124,987
Organizational and offering costs					1,200,080
				$	1,325,067

~~The~~During ~~accompanying~~2013 ~~notes~~that ~~are~~Partnership anpaid ~~integral~~approximately ~~part~~$937,000 ofto ~~these~~the ~~audited~~MGP ~~consolidated~~to ~~financial~~pay ~~statements~~sales commission on their behalf, this amount was paid during 2014 and the partnerships capital balance was reduced accordingly.

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

MDS ENERGY PUBLIC 2013-A LP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2014 AND 2013

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

~~On May 3, 2012 (date of inception),~~ MDS Energy Public 2013-A LP (Partnership), awas ~~Delaware~~organized ~~limited~~in ~~partnership~~2013, in accordance with the laws of the state of Delaware. The Partnership, was formed for the purpose of drilling developmental natural gas wells. The Partnership has a maximum 50-year term, although the Partnership intends to terminate when all of the wells invested in by the Partnership become uneconomical to continue to operate, which may be approximately 15 years or longer. The Partnership was formed by MDS Energy Development, LLC (MDS), a related party, as the MGP and M/D Gas, Inc. (M/D), a related party, as the sole limited partner. In accordance with the terms of the limited partnership agreement, the MGP is authorized to manage all activities of the Partnership and initiates and completes substantially all transactions.

On May 2, 2013, the Partnership’s registration statement on Form S-1 (File No. 333-181993, 333-181993-01, 333-181993-02 and 333-181993-03) was declared effective for the Partnership’s public offering pursuant to which the Partnership ~~has begun~~ began soliciting potential investors on a “best efforts” basis. By December 31, 2013, the Partnership sold 1,500.1 units and received gross proceeds of $15,001,000 which were paid to the MGP acting as operator and general drilling contractor under the Partnership’s drilling and operating agreement. The MGP contributed leases, tangible equipment, and paid all syndication and offering costs, excluding sales commissions for a total capital contribution of approximately $1,325,067. The proceeds from the offering will be used to cover intangible drilling costs and equipment associated with the drilling of developmental natural gas wells in the Marcellus Shale formation in Pennsylvania.

General partner units ~~will~~were ~~be automatically~~ converted by the Partnership to limited ~~partners~~partner units upon the drilling and completion of all of the Partnership’s wells. In Aaccordance ~~well~~with isthe ~~deemed~~terms toof bethe ~~completed~~Limited ~~when~~Partnership ~~production~~Agreement ~~equipment~~(“Agreement”), isMDS ~~installed,~~manages ~~even~~all activities ~~though~~of the ~~well~~Partnership ~~may~~and ~~not~~acts ~~yet~~as bethe ~~connected~~intermediary tofor asubstantially ~~pipeline~~all ~~for~~Partnership ~~production~~transactions. The Partnership ofoperates ~~oil~~a orsingle ~~natural~~business ~~gas~~unit.

Investor partners may request that MDS repurchase units at any time beginning with the fifth anniversary after the offering termination date when certain conditions are met. The repurchase price is set at predominantly 70% of the present worth of future net revenues from the Proved Reserves as determined under the last reserve report and is reduced by an amount equal to all debts of the Partnership or, if greater, an amount equal to three times the total amount of distributions paid by the Partnership as a group during the previous twelve months. MDS is also permitted to adjust the purchase price under certain conditions for changes occurring after the date of the presentment request. Repurchase requests will be fulfilled by MDS on a first-come, first served basis and may not exceed 5% of the total units outstanding in any calendar year. As of December 31, 2014, the Partnership did not repurchase any units from limited partners. The repurchase feature may be suspended at any time if our MGP determines that we do not have any necessary cash flow or cannot borrow funds for this purpose on reasonable terms.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of significant accounting policies consistently applied by management in the preparation of the accompanying ~~balance~~financial ~~sheets~~statements follows:

~~Use~~Basis of ~~Estimates~~Presentation -– ~~The preparation of~~ the ~~balance~~financial ~~sheet~~statements ininclude ~~accordance~~only ~~with~~those ~~accounting~~assets, ~~principles~~liabilities ~~generally~~and ~~accepted~~results inof ~~the~~operations ~~United States~~ of ~~America~~the ~~requires~~partners ~~management~~which relate to ~~make estimates and assumptions that affect~~ the ~~amounts~~business ~~reported~~of in the ~~balance sheet and accompanying notes~~Partnership. The ~~Actual~~statements ~~results~~do ~~could~~not ~~differ~~include ~~from~~any ~~those~~assets, ~~estimates.~~liabilities, ~~Estimates~~revenues ~~that~~or ~~are~~expenses ~~particularly~~attributable ~~significant~~ to ~~the~~any ~~balance sheet include estimates~~ of ~~natural~~the ~~gas~~partners’ ~~revenue,~~other ~~natural gas reserves and future cash flows from natural gas properties~~activities.

~~Cash~~Management’s ~~Equivalents-The~~Estimates ~~carrying~~– ~~amounts~~The preparation of the Partnership’s ~~cash~~financial ~~equivalents~~statements ~~approximate~~in ~~fair~~accordance ~~values~~with ~~because~~accounting ofprinciples generally accepted in the ~~short~~United ~~maturities~~States of ~~these~~America ~~instruments~~(“U.S. ~~The~~GAAP”) ~~Partnership~~requires ~~maintains~~this ~~cash~~Partnership ~~deposits~~to ~~that~~make ~~might~~estimates atand ~~times~~assumptions ~~exceed~~that ~~federally~~affect ~~insured~~the amounts. ~~The~~reported in this Partnership’s ~~considers~~financial ~~all~~statements ~~highly~~and ~~liquid~~accompanying ~~investments~~notes. Actual ~~with~~results acould ~~remaining~~differ ~~maturity~~from ofthose ~~three~~estimates. Estimates ~~months~~which orare ~~less~~particularly atsignificant to the ~~time~~financial statements include estimates of ~~purchase~~natural togas beand NGL sales revenue, proved reserves, future cash ~~equivalents~~flows from natural gas and NGL’s properties.

~~Prepaid~~Cash ~~Drilling~~and ~~Programs~~Cash Equivalents - The Partnership’s ~~has~~cash ~~invested~~and cash ~~received~~equivalents include cash and interest-bearing money market deposits held by major financial institutions having original maturities of 90 days or less. The balance in the ~~offering~~Partnership ~~with~~account ais ~~related~~insured ~~party~~by ~~that~~Federal ~~will~~Deposit beInsurance ~~utilized~~Corporations, up to $250,000. The balance in ~~the~~these ~~future~~accounts ~~drilling~~may ~~efforts~~at ~~related~~times be in excess of federally insured amounts. The Partnership has not experienced losses in any such accounts to date and limits the ~~exploration~~Partnership’s ~~and~~exposure ~~production~~to ofcredit ~~natural~~loss ~~gas~~by placing its cash and ~~oil~~cash equivalents with high-quality financial institutions.

~~Leased~~Accounts Receivable ~~Property~~– -The ~~Leased~~Partnership ~~property~~records ~~was~~an ~~contributed~~estimate byof ~~the~~revenue ~~MGP,~~to ~~and~~be ~~will~~received bein ~~utilized~~future months for production in the months ~~drilling~~prior ~~efforts~~to the end of the reporting period, based upon estimated production information that is available to it. Substantially all of the Partnership’s production is sold to a related party of the Partnership. Management determined that no allowance for uncollectible amounts was necessary at December 31, 2014 and 2013, respectively.

~~Organizational~~Drilling ~~and~~Advances ~~Offering Costs - The MGP has agreed~~ to ~~pay~~Managing ~~all~~General ~~organizational~~Partner ~~and~~– ~~offering~~the ~~expenses,~~Partnership ~~excluding~~prepaid ~~sales~~the ~~commissions.~~cost ~~$1,200,080~~of indrilling ~~costs have been incurred. The organizational and offering costs paid by~~ the ~~MGP~~wells ~~will be included~~ in the ~~MGPs~~Program ~~capital contributions up~~ to ~~8% of~~ the ~~Partnership’s~~Managing ~~subscription~~General ~~proceeds~~Partner.

Gas Properties - The Partnership will use the successful efforts method of accounting for gas producing activities. Costs to acquire mineral interests in gas properties and to drill and equip wells will be capitalized. Depreciation and depletion will be computed on a field-by-field basis by the unit-of-production method based on periodic estimates of oil and gas reserves. Undeveloped leaseholds and proved properties will be assessed periodically or whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. Proved properties will be assessed based on estimates of future cash flows. Costs to drill exploratory wells that do not find proved reserves, geological and geophysical costs, and costs of carrying and retaining unproved properties will be expensed.

