United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended ~~September~~March 3031, ~~2016~~2017

☐	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
425 Houston Street, Suite 300
1000 Commerce Drive, 4th Floor
Fort Worth, TX		76102
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 ☒ 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 ☒ No ☐

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

Large accelerated filer ☐		Accelerated filer ☐		Non-accelerated filer ☐		Smaller reporting company ☒
						Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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 September 30, 2016 and December 31, 2015	3
	Condensed Balance Sheets as of March 31, 2017 and December 31, 2016	3
	Condensed Statements of Operations for the Three and Nine Months ended September 30, 2016 and 2015	4
	Condensed Statements of Operations for the Three Months ended March 31, 2017 and 2016	4
	Condensed Statements of Comprehensive Income (Loss) for the Three and Nine Months ended September 30, 2016 and 2015	5
	Condensed Statements of Comprehensive Income (Loss) for the Three Months ended March 31, 2017 and 2016	5
	Condensed Statement of Changes in Partners’ Capital for the Nine Months ended September 30, 2016	6
	Condensed Statement of Changes in Partners’ Capital for the Three Months ended March 31, 2017	6
	Condensed Statements of Cash Flows for the Nine Months ended September 30, 2016 and 2015	7
	Condensed Statements of Cash Flows for the Three Months ended March 31, 2017 and 2016	7
	Notes to Condensed Financial Statements	8
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1513
Item 4:	Controls and Procedures	2117
PART II.	OTHER INFORMATION
Item 1:	Legal Proceedings	2217
Item 6:	Exhibits	2318
SIGNATURES		2419
CERTIFICATIONS

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ATLAS RESOURCES SERIES 28-2010 L.P.

CONDENSED BALANCE SHEETS

(Unaudited)

	September 30,2016		December 31,2015
	March 31,2017		December 31,2016
ASSETS
Current assets:
Cash	$	~~116~~395,~~900~~700	$	~~181~~171,~~200~~800
Accounts receivable trade-affiliate		1,~~154~~613,~~300~~100		1,~~068~~223,~~400~~800
Current portion of derivative assets		83,100		799,500
Total current assets		2,008,800		1,395,600
Total current assets		1,354,300		2,049,100
Gas and oil properties, net		24,064,500		24,494,800
Gas and oil properties, net		25,361,900		26,622,200
Long-term asset retirement receivable-affiliate		95,800		110,000
Long-term asset retirement receivable-affiliate		92,600		40,400
Total assets	$	26,169,100	$	26,000,400
Total assets	$	26,808,800	$	28,711,700
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accrued liabilities	$	~~195~~213,~~100~~700	$	~~181~~206,~~600~~300
Put premiums payable-affiliate		-		162,700
Total current liabilities		213,700		206,300
Total current liabilities		195,100		344,300
Asset retirement obligations		3,975,600		3,956,700
Asset retirement obligations		3,920,300		3,793,000
Commitments and contingencies (Note 4)
Commitments and contingencies (Note 6)
Partners’ capital:
Managing general partner’s interest		3,~~886~~854,~~300~~800		3,~~905~~691,~~600~~000
Limited partners’ interest (7,500 units)		18,~~806~~125,~~700~~000		2018,~~665~~146,~~000~~400
Accumulated other comprehensive income		400		3,800
Total partners’ capital		21,979,800		21,837,400
Total partners’ capital		22,693,400		24,574,400
Total liabilities and partners’ capital	$	26,169,100	$	26,000,400
Total liabilities and partners’ capital	$	26,808,800	$	28,711,700

See accompanying notes to condensed financial statements.

