United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended ~~June~~September 30, 2016

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

For the transition period from to

Commission file number 000-54378

ATLAS RESOURCES SERIES 28-2010 L.P.

(Name of small business issuer in its charter)

Delaware		27-2101952
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Park Place Corporate Center One
1000 Commerce Drive, 4th Floor
Pittsburgh, PA		15275
(Address of principal executive offices)		(zip code)

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x☒ No ¨☐

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

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

ATLAS RESOURCES SERIES 28-2010 L.P.

(A Delaware Limited Partnership)

INDEX TO QUARTERLY REPORT

ON FORM 10-Q

		PAGE
PART I.	FINANCIAL INFORMATION (Unaudited)
Item 1:
	Condensed Balance Sheets as of June 30, 2016 and December 31, 2015	3
	Condensed Balance Sheets as of September 30, 2016 and December 31, 2015	3
	Condensed Statements of Operations for the Three and Six Months ended June 30, 2016 and 2015	4
	Condensed Statements of Operations for the Three and Nine Months ended September 30, 2016 and 2015	4
	Condensed Statements of Comprehensive (Loss) Income for the Three and Six Months ended June 30, 2016 and 2015	5
	Condensed Statements of Comprehensive Income (Loss) for the Three and Nine Months ended September 30, 2016 and 2015	5
	Condensed Statement of Changes in Partners’ Capital for the Six Months ended June 30, 2016	6
	Condensed Statement of Changes in Partners’ Capital for the Nine Months ended September 30, 2016	6
	Condensed Statements of Cash Flows for the Six Months ended June 30, 2016 and 2015	7
	Condensed Statements of Cash Flows for the Nine Months ended September 30, 2016 and 2015	7
	Notes to Condensed Financial Statements	8
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1415
Item 4:	Controls and Procedures	1821
PART II.	OTHER INFORMATION
Item 1:	Legal Proceedings	1822
Item 6:	Exhibits	1923
SIGNATURES		2024
CERTIFICATIONS

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ATLAS RESOURCES SERIES 28-2010 L.P.

CONDENSED BALANCE SHEETS

(Unaudited)

	June 30,2016		December 31,2015
	September 30,2016		December 31,2015
ASSETS
Current assets:
Cash	$	~~506~~116,~~600~~900	$	181,200
Accounts receivable trade-affiliate		~~651~~1,~~400~~154,300		1,068,400
Current portion of derivative assets		~~286~~83,~~900~~100		799,500
Total current assets		1,~~444~~354,~~900~~300		2,049,100
Gas and oil properties, net		25,~~779~~361,900		26,622,200
Long-term asset retirement receivable-affiliate		7592,~~200~~600		40,400
Total assets	$	2726,~~300~~808,~~000~~800	$	28,711,700
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable trade-affiliate	$	130,700	$	-
Accrued liabilities	$	195,100	$	181,600
Accrued liabilities		161,200		181,600
Put premiums payable-affiliate		-		162,700
Put premiums payable-affiliate		82,500		162,700
Total current liabilities		195,100		344,300
Total current liabilities		374,400		344,300
Asset retirement obligations		3,920,300		3,793,000
Asset retirement obligations		3,877,800		3,793,000
Commitments and contingencies (Note 6)
Partners’ capital:
Managing general partner’s interest		3,~~773~~886,~~500~~300		3,905,600
Limited partners’ interest (7,500 units)		1918,~~272~~806,~~500~~700		20,665,000
Accumulated other comprehensive income		~~1,800~~400		3,800
Total partners’ capital		2322,~~047~~693,~~800~~400		24,574,400
Total liabilities and partners’ capital	$	2726,~~300~~808,~~000~~800	$	28,711,700

See accompanying notes to condensed financial statements.

ATLAS RESOURCES SERIES 28-2010 L.P.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months EndedJune 30,						Six Months EndedJune 30,
	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	2016			2015			2016			2015
REVENUES
Natural gas	$	1,~~157~~462,~~300~~500		$	1,~~631~~545,~~400~~500		$	23,~~308~~771,~~500~~000		$	35,~~997~~542,~~300~~800
(Loss) gain on mark-to-market derivatives		(134,200)			96,800			(11,800)			172,300
Gain on mark-to-market derivatives		12,900			276,600			1,100			448,900
Total revenues		1,~~023~~475,~~100~~400			1,~~728~~822,~~200~~100			23,~~296~~772,~~700~~100			45,~~169~~991,~~600~~700
COSTS AND EXPENSES
Production		~~781~~921,~~600~~700			1987,~~276,400~~300			12,~~749~~671,~~600~~300			23,~~352~~339,~~600~~900
Depletion		~~409~~418,~~700~~000			~~647~~602,~~200~~100			~~826~~1,244,000			1,~~244~~846,~~300~~400
Accretion of asset retirement obligations		42,400			55,000			84,800			110,000
Impairment		-			6,320,500			-			6,320,500
General and administrative		33,200			35,000			66,800			69,200
Accretion of asset retirement obligations		42,500			55,000			127,300			165,000
Total costs and expenses		1,266,900			2,013,600			2,727,200			3,776,100
General and administrative		32,800			35,000			99,600			104,200
Net (loss) income	$	(243,800)		$	(285,400)		$	(430,500)		$	393,500
Total costs and expenses		1,415,000			7,999,900			4,142,200			11,776,000
Allocation of net (loss) income:
Operating income (loss)		60,400			(6,177,800	)		(370,100	)		(5,784,300)
Managing general partner	$	50,800		$	14,400		$	26,000		$	261,100
Loss on abandonment of well		-			(212,000	)		-			(212,000	)
Limited partners	$	(294,600)		$	(299,800)		$	(456,500)		$	132,400
Net income (loss)	$	60,400		$	(6,389,800	)	$	(370,100	)	$	(5,996,300	)
Net (loss) income per limited partnership unit	$	(39)		$	(40)		$	(61)		$	18
Allocation of net income (loss):
Managing general partner	$	108,200		$	(2,193,100	)	$	134,200		$	(1,932,000	)
Limited partners	$	(47,800	)	$	(4,196,700	)	$	(504,300	)	$	(4,064,300	)
Net loss per limited partnership unit	$	(6	)	$	(560	)	$	(67	)	$	(542	)

See accompanying notes to condensed financial statements.

ATLAS RESOURCES SERIES 28-2010 L.P.

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) ~~INCOME~~

(Unaudited)

	Three Months EndedJune 30,						Six Months EndedJune 30,
	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	2016			~~2015~~	2015		2016			2015
Net (loss) income	$	(243,800)		$	(285,400)		$	(430,500)		$	393,500
Net income (loss)	$	60,400		$	(6,389,800	)	$	(370,100	)	$	(5,996,300	)
Other comprehensive loss:
Difference in estimated hedge receivable		-			(~~178~~133,~~800)~~700	)		-			(80213,~~200)~~900	)
Reclassification adjustment to net (loss) income of mark-to-market gains on cash flow hedges		(1,100)			123,800			(2,000)			(26,400)
Reclassification adjustment to net income (loss) of mark-to-market gains on cash flow hedges		(1,400	)		(16,400	)		(3,400	)		(42,800	)
Total other comprehensive loss		(1,~~100)~~400	)		(55150,~~000)~~100	)		(23,~~000)~~400	)		(~~106~~256,~~600)~~700	)
Comprehensive (loss) income	$	(244,900)		$	(340,400)		$	(432,500)		$	286,900
Comprehensive income (loss)	$	59,000		$	(6,539,900	)	$	(373,500	)	$	(6,253,000	)

See accompanying notes to condensed financial statements.

ATLAS RESOURCES SERIES 28-2010 L.P.

CONDENSED STATEMENT OF CHANGES IN PARTNERS’ CAPITAL

FOR THE ~~SIX~~NINE MONTHS ENDED

~~June~~September 30, 2016

(Unaudited)

	ManagingGeneralPartner			LimitedPartners			Accumulated OtherComprehensiveIncome (Loss)			Total
Balance at December 31, 2015	$	3,905,600		$	20,665,000		$	3,800		$	24,574,400
Participation in revenues, costs and expenses:
Net production revenues		~~225~~433,500			~~333~~666,~~400~~200			-			~~558~~1,~~900~~099,700
Loss on mark-to-market derivatives		-			(11,800)			-			(11,800)
Gain on mark-to-market derivatives		-			1,100			-			1,100
Depletion		(~~142~~214,~~500)~~000	)		(~~683~~1,~~500)~~030,000	)		-			(~~826~~1,244,000)	)
Accretion of asset retirement obligations		(3147,~~900)~~800	)		(5279,~~900)~~500	)		-			(84127,~~800)~~300	)
General and administrative		(2537,~~100)~~500	)		(4162,~~700)~~100	)		-			(6699,~~800)~~600	)
Net income (loss)		26134,~~000~~200			(~~456~~504,~~500)~~300	)		-			(~~430~~370,~~500)~~100	)
Other comprehensive loss		-			-			(23,~~000)~~400	)		(23,~~000)~~400	)
Subordination		(~~131~~126,~~300)~~700	)		~~131~~126,~~300~~700			-			-
Distributions to partners		(26,800)	)		(1,~~067~~480,~~300)~~700	)		-			(1,~~094~~507,~~100)~~500	)
Balance at June 30, 2016	$	3,773,500		$	19,272,500		$	1,800		$	23,047,800
Balance at September 30, 2016	$	3,886,300		$	18,806,700		$	400		$	22,693,400

See accompanying notes to condensed financial statements.