~~Impairment~~NOTE of2 ~~Long~~-~~Lived~~ ~~Assets-~~SUMMARY ~~Impairment~~OF ofSIGNIFICANT ~~long-lived~~ACCOUNTING ~~assets~~POLICIES ~~is recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying value.~~(continued)

~~Proceeds~~Gas ~~from~~Properties ~~the Sale of Wells/Leases~~- IfThe ~~the~~Partnership ~~parties’ capital~~ accounts ~~are~~for ~~adjusted~~its ~~to reflect the simulated depletion of a~~ natural gas orproperties ~~oil~~under ~~property of~~ the ~~Partnership,~~successful ~~then~~efforts ~~the~~method ~~portion~~of accounting. Costs of ~~the~~proved ~~total~~developed ~~amount~~producing ~~realized~~properties byand ~~the~~developmental ~~Partnership~~dry onhole ~~the~~costs ~~taxable~~are ~~disposition~~capitalized ofand ~~the~~depreciated ~~property~~or ~~that~~depleted ~~represents~~by ~~recovery~~the unit-of-production ~~its~~method ~~simulated~~based ~~tax~~on ~~basis~~estimated inproved ~~the~~developed ~~property~~producing ~~shall~~reserves. Property beacquisition ~~allocated~~costs toare ~~the~~depreciated ~~parties~~or indepleted ~~the~~on ~~same proportion as~~ the ~~aggregate~~unit-of-production ~~adjusted~~method ~~tax~~based ~~basis~~on ofestimated ~~the~~proved reserves. Leased property was ~~allocated~~contributed toby the ~~parties~~managing orgeneral ~~their~~partner, ~~predecessors~~and inwas ~~interest.~~utilized Ifin the ~~parties’~~drilling ~~capital~~efforts ~~accounts are adjusted to reflect the actual depletion~~ of ~~a natural gas or oil property of~~ the Partnership,. The ~~then~~Partnership ~~the~~calculates ~~portion~~depreciation, ofdepletion ~~the~~and ~~total~~amortization ~~amount~~(DD&A) ~~realized~~expense by ~~the~~using ~~Partnership~~as on the ~~taxable~~denominator ~~disposition of~~ the ~~property~~Partnership’s ~~the~~estimated ~~equals~~period-end ~~the~~reserves ~~parties’~~adjusted ~~aggregate~~to ~~remaining~~add ~~adjusted~~back ~~tax~~current ~~basis~~period inproduction. Upon the ~~property~~sale ~~shall~~or beretirement ~~allocated~~of tosignificant ~~the~~portions ~~parties~~of inor ~~the~~complete ~~proportion~~fields toof ~~their~~depreciable ~~respective~~or ~~remaining~~depletable ~~adjusted~~property, ~~tax~~the ~~basis~~net inbook ~~the~~value ~~property. Thereafter~~thereof, ~~any~~less ~~excess~~proceeds ~~shall~~or besalvage ~~allocated~~value, tois ~~the~~recognized ~~MGP~~ in anthe ~~amount~~statement ~~equal~~of tooperations ~~the~~as ~~difference,~~a ifgain ~~any,~~or ~~between~~loss. Upon the ~~fair~~sale ~~market value~~ of ~~the~~individual ~~lease~~wells, at the ~~time~~proceeds itare ~~was~~credited ~~contributed~~ to ~~the~~accumulated ~~Partnership~~DD&A. Costs ~~and~~to ~~its~~drill ~~simulated~~exploratory orwells ~~actual~~that ~~adjusted~~do ~~tax~~not ~~basis~~find atproved ~~the~~reserves, ~~time.~~geological ~~Any~~and ~~excess~~geophysical ~~shall~~costs beand ~~credited~~costs ~~generally~~of incarrying ~~accordance~~and ~~with~~retaining ~~the~~unproved ~~sharing~~properties ~~ratio~~are ~~utilized for the allocation of production revenues~~expensed.

~~Production~~The estimates ~~Revenues~~of -proved ~~The~~reserves ~~MGP~~are based on quantities of gas that engineering and ~~the~~geological ~~investors~~analysis demonstrates, with reasonable certainty, to be recoverable from established reservoirs in the future under current operating and economic conditions. Annually, the Partnership ~~will~~engages ~~share~~independent inpetroleum ~~all~~engineers to prepare a reserve and economic evaluation of all the Partnership’s ~~production~~properties ~~revenues~~on a well-by-well basis as of December 31. The process of estimating and evaluating gas reserves is complex, requiring significant decisions in the ~~same~~evaluation ~~percentage~~of available geological, geophysical, engineering and economic data. The data for a given property may also change substantially over time as ~~their~~a ~~respective~~result ~~capital~~of ~~contribution~~numerous ~~bears~~factors, including additional development activity, evolving production history and a continual reassessment of the viability of production under changing economic conditions. As a result, revisions in existing reserve estimates occur from time to time. Although every reasonable effort is made to ensure that reserve estimates reported represent the Partnership’s ~~total~~most ~~net~~accurate ~~capital~~assessments ~~contributions~~possible, ~~except~~the ~~that~~subjective decisions and variances in available data for various properties increase the ~~MGP~~likelihood ~~will~~of ~~receive~~significant anchanges ~~additional~~in 8%these estimates. Because estimates of reserves significantly affect this Partnership’s DD&A expense, a change in this Partnership’s estimated reserves could have an effect on the Partnership’s ~~production~~income ~~revenues~~or loss.

~~Asset~~Proved Property ~~Retirement~~Impairment ~~Obligations~~ - The Partnership ~~recognizes~~assesses anits ~~estimated~~producing ~~liability~~natural gas properties for possible impairment, upon a triggering event, by comparing net capitalized costs to estimated undiscounted future net cash flows on a well by well basis using estimated production based upon prices at which the ~~plugging~~Partnership ~~and~~reasonably ~~abandonment~~estimates the commodities to be sold. The estimates of future ~~its~~prices ~~gas~~may ~~wells~~differ ~~and~~from ~~related~~current ~~facilities~~market ~~(see~~prices ~~Note~~of 5)natural gas. Certain ~~The~~events, including but not limited to, downward revisions in estimates to the Partnership’s ~~recognizes~~reserve aquantities, ~~liability~~expectations ~~for~~of ~~its~~falling ~~future~~commodity ~~asset~~prices ~~retirement~~or ~~obligations~~rising operating costs, could result in ~~the~~a ~~current~~triggering ~~period~~event ifand, therefore, a ~~reasonable~~possible ~~estimate~~impairment of the Partnership’s proved crude oil and natural gas properties. If net capitalized costs exceed undiscounted future net cash flows, the measurement of impairment is based on estimated fair value ofutilizing ~~that~~a ~~liability~~future ~~can~~discounted becash ~~made.~~flows ~~The~~analysis, ~~associated~~which ~~asset~~is ~~retirement~~predominantly unobservable data or inputs, and is measured by the amount by which the net capitalized costs exceed their fair value. Estimated undiscounted future net cash flows are ~~capitalized~~determined asusing ~~part~~prices from the forward price curve at the measurement date. Estimated discounted future net cash flows are determined utilizing a risk adjusted discount rate that is based on rates utilized by market participants that are commensurate with the risks inherent in the development of the ~~carrying~~underlying ~~amount~~natural gas reserves. Due to the availability of new reserve information, the ~~long-lived~~Partnership ~~asset~~reviewed its proved natural gas properties for impairment at December 31, 2014. The Partnership recognized an impairment of proved properties of approximately $6,629,000 for the year ended December 31, 2014.

~~Income~~Production Tax ~~Taxes~~Liability -– ~~Since~~Production ~~the taxable income or loss of the Partnership is reported in the separate~~ tax ~~returns~~liability ofrepresents ~~the~~estimated ~~individual partners~~taxes, noprimarily ~~provision~~ad ~~has~~valorem ~~been~~and ~~made~~property, ~~for~~to ~~income~~be ~~taxes~~paid to by the ~~Partnership.~~states ~~Accounting for uncertainty in income taxes requires financial statement recognition, measurement~~ and ~~disclosure~~counties ~~of uncertain tax positions recognized~~ in anwhich ~~enterprise’s financial statements. Under this guidance, income tax positions must meet a more-likely-than-not recognition threshold at~~ the ~~effective~~Partnership ~~date to be recognized upon the adoption of the standard~~operates. The Partnership’s ~~did~~share ~~not have any unrecognized tax benefits, and there was no effect on its financial condition or results~~ of ~~operations as a result of implementing this standard. When necessary,~~ the ~~Partnership would accrue penalties and interest related to unrecognized~~ tax ~~benefits~~expense asis aincluded in ~~component~~gathering ~~of income tax~~ expense. The Partnership’s ~~will~~taxes ~~file~~payable aare ~~U.S.~~included ~~federal~~in ~~income~~accounts ~~tax~~payable ~~return,~~on ~~but income will be passed through to~~ the ~~partners~~balance sheets.