ATLAS RESOURCES SERIES 28-2010 L.P.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2016			2015			2016			2015
	2017			2016
REVENUES
Natural gas	$	12,~~462~~020,~~500~~000		$	1,~~545~~151,~~500~~200		$	~~3,771,000~~		$	~~5,542,800~~
Gain on mark-to-market derivatives		~~12,900~~-			~~276~~122,~~600~~400			~~1,100~~			~~448,900~~
Total revenues		12,~~475~~020,~~400~~000			1,~~822~~273,~~100~~600			~~3,772,100~~			~~5,991,700~~
COSTS AND EXPENSES
Production		~~921~~839,~~700~~200			~~987~~968,~~300~~000			~~2,671,300~~			~~3,339,900~~
Depletion		~~418~~430,~~000~~300			~~602~~416,~~100~~300			~~1,244,000~~			~~1,846,400~~
Impairment		-			6,320,500			-			6,320,500
Accretion of asset retirement obligations		44,500			42,400
Accretion of asset retirement obligations		42,500			55,000			127,300			165,000
General and administrative		33,000			33,600
General and administrative		32,800			35,000			99,600			104,200
Total costs and expenses		1,347,000			1,460,300
Total costs and expenses		1,415,000			7,999,900			4,142,200			11,776,000
Net income (loss)	$	673,000		$	(186,700	)
Operating income (loss)		60,400			(6,177,800	)		(370,100	)		(5,784,300)
Allocation of net income (loss):
Loss on abandonment of well		-			(212,000	)		-			(212,000	)
Managing general partner	$	332,000		$	(24,800	)
Net income (loss)	$	60,400		$	(6,389,800	)	$	(370,100	)	$	(5,996,300	)
Limited partners	$	341,000		$	(161,900	)
Allocation of net income (loss):
Net income (loss) per limited partnership unit	$	45		$	(22	)
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)

(Unaudited)

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2016				2015		2016			2015
	2017				2016
Net income (loss)	$	60673,~~400~~000		$	(6186,~~389,800~~700	)	$	~~(370,100~~	)	$	~~(5,996,300~~	)
Other comprehensive loss:
Difference in estimated hedge receivable		-			(133,700	)		-			(213,900	)
Less: reclassification adjustment to net income (loss) of mark-to-market gains on cash flow hedges		-			(900	)
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		-			(900	)
Total other comprehensive loss		(1,400	)		(150,100	)		(3,400	)		(256,700	)
Comprehensive income (loss)	$	673,000		$	(187,600	)
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 ~~NINE~~THREE MONTHS ENDED

~~September~~March 3031, ~~2016~~2017

(Unaudited)

	ManagingGeneralPartner			LimitedPartners			~~Accumulated OtherComprehensiveIncome (Loss)~~Total			~~Total~~
Balance at December 31, 2015	$	3,905,600		$	20,665,000		$	3,800		$	24,574,400
Balance at December 31, 2016	$	3,691,000		$	18,146,400		$	21,837,400
Participation in revenues, costs and expenses:
Net production revenues		~~433~~443,~~500~~800			~~666~~737,~~200~~000			-1,180,800			~~1,099,700~~
Gain on mark-to-market derivatives		-			1,100			-			1,100
Depletion		(82,700	)		(347,600	)		(430,300	)
Depletion		(214,000	)		(1,030,000	)		-			(1,244,000	)
Accretion of asset retirement obligations		(16,700	)		(27,800	)		(44,500	)
Accretion of asset retirement obligations		(47,800	)		(79,500	)		-			(127,300	)
General and administrative		(12,400	)		(20,600	)		(33,000	)
General and administrative		(37,500	)		(62,100	)		-			(99,600	)
Net income		332,000			341,000			673,000
Net income (loss)		134,200			(504,300	)		-			(370,100	)
Distributions to partners		(168,200	)		(362,400	)		(530,600	)
Other comprehensive loss		-			-			(3,400	)		(3,400	)
Balance at March 31, 2017	$	3,854,800		$	18,125,000		$	21,979,800
Subordination		(126,700	)		126,700			-			-
Distributions to partners		(26,800	)		(1,480,700	)		-			(1,507,500	)
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)

	Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2016			2015
	2017			2016
Cash flows from operating activities:
Net loss	$	(370,100	)	$	(5,996,300	)
Net income (loss)	$	673,000		$	(186,700	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depletion		1430,~~244,000~~300			1416,~~846,400~~300
Impairment		-			6,320,500
Non-cash loss on derivative value		-			78,300
Non-cash loss on derivative value		550,300			(15,100	)
Accretion of asset retirement obligations		44,500			42,400
Accretion of asset retirement obligations		127,300			165,000
Loss on abandonment of well		-			212,000
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable trade-affiliate		(85389,~~900~~300	)		~~1,731,100~~500
Decrease (increase) in asset retirement receivable-affiliate		~~(52~~14,200	)		29(17,~~000~~400	)
Increase (decrease) in accrued liabilities		13,500			(300	)
Increase in accrued liabilities		7,400			48,400
Asset retirement obligations settled		-(25,600	)		~~(481,300~~-	)
Net cash provided by operating activities		1754,~~426,900~~500			3381,~~911,000~~800
Cash flows from investing activities:
Proceeds from the sale of tangible equipment		16,300			71,200
Net cash provided by investing activities		-			-
Proceeds from the sale of gas and oil properties		-			150,000
Net cash provided by investing activities		16,300			221,200
Cash flows from financing activities:
Distributions to partners		(1530,~~507,500~~600	)		(4563,~~132,200~~000	)
Net cash used in financing activities		(1530,~~507,500~~600	)		(4563,~~132,200~~000	)
Net change in cash		~~(64~~223,~~300~~900	)		-(181,200	)
Cash beginning of period		~~181~~171,~~200~~800			-181,200
Cash at end of period	$	~~116~~395,~~900~~700		$	-

See accompanying notes to condensed financial statements.

ATLAS RESOURCES SERIES 28-2010 L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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 Titan Energy, LLC (“Titan”). Titan is an independent developer and producer of natural gas, crude oil, and natural gas liquids, with operations in basins across the United States. Titan isalso asponsors ~~leading sponsor~~ and ~~manager~~manages of tax-advantaged investment partnerships, in which it co-invests to finance a portion of its natural gas and oil production activities. Titan is the successor to the business and operations of Atlas Resource Partners, L.P. (“ARP”), a Delaware limited partnership organized in 2012. Unless the context otherwise requires, references below to “the Partnership,” “we,” “us,” “our” and “our company”, refer to Atlas Resources Series 28-2010 L.P.

Atlas Energy Group, LLC (“Atlas Energy Group”; ~~OTC~~OTCQX: ATLS) is a publicly traded company and ~~operates~~manages Titan and the MGP through a 2% preferred member interest in Titan.

The Partnership has drilled and currently operates wells located in Pennsylvania, ~~Tennessee,~~ Indiana and Colorado. We have no employees and rely on our MGP for management, which in turn, relies on 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~~economic ~~financial~~viability ~~statements,~~of ~~which are unaudited, except for~~ the ~~balance~~Partnership’s ~~sheet~~production atis ~~December~~based ~~31,~~on ~~2015,~~a ~~which~~variety isof ~~derived~~factors ~~from~~including ~~audited~~proved ~~financial~~developed ~~statements,~~reserves ~~have~~that ~~been~~it ~~prepared~~can ~~pursuant~~expect to ~~the~~recover ~~rules~~through ~~and~~existing ~~regulations~~wells ofwith ~~the~~existing ~~Securities~~equipment and ~~Exchange~~operating ~~Commission~~methods ~~and~~or ~~accounting principles generally accepted~~ in which the ~~United~~cost ~~States~~ of ~~America~~additional ~~(“U.S.~~required ~~GAAP”)~~extraction ~~for~~equipment ~~interim~~is ~~reporting.~~relatively ~~Certain~~minor ~~information~~compared ~~and~~to ~~note~~the ~~disclosures~~cost ~~normally~~of ~~included~~a innew ~~annual~~well; ~~financial~~and ~~statements~~through ~~prepared~~currently ininstalled ~~accordance~~extraction ~~with~~equipment ~~U.S. GAAP have been condensed or omitted pursuant to those rules~~ and ~~regulations,~~related ~~although~~infrastructure wewhich ~~believe~~is ~~that~~operational ~~the~~at ~~disclosures made are adequate to make~~ the ~~information~~time ~~not~~of ~~misleading. These interim financial statements should be read in conjunction with~~ the ~~audited~~reserves ~~financial~~estimate ~~statements~~(if ~~and notes thereto presented in~~ the ~~Partnership’s~~extraction ~~Annual~~is ~~Report~~by onmeans ~~Form~~not ~~10-K~~involving ~~for~~drilling, ~~the~~completing ~~year~~or ~~ended~~reworking ~~December~~a ~~31, 2015~~well). ~~The~~There ~~results~~are ofnumerous ~~operations~~uncertainties ~~for~~inherent ~~the~~in ~~three~~estimating ~~and~~quantities ~~nine months ended September 30, 2016 may not necessarily be indicative~~ of ~~the~~proven ~~results~~reserves ofand ~~operations~~in ~~for~~projecting ~~the~~future ~~year~~net ~~ended December 31, 2016~~revenues.