ATLAS RESOURCES SERIES 28-2010 L.P.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months EndedJune 30,
	Nine Months EndedSeptember 30,
	2016			2015
Cash flows from operating activities:
Net (loss) income	$	(430,500)		$	393,500
Net loss	$	(370,100	)	$	(5,996,300	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Adjustments to reconcile net loss to net cash provided by operating activities:
Depletion		~~826~~1,244,000			1,~~244~~846,~~300~~400
Non-cash loss on derivative value		430,400			129,100
Impairment		-			6,320,500
Accretion of asset retirement obligations		84,800			110,000
Non-cash loss on derivative value		550,300			(15,100	)
Accretion of asset retirement obligations		127,300			165,000
Loss on abandonment of well		-			212,000
Changes in operating assets and liabilities:
Decrease in accounts receivable trade-affiliate		417,000			1,182,400
(Increase) decrease in accounts receivable trade-affiliate		(85,900	)		1,731,100
Increase in asset retirement receivable-affiliate		(34,800)			(32,300)
Decrease (increase) in asset retirement receivable-affiliate		(52,200	)		29,000
Increase in accounts payable trade-affiliate		130,700			-
Increase (decrease) in accrued liabilities		13,500			(300	)
Decrease in accrued liabilities		(20,400)			(52,700)
Asset retirement obligations settled		-			(481,300	)
Net cash provided by operating activities		1,~~403~~426,~~200~~900			23,~~974~~911,~~300~~000
Cash flows from investing activities:
Proceeds from the sale of tangible equipment		16,300			-71,200
Proceeds from the sale of gas and oil properties		-			150,000
Net cash provided by investing activities		16,300			~~150~~221,~~000~~200
Cash flows from financing activities:
Distributions to partners		(1,~~094~~507,~~100)~~500	)		(34,~~124~~132,~~300)~~200	)
Net cash used in financing activities		(1,~~094~~507,~~100)~~500	)		(34,~~124~~132,~~300)~~200	)
Net change in cash		~~325~~(64,~~400~~300	)		-
Cash beginning of period		181,200			-
Cash at end of period	$	~~506~~116,~~600~~900		$	-

See accompanying notes to condensed financial statements.

ATLAS RESOURCES SERIES 28-2010 L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~June~~September 30, 2016

(Unaudited)

NOTE 1 - DESCRIPTION OF BUSINESS

Atlas Resources Series 28-2010 L.P. (the “Partnership”) is a Delaware limited partnership, formed on April 1, 2010 with Atlas Resources, LLC serving as its Managing General Partner and Operator (“Atlas Resources” or the “MGP”). Atlas Resources is an indirect subsidiary of ~~Atlas~~Titan ~~Resource Partners~~Energy, ~~L.P.~~LLC (“~~ARP~~Titan”). ~~(OTC:~~Titan ~~ARPJ).~~is ~~Unless~~an ~~the~~independent ~~context~~developer ~~otherwise~~and ~~requires,~~producer ~~references~~of tonatural ~~“the~~gas, ~~Partnership~~crude oil,” ~~“we~~and natural gas liquids,” ~~“us”~~with operations in basins across the United States. Titan is a leading sponsor and ~~“our”~~manager of tax-advantaged investment partnerships, ~~refer~~in which it co-invests to ~~Atlas~~finance ~~Resources~~a ~~Series~~portion ~~28-2010~~of Lits natural gas and oil production activities.P.

Atlas Energy Group, LLC (“Atlas Energy Group”; OTC: ATLS) ~~manages~~is ~~ARP’s~~a ~~operations~~publicly traded company and ~~activities~~operates ~~through~~Titan ~~its~~and ~~ownership~~the ofMGP ~~ARP’s~~through ~~general~~a ~~partner~~2% preferred member interest. in Titan.

The Partnership has drilled and currently operates wells located in Pennsylvania, Tennessee, Indiana and Colorado. ~~The~~We ~~Partnership~~have ~~has~~ no employees and ~~relies~~rely on ~~the~~our MGP for management, which in turn, relies on ~~its parent company,~~ Atlas Energy Group, for administrative services.

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

The condensed financial statements, which are unaudited, except for the balance sheet at December 31, 2015, which is derived from audited financial statements, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto presented in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2015. The results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2016 may not necessarily be indicative of the results of operations for the year ended December 31, 2016.

~~Liquidity~~Atlas Resource Partners, L.P. Restructuring and ~~Capital~~Chapter ~~Resources~~11 Bankruptcy Proceedings

~~The~~On ~~Partnership is generally limited to the amount of funds generated by the cash flow from its operations to fund its obligations and make distributions~~July 25, ~~if any~~2016, toAtlas ~~its~~Resource partners. Prices for oil and natural gas began to decline significantly during the fourth quarter of 2014 and have continued to decline and remain low in 2016. These lower commodity prices have negatively impacted the Partnership’s revenuesPartners, ~~earnings and cash flows~~L.P. ~~Sustained~~(“ARP”) ~~low commodity prices will have a material~~ and ~~adverse~~certain ~~effect on the Partnership’s liquidity position. In addition, the Partnership has experienced significant downward revisions~~ of its ~~natural~~subsidiaries, ~~gas~~including ~~and oil reserves volumes and values due to~~ the ~~declines in commodity prices. The~~ MGP, ~~continues to implement various cost saving measures to reduce the Partnership’s operating~~ and ~~general~~Atlas ~~and~~Energy ~~administrative costs~~Group, ~~including~~solely ~~renegotiating contracts~~ with ~~contractors,~~respect ~~suppliers~~to ~~and~~certain ~~service~~sections ~~providers~~thereof, ~~reducing~~entered ~~the~~into ~~number~~a ofrestructuring ~~staff~~support ~~and~~agreement ~~contractors~~with ~~and~~ARP’s ~~deferring~~lenders ~~and~~(the ~~eliminating~~“Restructuring ~~discretionary~~Support ~~costs. The~~Agreement”) ~~MGP will continue~~ to besupport ~~strategic in managing the Partnership~~ARP’s ~~cost~~restructuring ~~structure~~that ~~and,~~reduced indebt ~~turn,~~on ~~liquidity to meet~~ its ~~operating~~balance ~~needs.~~sheet To (the ~~extent~~“Restructuring”) ~~commodity~~pursuant ~~prices remain low or decline further, or the Partnership experiences other disruptions in the industry, the Partnership’s ability~~ to ~~fund~~a ~~its~~pre-packaged ~~operations~~plan ~~and~~of ~~make~~reorganization ~~distributions may be further impacted, and could result in~~ (the ~~MGP’s decision to liquidate the Partnership’s operations~~“Plan”).

IfOn July 27, ~~however~~2016, ~~the~~ARP ~~MGP~~and ~~were~~certain toof ~~decide~~its ~~to liquidate our operations~~subsidiaries, ~~the~~including ~~liquidation valuation of~~ the ~~Partnership’s~~MGP, ~~assets~~filed ~~and~~voluntary ~~liabilities~~petitions ~~would~~for berelief ~~determined~~under byChapter an11 ~~independent~~of ~~expert.~~the ItUnited isStates ~~possible~~Bankruptcy ~~that~~Code ~~based~~(“Chapter on11”) ~~such~~in ~~determination,~~the weUnited ~~would~~States ~~not~~Bankruptcy beCourt ~~able~~for tothe ~~make~~Southern ~~any~~District ~~liquidation~~of ~~distributions~~New toYork ~~our~~(the ~~limited~~“Bankruptcy ~~partners~~Court”). AThe ~~liquidation~~cases ~~could~~commenced ~~result~~thereby inwere ~~the~~being ~~transfer~~jointly ofadministered ~~the~~under ~~post-liquidation assets and liabilities of~~ the ~~Partnership~~caption to“In ~~the~~re: ~~MGP~~ATLAS ~~and~~RESOURCE ~~would~~PARTNERS, ~~occur~~L.P., ~~without~~et ~~any further contributions from or distributions to the limited partners~~al.”

ARP and the MGP operated the Partnership’s businesses as “debtors in possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of Chapter 11 and the orders of the Bankruptcy Court. Under the Plan, all suppliers, vendors, employees, royalty owners, trade partners and landlords were unimpaired and will be satisfied in full in the ordinary course of business, and the MGP’s existing trade contracts and terms were maintained. To assure ordinary course operations, ARP and the MGP obtained interim approval from the Bankruptcy Court on a variety of “first day” motions, including motions seeking authority to use cash collateral on a consensual basis, pay wages and benefits for individuals who provide services to the Partnership, and pay vendors, oil and gas obligations and other creditor claims in the ordinary course of business.

~~Historically,~~The ~~there~~Partnership ~~has~~was ~~been~~not noa ~~need~~party to ~~borrow~~the ~~funds~~Restructuring ~~from~~Support Agreement. The ARP Restructuring did not materially impact the MGP toor ~~fund~~its ~~operations~~ability to perform as the ~~cash~~managing ~~flow~~general ~~from~~partner and operator of the Partnership’s operations. ~~have~~In ~~been~~June ~~adequate~~2016, the MGP transferred $380,900 of funds to ~~fund~~the ~~its~~Partnership ~~obligations~~based ~~and~~on projected monthly distributions to its limited partners. ~~However,~~over the ~~recent~~next ~~significant~~several ~~declines~~months into ~~commodity~~ensure ~~prices~~accessible ~~have~~distribution ~~challenged~~funding coverage in accordance with the Partnership’s ~~ability~~operations toand ~~fund~~partnership ~~its~~agreements ~~operations~~in ~~and~~the ~~may~~event ~~make~~the itMGP ~~uneconomical~~experienced ~~for~~a prolonged restructuring period as the ~~Partnership~~MGP toperforms ~~produce~~all ~~its~~administrative ~~wells~~and ~~until~~management ~~they~~functions ~~are~~for ~~depleted~~the asPartnership. As of September 30, 2016, the Partnership ~~originally~~has ~~intended~~used these funds for distributions. ~~Accordingly~~On July 26, 2016, the MGP ~~determined~~adopted ~~that~~certain ~~there~~amendments isto ~~substantial~~our ~~doubt~~partnership ~~about~~agreement, in accordance with the ~~Partnership~~MGP’s ability to ~~continue~~amend asour apartnership ~~going~~agreement ~~concern.~~to ~~The~~cure ~~MGP~~an ~~intends,~~ambiguity asin ~~necessary,~~or tocorrect ~~continue~~or ~~the~~supplement ~~Partnership’s~~any ~~operations~~provision ~~and~~of toour ~~fund~~partnership ~~the~~agreement ~~Partnership’s~~as ~~obligations~~may ~~for~~be atinconsistent ~~least~~with ~~the~~any ~~next~~other ~~twelve~~provision, ~~months.~~to Toprovide ~~the~~that ~~extent~~bankruptcy ~~commodity~~and ~~prices~~insolvency ~~remain~~events, ~~low~~such oras ~~decline~~the ~~further~~MGP’s orChapter ~~ARP~~11 isfiling, ~~unsuccessful~~with inrespect ~~completing~~to ~~its~~the ~~Restructuring~~managing ~~(as~~general ~~defined~~partner ~~below)~~would ornot cause the ~~plan~~managing ~~(as~~general ~~defined~~partner ~~below),~~to cease to serve as the ~~MGP’s~~managing ~~ability~~general topartner ~~continue~~of the Partnership’s ~~operations~~nor ~~may~~cause bethe ~~further~~termination ~~impacted.~~of the Partnership.