~~Transfers and~~Proceeds ~~Presentments~~from the Sale of Wells/Leases - ~~There~~If isthe noparties’ ~~established~~capital ~~public~~accounts ~~trading~~are ~~market~~adjusted ~~for~~to reflect the depletion of a natural gas property of the Partnership’s, ~~units~~then ~~and~~the portion of the total amount realized by the Partnership ~~does not~~on ~~anticipate~~the taxable disposition of the property that represents recovery of its simulated tax basis in the property shall be allocated to the parties in the same proportion as the aggregate adjusted tax basis of the property was allocated to the parties or their predecessors in interest. If the parties’ capital accounts are adjusted to reflect the actual depletion of a ~~market~~natural ~~for~~gas property of the Partnership, then the portion of the total amount realized by the Partnership on the taxable disposition of the property that equals the parties’s ~~units~~aggregate ~~will~~remaining ~~develop~~adjusted tax basis in the property shall be allocated to the parties in proportion to their respective remaining adjusted tax bases in the property. Thereafter, ~~The~~any excess will be allocated to the managing general partner in an amount equal to the difference, if any, between the fair market value of the lease at the time it was contributed to the Partnership’s ~~units~~and ~~may~~its simulated or actual adjusted tax basis at that time. Any excess shall be ~~transferred~~ ~~only~~credited generally in accordance with the ~~provisions~~sharing ofratio utilized for the ~~Partnership~~allocation ~~Agreement~~of ~~which~~production ~~requires:~~revenues.

●Asset Retirement Obligations - The ~~MGP~~Partnership ~~may~~applies ~~require~~the provisions of “Accounting for Asset Retirement Obligations” and “Accounting for Conditional Asset Retirement Obligations” and accounts for asset retirement obligations by recording the fair value of its plugging and abandonment obligations when incurred, which is at the time the well is completely drilled. Upon initial recognition of an ~~opinion~~asset retirement obligation, the Partnership increases the carrying amount of ~~counsel~~the ~~that~~long-lived ~~registration~~asset ~~under~~by the ~~applicable~~same ~~federal~~amount as the liability. Over time, the asset retirement obligations are accreted, over the estimated life of the related asset, for the change in their present value. The initial capitalized costs are depleted over the useful lives of the related assets, through charges to depreciation, depletion and ~~state~~amortization. If ~~law~~the fair value of the estimated asset retirement obligation changes, an adjustment is ~~not~~recorded ~~required;~~to both the asset retirement obligation and the asset retirement cost. Revisions in estimated liabilities can result from revisions of estimated inflation rates, escalating retirement costs and changes in the estimated timing of settling asset retirement obligations.

●Transfers and Presentments – There is no established public trading market for the ~~transfer~~Partnership’s units and we do not ~~result~~anticipate that a market for the Partnership’s units will develop. The Partnership’s units may be transferred only in ~~materially~~accordance ~~adverse~~with ~~tax~~the ~~consequences~~provisions toof usthe ~~and;~~Partnership Agreement which requires:

●· the ~~transfer~~MGP ~~does~~may ~~not~~require ~~contravene~~an ~~any~~opinion ~~terms~~ of ~~the~~counsel ~~Partnership~~that ~~Agreement.~~registration under applicable federal and state law is not required;

the transfer not result in materially adverse tax consequences to us and;

the transfer does not contravene any terms of the Partnership Agreement.

An assignee of a unit may become a substituted partner only upon meeting the following conditions:

●· the assignor gives the assignee the right;

●· the assignee pays to us all costs and expenses incurred in connection with the substitution; and

●· the assignee executes and delivers the instruments, which the MGP requires to effect the substitution and to confirm his or her agreement to be bound by the term of the Partnership Agreement.

~~A substitute~~As managing general partner, isMDS ~~entitled~~has the right to ~~all~~withhold $200 per month of Partnership revenues in Partnership reserves to cover future plugging and abandonment costs of the ~~rights~~well, beginning one year after each Partnership well begins producing. This $200 also includes the managing general partner’s share of ~~full~~revenues. The ~~ownership~~managing general partner’s retained revenues will be used exclusively for plugging and abandonment of the ~~assigned~~well. ~~units,~~To ~~including~~the extent any portion of those reserves ultimately is not required for the ~~right~~plugging and abandonment costs of the well it will be returned to ~~vote.~~the As general operating revenue of ~~December~~the ~~31,~~Partnership. There ~~2013~~ were no funds withheld from the Partnership’s ~~had~~revenues ~~sold~~for 1future plugging and abandonment costs during the years ended December 31,~~500~~ 2014 and 2013.~~1units.~~

Investor Partners may request that the MGP repurchase their units at any time beginning with the fifth anniversary after December 31, 2013 provided that certain conditions are met. The repurchase price is set at (i) predominantly 70% of the present worth of future net revenues from the proved reserves as determined under the last reserve report and is reduced by an amount equal to all of the Partnership’s debts (ii) an amount equal to three times the total amount of distributions paid by the Partnership to the participants as a group during the previous twelve months. The MGP is also permitted to adjust the purchase price under certain conditions for changes occurring after the date of the presentment request. Repurchase requests are fulfilled by the MGP on a first-come, first-served basis and may not exceed 5% of the total units outstanding.

~~Subsequent~~NOTE ~~Events~~2 - ~~Subsequent~~SUMMARY ~~events~~OF ~~are~~SIGNIFICANT ~~defined~~ACCOUNTING asPOLICIES events or transactions that occur after the balance sheet date, but before the financial statements are issued or are available to be issued. Management has considered for disclosure any material subsequent events through the date the financial statements were issued and concluded that no subsequent events, other than those already disclosed within the notes to the financial statements, have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements. (continued)

~~NOTE~~Commitments- 3As -Managing ~~PARTICIPATION~~General INPartner, ~~COSTS~~MDS ~~AND~~maintains ~~REVENUES~~ performance bonds for plugging, reclaiming and abandoning of this Partnership’s wells as required by governmental agencies. If a government agency were required to access these performance bonds to cover plugging, reclaiming or abandonment costs on a Partnership well, this Partnership would be obligated to fund any amounts in excess of funds previously withheld by the managing general partner to cover these expenses.

~~The~~Equipment ~~following~~Proceeds ~~table~~- ~~sets~~Proceeds ~~forth how the Partnership’s costs and revenues will be charged and credited between the MGP and investors in the Partnership, after deducting~~ from the ~~Partnership’s~~sale ~~gross~~or ~~revenues the landowner royalties and any~~ other ~~lease~~disposition ~~burdens. Some~~ of ~~the~~equipment ~~line items in the table do not have percentages stated, because the percentages~~ will be ~~determined~~credited ~~either~~to by the ~~actual~~parties ~~costs~~charged ~~incurred~~with by the ~~Partnership~~costs ~~to drill and complete its wells or by the final amount~~ of the ~~MGP’s~~equipment ~~capital~~in ~~contribution to~~ the ~~Partnership,~~ratio in which ~~will not be known until after all of~~ the ~~Partnership’s~~costs ~~wells~~were ~~have been drilled and completed~~charged.

	Managing General Partner			Units Issued by the Partnership
Partnership costs:
Dealer-Manager fee and organization and offering costs, except sales commissions		100	%		0	%
Sales Commissions (1)		0	%		100	%
Lease costs		100	%		0	%
Intangible drilling costs (2)		0	%		100	%
Equipment costs (3)		0	%		100	%
Operating, administrative, direct and all other costs			(4)			(4)
Partnership revenues:
Interest income on subscription proceeds (5)		0	%		100	%
Equipment proceeds (3)		0	%		100	%
All other revenues including production revenues and other interest income			(5)(6)(7)			(5)(6)(7)

Income Taxes - Since the taxable income or loss of the Partnership is reported in the separate tax returns of the individual partners, no provision has been made for income taxes by the Partnership.