~~Atlas~~The ~~Resource~~prices ~~Partners,~~at Lwhich the Partnership’s natural gas will be sold are uncertain and the Partnership is not guaranteed a specific price for the sale of its production.P. ~~Restructuring~~Changes in natural gas prices have a significant impact on the Partnership’s cash flow and ~~Chapter~~the 11value ~~Bankruptcy~~of ~~Proceedings~~its reserves. Lower natural gas prices may not only decrease the Partnership’s revenues, but also may reduce the amount of natural gas that the Partnership can produce economically.

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 being jointly administered under the caption “In re: ATLAS RESOURCE PARTNERS, L.P., et 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.

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 agreements 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. Historically, there has been no need to borrow funds from the MGP to fund operations as the cash flow from the Partnership’s operations had been adequate to fund its obligations and distributions 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~~2017. 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 and may make it uneconomical for the Partnership to produce its wells until they are depleted as the Partnership originally intended. 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.8

IfThe ~~the~~uncertainties ~~Partnership~~of isTitan’s ~~not~~and ~~able~~the toMGP’s ~~continue~~liquidity asand acapital ~~going~~resources ~~concern,~~(as ~~the~~further ~~Partnership~~described ~~will~~below) ~~liquidate. If~~raise ~~the~~substantial ~~Partnership~~doubt about Titan’s ~~operations~~and ~~are liquidated, a valuation of~~ the ~~Partnership~~MGP’s ~~assets~~ability ~~and~~to ~~liabilities~~continue ~~would~~as bea ~~determined~~going byconcern, anwhich ~~independent~~also ~~expert~~raises insubstantial ~~accordance~~doubt ~~with~~about the ~~partnership~~Partnership’s ~~agreement.~~ability Itto iscontinue ~~possible~~as ~~that~~a ~~based~~going onconcern. ~~such~~If ~~determination,~~Titan ~~the~~is ~~Partnership~~unsuccessful ~~would~~in ~~not~~taking beactions ~~able~~ to ~~make~~resolve ~~any~~its ~~liquidation~~liquidity ~~distributions~~issues to(as ~~its~~further ~~limited~~described ~~partners.~~below), Athe ~~liquidation~~MGP’s ~~could~~ability ~~result~~to incontinue the ~~transfer~~Partnership’s ofoperations ~~the~~may ~~post-liquidation~~be ~~assets~~further impacted and ~~liabilities~~may ofmake ~~the~~it ~~Partnership~~uneconomical tofor the ~~MGP~~Partnership ~~and~~to ~~would~~produce ~~occur~~its ~~without~~wells ~~any~~until ~~further~~they ~~contributions~~are ~~from~~depleted oras ~~distributions~~originally ~~to the limited partners~~intended.

~~The~~If ~~significant risks and uncertainties related to~~ the Partnership’s ~~ability~~is tonot ~~fund~~able ~~its operations may raise substantial doubt about the Partnership’s ability~~ to continue as a going concern., ~~The~~the ~~financial~~Partnership ~~statements~~will ~~have~~liquidate. ~~been~~If ~~prepared~~the onPartnership’s aoperations ~~going~~are ~~concern basis of accounting~~liquidated, ~~which~~a ~~contemplates~~valuation ~~continuity~~ of ~~operations,~~the ~~realization~~Partnership’s of assets, and ~~satisfaction of~~ liabilities ~~and~~would ~~commitments~~be indetermined ~~the~~by ~~normal~~an ~~course~~independent ofexpert ~~business.~~in ~~The~~accordance ~~financial~~with ~~statements~~the dopartnership ~~not~~agreement. ~~include~~It ~~any~~is ~~adjustments~~possible that ~~might~~based ~~result~~on ~~from~~such ~~the~~determination, ~~outcome of~~ the ~~going concern uncertainty. If the~~ Partnership ~~cannot~~would ~~continue~~not asbe aable ~~going concern, adjustments~~ to ~~the~~make ~~carrying~~any ~~values~~liquidation ~~and~~distributions ~~classification~~to ofits ~~the~~limited ~~Partnership’s~~partners. ~~assets~~A ~~and~~liquidation ~~liabilities~~could ~~and~~occur ~~the~~without ~~reported~~any ~~amounts~~further ofcontributions ~~income~~from ~~and~~or ~~expenses~~distributions ~~could~~to bethe ~~required~~limited ~~and could be material~~partners.