Atlas Energy Group was not a party to the ARP Restructuring. Atlas Energy Group remains controlled by the same ownership group and ~~Chapter~~management 11team ~~Bankruptcy~~and ~~Proceedings~~thus, the ARP Restructuring did not have a material impact on the ability of Atlas Energy Group management to operate ARP or the other Atlas Energy Group businesses.

On ~~July~~August 2526, 2016, ~~ARP~~an ~~and~~order ~~certain~~confirming ~~of its subsidiaries, including the MGP, and Atlas Energy Group, solely with respect to certain sections thereof, entered into a restructuring support agreement with~~ ARP’s ~~lenders~~Plan ~~(the~~was ~~“Restructuring~~entered ~~Support~~by ~~Agreement”) to support ARP’s restructuring that will reduce debt on its balance sheet (~~the ~~“Restructuring”)~~Bankruptcy ~~pursuant to a pre-packaged plan of reorganization (the “Plan”)~~Court. ~~The~~On ~~Plan~~September ~~will~~1, ~~position ARP for the future and is expected to be completed before the end of the third quarter of~~ 2016, ~~after which~~ ARP’s ~~should~~Plan ~~emerge~~became ~~from~~effective ~~Chapter 11 (as defined below), backed by its stakeholders, committed to investing capital to develop its exploration~~ and ~~production~~ARP ~~assets,~~emerged as ~~well as its tax-advantaged drilling partnership program~~Titan.

~~On July 27~~Liquidity, ~~2016,~~Capital ~~ARP~~Resources and ~~certain~~Ability of its subsidiaries, including the MGP, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (“Chapter 11”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The cases commenced thereby are being jointly administered under the caption “In re: ATLAS RESOURCE PARTNERS, L.P., et al.” Interested parties should refer to ~~the~~Continue ~~information and the limitations and qualifications discussed in the disclosure statement related to the Restructuring which was filed~~ as ~~Exhibit~~a ~~99.1~~Going ~~to ARP’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 25, 2016.~~Concern

The ~~MGP~~Partnership ~~intends~~is togenerally ~~continue~~limited to ~~operate~~ the ~~Partnership’s~~amount ~~businesses~~of asfunds ~~“debtors~~generated inby ~~possession”~~the ~~under~~cash ~~the~~flow ~~jurisdiction~~from ofits ~~the~~operations ~~Bankruptcy~~to ~~Court~~fund its obligations and inmake ~~accordance~~distributions, ~~with~~if ~~the~~any, ~~applicable~~to ~~provisions~~its ofpartners. ~~Chapter~~Prices 11for oil and natural gas began to decline significantly during the ~~orders~~fourth quarter of ~~the~~2014 ~~Bankruptcy~~and ~~Court~~have continued to decline and remain low in 2016. ~~Under~~These ~~the~~lower ~~Plan,~~commodity itprices ishave ~~contemplated~~negatively ~~that~~impacted ~~all~~the ~~suppliers,~~Partnership’s ~~vendors~~revenues, ~~employees,~~earnings ~~royalty~~and ~~owners,~~cash ~~trade~~flows. ~~partners~~Sustained ~~and~~low ~~landlords~~commodity prices will behave ~~unimpaired~~a material and ~~will~~adverse beeffect ~~satisfied~~on inthe ~~full~~Partnership’s inliquidity position. In addition, the ~~ordinary~~Partnership ~~course~~has experienced significant downward revisions of ~~business,~~its natural gas and oil reserves volumes and values due to the declines in commodity prices. The MGP continues to implement various cost saving measures to reduce the Partnership’s ~~existing~~operating ~~trade~~and ~~contracts~~general and ~~terms~~administrative ~~will~~costs, beincluding ~~maintained.~~renegotiating Tocontracts ~~assure~~with ~~ordinary~~contractors, ~~course~~suppliers ~~operations~~and service providers, reducing the number of staff and contractors and deferring and eliminating discretionary costs. The MGP ~~obtained~~will ~~interim~~continue ~~approval~~to ~~from~~be ~~the~~strategic ~~Bankruptcy~~in ~~Court~~managing onthe aPartnership’s ~~variety~~cost ofstructure ~~“first~~and, ~~day”~~in ~~motions~~turn, ~~including~~liquidity ~~motions~~to ~~seeking~~meet ~~authority~~its tooperating ~~use~~needs. ~~cash~~To ~~collateral~~the onextent acommodity ~~consensual~~prices ~~basis,~~remain ~~pay~~low ~~wages~~or ~~and~~decline ~~benefits~~further, ~~for~~or ~~individuals~~the ~~who~~Partnership ~~provide~~experiences ~~services~~other todisruptions in the ~~Partnership~~industry, ~~and~~the ~~pay~~Partnership’s ~~vendors,~~ability ~~oil~~to ~~and~~fund ~~gas~~its ~~obligations~~operations and ~~other~~make ~~creditor~~distributions ~~claims~~may be further impacted, and could result in the ~~ordinary~~liquidation ~~course~~ of ~~business.~~the Partnership’s operations.

~~The~~Historically, ~~Partnership~~there ishas ~~not~~been ano ~~party~~need to ~~the~~borrow ~~Restructuring~~funds ~~Support~~from ~~Agreement. The ARP Restructuring is not expected to materially impact~~ the MGP ~~or its ability~~ to ~~perform~~fund operations as the ~~managing~~cash ~~general~~flow ~~partner~~from ~~and operator of~~ the Partnership’s operations. Inhave ~~June~~been ~~2016,~~adequate ~~the MGP transferred $380,900 of funds~~ to ~~the~~fund ~~Partnership~~its ~~based~~obligations onand ~~projected monthly~~ distributions to ~~their~~its ~~limited~~ partners over the next several months to ensure accessible distribution funding coverage in accordance with the Partnership’s operations and partnership agreements in the event the MGP experiences a prolonged restructuring period as the MGP performs all administrative and management functions for the Partnerships. ~~On July 26~~However, ~~2016,~~ the ~~MGP~~recent ~~adopted~~significant ~~certain~~declines ~~amendments~~in tocommodity ~~our~~prices ~~partnership~~have ~~agreement,~~challenged ~~in accordance with~~ the ~~MGP~~Partnership’s ability to ~~amend~~fund ~~our~~its ~~partnership~~operations ~~agreement~~and ~~to cure an ambiguity in or correct or supplement any provision of our partnership agreement as~~ may bemake ~~inconsistent~~it ~~with~~uneconomical ~~any~~for ~~other~~the ~~provision,~~Partnership to ~~provide~~produce ~~that~~its ~~bankruptcy~~wells ~~and~~until ~~insolvency~~they ~~events,~~are ~~such~~depleted as the ~~MGP’s~~Partnership ~~Chapter~~originally 11intended. ~~filing~~Accordingly, ~~with~~these ~~respect~~conditions tomay ~~the~~raise ~~managing~~substantial ~~general~~doubt ~~partner~~about ~~will not cause~~ the ~~managing~~Partnership’s ~~general~~ability ~~partner~~ to ~~cease~~continue ~~to serve~~ as ~~the~~a ~~managing~~going ~~general partner of the Partnership nor cause the termination of the Partnership~~concern.

~~Atlas~~If ~~Energy~~the ~~Group~~Partnership is not able to continue as a ~~party~~going toconcern, the ~~ARP~~Partnership ~~Restructuring~~will liquidate. If ~~Atlas~~the ~~Energy~~Partnership’s ~~Group~~operations ~~remains~~are ~~controlled~~liquidated, bya ~~the~~valuation ~~same~~of ~~ownership~~the ~~group~~Partnership’s assets and ~~management~~liabilities ~~team~~would ~~and~~be ~~thus,~~determined by an independent expert in accordance with the ~~ARP~~partnership ~~Restructuring~~agreement. It is possible that based on such determination, the Partnership would not ~~expected~~be able to ~~have~~make aany ~~material~~liquidation ~~impact~~distributions onto its limited partners. A liquidation could result in the ~~ability~~transfer of ~~Atlas~~the ~~Energy~~post-liquidation ~~Group~~assets ~~management~~and toliabilities ~~operate~~of ~~ARP~~the orPartnership to the ~~other~~MGP ~~Atlas~~and ~~Energy~~would ~~Group~~occur ~~businesses~~without any further contributions from or distributions to the limited partners.

The significant risks and uncertainties related to the Partnership’s ability to fund its operations may raise substantial doubt about the Partnership’s ability to continue as a going concern. The financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of the going concern uncertainty. If the Partnership cannot continue as a going concern, adjustments to the carrying values and classification of the Partnership’s assets and liabilities and the reported amounts of income and expenses could be required and could be material.

Liquidity and Capital Resources of the MGP

The MGP’s primary sources of liquidity are cash generated from operations, capital raised through its drilling partnership program, and borrowings under its credit facilities. The MGP’s primary cash requirements are operating expenses, debt service including interest, and capital expenditures.