1Accounting for uncertainty in income taxes requires financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. Under ~~The~~this ~~subscription~~guidance, ~~proceeds~~income ~~were~~tax ~~used~~positions must meet a more-likely-than-not recognition threshold at the effective date to ~~pay~~be ~~100%~~recognized upon the adoption of the ~~sales~~standard. The ~~commissions~~Partnership did not have any unrecognized tax benefits, and there was no effect on its financial condition. The Partnership has not identified any uncertain tax positions and as ~~discussed~~such no interest or penalties have been included in other expense on the ~~“Plan~~statement of ~~Distribution”~~operations. The Partnership will file a U.S. federal income tax return, but income will be passed through to the partners.

Fair Value Measurement - The Partnership measures assets and liabilities at fair value in accordance with the Codification topic, Fair Value Measurements and Disclosures. This topic defines fair value, establishes a framework for its measurement and requires disclosures regarding the Partnership’s fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amount of the Partnership’s cash and cash equivalents, accounts receivable, drilling advances to Managing General Partner, Due to Managing General Partner and accrued liabilities approximated fair value as of December 31, 2014.

Revenue Recognition - Sales of gas are recorded on the “net back” method. Sales are recognized when gas has been 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. Gas is sold by MDS to Snyder Brothers, Inc, Agent, an affiliated entity, in the market at prevailing prices with certain adjustments based on, among other factors, whether a well delivers to a gathering or transmission line, quality of gas and prevailing supply and demand conditions, so that the price of the gas fluctuates to remain competitive with other available gas supplies. As a result, the Partnership’s revenues from the sale of gas will suffer if market prices decline and benefit if they increase. However, MDS may from time to time enter into derivative agreements, usually with a term of two years or less which may either fix or collar a price in order to reduce market price fluctuations. The Partnership believes that the pricing provisions of its gas contracts are customary in the industry. The Partnership did not enter into derivative agreements for the years ended December 31, 2014 and 2013.

Recent Accounting Pronouncements- In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09 Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). ASU 2014-09 will supersede the revenue recognition requirements in Topic 605 Revenue Recognition and most industry-specific guidance. 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 (e.g., 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 ASU 2014-09. The core principle of ASU 2014-09 is that an entity should 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. The amendments in ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2016, with early adoption permitted. The Partnership is currently evaluating the impact ASU 2014-09 will have on its financial statements.

NOTE 3 – CONCENTRATION OF RISK

Accounts Receivable- This Partnership’s accounts receivable are from purchasers of natural gas production. The Partnership sells substantially all of its gas production to a customer who purchases from other Partnerships managed by the Partnership’s Managing General Partner. Inherent to the Partnership’s industry is the concentration of natural gas sales to a limited number of customers. This industry concentration has the potential to impact the Partnership’s overall exposure to credit risk in that its customers may be similarly affected by the changes in economic and financial condition, commodity prices and other conditions.

As of December 31, 2014 and 2013, the Partnership did not record an allowance for doubtful accounts. In making the estimate for receivables that are uncollectible, the Managing General Partner considers, among other things, subsequent collections, historical write-offs and overall creditworthiness of the Partnership’s customers. It is reasonably possible the estimate for uncollectible receivables will change periodically. Historically neither MDS nor any of the other Partnerships managed by the Partnership’s Managing General Partner, have experienced uncollectible accounts receivable. As of December 31, 2014 the Partnership sold 100% of the accounts receivable to a related party and did not incur any losses on accounts receivable for the years ended December 31, 2014 and 2013, respectively.

NOTE 4 - PARTICIPATION IN COSTS AND REVENUES

As of December 31, 2014, approximately $1,193,000 of net revenue from the sale of natural gas had been received or was known with certainty, which is approximately 457,000 MCF at an average price per MCF of approximately $2.61. In addition approximately $220,000 of net revenue from the sale of natural gas had been recorded as revenue as a result of the Partnership estimating revenue not yet received, which is approximately 123,000 MCF at an average price per MCF of $1.79. These amounts are recorded as accounts receivable. The total estimate of expenses to be deducted from those amounts is approximately $123,000, which are typically transportation, well maintenance and lease operating expenses.

The following table sets forth how the Partnership’s costs and revenues are charged and credited between the MGP and investors in the Partnership, after deducting from the Partnership’s gross revenues the landowner royalties and any other lease burdens. Some of the line items in the table do not have percentages stated, because the percentages were determined by the actual costs incurred by the Partnership to drill and complete its wells and the final amount of the MGP’s capital contribution to the Partnership at the effective date of the Partnership formation.


	Managing General Partner			Units Issued by the Partnership
Partnership costs:
Dealer-Manager fee and organization and offering costs, except sales commissions		100	%	0	%
Sales Commissions (1)		0	%	100	%
Lease costs		100	%	0	%
Intangible drilling costs (2)		0	%	100	%
Equipment costs (3)		0	%	100	%
Operating, administrative, direct and all other costs		(4	)	(4	)
Partnership revenues:
Interest income on subscription proceeds (5)		0	%	100	%
Equipment proceeds (3)		0	%	100	%

All other revenues including production revenues and other interest income			(5)(6)(7)		(5)(6)(7)

1.	The subscription proceeds were used to pay 100% of the sales commissions

2.	The subscription proceeds were used to pay 100% of the intangible drilling costs incurred by the Partnership in drilling and completing its wells.

3. The subscription proceeds of investors in the Partnership were used to pay 100% of the equipment costs incurred by the Partnership in drilling and completing its wells. Equipment proceeds, if any, and depreciation will also be allocated 100% to investors in the Partnership.

4.	These costs, which will also include plugging and abandonment costs of the wells after the wells have been drilled, produced and depleted, will be charged to the parties in the same ratio as the related production revenues being credited.

5.	The subscription proceeds earned interest until the escrow account was broken. This interest was credited to the investors’ account. All other interest income, including interest earned on the deposit of operating revenues, will be credited as natural gas production revenues are credited.

6.	The MGP and the investors will share in all of the Partnership’s other revenues in the same percentage that their respective capital contributions bear to the Partnership’s total capital contributions, except that the MGP will receive an additional 8% of the Partnership’s revenues.

7.	If a portion of the MGP’s Partnership net production revenue is subordinated, then the actual allocation of Partnership net production revenues between the MGP and the investors will vary from the allocation described in (6) above.

~~NOTE 4 – PARTNERS CAPITAL~~18

~~MDS~~NOTE ~~incurred~~5 ~~organization~~– ~~and~~PARTNERS offering costs of approximately $1,200,000. Offering costs were accounted for as a reduction in the capital contributions as of December 31, 2013. Organizational expenses were expensed by the Partnership. Additionally, MDS contributed leased property valued at approximately $125,000 that was included as a contribution of partners’ capital. MDS is responsible for lease costs and 100% of the organization and offering costs, except sales commissions. Offering and organizational costs incurred by MDS will be recorded as a reduction of capital contributions equal to the costs incurred by MDS through the completion of the Partnership offering, not to exceed 8% of Partnership subscription proceeds. Organizational expenses will be expensed as incurred.CAPITAL

17MDS contributed leased property valued at $124,987 that was included as a contribution of partners’ capital at December 31, 2013.

AThe ~~unit in the~~ Partnership ~~represents~~Agreement ~~the~~provides ~~individual~~that ~~interest~~MDS ofshall anreview ~~investor~~the ~~partner~~accounts inof the Partnership. ~~Transfers~~at ~~and~~least ~~assignments~~monthly ofto ~~units~~determine ~~are~~whether ~~restricted.~~cash ~~Furthermore,~~distributions ~~beginning~~are ~~five~~appropriate ~~years~~and ~~after~~ the ~~offering~~amount ~~terminates,~~to ~~investor~~be ~~partners~~distributed, ~~may~~if ~~request that MDS repurchase units provided certain conditions are met~~any.

The Partnership ~~partnership~~Agreement provides for the enhancement of investor cash distributions if the Partnership does not meet a performance standard defined in the agreement ~~provides~~during ~~that~~the ~~MDS~~first ~~shall~~8 ~~review~~years of operations beginning the ~~accounts~~earlier of the first full year of operation after all wells begin production or 12 months after the final closing of the Partnership. atIn ~~least~~general, ~~monthly~~if the cumulative distributions to ~~determine~~the ~~whether~~investors ~~cash~~is ~~distributions~~less ~~are~~than ~~appropriate~~10% of their subscriptions for years 1 through 5 and ~~the~~7.5% ~~amount~~of their subscriptions for years 6 through 8, MDS will subordinate up to be60% ~~distributed~~of its share, ifas ~~any~~MGP, of Partnership net production revenues. During 2014 the MGP subordinated $27,533 of distributions to investors.