~~Liquidity~~The financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and ~~Capital~~satisfaction ~~Resources~~of liabilities and commitments in the normal course of business. The financial statements do not include any adjustments that might result from the ~~MGP~~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.

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

The MGP’s primary sources of liquidity are cash generated from operations, capital raised through its drilling partnership program, and borrowings under Titan’s credit facilities. The MGP’s primary cash requirements are operating expenses, payments to Titan for 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 Titan’s 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 continued to remain low in 2017. 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, have negatively impacted Titan’s and the MGP’s ability to remain in compliance with the covenants under its credit facilities.

Titan was not in compliance with certain of the financial covenants under its credit facilities as of December 31, 2016, as well as the requirement to deliver audited financial statements without a going concern qualification. Titan and the MGP do not currently have sufficient liquidity to repay all of Titan’s outstanding indebtedness, and as a result, there is substantial doubt regarding Titan’s and the MGP’s ability to continue as a going concern.

On April 19, 2017, Titan entered into a third amendment to its first lien credit facility in an attempt to ameliorate some of its liquidity concerns. The amendment provides for, among other things, waivers of non-compliance, increases in certain financial covenant ratios and scheduled decreases in Titan’s borrowing base. In addition, Titan expects that it will sell a significant amount of non-core assets in the near future to comply with the requirements of its first lien credit facility amendment and to attempt to enhance its liquidity. The lenders’ waivers are subject to revocation in certain circumstances, including the exercise of remedies by junior lenders (including pursuant to Titan’s second lien credit facility), the failure to extend the 180-day standstill period under the intercreditor agreement at least 15 business days prior to its expiration, and the occurrence of additional events of default under the first lien credit facility.

On April 21, 2017, the lenders under the Titan’s second lien credit facility delivered a notice of events of default and reservation of rights, pursuant to which they noticed events of default related to financial covenants and the failure to deliver financial statements without a “going concern” qualification. The delivery of such notice began the 180-day standstill period under the intercreditor agreement, during which the lenders under the second lien credit facility are prevented from pursuing remedies against the collateral securing Titan’s obligations under the second lien credit facility. The lenders have not accelerated the payment of amounts outstanding under the second lien credit facility.

~~The~~Titan continually monitors the capital markets and the MGP’s ~~primary~~capital ~~sources~~structure and may make changes to its capital structure from time to time, with the goal of maintaining financial flexibility, preserving or improving liquidity, ~~are~~strengthening ~~cash~~its ~~generated~~balance ~~from~~sheet, ~~operations~~meeting its debt service obligations and/or achieving cost efficiency. For example, Titan could pursue options such as refinancing, restructuring or reorganizing its indebtedness or capital ~~raised~~structure or seek to raise additional capital through debt or equity financing to address its ~~drilling~~liquidity ~~partnership~~concerns ~~program~~and high debt levels. Titan is evaluating various options, but there is no certainty that Titan will be able to implement any such options, and ~~borrowings~~cannot ~~under~~provide any assurances that any refinancing or changes in its ~~credit~~debt ~~facilities. The~~or ~~MGP~~equity capital structure would be possible or that additional equity or debt financing could be obtained on acceptable terms, if at all, and such options may result in a wide range of outcomes for Titan’s ~~primary~~stakeholders. ~~cash~~In addition, Titan expects that it will sell a significant amount of non-core assets in the near future to comply with the requirements ~~are~~of ~~operating~~its ~~expenses,~~first ~~debt~~lien ~~service~~credit ~~including~~facility ~~interest,~~amendment and ~~capital~~to ~~expenditures~~attempt to enhance its liquidity. However, there is no guarantee that the proceeds Titan receives for any asset sale will satisfy the repayment requirements under its first lien credit facility.