The MGP has historically funded its operations, acquisitions and cash distributions primarily through cash generated from operations, amounts available under its credit facilities and equity and debt offerings. The MGP’s future cash flows are subject to a number of variables, including oil and natural gas prices. Prices for oil and natural gas began to decline significantly during the fourth quarter of 2014 and have continued to decline and remain low in 2016. These lower commodity prices have negatively impacted the MGP’s revenues, earnings and cash flows. Sustained low commodity prices could have a material and adverse effect on the MGP’s liquidity position. In addition, challenges with the MGP’s ability to raise capital through its drilling partnership program, either as a result of downturn in commodity prices or other difficulties affecting the fundraising channel, could negatively impact the MGP’s ability to remain in compliance with the covenants under its credit facilities.

If the MGP is unable to remain in compliance with the covenants under its credit facilities, absent relief from its lenders, as applicable, the MGP may be forced to repay or refinance such indebtedness. Upon the occurrence of an event of default, the lenders under the MGP’s credit facilities, as applicable, could elect to declare all amounts outstanding immediately due and payable and the lenders could terminate all commitments to extend further credit. If an event of default occurs (including if the MGPs’s borrowing base is redetermined below its current outstanding borrowings and they are unable to repay the deficiency or deposit additional collateral to eliminate such deficiency), or if other debt agreements cross-default, and the lenders under the affected debt agreements accelerate the maturity of any loans or other debt outstanding, the MGP will not have sufficient liquidity to repay all of its outstanding indebtedness, and as a result, there would be substantial doubt regarding the MGP’s ability to continue as a going concern.

The MGP continually monitors the capital markets and our capital structure and may make changes to its capital structure from time to time, with the goal of maintaining financial flexibility, preserving or improving liquidity, strengthening its balance sheet, meeting its debt service obligations and/or achieving cost efficiency. For example, the MGP could pursue options such as refinancing, restructuring or reorganizing its indebtedness or capital structure or seek to raise additional capital through debt or equity financing to address its liquidity concerns and high debt levels.

The MGP also continues to implement various cost saving measures to reduce its capital, operating and general and administrative costs, including renegotiating contracts with contractors, suppliers and service providers, reducing the number of staff and contractors and deferring and eliminating discretionary costs. The MGP will continue to be opportunistic and aggressive in managing its cost structure and, in turn, its liquidity to meet its capital and operating needs. The MGP cannot provide any assurances that any of these efforts will be successful or will result in cost reductions or cash flows or the timing of any such cost reductions or additional cash flows. It is also possible additional adjustments to the MGP’s plan and outlook may occur based on market conditions and its needs at that time, which could include selling assets, seeking additional partners to develop its assets, and/or reducing its planned capital program. In addition, to the extent commodity prices remain low or decline further, or the MGP experiences disruptions in its longer-term access to or cost of capital, the MGP’s ability to fund future capital expenditures, growth projects or the Partnership’s operations may be further impacted.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the Partnership’s condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities that exist at the date of the Partnership’s condensed financial statements, as well as the reported amounts of revenues and costs and expenses during the reporting periods. The Partnership’s condensed financial statements are based on a number of significant estimates, including the revenue and expense accruals, depletion, impairments, fair value of derivative instruments and the probability of forecasted transactions. The natural gas industry principally conducts its business by processing actual transactions as many as 60 days after the month of delivery. Consequently, the most recent two months’ financial results were recorded using estimated volumes and contract market prices. Actual results could differ from those estimates.

Gas and Oil Properties

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

	June 30,2016			December 31,2015
	September 30,2016			December 31,2015
Proved properties:
Leasehold interests	$	5,301,300		$	5,301,300
Wells and related equipment		159,420,100			159,436,400
Total natural gas and oil properties		164,721,400			164,737,700
Accumulated depletion and impairment		(~~138~~139,~~941~~359,500)	)		(138,115,500	)
Gas and oil properties, net	$	25,~~779~~361,900		$	26,622,200

As a result of the recent significant declines in commodity prices and associated recorded impairment charges, the remaining net book value of gas and oil properties on our condensed balance sheets at June 30, 2016 and December 31, 2015 was primarily related to the estimated salvage value of such properties. The estimated salvage values were based on the MGP’s historical experience in determining such values.

Recently Issued Accounting Standards

In February 2016, the FASB updated the accounting guidance related to leases. The updated accounting guidance requires lessees to recognize a lease asset and liability at the commencement date of all leases (with the exception of short-term leases), initially measured at the present value of the lease payments. The updated guidance is effective for the Partnership as of January 1, 2019 and requires a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest period presented. The Partnership is currently in the process of determining the impact that the updated accounting guidance will have on its financial statements.

In August 2014, the FASB updated the accounting guidance related to the evaluation of whether there is substantial doubt about an entity’s ability to continue as a going concern. The updated accounting guidance requires an entity’s management to evaluate whether there are conditions or events that raise substantial doubt about its ability to continue as a going concern within one year from the date the financial statements are issued and provide footnote disclosures, if necessary. The updated guidance is effective as of January 1, 2017 and the Partnership is currently in the process of determining the impact of providing the enhanced disclosures, as applicable, within its condensed financial statements.

In May 2014, the FASB updated the accounting guidance related to revenue recognition. The updated accounting guidance provides a single, contract-based revenue recognition model to help improve financial reporting by providing clearer guidance on when an entity should recognize revenue, and by reducing the number of standards to which an entity has to refer. In July 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The updated accounting guidance provides companies with alternative methods of adoption. The Partnership is currently in the process of determining the impact that the updated accounting guidance will have on its condensed financial statements and its method of adoption.

NOTE 3 - DERIVATIVE INSTRUMENTS

The MGP, on behalf of the Partnership, uses a number of different derivative instruments, principally put contracts, in connection with the partnership’s commodity price risk management activities. The Partnership does not apply hedge accounting to any of its derivative instruments. As a result, gains and losses associated with derivative instruments are recognized in earnings.

1011

The Partnership enters into commodity put contracts to achieve more predictable cash flows by hedging the Partnership’s exposure to changes in commodity prices. At any point in time, such contracts may include regulated New York Mercantile Stock Exchange (“NYMEX”) futures and options contracts and non-regulated over-the-counter futures contracts with qualified counterparties. NYMEX contracts are generally settled with offsetting positions, but may be settled by the physical delivery of the commodity. These contracts have been recorded at their fair values.

The Partnership reflected net derivative assets on its balance sheets of $~~286~~83,~~900~~100 and $799,500 at ~~June~~September 30, 2016 and December 31, 2015, respectively.

The following table summarizes the commodity derivative activity and presentation in the condensed statements of operations for the periods indicated:

	Three Months Ended				~~Six~~Nine Months Ended
	June 30,				June 30,
	September 30,				September 30,
	2016		2015		2016		2015
Gains (losses) reclassified from accumulated other comprehensive income into natural gas and oil revenues	$	1,100	$	(123,800)	$	2,000	$	26,400
Gains reclassified from accumulated other comprehensive income into natural gas and oil revenues	$	1,400	$	16,400	$	3,400	$	42,800
(Losses) gains subsequent to hedge accounting recognized in (loss) gain on mark-to-market derivatives	$	(134,200)	$	96,800	$	(11,800)	$	172,300
Gains subsequent to hedge accounting recognized in gain on mark-to-market derivatives	$	12,900	$	276,600	$	1,100	$	448,900

At ~~June~~September 30, 2016, the Partnership had the following commodity derivatives:

Natural Gas Fixed Price Swaps - Limited Partners

Production Period EndingDecember 31,

Volumes

AverageFixed Price

Fair ValueAsset(2)

(MMBtu)(1)

(per MMBtu)(1)

2016

~~114~~57,~~800~~400

4.46

~~165~~83,~~400~~100

Natural Gas Put Options - Limited Partners

Production Period EndingDecember 31,	Volumes (3)		AverageFixed Price		Fair ValueAsset(2)
	(MMBtu)(1)		(per MMBtu)(1)
2016		107,500	$	4.15	$	121,500
Limited Partner’s Commodity Derivatives, net					$	286,900

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

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

(3)The production volume for 2016 include the remaining ~~six~~three months of 2016 beginning ~~July~~October 1, 2016.

At ~~June~~September 30, 2016, the MGP had a secured hedge facility agreement with a syndicate of banks under which the Partnership has the ability to enter into derivative contracts to manage its exposure to commodity price movements. Under the MGP’s revolving credit facility, the Partnership is required to utilize this secured hedge facility for future commodity risk management activity. The Partnership’s obligations under the facility are secured by mortgages on its gas and oil properties and first priority security interests in substantially all of its assets and are guaranteed by the MGP. The MGP administers the commodity price risk management activity for the Partnership under the secured hedge facility. The secured hedge facility agreement contains covenants that limit the Partnership’s ability to incur indebtedness, grant liens, make loans or investments, make distributions if a default under the secured hedge facility agreement exists or would result from the distribution, merge into or consolidate with other persons, enter into commodity or interest rate swap agreements that do not conform to specified terms or that exceed specified amounts, or engage in certain asset dispositions, including a sale of all or substantially all of its assets. As of ~~June~~September 30, 2016, only the Partnership’s natural gas swaps are included in the secured hedge facility.

An event of default occurred under the secured hedging facility agreement upon the MGP’s filing of voluntary petitions for relief under Chapter 11. The lenders under the secured hedge facility agreed to forbear from exercising remedies in respect of such event of default while the Chapter 11 filings were pending and, upon occurrence of the effective date of the Plan contemplated by the Restructuring Support Agreement, such event of default was no longer be deemed to exist or to continue under the secured hedge facility.

An event of default occurred under the secured hedging facility agreement upon the MGP’s filing of voluntary petitions for relief under Chapter 11. The lenders under the secured hedge facility agreed to forbear from exercising remedies in respect of such event of default while the Chapter 11 filings are pending and, upon occurrence of the effective date of the Plan contemplated by the Restructuring Support Agreement, such event of default will no longer be deemed to exist or to continue under the secured hedge facility.

In addition, it will be an event of default under the MGP’s revolving credit facility if the MGP breaches an obligation governed by the secured hedge facility, and the effect of such breach is to cause amounts owing under swap agreements governed by the secured hedge facility to become immediately due and payable.