~~The~~Subsequent to ~~partnership~~December ~~agreement~~31, ~~provides~~2013, ~~for~~ the ~~enhancement~~Partnership ofreceived ~~investor~~approximately $1,048,000 of cash ~~distributions~~deposits iffor ~~the~~subscriptions ~~Partnership~~receivable ~~does~~as ~~not~~of ~~meet~~December 31, a2013. ~~performance~~Cash ~~standard~~on ~~defined~~hand inat ~~the~~December ~~agreement~~31, ~~during~~2013 ~~the~~was ~~first~~approximately 8$1,313,000. ~~years~~The ofMGP ~~operations~~advanced ~~beginning~~to the ~~earlier~~Partnership ofapproximately ~~the~~$2,361,000 at ~~first~~December ~~full~~31, ~~year~~2013, ofso ~~operation~~that ~~after~~the ~~all~~Partnership ~~wells~~could ~~begin~~pay ~~production~~drilling oradvances 12to ~~months~~the ~~after~~drilling ~~the~~contractor. ~~final~~The ~~closing~~advance of ~~the~~$2,361,000 was ~~Partnership.~~repaid Inby ~~general~~January 27, if2014. In addition, the ~~cumulative~~sales ~~distributions~~commissions, towhich ~~the~~are ~~investors~~deducted isfrom ~~less~~the ~~than~~investors ~~10%~~equity, ofwere deducted ~~their~~from ~~subscriptions~~investor ~~for~~partners’ ~~years~~capital 1in ~~through~~the 5amount ~~and~~of 7$979,630.5% ofIn ~~their~~2013 ~~subscriptions~~the ~~for~~Managing ~~years~~General 6Partner ~~through~~contributed approximately 8$1,200,000 ~~MDS~~of organizational ~~will~~and ~~subordinate~~offering upcost to ~~60%~~the ofpartnership ~~its~~for ~~share,~~partnership ~~as MGP, of Partnership net production revenues~~interest.

~~Subsequent~~NOTE to6 ~~December~~– 31, 2013, the Partnership received approximately $1,048,000 of cash deposits for subscriptions receivable as of December 31, 2013. Cash on hand at December 31, 2013 was approximately $1,313,000. The MGP advanced to the Partnership approximately $2,361,000 at December 31, 2013, so that the Partnership could pay drilling advances to the drilling contractor. The advance of $2,361,000 was repaid by January 27, 2014. PROPERTIES

~~NOTE~~The 5Partnership -is ~~RELATED-PARTY~~engaged ~~ACTIVITIES~~solely in gas activities, all of which are located in Pennsylvania. Costs capitalized for these activities at December 31, 2014 are as follows:

The MGP will receive a fully accountable reimbursement for actual administrative costs. In its capacity as operator of the wells, the MGP will also receive reimbursement for direct costs, well supervision fees and fees for gas gathering services and any other services it provides, at competitive rates.


Leasehold Costs	$	124,987
Asset Retirement Obligation		124,764
Development Costs		14,021,163
Oil and gas properties, successful efforts method		14,270,914
Less: Accumulated Depreciation, Depletion and
Amortization		1,210,370
Impairment Expense		6,629,108
Oil and Gas Properties – net	$	6,431,436

~~MDS,~~Twelve wells ~~through~~were ~~entities~~revenue ~~under~~producing ~~common ownership, will perform drilling, administrative, gathering, transportation, well services~~ and ~~gas~~two ~~marketing~~wells ~~for~~were ~~the~~not ~~Partnership~~on ~~and~~line ~~will~~as beof ~~paid~~December at31, ~~competitive rates for these services~~2014.

The Partnership assesses its producing natural gas properties for possible impairment, upon a triggering event, by comparing net capitalized costs to estimated undiscounted future net cash flows on a well by well basis using estimated production based upon prices at which the Partnership reasonably estimates the commodities to be sold. If net capitalized costs exceed undiscounted future net cash flows, the measurement of impairment is based on estimated fair value utilizing a future discounted cash flows analysis, which is predominantly unobservable data or inputs, and is measured by the amount by which the net capitalized costs exceed their fair value. Estimated undiscounted future net cash flows are determined using prices from the forward price curve at the measurement date. Estimated discounted future net cash flows are determined utilizing a risk adjusted discount rate that is based on rates utilized by market participants that are commensurate with the risks inherent in the development of the underlying natural gas reserves. Due to the availability of new reserve information as of December 31, 2014, the Partnership reviewed its proved natural gas properties for impairment and recognized an impairment of proved properties of approximately $6,629,000.

NOTE 7 – ASSET RETIREMENT OBLIGATION

Changes in carrying amount of asset retirement obligations associated with gas properties for December 31, 2014 are as follows:


Balance at beginning of year:	$	- 0 -
Obligations assumed with development activities		124,764
Accretion expense		4,866
Balance at end of period	$	129,630

NOTE 8 - RELATED-PARTY ACTIVITIES

MDS will receive a fully accountable reimbursement for actual administrative costs. In its capacity as operator of the wells, MDS will also receive reimbursement for direct costs, well supervision fees and fees for gas gathering services and any other services it provides, at competitive rates.

MDS, through entities under common ownership, will perform drilling, administrative, gathering, transportation, well services and gas marketing for the Partnership and will be paid at competitive rates for these services. Drilling costs totaled approximately $14,021,370 for the year ended December 31, 2014 which were prepaid by the Partnership as of December 31, 2013. During the year ended December 31, 2014, MDS was paid approximately $2,559,000 to administer the drilling of the fourteen wells.

Transactions with Managing Partner and Affiliates

MDS is reimbursed for certain partnership expenses and receives fees for services as provided for in the Agreement. For the year ended December 31, 2014 the Partnership paid MDS approximately $94,000 for well maintenance.

NOTE 9 –CONTINGENCIES

From time to time, the Partnership is involved in various legal proceedings arising out of the normal conduct of its business. In the opinion of management, the ultimate resolution of such matters will not have a material effect on the financial position, results of operations or cash flows of the Partnership.

The Partnership is subject to various federal, state and local laws and regulations relating to the protection of the environment. The Partnership has established procedures for the ongoing evaluation of its operations, to identify potential environmental exposures and to comply with regulatory policies and procedures. The Partnership accounts for environmental contingencies in accordance with the Contingencies topic of the Codification. Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. [Expenditures that relate to an existing condition caused by past operations, and do not contribute on current or future revenue generation, as expensed.] Liabilities are recorded when environmental assessments and/or clean-ups are probably and the costs can be reasonably estimated. The Partnership maintains insurance that may cover in whole or in part certain environmental expenditures. During the years ended December 31, 2014 and 2013 as a result of the Managing General Partner’s periodic review, there were no material environmental remediation projects identified. As such the Partnership did not record a liability or expense for environmental remediation liabilities for the years ended December 31, 2014 or 2013.

NOTE 10 – SUBSEQUENT EVENTS

Subsequent events are defined as events or transactions that occur after the balance sheet date, but before the balance sheet is issued or is available to be issued. Management has evaluated subsequent events through March 13, 2015, the date on which the balance sheet was available and have determined that there are no subsequent events that require additional disclosure.

NOTE 11 – RESERVE INFORMATION (UNAUDITED)

The Partnership utilized the services of an independent petroleum engineer to estimate the Partnership’s proved natural gas reserves. These reserve estimates have been prepared in compliance with professional standards and reserve definitions prescribed by the SEC.

Proved reserves estimates may change, either positively or negatively, as additional information becomes available and as contractual, economic and political conditions change. This Partnership’s net proved reserve estimates have been adjusted as necessary to reflect all contractual agreements, royalty obligations and interests owned by others at the time of the estimate. Proved developed reserves are the quantities of natural gas expected to be recovered from currently producing zones under the continuation of present operating methods. Proved undeveloped reserves are those reserves expected to be recovered from existing wells where a relatively major expenditure is required for additional reserve development. As of December 31, 2014 there were no proved undeveloped reserves for this Partnership.

During the year, the Partnership incurred total capitalized costs of approximately $14,021,000 for the drilling of vertical wells in the Marcellus Shale Formation. No dry holes were drilled and no development or exploratory costs were incurred. All Partnership wells are categorized as proved producing wells.

The price used to estimate the Partnership’s reserves was approximately $ 2.831/mcf.