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 MGPTitan’s ~~future~~Appalachia 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.Divestiture

IfOn ~~the~~May ~~MGP~~4, is2017, ~~unable~~Titan toentered ~~remain~~into ina ~~compliance~~definitive ~~with~~agreement ~~the~~to ~~covenants~~sell ~~under~~ its ~~credit~~conventional ~~facilities,~~Marcellus ~~absent~~assets ~~relief~~to ~~from~~Diversified ~~its~~Gas ~~lenders~~& Oil, asPLC ~~applicable~~(“Diversified”), ~~the~~for ~~MGP~~$84.2 ~~may~~million. beThe ~~forced~~transaction toincludes ~~repay or refinance such indebtedness. Upon~~ the ~~occurrence~~sale of anapproximately ~~event of default~~8,400 ~~the~~oil ~~lenders~~and ~~under~~gas ~~the~~wells ~~MGP’s~~across ~~credit~~Pennsylvania, ~~facilities~~Ohio, ~~as applicable~~Tennessee, ~~could~~New ~~elect~~York toand ~~declare~~West ~~all~~Virginia, ~~amounts~~along ~~outstanding~~with ~~immediately due and payable and~~ the ~~lenders~~associated ~~could~~infrastructure. ~~terminate~~Titan ~~all~~will ~~commitments~~retain toits ~~extend~~Utica ~~further~~Shale ~~credit.~~position, IfIndiana anassets ~~event~~and ofWest ~~default~~Virginia ~~occurs~~coalbed ~~(including~~methane ifassets in the ~~MGPs’s~~region. The ~~borrowing~~transaction ~~base~~ is ~~redetermined~~subject ~~below~~to ~~its~~customary ~~current~~closing ~~outstanding~~conditions, ~~borrowings~~has ~~and~~an ~~they~~effective ~~are~~date ~~unable~~of toApril ~~repay~~1, ~~the~~2017 ~~deficiency~~and oris ~~deposit~~expected ~~additional collateral~~ to ~~eliminate~~close ~~such~~in ~~deficiency),~~June or2017. ifThe ~~other~~net ~~debt~~proceeds ~~agreements~~will ~~cross-default,~~be ~~and~~used ~~the~~to ~~lenders~~repay ~~under~~a ~~the~~portion ~~affected~~of ~~debt~~outstanding ~~agreements~~borrowings ~~accelerate~~under ~~the~~Titan’s ~~maturity~~first oflien ~~any~~credit ~~loans~~facility. orThe ~~other~~transaction ~~debt outstanding, the MGP~~ will ~~not~~significantly ~~have~~improve ~~sufficient~~Titan’s ~~liquidity~~first tolien ~~repay~~credit ~~all~~facility ofmetrics ~~its~~and ~~outstanding~~is ~~indebtedness,~~expected ~~and~~to asfulfill aits ~~result,~~borrowing ~~there~~base ~~would~~step bedown ~~substantial~~to ~~doubt~~$360 ~~regarding~~million, ~~the~~which ~~MGP’s~~is ~~ability~~scheduled to ~~continue~~occur ason aAugust ~~going~~31, ~~concern~~2017.

The ~~MGP~~assets ~~continually~~Titan ~~monitors~~has ~~the~~agreed ~~capital~~to ~~markets~~sell ~~and~~to ~~our~~Diversified ~~capital~~include ~~structure~~its ~~and~~indirect ~~may~~interests ~~make~~in ~~changes~~the toPartnership’s ~~its~~Marcellus ~~capital~~assets. ~~structure~~Titan ~~from~~expects ~~time~~that tothe ~~time,~~MGP ~~with~~will ~~the~~effectuate ~~goal~~one ofor ~~maintaining~~more ~~financial~~transactions ~~flexibility,~~involving ~~preserving~~the orPartnership ~~improving~~in ~~liquidity,~~connection ~~strengthening~~with ~~its~~the ~~balance sheet~~sale, ~~meeting~~pursuant ~~its~~to ~~debt~~which ~~service~~the ~~obligations~~Partnership’s ~~and/or~~Marcellus ~~achieving~~assets ~~cost~~will ~~efficiency. For~~be ~~example,~~segregated ~~the~~to ~~MGP~~allow ~~could~~Titan ~~pursue~~to ~~options~~transfer ~~such~~the asMGP’s ~~refinancing,~~equity ~~restructuring~~interests orin ~~reorganizing~~the ~~its~~Partnership ~~indebtedness~~with orrespect ~~capital~~to ~~structure~~the orPartnership’s ~~seek~~Marcellus toassets. ~~raise~~Following ~~additional~~Titan’s ~~capital~~transfer, ~~through~~Diversified ~~debt~~will orbe ~~equity~~the ~~financing~~managing togeneral ~~address~~partner ~~its~~and ~~liquidity~~operator ~~concerns~~with ~~and~~respect ~~high~~to ~~debt~~the ~~levels~~Marcellus assets.