As the underlying prices and terms in the Partnership’s derivative contracts were consistent with the indices used to sell its natural gas and oil, there were no gains or losses recognized during the three and six months ended June 30, 2016 and 2015 for hedge ineffectiveness. 12

Pursuant to the Restructuring Support Agreement, ARP completed the sale of substantially all of its commodity hedge positions on July 25, 2016 and July 26, 2016, which included the put contracts allocated to the Partnership. As of September 30, 2016, the value allocated to the Partnership is $26,600, net of put premiums of $67,600, which is recorded in accounts receivable trade – affiliate. The put contract value, net of the put premiums, was distributed to the partnership in October 2016.

NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The Partnership uses a market approach fair value methodology to value its outstanding derivative contracts. The fair value of a financial instrument depends on a number of factors, including the availability of observable market data over the contractual term of the underlying instrument. The Partnership separates the fair value of its financial instruments into three levels (Levels 1, 2 and 3) based on its assessment of the availability of observable market data and the significance of non-observable data used to determine fair value. As of ~~June~~September 30, 2016 and December 31, 2015, all derivative financial instruments were classified as Level 2.

Information for assets measured at fair value at ~~June~~September 30, 2016 and December 31, 2015 was as follows:

Level 1

Level 2

Level 3

Total

As of June 30, 2016

As of September 30, 2016

Derivative assets, gross

Commodity swaps

~~165~~83,~~400~~100

Commodity puts

~~121,500~~-

Total derivative assets, gross

~~286~~83,~~900~~100

	Level 1		Level 2		Level 3		Total
As of December 31, 2015
Derivative assets, gross
Commodity swaps	$	-	$	447,200	$	-	$	447,200
Commodity puts		-		352,300		-		352,300
Total derivative assets, gross	$	-	$	799,500	$	-	$	799,500

NOTE 5 - CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The Partnership has entered into the following significant transactions with the MGP and its affiliates as provided under its Partnership Agreement. Administrative costs, which are included in general and administrative expenses in the Partnership’s condensed statements of operations, are payable at $75 per well per month. Monthly well supervision fees, which are included in production expense in the Partnership’s condensed statements of operations, are payable at $975 per well per month for Marcellus wells, $1,500 per well per month for New Albany wells, and for Colorado wells a fee of $400 is charged per well per month for operating and maintaining the wells. Well supervision fees are proportionately reduced to the extent the Partnership does not acquire 100% of the working interest in a well. Transportation fees are included in production expenses in the Partnership’s condensed statements of operations and are generally payable at 16% of the natural gas sales price. Direct costs, which are included in production and general administrative expenses in the Partnership’s statements of operations, are payable to the MGP and its affiliates as reimbursement for all costs expended on the Partnership’s behalf.

1213

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

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

2016

2015

2016

2015

Administrative fees

16,~~400~~300

18,~~300~~100

3349,~~200~~500

3654,~~700~~800

Supervision fees

~~172~~175,~~400~~100

~~211~~207,~~000~~300

~~354~~529,~~700~~800

~~425~~632,~~400~~700

Transportation fees

~~137~~140,~~100~~600

~~179~~147,~~600~~000

~~260~~401,~~500~~100

~~411~~558,400

Direct costs

~~488~~622,~~900~~500

~~902~~649,~~500~~900

1,~~168~~790,~~000~~500

12,~~548~~198,~~300~~200

Total

~~814~~954,~~800~~500

1,~~311~~022,~~400~~300

12,~~816~~770,~~400~~900

23,~~421~~444,~~800~~100

The MGP and its affiliates perform all administrative and management functions for the Partnership, including billing revenues and paying expenses. Accounts receivable trade-affiliate on the Partnership’s condensed balance sheets includes the net production revenues due from the MGP.

Subordination by Managing General Partner

Under the terms of the Partnership Agreement, the MGP may be required to subordinate up to 50% of its share of net production revenues of the Partnership to the benefit of the limited partners for an amount equal to at least 12% of their net subscriptions in the first 12-month subordination period, 10% of their net subscriptions in each of the next three 12-month subordination periods, and 8% of their net subscriptions in the fifth 12-month subordination period determined on a cumulative basis, in each of the first five years of Partnership operations, commencing with the first distribution to the limited partners (March 2011) and 60 months from that date. The MGP subordinated $~~131~~126,~~300 and $553,200~~ 700 of its net production revenues to the limited partners for the ~~six~~nine months ended ~~June~~September 30, 2016 ~~and 2015, respectively~~.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

General Commitments

Subject to certain conditions, investor partners may present their interests beginning in 2015 for purchase by the MGP. The purchase price is calculated by the MGP in accordance with the terms of the partnership agreement. The MGP is not obligated to purchase more than 5% of the total outstanding units in any calendar year. In the event that the MGP is unable to obtain the necessary funds, it may suspend its purchase obligation.

Beginning one year after each of the Partnership’s wells has been placed into production, the MGP, as operator, may retain $200 per month per well to cover estimated future plugging and abandonment costs. As of ~~June~~September 30, 2016, the MGP has withheld $7592,~~200~~600 of net production revenue for future plugging and abandonment costs.

Legal Proceedings

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

1314

ITEM 2.

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

Forward-Looking Statements

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

General

Atlas Resources Series 28-2010 L.P. is a Delaware limited partnership, formed on April 1, 2010 with Atlas Resources, LLC serving as its Managing General Partner and Operator (“Atlas Resources” or the “MGP”). Atlas Resources is an indirect subsidiary of ~~Atlas~~Titan ~~Resource Partners~~Energy, LLLC.P. ~~(“ARP”)~~Titan ~~(OTCQX:~~is ~~ARPJ).~~an ~~Unless~~independent ~~the~~developer ~~context~~and ~~otherwise~~producer ~~requires,~~of ~~references~~natural togas, ~~“the~~crude ~~Partnership~~oil,” ~~“we~~and natural gas liquids,” ~~“us”~~with operations in basins across the United States. Titan is a leading sponsor and ~~“our”~~manager of tax-advantaged investment partnerships, ~~refer~~in which it co-invests to ~~Atlas~~finance ~~Resources~~a ~~Series~~portion ~~28-2010~~of Lits natural gas and oil production activities.P.

Atlas Energy Group, LLC (“Atlas Energy Group”; OTC: ATLS) ~~manages~~is ~~ARP’s~~a ~~operations~~publicly ~~and~~traded ~~activities~~company ~~through~~and ~~its~~operates ~~ownership~~Titan ofand the ~~ARP’s~~MGP ~~general~~through ~~partner~~a 2% preferred member interest in Titan.

We have drilled and currently operate wells located in Pennsylvania, Tennessee, Indiana, and Colorado. We have no employees and rely on our MGP for management, which in turn, relies on ~~its parent company,~~ Atlas Energy Group, for administrative services.

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

Atlas Resource Partners, L.P. Restructuring and Chapter 11 Bankruptcy Proceedings

On July 25, 2016, Atlas Resource Partners, L.P. (“ARP”) and certain of its subsidiaries, including the MGP, and Atlas Energy Group, solely with respect to certain sections thereof, entered into a restructuring support agreement with ARP’s lenders (the “Restructuring Support Agreement”) to support ARP’s restructuring that reduced debt on its balance sheet (the “Restructuring”) pursuant to a pre-packaged plan of reorganization (the “Plan”).

On July 27, 2016, ARP and certain of its subsidiaries, including the MGP, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (“Chapter 11”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The cases commenced thereby were jointly administered under the caption “In re: ATLAS RESOURCE PARTNERS, L.P., et al.”

The Partnership was not a party to the Restructuring Support Agreement. The ARP Restructuring did not materially impact the MGP or its ability to perform as the managing general partner and operator of the Partnership’s operations. In June 2016, the MGP transferred $380,900 of funds to the Partnership based on projected monthly distributions to its limited partners over the next several months to ensure accessible distribution funding coverage in accordance with the Partnership’s operations and partnership agreement in the event the MGP experienced a prolonged restructuring period as the MGP performs all administrative and management functions for the Partnership. As of September 30, 2016, the Partnership has used these funds for distributions. On July 26, 2016, the MGP adopted certain amendments to our partnership agreement, in accordance with the MGP’s ability to amend our partnership agreement to cure an ambiguity in or correct or supplement any provision of our partnership agreement as may be inconsistent with any other provision, to provide that bankruptcy and insolvency events, such as the MGP’s Chapter 11 filing, with respect to the managing general partner would not cause the managing general partner to cease to serve as the managing general partner of the Partnership nor cause the termination of the Partnership.

Atlas Energy Group was not a party to the ARP Restructuring. Atlas Energy Group remains controlled by the same ownership group and management team and thus, the ARP Restructuring did not have a material impact on the ability of Atlas Energy Group management to operate ARP or the other Atlas Energy Group businesses.

On August 26, 2016, an order confirming ARP’s Plan was entered by the Bankruptcy Court. On September 1, 2016, ARP’s Plan became effective and ARP emerged as Titan.

Liquidity, Capital Resources and Ability to Continue as a Going Concern

The Partnership is generally limited to the amount of funds generated by the cash flow from its operations to fund its obligations and make distributions, if any, to its partners. Prices for oil and natural gas began to decline significantly during the fourth quarter of 2014 and have continued to decline and remain low in 2016. These lower commodity prices have negatively impacted the Partnership’s revenues, earnings and cash flows. Sustained low commodity prices will have a material and adverse effect on the Partnership’s liquidity position. In addition, the Partnership has experienced significant downward revisions of its natural gas and oil reserves volumes and values due to the declines in commodity prices. The MGP continues to implement various cost saving measures to reduce the Partnership’s operating and general and administrative costs, including renegotiating contracts with contractors, suppliers and service providers, reducing the number of staff and contractors and deferring and eliminating discretionary costs. The MGP will continue to be strategic in managing the Partnership’s cost structure and, in turn, liquidity to meet its operating needs. To the extent commodity prices remain low or decline further, or the Partnership experiences other disruptions in the industry, the Partnership’s ability to fund its operations and make distributions may be further impacted, and could result in the liquidation of the Partnership’s operations.