Future cash flows and production costs from the wells are estimated to be $11,953,000 and $4,434,000 respectively, resulting in future net cash flows before income taxes of $7,519,000. The estimated annual discount of 10% for timing of cash flows would be $3,709,000, resulting in a standardized measure of discounted future net cash flows of $3,810,000.

The following table presents the Partnership’s proved developed reserves as of December 31, 2014, the last time a reserve report was prepared


Proved developed reserves	Gas (MMCF)
Beginning of period	- 0 -
New Discoveries		4,779
Revisions Production		(579	)
End of Period		4,200

ITEM 9:

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A

CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and President and our Chief Financial Officer and ~~Secretary~~Treasurer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, ~~2013~~2014. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Partnership’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.

1821

Under the supervision of our MGP’s Chief Executive Officer and President, and Chief Financial Officer, 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 MGP’s Chief Executive Officer and President and Chief Financial Officer, concluded that, at December 31, ~~2013~~2014, 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~~our ~~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.

In addition we will begin the process of documenting and testing our internal control over financial reporting in order to report on the effectiveness of our internal controls as of December 31, 2013, as required following our public offering. We can provide no assurance at this time that management will be able to report that our internal control over financial reporting is effective as of December 31, 2013. As an emerging growth company, we are exempt from the requirement to obtain an attestation report from our independent registered public accounting firm on the assessment of our internal controls pursuant to the Sarbanes-Oxley Act of 2002 until 2018, or such time that we no longer qualify as an emerging growth company in accordance with the Jumpstart Our Businesses Startups Act of 2012.

PART III

ITEM 10:

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Our MGP manages our activities. Unit holders do not directly or indirectly participate in our management or operation or have actual or apparent authority to enter into contracts on our behalf or to otherwise bind us.

The following table sets forth information as of ~~February~~March 1510, ~~2014~~2015 with respect to those persons who serve as the officers of our MGP:

NAME POSITION OR OFFICE Michael D. Snyder Chief Executive Officer and President ~~Anthony~~Dennis JL. ~~Crisafio~~Hinderliter ~~Interim Part Time~~ Chief Financial Officer and Treasurer Randall L. Morris, Jr. Vice President of Operations Brannon P. McPherson Managing Vice President Michael S. Knapp Vice President of Land & Public Relations Adam W. Zellman Vice President of Natural Gas Operations Jason C. Knapp Vice President of Partnership Administration and Secretary

With respect to the biographical information set forth below, the approximate amount of an individual’s professional time devoted to the business and affairs of the MGP and its affiliates, including MDS Energy, Ltd., M/D Gas, Inc., and First Class Energy, have been aggregated.

Michael D. Snyder, age 2930, has served as the Chief Executive Officer and President of the MGP since its formation in February 2011. Mr. Snyder has over ten years of experience in all phases of natural gas and oil exploration and development in western Pennsylvania. He also serves as the Chief Executive Officer and President of MDS Energy Partners GP, LLC since its formation in November 2014. M/D Gas, Inc. since March 2008 and as the sole Director of M/D Gas, Inc. since January 2011. Mr. Snyder previously served as Vice President of M/D Gas, Inc. from its formation in May 2006 until March 2008 and as a director of M/D Gas, Inc. from May 2006 to January 2011. He further serves as President and Chief Executive Officer of First Class Energy, LLC since its formation in December 2007, and President of MDS Associated Companies, Inc. since its formation in January 2008 and sole Director of MDS Associated Companies, Inc. since January 2011. Previously, Mr. Snyder served as a director of MDS Associated Companies, Inc. from January 2008 to January 2011 and as the President of MDS Securities, LLC from February 2012 to June 2012. Mr. Snyder is a son of David E. Snyder, the Chairman, Chief Executive Officer and President of Snyder Brothers, Inc., the brother of Bryan K. Snyder, a Vice President of Snyder Brothers, Inc., a nephew of Mark A. Snyder, the corporate Secretary of Snyder Brothers, Inc. and a cousin Benjamin T. Snyder, the Vice President of Marketing of Synder Brothers, Inc., Mr. Michael Snyder is also an indirect minority shareholder of Snyder Brothers, Inc. There is no minimum amount of time that Mr. Snyder will devote exclusively to the business of MDS Energy Public 2013-A LP. Mr. Snyder devotes approximately 95% of his professional time to the business and affairs of the MGP and its affiliates.

Dennis L. Hinderliter, age 57, serves as the Chief Financial Officer and Treasurer of the MGP since August 15, 2014. Mr. Hinderliter also serves as the Chief Financial Officer and Treasurer of MDS Energy Partners GP, LLC since its formation in November 2014. MDS Associated Companies, Inc., First Class Energy, LLC, and M/D Gas, Inc. Previously, he served as the Chief Financial Officer of Texas Keystone, Inc. (“TKI”), a Pittsburgh based exploration and production company, until August 2014. He Joined TKI as Controller in August 2000. Prior to joining TKI, he had served as Chief Financial Office/Treasurer for Arthur T. Walker Estate Corporation, a privately held group of companies with operations in natural gas, bituminous coal reserves and mining and railroad transportation located in Western Pennsylvania with whom he worked for 19 years (known in the region as Shawmut Companies). He received his B.S. Degree from Clarion University in Business Administration in 1979. Mr. Hinderliter has been involved with the Institute of Management Accountants, Independent Oil & Gas Association of Pennsylvania and the Council of Petroleum Accountants Societies. Mr. Hinderliter devotes approximately 100% of his professional time to the business and affairs of the managing general partner and its affiliates.

~~Anthony J~~Randall L. ~~Crisafio~~ Morris, Jr., age 6133, has served as the ~~Interim~~Vice ~~Part-time~~President ~~Chief~~of ~~Financial~~Operations ~~Officer~~ of the MGP since ~~November~~July ~~1, 2013~~2012. Mr. ~~Crisafio~~Morris also serves as ~~Interim~~the ~~Part-time~~Vice ~~Chief~~President of ~~Financial~~Operations ~~Officer~~ of MDS ~~Associated~~Energy ~~Companies~~Partners GP, ~~Inc.~~LLC since its formation in November 2014, and M/D Gas, Inc., and ~~First~~MDS ~~Class Energy~~Associated Companies, ~~LLC~~Inc. since ~~November~~July ~~1, 2013~~2012. Previously, Mr. ~~Crisafio~~Morris isserved aas ~~Certified~~the ~~Public~~Vice ~~Accountant,~~President heand ~~has~~Chief ~~received~~Engineer ~~a Bachelor~~ of ~~Science~~the ~~degree~~MGP ~~in Business Administration~~ from ~~Duquesne~~February 2011 ~~University~~to inJuly ~~1974,~~2012. heMr. ~~was~~Morris ~~formerly~~also apreviously ~~partner~~served ~~with~~as ~~Ernst & Young, one of~~ the ~~Big~~Vice 4President ~~public accounting firms,~~ and ~~has~~Chief ~~since~~Engineer ~~served~~of asM/D anGas, ~~independent~~Inc. ~~business~~and ~~consultant~~MDS ~~for~~Associated Companies, ~~approximately twenty years~~Inc. Hefrom isJuly ~~currently~~2008 ~~serving~~to asJuly ~~interim~~2012. ~~contract~~Before ~~Chief~~that ~~Financial~~he ~~Officer~~was ~~and is~~ an ~~Advisory~~Engineer ~~Board member~~ for aGeneral ~~number~~Electric offrom ~~privately~~May ~~held~~2005 ~~companies.~~until InApril ~~addition~~2007 and ~~to his service to privately held companies,~~ he iswas ~~the~~a ~~contract~~Field ~~Chief~~Engineer ~~Financial~~Specialist ~~Officer~~ for ~~Empire~~Northrop ~~Energy,~~Grumman ~~LLC,~~from ~~the~~July US2004 ~~subsidiary~~until ofMay a2005. ~~company~~Mr. ~~listed~~Morris onreceived ~~the Australian Stock Exchange and serves as~~ a ~~Director~~Bachelor of ~~PDC~~Science degree ~~Energy,~~in ~~Inc.,~~Mechanical aEngineering ~~company~~from ~~listed~~The onPennsylvania ~~the~~State ~~NASDAQ,~~University ain ~~member~~2004. ofThere ~~the~~is ~~Compensation~~no ~~Committee~~minimum ~~and~~amount ~~former Chairman~~ of ~~the~~time ~~Audit~~that ~~Committee~~Mr. HeMorris will ~~was~~devote ~~previously~~exclusively ato ~~Director~~the business of ~~ALGI,~~MDS anEnergy ~~American~~Public ~~Stock~~2013-A ~~Exchange~~LP. ~~company,~~Mr. aMorris ~~member~~devotes ofapproximately ~~the~~100% ~~Compensation Committee and Chairman~~ of ~~the~~his ~~Audit~~professional time ~~Committee. Prior~~ to ~~beginning his consulting career he served as~~ the ~~Chief~~business ~~Operating Officer~~ and aaffairs ~~member~~ of the ~~Board~~MGP ofand ~~Directors~~its ~~of Cinema World, the then-eighteenth largest theater circuit in the US~~affiliates.

Randall L. Morris, Jr., age 31, has served as the Vice President of Operations of the MGP since July 2012. Mr. Morris also serves as the Vice President of Operations of M/D Gas, Inc. and MDS Associated Companies, Inc. since July 2012. Previously, Mr. Morris served as the Vice President and Chief Engineer of the MGP from February 2011 to July 2012. Mr. Morris also previously served as the Vice President and Chief Engineer of M/D Gas, Inc. and MDS Associated Companies, Inc. from July 2008 to July 2012. Before that he was an Engineer for General Electric from May 2005 until April 2007 and he was a Field Engineer Specialist for Northrop Grumman from July 2004 until May 2005. Mr. Morris received a Bachelor of Science degree in Mechanical Engineering from The Pennsylvania State University in 2004. There is no minimum amount of time that Mr. Morris will devote exclusively to the business of MDS Energy Public 2013-A LP. Mr. Morris devotes approximately 100% of his professional time to the business and affairs of the MGP and its affiliates. 22

Brannon P. McPherson, age 4143, has served as the Managing Vice President of the MGP since January 2013. Mr. McPherson also serves as ~~the~~ Managing Vice President of ~~Sales~~MDS –Energy ~~National~~Partners ~~Accounts for MDS Securities~~GP, LLC, ~~which~~since ~~serves~~its asformation ~~the~~in ~~dealer-manager~~November ~~for this offering~~2014. Previously, Mr. McPherson served as the Managing Executive Vice President of Partnership Administration for the MGP from December 2011 to December 2012. From March 2007 until joining the MGP in December 2011, Mr. McPherson was employed as a Regional Marketing Director by Atlas Energy, L.P. He worked as a retirement sales consultant and in institutional sales and marketing for the Teachers Insurance Annuity Association – College Retirement Equities Fund from January 1995 until March 2007. Mr. McPherson was previously licensed as an associated person with ARI Financial Services, Inc. from December 2011 to December 2012. Mr. McPherson received a B.A. degree in Writing from Regis College in 1994 and a M.B.A. degree from Regis University in 1998. There is no minimum amount of time that Mr. McPherson will devote exclusively to the business of MDS Energy Public 2013-A LP. Mr. McPherson devotes approximately 100% of his professional time to the business and affairs of the MGP and its affiliates.

Michael S. Knapp, age 3132, has served as the Vice President of Land & Public Relations for the MGP since July 2012. Mr. Knapp also serves as the Vice President of Land & Public Relations for M/D Gas, Inc. and MDS Associated Companies, Inc. since July 2012. Mr. Knapp also serves as Vice President of Land & Public Relations of MDS Energy Partners GP, LLC since its formation in November 2014. Previously he served as founder and President of Knapp Acquisitions & Production, LLC from December 2009 to July 2012, land acquisition agent for MDS Energy, Ltd. from October 2007 to August 2009 and founder and President of OC Pool Management, Inc. from March 2005 to October 2008. Michael S. Knapp is a brother of Jason C. Knapp, the Vice President ~~and Chief Executive Officer~~ of ~~MDS~~Partnership ~~Securities,~~Administration and ~~LLC.,~~Secretary ~~which~~for ~~serves as~~ the ~~dealer-manager of this offering~~MGP. There is no minimum amount of time that Mr. Knapp will devote exclusively to the business of MDS Energy Public 2013-A LP. Mr. Knapp devotes approximately 100% of his professional time to the business and affairs of the MGP and its affiliates.

Adam W. Zellman, age 3133, has served as the Vice President of Natural Gas Operations for the MGP since July 2012. Mr. Zellman also serves as the Vice President of Natural Gas Operations for MDS Energy Partners GP, LLC since its formation in November 2014 and M/D Gas, Inc. and MDS Associated Companies, Inc. since July 2012. Mr. Zellman previously served as the Production Manager for MDS Energy, Ltd. since October 2007. Mr. Zellman supervises and coordinates the maintenance and production of natural gas from vertical Marcellus Shale wells, in addition to shallower wells drilled to other zones or formations in the Appalachian Basin. Mr. Zellman received a Bachelor of Science degree in Environmental Geography from Indiana University of Pennsylvania in 2005. There is no minimum amount of time that Mr. Zellman will devote exclusively to the business of MDS Energy Public 2013-A LP. Mr. Zellman devotes approximately 100% of his professional time to the business and affairs of the MGP and its affiliates.

20Jason C. Knapp, age 28, has served as the Vice President of Partnership Administration and Secretary for the MGP since January 2013. Mr. Knapp also serves as the Vice President of Partnership Administration and Secretary of MDS Energy Partners GP, LLC Since its formation in November 2014 and MDS Associated Companies, Inc. and M/D Gas, Inc. since January 2013. Mr. Knapp also serves as the Secretary of First Class Energy, LLC. Previously he served as a land acquisition agent for MDS Energy, Ltd. from July 2010 to April 2012. Mr. Knapp continues to serve as a land manager for MDS Energy, Ltd. Mr. Knapp is also President, Chief Executive Officer, and sole Director of MDS Securities, LLC, which serves as the dealer-manager of this offering. Mr. Knapp received a Bachelor of Arts degree in Philosophy from the University of Maryland, College Park in May 2010. There is no minimum amount of time that Mr. Knapp will devote exclusively to the business of MDS Energy Public 2013-A LP. Mr. Knapp devotes approximately 100% of his professional time to the business and affairs of the MGP and its affiliates. Jason C. Knapp is a brother of Michael S. Knapp, the Vice President of Land & Public Relations for the MGP.

Jason C. Knapp, age 26, has served as the Vice President of Partnership Administration and Secretary for the MGP since January 2013. Mr. Knapp also serves as the Vice President of Partnership Administration and Secretary of MDS Associated Companies, Inc. and M/D Gas, Inc. since January 2013. Mr. Knapp also serves as the Secretary of First Class Energy, LLC. Previously he served as a land acquisition agent for MDS Energy, Ltd. from July 2010 to April 2012. Mr. Knapp continues to serve as a land manager for MDS Energy, Ltd. Mr. Knapp is also President, Chief Executive Officer, and sole Director of MDS Securities, LLC, which serves as the dealer-manager of this offering. Mr. Knapp received a Bachelor of Arts degree in Philosophy from the University of Maryland, College Park in May 2010. There is no minimum amount of time that Mr. Knapp will devote exclusively to the business of MDS Energy Public 2013-A LP. Mr. Knapp devotes approximately 100% of his professional time to the business and affairs of the MGP and its affiliates. Jason C. Knapp is a brother of Michael S. Knapp, the Vice President of Land & Public Relations for the MGP. 23

ITEM 11:

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

We do not directly employ any persons to manage or operate our businesses. Instead, all of the persons (including executive officers of our MGP and other personnel) necessary for the management of our business are employed and compensated by MDS Associated Companies, Inc. Pursuant to our partnership agreement, our MGP manages our operations and activities through its affiliates’ employees (including employees of the ~~MGP and~~ MDS Energy, Ltd. and First Class Energy, LLC). No officer or director of our MGP receives any direct enumeration or other compensation from us. (see “Item 13: Certain Relationships and Related Transactions” for a discussion of compensation paid by us to our MGP).

ITEM 12:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of December 31, ~~2013~~2014, we had 1,500.10 units outstanding. No officer or director of our MGP owns any units, with the exception of ~~the~~our MGP’s CEO and President who owns 28.4 units. Although, subject to certain conditions, investor partners may present their units to us beginning with the fifth calendar year after the partnership closes for purchase, our MGP is not obligated by the Partnership Agreement to purchase more than 5% of our total outstanding units in any calendar year. Our MGP is owned 100% by MDS Associated Companies, Inc. Also, the repurchase feature may be suspended by our MGP at any time if it determines that we do not have the necessary cash flow or cannot borrow funds for this purpose on reasonable terms.