Historically, there has been no need to borrow funds from the MGP to fund operations as the cash flow from the Partnership’s operations have been adequate to fund its obligations and distributions to its partners. However, the recent significant declines in commodity prices have challenged the Partnership’s ability to fund its operations and may make it uneconomical for the Partnership to produce its wells until they are depleted as the Partnership originally intended. Accordingly, these conditions may raise substantial doubt about the Partnership’s ability to continue as a going concern.

If the Partnership is not able to continue as a going concern, the Partnership will liquidate. If the Partnership’s operations are liquidated, a valuation of the Partnership’s assets and liabilities would be determined by an independent expert in accordance with the partnership agreement. It is possible that based on such determination, the Partnership would not be able to make any liquidation distributions to its limited partners. A liquidation could result in the transfer of the post-liquidation assets and liabilities of the Partnership to the MGP and would occur without any further contributions from or distributions to the limited partners.

Liquidity and Capital Resources of the MGP

Overview

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

·• well tending, routine maintenance and adjustment;

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

·• preparation of reports for us and government agencies.

The well supervision fees, however, do not include costs and expenses related to the purchase of certain equipment, materials and brine disposal. If these expenses are incurred, we pay cost for third-party services, materials and a competitive charge for services performed directly by our MGP or its affiliates. Also, beginning one year after each of our wells has been placed into production, our MGP, as operator, may retain $200 per month, per well, to cover the estimated future plugging and abandonment costs of the well. As of ~~June~~September 30, 2016, our MGP has withheld $7592,~~200~~600 of net production revenues for this purpose.

Markets and Competition

The availability of a ready market for natural gas and oil produced by us, and the price obtained, depends on numerous factors beyond our control, including the extent of domestic production, imports of foreign natural gas and oil, political instability or terrorist acts in gas and oil producing countries and regions, market demand, competition from other energy sources, the effect of federal regulation on the sale of natural gas and oil in interstate commerce, other governmental regulation of the production and transportation of natural gas and oil and the proximity, availability and capacity of pipelines and other required facilities. Our MGP is responsible for selling our production. During 2016 and 2015, we experienced no problems in selling our natural gas and oil. Product availability and price are the principal means of competing in selling natural gas and oil production. While it is impossible to accurately determine our comparative position in the industry, we do not consider our operations to be a significant factor in the industry.

Results of Operations

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

	Three Months EndedJune 30,						Six Months EndedJune 30,
	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	2016			2015			2016			2015
Production revenues (in thousands):
Gas	$	1,~~157~~462		$	1,~~631~~545		$	23,~~308~~771		$	35,~~997~~543
Production volumes:
Gas (mcf/day) (1)		8,~~124~~156			109,~~355~~569			8,~~208~~190			109,~~064~~897
Average sales prices (2)
Gas (per mcf) (1) (3)	$	12.6603		$	1.9092		$	1.6377		$	2.3622
Production costs:
As a percent of revenues		~~68%~~63	%		~~78%~~64	%		~~76%~~71	%		~~59%~~60	%
Per mcfe (1)	$	1.0623		$	1.3512		$	1.1719		$	1.2924
Depletion per mcfe	$	0.55		$	0.6968		$	0.55		$	0.68

(1) “Mcf” represents thousand cubic feet, “mcfe” represents thousand cubic feet equivalent, and “bbl” represents barrels. Bbl is converted to mcfe using the ratio of ~~six~~nine mcfs to one bbl.

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

(3) Average gas prices are calculated by including in total revenue derivative gains previously recognized into income in connection with prior period impairment charges and dividing by the total volume for the period. Previously recognized derivative gains were $6863,~~600~~400 and $~~155~~141,~~400~~700 for the three months ended ~~June~~September 30, 2016 and 2015, respectively. Previously recognized derivative gains were $~~127~~192,~~000~~700 and $~~301~~443,~~400~~100 for the ~~six~~nine months ended ~~June~~September 30, 2016 and 2015, respectively.

Natural Gas Revenues. Our natural gas revenues were $1,~~157~~462,~~300~~500 and $1,~~631~~545,~~400~~500 for the three months ended ~~June~~September 30, 2016 and 2015, respectively, a decrease of $~~474~~83,~~100~~000 (295%). The $~~474~~83,~~100~~000 decrease in natural gas revenues for the three months ended ~~June~~September 30, 2016 as compared to the prior year similar period was attributable to a $~~351~~228,~~400~~200 decrease in production volumes, ~~and~~partially offset by a $~~122~~145,~~700~~200 ~~decrease~~increase in our natural gas sales prices after the effect of financial hedges, which were driven by market conditions. Our production volumes decreased to 8,~~124~~156 mcf per day for the three months ended ~~June~~September 30, 2016 from 109,~~355~~569 mcf per day for the three months ended ~~June~~September 30, 2015, a decrease of 21,~~231~~413 mcf per day (2215%). The overall decrease in natural gas production volumes for the three months ended ~~June~~September 30, 2016 as compared to the prior year similar period resulted primarily from the normal decline inherent in the life of a well.

Our natural gas revenues were $23,~~308~~771,~~500~~000 and $35,~~997~~542,~~300~~800 for the ~~six~~nine months ended ~~June~~September 30, 2016 and 2015, respectively, a decrease of $1,~~688~~771,800 (4232%). The $1,~~688~~771,800 decrease in natural gas revenues for the ~~six~~nine months ended ~~June~~September 30, 2016 as compared to the prior year similar period was attributable to a $~~969~~939,~~600~~100 decrease in production volumes and a $832,700 decrease in our natural gas sales prices after the effect of financial hedges, which were driven by market conditions~~, and a $719,200 decrease in production volumes~~. Our production volumes decreased to 8,~~208~~190 Mcf per day for the ~~six~~nine months ended ~~June~~September 30, 2016 from 109,~~064~~897 Mcf per day for the ~~six~~nine months ended ~~June~~September 30, 2015, a decrease of 1,~~856~~707 Mcf per day (1817%). The overall decrease in natural gas production volumes for the ~~six~~nine months ended ~~June~~September 30, 2016 as compared to the prior year similar period resulted primarily from the normal decline inherent in the life of a well.

~~(Loss) Gain on Mark-to-Market Derivatives. We recognize changes in fair value of our derivatives immediately within (loss) gain on mark-to-market derivatives on our condensed statements of operations.~~ 18

WeGain ~~recognized a loss~~ on ~~mark~~Mark-to-~~market~~Market ~~derivatives~~Derivatives. ofWe ~~$134,200~~recognize ~~and~~changes ~~$11,800~~in ~~for~~fair ~~the~~value ~~three~~of ~~and~~our ~~six~~derivatives ~~months~~immediately ~~ended~~within ~~June 30, 2016, respectively. We recognized a~~ gain on mark-to-market derivatives ofon ~~$96,800~~our ~~and~~condensed ~~$172,300~~statements ~~for~~of ~~the three and six months ended June 30, 2015, respectively~~operations. ~~These (losses) gains were due to mark-to-market (losses) gains in the current year primarily related to the change in natural gas prices during the periods.~~

~~Costs~~We ~~and~~recognized ~~Expenses.~~a ~~Production~~gain ~~expenses~~on ~~were~~mark-to-market derivatives of $~~781~~12,~~600~~900 and $1,276,~~400~~600 for the three months ended ~~June~~September 30, 2016 and 2015, respectively,. aWe ~~decrease~~recognized ofa ~~$494,800~~gain ~~(39%).~~on ~~Production~~mark-to-market ~~expenses~~derivatives ~~were~~of $1,~~749,600~~100 and $2448,~~352,600~~900 for the ~~six~~nine months ended ~~June~~September 30, 2016 and 2015, respectively,. aThese ~~decrease~~gains ofwere ~~$603,000~~due ~~(26%).~~to ~~This~~mark-to-market ~~decrease~~gains ~~was~~in the current year primarily ~~due~~related to athe ~~decrease~~change in ~~transportation~~natural ~~costs~~gas ~~and~~prices ~~other~~during ~~direct~~the ~~costs~~periods.

15Costs and Expenses. Production expenses were $921,700 and $987,300 for the three months ended September 30, 2016 and 2015, respectively, a decrease of $65,600 (7%). Production expenses were $2,671,300 and $3,339,900 for the nine months ended September 30, 2016 and 2015, respectively, a decrease of $668,600 (20%). This decrease was primarily due to a decrease in transportation costs and other direct costs.

Depletion of gas and oil properties as a percentage of gas and oil revenues was 3529% and 4039% for the three months ended ~~June~~September 30, 2016 and 2015, respectively, and 3633% ~~and~~for ~~31%~~each ~~for~~of the ~~six~~nine ~~months~~month periods ended ~~June~~September 30, 2016 and 2015~~, respectively~~. This change was primarily attributable to changes in gas and oil reserve quantities and to a lesser extent, revenues, product prices and production volumes and changes in the depletable cost basis of gas and oil properties.

General and administrative expenses for the three months ended ~~June~~September 30, 2016 and 2015 were $3332,~~200~~800 and $35,000, respectively, a decrease of $12,~~800~~200 (56%). For the ~~six~~nine months ended ~~June~~September 30, 2016 and 2015, these expenses were $6699,~~800~~600 and $69104,200, respectively, a decrease of $24,~~400~~600 (34%). These expenses include third-party costs for services as well as the monthly administrative fees charged by our MGP and vary from period to period due to the costs charged to us and services provided to us.