ITEM 13:

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Oil and Gas Revenues. Our MGP is allocated approximately 16.1% of our oil and gas revenues in return for its payment and/or contribution of services towards our syndication and offering costs equal to 8% of our subscriptions, and its contributions to us of all of the oil and gas leases for a total capital contribution of $1,325,067. During the year ended December 31, ~~2013~~2014, our MGP ~~did~~received ~~not~~revenues ~~receive~~of ~~any~~approximately ~~revenues~~$ ~~for~~223,000 from our net production revenues.

Leases. Following the final closing date, for the offering of our units to potential investors, which was December 31., 2013 our MGP contributed oil and gas leases to us covering 13 undeveloped prospects for the wells we ~~will~~drilled ~~drill~~ and our MGP received a credit to its capital account in the amount of $124,987.

~~Administrative Costs~~Drilling Contracts. After ~~Our~~the ~~MGP~~closing ~~receives~~date anof ~~unaccountable~~the offering of our units to investors, ~~fixed~~we ~~fee~~entered ~~reimbursement~~into ~~for~~a ~~their~~drilling ~~administrative~~contract ~~costs~~with ofour ~~$100~~MGP ~~per~~to ~~well~~drill ~~per~~and ~~month,~~complete ~~which~~approximately is14 ~~proportionately~~gross ~~reduced~~and ifnet wewells ~~acquire~~on ~~less~~our ~~than~~behalf. ~~100%~~The oftotal ~~the~~amount ~~working~~paid ~~interest~~to inour aMGP ~~well.~~for ~~During~~drilling ~~the~~and ~~year~~completing ~~ended~~the ~~December~~wells 31was $15,001,000 ~~2013~~for ~~our~~the ~~MGP~~year ~~received~~ended noDecember ~~administrative~~31, ~~costs~~2013.

~~Drilling Contracts~~Well Charges. Our ~~After~~MGP, ~~the~~as ~~closing~~operator ~~date~~ of ~~the~~our ~~offering~~wells, ofis ~~our~~reimbursed ~~units~~at toactual ~~investors,~~cost wefor ~~entered~~all ~~into~~direct aexpenses ~~drilling~~incurred ~~contract~~on ~~with~~ our ~~MGP~~behalf toand ~~drill~~receives ~~and~~well ~~complete~~supervision ~~approximately~~fees 13for ~~gross~~operating and ~~net~~maintaining the wells onduring ~~our~~producing ~~behalf.~~operations ~~The~~in ~~total~~the amount ~~paid~~of $800 per well per month subject to ~~our~~an ~~MGP~~annual adjustment for ~~drilling~~inflation. ~~and~~The ~~completing~~well supervision fees are proportionately reduced to the ~~wells~~extent ~~was~~we ~~$15,001,000~~acquire ~~for~~less than 100% of the working interest in a well. For the year ended December 31, 2014 and 2013, our MGP received $ 74,400 and $ -0- respectively, for well supervision fees.

~~Well Charges~~Dealer-Manager Fees. As ~~Our~~part ~~MGP,~~of asthe ~~operator~~offering of our ~~wells,~~units isto ~~reimbursed~~potential atinvestors, ~~actual~~MDS ~~cost~~Securities, ~~for~~LLC, ~~all~~an ~~direct~~affiliate ~~expenses~~of ~~incurred on~~ our ~~behalf~~ MGP and ~~receives well supervision fees for operating and maintaining~~ the ~~wells~~dealer-manager ~~during producing operations in the amounts~~ of ~~$800~~our ~~per~~initial ~~well~~offering, ~~per~~received ~~month~~a ~~subject~~3% todealer-manager anfee ~~annual~~and ~~adjustment~~a ~~for inflation. The well supervision fees are proportionately reduced to the extent we acquire less than 100~~7% ofsales ~~the~~commission ~~working~~for ~~interest in~~ a ~~well.~~total syndication ~~For~~offering ~~the~~fee ~~year~~amount ~~ended~~of ~~December 31~~$1, ~~2013~~420, ~~our MGP received no well supervision fees~~660.

~~Dealer-Manager Fees~~Transportation Fee. We pay Asgathering ~~Part~~fees ofto ~~the~~our ~~offering~~MGP, ofand ~~our~~other ~~units~~affiliated tocompanies ~~potential~~including ~~investors~~Snyder Brothers, Inc., MDS ~~Securities~~Energy, ~~LLC~~Ltd., anFurnace ~~affiliate~~Run ofPipeline, LP, ~~our~~and ~~MGP~~Mushroom ~~and~~Farm ~~the~~Pipeline, ~~dealer-manager~~LP ofat ~~our~~a ~~initial~~competitive ~~offering~~rates ~~received~~for aeach 3%MCF ~~dealer-manager~~of ~~fee~~our ~~and~~natural agas 7%transported. ~~sales~~For ~~commission~~the ~~for~~years aended December ~~total~~31, ~~syndication~~2014 ~~offering~~and ~~fee~~2013, ~~amount~~gathering fees of approximately $1 224,~~420~~000 and $ -0- respectively,~~660~~ were paid to our MGP or to affiliated companies.

Transportation Fee. We will pay gathering fees to our MGP, and other affiliated companies including Snyder Brothers, Inc., MDS Energy, Ltd., Furnace Run Pipeline, LP, and Mushroom Farm Pipeline, LP at a competitive rates for each Mcf of our natural gas transported. For the years ended December 31, 2013, no gathering fees were paid to our MGP nor to affiliated companies.24

21Other Compensation. For the year ended December 31, 2013 our MGP advanced funds to us for a short period at the end of the year. The funds advanced were repaid by January 27, 2014.

Other Compensation. For the year ended December 31, 2013 our MGP did advance funds to us, for a short period at the end of the year. The funds advanced were repaid by January 27, 2014.

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

For the years ended December 31, ~~2013~~2014 and ~~2012~~2013, the accounting fees and services charged by our independent registered auditors, Schneider Downs & Co., Inc., were as follows:

	Years Ended December 31,
	2013				2012
	2014			2013
Audit fees	$	4420,~~500~~000	~~(1)~~		$44,500	~~6,418~~

(1). Represents an estimated amount

Audit Committee Pre-Approval Policies and Procedures

We do not have an audit committee nor does our MGP. On at least an annual basis, our MGP’s CEO & President and Chief Financial Officer will review audit and non-audit services performed by Schneider Downs & Co., Inc. as well as the fees charged by Schneider Downs & Co., Inc. for such services. Our policy is that all audit and non-audit services must be pre-approved by our MGP’s CEO & President and Chief Financial Officer. All of such services and fees were pre- approved during ~~2013~~2014 and ~~2012~~2013.

PART IV

ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Description	Location	~~Location~~
Certificate of Limited Partnership for MDS Energy Public 2013-A, LP (1)	Previously filed on our Form S-1	~~Previously filed on our Form S-1~~
Amended and Restated Certificate and Agreement of Limited Partnership for MDS Energy Public 2013-A, LP (1)	Previously filed on our Form S-1	~~Previously filed on our Form S-1~~
Drilling and Operating Agreement for MDS Energy Public 2013-A, LP (1)	Previously filed on our Form S-1	~~Previously filed on our Form S-1~~
(1) Filed on (June 8, 2012) in the Form S-1 Registration Statement dated June 8, 2012, File No. ###-##-####

(1) Filed on (June 8, 2012) in the Form S-1 Registration Statement dated (June 8, 2012), File No. ###-##-####

EXHIBIT INDEX


Exhibit No.	Description

31.1	Rule 13(a)-14(a) Certification of Principal Executive Officer.	Filed herewith
31.2	Rule 13(a)-14(a) Certification of Principal Financial Officer.	Filed herewith
32	Section 1350 Certification of Principal Executive Officer and Principal Financial Officer.	Filed herewith

2225

SIGNATURES

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

MDS ENERGY PUBLIC 2013 - A LP
	MDS Energy Development, LLC, its Managing General Partner
Date: March 14, 2014		/s/ Michael D. Snyder
		Michael D. Snyder, Chief Executive Officer and President
Date: March 14, 2014		/s/ Anthony J. Crisafio
		Anthony J. Crisafio, Interim Part-time Chief Financial Officer

MDS ENERGY PUBLIC 2013 - A LP

	MDS Energy Development, LLC, its Managing General Partner

Date: March 13, 2015		/s/ Michael D. Snyder
		Michael D. Snyder, Chief Executive Officer and President

Date: March 13, 2015		/s/ Dennis L. Hinderliter
		Dennis L. Hinderliter, Chief Financial Officer

Filing Compare · MDS ENERGY PUBLIC 2013-A LP