Liquidity, ~~and~~ Capital Resources and Ability to Continue as a Going Concern

WeThe ~~are~~Partnership is generally limited to the amount of funds generated by the cash flow from ~~our~~its operations to fund ~~our~~its obligations and make distributions, if any, to ~~our~~its partners. Prices for oil and natural gas began to decline significantly during the fourth quarter of 2014 and have continued to decline and remain low in 2016. These lower commodity prices have negatively impacted ~~our~~the Partnership’s revenues, earnings and cash flows. Sustained low commodity prices will have a material and adverse effect on ~~our~~the Partnership’s liquidity position. In addition, wethe ~~have~~Partnership has experienced significant downward revisions of its natural gas and oil reserves volumes and values due to the declines in commodity prices. The MGP continues to implement various cost saving measures to reduce ~~our~~the Partnership’s operating and general and administrative costs, including renegotiating contracts with contractors, suppliers and service providers, reducing the number of staff and contractors and deferring and eliminating discretionary costs. The MGP will continue to be strategic in managing ~~our~~the Partnership’s cost structure and, in turn, liquidity to meet ~~our~~its operating needs. To the extent commodity prices remain low or decline further, or wethe ~~experience~~Partnership experiences other disruptions in the industry, ~~our~~the Partnership’s ability to fund ~~our~~its operations and make distributions may be further impacted, and could result in the ~~MGP’s~~liquidation ~~decision~~of tothe ~~liquidate~~Partnership’s ~~our~~ operations.

IfHistorically, ~~however,~~there ~~the~~has ~~MGP~~been ~~were~~no toneed ~~decide~~ to ~~liquidate~~borrow ~~our~~funds ~~operations,~~from the ~~liquidation~~MGP ~~valuation~~to offund ~~our~~operations ~~assets~~as ~~and~~the ~~liabilities~~cash ~~would~~flow befrom ~~determined~~the byPartnership’s anoperations ~~independent~~have ~~expert.~~been Itadequate isto ~~possible~~fund ~~that~~its ~~based~~obligations onand ~~such~~distributions ~~determination~~to its partners. However, wethe ~~would~~recent ~~not~~significant bedeclines ~~able~~in tocommodity ~~make~~prices ~~any~~have ~~liquidation~~challenged ~~distributions~~the Partnership’s ability to ~~our~~fund ~~limited~~its ~~partners.~~operations Aand ~~liquidation~~may ~~could~~make ~~result~~it inuneconomical for the ~~transfer~~Partnership ofto ~~the~~produce ~~post-liquidation~~its ~~assets~~wells ~~and~~until ~~liabilities~~they ofare depleted as the Partnership tooriginally ~~the~~intended. ~~MGP~~Accordingly, ~~and~~these ~~would~~conditions ~~occur~~may ~~without~~raise ~~any~~substantial ~~further~~doubt ~~contributions~~about ~~from~~the orPartnership’s ~~distributions~~ability to ~~the~~continue ~~limited~~as ~~partners~~a going concern.

~~Historically,~~If ~~there~~the ~~has~~Partnership ~~been~~is nonot ~~need~~able to ~~borrow~~continue ~~funds~~as ~~from~~a ~~the~~going ~~MGP~~concern, tothe ~~fund~~Partnership ~~operations~~will asliquidate. If the ~~cash~~Partnership’s ~~flow from our~~ operations ~~have~~are ~~been~~liquidated, ~~adequate~~a tovaluation ~~fund~~of ~~our~~the ~~obligations~~Partnership’s assets and ~~distributions~~liabilities towould ~~our~~be ~~partners.~~determined ~~However,~~by ~~the~~an ~~recent~~independent ~~significant~~expert ~~declines~~ in ~~commodity~~accordance ~~prices~~with ~~have~~the ~~challenged~~partnership ~~our~~agreement. ~~ability~~It tois ~~fund~~possible ~~our~~that ~~operations~~based ~~and~~on ~~may~~such ~~make it uneconomical for us to produce our wells until they are depleted as we originally intended. Accordingly~~determination, the ~~MGP~~Partnership ~~determined~~would ~~that~~not ~~there~~be isable ~~substantial~~to ~~doubt~~make ~~about~~any ~~our~~liquidation ~~ability~~distributions to ~~continue~~its aslimited apartners. ~~going~~A ~~concern.~~liquidation ~~The~~could ~~MGP~~result ~~intends,~~in asthe ~~necessary,~~transfer toof ~~continue~~the ~~our~~post-liquidation ~~operations~~assets and toliabilities ~~fund~~of ~~our obligations for at least~~ the ~~next~~Partnership ~~twelve~~to ~~months. To~~ the ~~extent~~MGP ~~commodity~~and ~~prices~~would ~~remain~~occur ~~low~~without orany ~~decline~~ further orcontributions ~~ARP~~from ~~is unsuccessful in completing its Restructuring (as defined below)~~ or ~~the~~distributions ~~Plan~~to ~~(as defined below),~~ the ~~MGP’s~~limited ~~ability to continue our operations may be further impacted~~partners.

~~ARP~~The ~~Restructuring~~significant risks and ~~Chapter~~uncertainties 11related ~~Bankruptcy~~to ~~Proceedings~~the Partnership’s ability to fund its operations may raise substantial doubt about the Partnership’s ability to continue as a going concern. The financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of the going concern uncertainty. If the Partnership cannot continue as a going concern, adjustments to the carrying values and classification of the Partnership’s assets and liabilities and the reported amounts of income and expenses could be required and could be material.

On July 25, 2016, ARP and certain of its subsidiaries, including the MGP, and Atlas Energy Group, solely with respect to certain sections thereof, entered into a restructuring support agreement with ARP’s lenders (the “Restructuring Support Agreement”) to support ARP’s restructuring that will reduce debt on its balance sheet (the “Restructuring”) pursuant to a pre-packaged plan of reorganization (the “Plan”). The Plan will position ARP for the future and is expected to be completed before the end of the third quarter of 2016, after which ARP should emerge from Chapter 11 (as defined below), backed by its stakeholders, committed to investing capital to develop its exploration and production assets, as well as its tax-advantaged drilling partnership program. 19

OnLiquidity ~~July 27, 2016, ARP~~ and ~~certain~~Capital ofResources ~~its subsidiaries, including the MGP, filed voluntary petitions for relief under Chapter 11~~ of the United States Bankruptcy Code (“Chapter 11”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The cases commenced thereby are being jointly administered under the caption “In re: ATLAS RESOURCE PARTNERS, L.P., et al.” Interested parties should refer to the information and the limitations and qualifications discussed in the disclosure statement related to the Restructuring which was filed as Exhibit 99.1 to ARP’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 25, 2016.MGP

16The MGP’s primary sources of liquidity are cash generated from operations, capital raised through its drilling partnership program, and borrowings under its credit facilities. The MGP’s primary cash requirements are operating expenses, debt service including interest, and capital expenditures.

The MGP ~~intends~~has tohistorically ~~continue~~funded toits ~~operate~~operations, ~~the~~acquisitions ~~Partnership’s~~and ~~businesses~~cash asdistributions ~~“debtors~~primarily inthrough ~~possession”~~cash ~~under~~generated ~~the~~from ~~jurisdiction~~operations, ofamounts ~~the~~available ~~Bankruptcy~~under ~~Court~~its credit facilities and inequity ~~accordance~~and ~~with~~debt ~~the~~offerings. ~~applicable~~The ~~provisions~~MGP’s offuture ~~Chapter~~cash 11flows ~~and~~are ~~the~~subject ~~orders~~to a number of ~~the~~variables, ~~Bankruptcy~~including ~~Court~~oil and natural gas prices. ~~Under~~Prices ~~the~~for ~~Plan,~~oil itand isnatural ~~contemplated~~gas ~~that~~began ~~all~~to ~~suppliers,~~decline ~~vendors,~~significantly ~~employees,~~during ~~royalty~~the ~~owners,~~fourth ~~trade~~quarter ~~partners~~of 2014 and ~~landlords~~have ~~will~~continued beto ~~unimpaired~~decline and ~~will~~remain below ~~satisfied~~ in ~~full~~2016. inThese ~~the~~lower ~~ordinary~~commodity ~~course~~prices ofhave ~~business,~~negatively ~~and~~impacted the MGP’s ~~existing~~revenues, ~~trade~~earnings ~~contracts~~ and ~~terms~~cash ~~will be maintained~~flows. ToSustained ~~assure~~low ~~ordinary~~commodity ~~course~~prices ~~operations,~~could ~~the~~have ~~MGP~~a ~~obtained~~material ~~interim~~and ~~approval~~adverse ~~from~~effect ~~the Bankruptcy Court~~ on athe ~~variety~~MGP’s ofliquidity ~~“first~~position. ~~day”~~In ~~motions~~addition, ~~including~~challenges ~~motions~~with ~~seeking~~the ~~authority~~MGP’s ability to ~~use~~raise ~~cash~~capital ~~collateral~~through onits adrilling ~~consensual~~partnership ~~basis~~program, ~~pay~~either ~~wages~~as ~~and~~a ~~benefits~~result ~~for~~of ~~individuals~~downturn ~~who~~in ~~provide~~commodity ~~services~~prices toor ~~the~~other ~~Partnership,~~difficulties ~~and~~affecting ~~pay~~the ~~vendors~~fundraising channel, ~~oil~~could ~~and~~negatively ~~gas~~impact ~~obligations~~the ~~and~~MGP’s ~~other~~ability ~~creditor~~to ~~claims~~remain in compliance with the ~~ordinary~~covenants ~~course~~under ofits ~~business.~~credit facilities.

~~The~~If ~~Partnership~~the MGP is ~~not~~unable ato ~~party~~remain toin compliance with the ~~Restructuring~~covenants ~~Support~~under ~~Agreement.~~its ~~The~~credit ~~ARP~~facilities, ~~Restructuring~~absent isrelief ~~not~~from ~~expected~~its tolenders, ~~materially~~as ~~impact~~applicable, the MGP ormay ~~its~~be ~~ability~~forced to ~~perform~~repay asor ~~the~~refinance ~~managing~~such ~~general~~indebtedness. ~~partner~~Upon ~~and~~the ~~operator~~occurrence of an event of default, the ~~Partnership~~lenders under the MGP’s ~~operations.~~credit Onfacilities, ~~July~~as 26applicable, ~~2016,~~could elect to declare all amounts outstanding immediately due and payable and the ~~MGP~~lenders ~~adopted~~could ~~certain~~terminate ~~amendments~~all commitments to ~~our~~extend ~~partnership~~further ~~agreement,~~credit. inIf ~~accordance~~an ~~with~~event of default occurs (including if the ~~MGP~~MGPs’s ~~ability~~borrowing tobase ~~amend~~is ~~our~~redetermined ~~partnership~~below ~~agreement~~its tocurrent ~~cure~~outstanding anborrowings ~~ambiguity~~and inthey orare ~~correct~~unable orto ~~supplement~~repay ~~any~~the ~~provision~~deficiency ofor ~~our~~deposit ~~partnership~~additional ~~agreement~~collateral asto ~~may~~eliminate besuch ~~inconsistent~~deficiency), ~~with~~or ~~any~~if other ~~provision~~debt agreements cross-default, toand ~~provide~~the ~~that~~lenders ~~bankruptcy~~under ~~and~~the ~~insolvency~~affected ~~events,~~debt ~~such~~agreements asaccelerate the ~~MGP’s~~maturity ~~Chapter~~of 11any ~~filing,~~loans ~~with~~or ~~respect~~other todebt outstanding, the ~~managing~~MGP ~~general partner~~ will not ~~cause~~have ~~the~~sufficient ~~managing~~liquidity ~~general~~to ~~partner~~repay toall ~~cease~~of toits ~~serve~~outstanding indebtedness, and as ~~the~~a ~~managing~~result, ~~general~~there ~~partner~~would ofbe substantial doubt regarding the ~~Partnership~~MGP’s ~~nor~~ability ~~cause~~to ~~the~~continue ~~termination~~as ofa ~~the~~going ~~Partnership~~concern.

~~Atlas~~The ~~Energy~~MGP ~~Group~~continually ismonitors ~~not~~the acapital ~~party~~markets and our capital structure and may make changes to its capital structure from time to time, with the ~~ARP~~goal ~~Restructuring.~~of ~~Atlas~~maintaining ~~Energy~~financial ~~Group~~flexibility, ~~remains~~preserving ~~controlled~~or byimproving ~~the~~liquidity, ~~same~~strengthening ~~ownership~~its ~~group~~balance ~~and~~sheet, ~~management~~meeting ~~team~~its debt service obligations and/or ~~thus~~achieving cost efficiency. For example, the ~~ARP~~MGP ~~Restructuring~~could ispursue ~~not~~options ~~expected~~such toas ~~have~~refinancing, arestructuring ~~material~~or ~~impact~~reorganizing onits ~~the~~indebtedness ~~ability~~or ofcapital ~~Atlas~~structure ~~Energy~~or ~~Group~~seek ~~management~~ to ~~operate~~raise ~~ARP~~additional capital through debt or ~~the~~equity ~~other~~financing ~~Atlas~~to ~~Energy~~address ~~Group~~its ~~businesses~~liquidity concerns and high debt levels.

~~Cash~~The ~~provided~~MGP byalso ~~operating~~continues ~~activities~~to ~~decreased~~implement ~~$1,571,100~~various ~~for~~cost ~~the~~saving ~~six~~measures ~~months~~to ~~ended~~reduce ~~June~~its 30capital, ~~2016~~operating toand $1general and administrative costs,~~403~~ including renegotiating contracts with contractors,~~200~~ assuppliers ~~compared~~and toservice $2providers,~~974,300~~ ~~for~~reducing the ~~six~~number ~~months~~of ~~ended~~staff ~~June~~and ~~30,~~contractors ~~2015~~and deferring and eliminating discretionary costs. ~~This~~The ~~decrease~~MGP ~~was~~will ~~due~~continue to abe ~~decrease~~opportunistic and aggressive in ~~net~~managing ~~earnings~~its ~~before~~cost ~~depletion~~structure and, ~~accretion~~in turn, its liquidity to meet its capital and ~~non~~operating ~~cash~~needs. ~~loss~~The onMGP ~~derivative~~cannot ~~value~~provide any assurances that any of ~~$966,200,~~these aefforts ~~decrease~~will inbe ~~the~~successful ~~change~~or will result in ~~accounts~~cost ~~receivable~~reductions ~~trade-affiliate~~or cash flows or the timing of ~~$765,400,~~any asuch ~~decrease~~cost inreductions or additional cash flows. It is also possible additional adjustments to the ~~change~~MGP’s inplan ~~asset~~and ~~retirement~~outlook ~~receivable-affiliate~~may ofoccur ~~$2,500. This~~based ~~decrease~~on ~~was~~market ~~partially~~conditions ~~offset~~and byits anneeds ~~increase~~at inthat ~~the~~time, ~~change~~which incould ~~accrued~~include ~~liabilities~~selling ofassets, ~~$32~~seeking additional partners to develop its assets,~~300~~ and/or anreducing ~~increase~~its inplanned capital program. In addition, to the ~~change~~extent incommodity ~~accounts~~prices ~~payable~~remain ~~trade-affiliate~~low ofor ~~$130~~decline further,~~700~~ ~~for~~or the ~~six~~MGP ~~months~~experiences ~~ended~~disruptions ~~June~~in 30its longer-term access to or cost of capital, ~~2016~~the asMGP’s ~~compared~~ability to fund future capital expenditures, growth projects or the ~~six~~Partnership’s ~~months~~operations ~~ended~~may ~~June~~be ~~30,~~further ~~2015~~impacted.

Cash ~~provided~~Flows by investing activities decreased $133,700 for the six months ended June 30, 2016 to $16,300 from $150,000 for the six months ended June 30, 2015. This decrease was due to a decrease in the change in proceeds from the sale of oil and gas properties of $150,000 partially offset by the increase in the proceeds from sale of tangible equipment of $16,300.Overview

Cash ~~used~~provided inby ~~financing~~operating activities decreased $2,~~030~~484,~~200~~100 ~~during~~for the ~~six~~nine months ended ~~June~~September 30, 2016 to $1,~~094~~426,~~100~~900 ~~from~~as compared to $3,~~124~~911,~~300~~000 for the ~~six~~nine months ended ~~June~~September 30, 2015. This decrease was due to a decrease in the change in accounts receivable trade-affiliate of $1,817,000, a decrease in net earnings before depletion, accretion, impairment and non cash ~~distributions~~loss toon ~~partners~~derivative value of $669,000, a decrease in loss on abandonment of well of $212,000, and a decrease in the change in asset retirement receivable-affiliate of $81,200. This decrease was partially offset by an increase in the change in asset retirement obligation settled of $481,300 and an increase in the change in accrued liabilities of $13,800 for the nine months ended September 30, 2016 as compared to the nine months ended September 30, 2015.

~~Our~~Cash ~~MGP~~provided ~~may~~by ~~withhold~~investing ~~funds~~activities ~~for~~decreased ~~future~~$204,900 ~~plugging~~for ~~and~~the ~~abandonment~~nine ~~costs.~~months ~~Through~~ended ~~June~~September 30, 2016, ~~our~~to ~~MGP~~$16,300 ~~has~~from ~~withheld~~ $75221,200 ~~of funds~~ for ~~this~~the ~~purpose.~~nine ~~Any~~months ~~additional~~ended ~~funds~~September 30, if2015. ~~required,~~This ~~will~~decrease bewas ~~obtained~~due ~~from~~to ~~production~~a ~~revenues~~decrease orin ~~borrowings~~proceeds from ~~our~~the ~~MGP~~sale orof ~~its~~oil ~~affiliates,~~and ~~which~~gas ~~are~~properties ~~not~~of ~~contractually~~$150,000 ~~committed~~and toa ~~make~~decrease ~~loans~~in tothe ~~us.~~proceeds ~~The~~for ~~amount~~the ~~that~~sale weof ~~may~~tangible ~~borrow~~equipment ~~at any one time may not at any time exceed 5%~~ of ~~our total subscriptions and we will not borrow from third-parties~~$54,900.

Cash used in financing activities decreased $2,624,700 during the nine months ended September 30, 2016 to $1,507,500 from $4,132,200 for the nine months ended September 30, 2015. This decrease was due to a decrease in cash distributions to partners.

Our MGP may withhold funds for future plugging and abandonment costs. Through September 30, 2016, our MGP has withheld $92,600 of funds for this purpose. Any additional funds, if required, will be obtained from production revenues or borrowings from our MGP or its affiliates, which are not contractually committed to make loans to us. The amount that we may borrow at any one time may not at any time exceed 5% of our total subscriptions and we will not borrow from third-parties.

Critical Accounting Policies

See Note 2 to our condensed financial statements for additional information related to recently issues accounting standards.

For a more complete discussion of the accounting policies and estimates that we have identified as critical in the preparation of our condensed financial statements, please refer to our Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Under the supervision of our general partner’s Chief Executive Officer and Chief Financial Officer and with the participation of our disclosure committee appointed by such officers, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our general partner’s Chief Executive Officer and Chief Financial Officer concluded that, as of ~~June~~September 30, 2016, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

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

PART II OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

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

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

1822

ITEM 6.

EXHIBITS

EXHIBIT INDEX

Exhibit No.		Description

31.1		Certification Pursuant to Rule 13a-14/15(d)-14

31.2		Certification Pursuant to Rule 13a-14/15(d)-14

32.1		Section 1350 Certification

32.2		Section 1350 Certification

101		Interactive Data File

1923

SIGNATURES

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

	ATLAS RESOURCES SERIES 28-2010 L.P.
	By:	Atlas Resources, LLC, its
		Managing General Partner
Date: August 15, 2016	By:	/s/ FREDDIE M. KOTEK
Date: November 21, 2016	By:	/s/ FREDDIE M. KOTEK
		Freddie M. Kotek, Chief Executive Officer and President of the Managing General Partner

Date: August 15, 2016	By:	/s/JEFFREY M. SLOTTERBACK
Date: November 21, 2016	By:	/s/JEFFREY M. SLOTTERBACK
		Jeffrey M. Slotterback Chief Financial Officer of the Managing General Partner

2024

Filing Compare · Atlas Resources Series 28-2010 L.P.