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.

Derivative Instruments

The Partnership’s MGP entered into certain financial contracts to manage the Partnership’s exposure to movement in commodity prices. On January 1, 2015, the Partnership discontinued hedge accounting through de-designation for all of its existing commodity derivatives which were qualified as hedges. As such, subsequent changes in fair value after December 31, 2014 of these derivatives were recognized immediately within gain (loss) on mark-to-market derivatives in the Partnership’s statements of operations, while the fair values of the instruments recorded in accumulated other comprehensive income as of December 31, 2014 were reclassified to the statements of operations in the periods in which the respective derivative contracts settled. During the three months ended March 31, 2017, the Partnership did not have any derivative activity as all derivative contracts have matured. During the three months ended March 31, 2016, the Partnership recorded $900 as a gain reclassified from accumulated other comprehensive income into natural gas and oil revenues and $122,400 as a gain subsequent to hedge accounting recognized in gain on mark-to-market derivatives.

Gas and Oil Properties

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

	September 30,2016			December 31,2015
	March 31, 2017			December 31,2016
Proved properties:
Leasehold interests	$	5,301,300		$	5,301,300
Wells and related equipment		159,420,100			159,~~436~~420,~~400~~100
Total natural gas and oil properties		164,721,400			164,~~737~~721,~~700~~400
Accumulated depletion and impairment		(~~139~~140,~~359~~656,~~500~~900	)		(~~138~~140,~~115~~226,~~500~~600	)
Gas and oil properties, net	$	2524,~~361~~064,~~900~~500		$	2624,~~622~~494,~~200~~800

Recently Issued Accounting Standards

In ~~February~~May ~~2016~~2014, the FASB updated the accounting guidance related to ~~leases~~revenue recognition. The updated accounting guidance ~~requires~~provides ~~lessees~~a single, contract-based revenue recognition model to ~~recognize~~help aimprove ~~lease~~financial ~~asset~~reporting ~~and~~by ~~liability~~providing atclearer ~~the~~guidance ~~commencement~~on ~~date~~when ofan ~~all~~entity ~~leases~~should ~~(with~~recognize revenue, and by reducing the ~~exception~~number of ~~short-term~~standards ~~leases),~~to ~~initially~~which ~~measured~~an atentity has to refer. In July 2015, the ~~present~~FASB ~~value~~voted ofto defer the ~~lease~~effective ~~payments~~date by one year to December 15, 2017 for annual reporting periods beginning after that date. The updated accounting guidance isprovides ~~effective~~companies ~~for~~with ~~the~~alternative ~~Partnership~~methods asof adoption. We are evaluating the impact of ~~January~~this 1,updated ~~2019~~accounting ~~and~~guidance ~~requires~~on aour ~~modified~~financial ~~retrospective~~statements. ~~transition~~This ~~approach~~accounting ~~for~~guidance ~~leases~~will ~~existing~~require ~~at,~~that orour ~~entered~~revenue ~~into~~recognition ~~after,~~policy disclosures include further detail regarding our performance obligations as to the ~~beginning~~nature, amount, timing, and estimates of ~~the~~revenue ~~earliest~~and ~~period~~cash ~~presented~~flows generated from our contracts with customers. ~~The~~ ~~Partnership~~We isare ~~currently~~still in the process of determining ~~the~~whether ~~impact~~or ~~that~~not we will use the ~~updated~~retrospective ~~accounting~~method ~~guidance~~or ~~will~~the ~~have~~modified onretrospective ~~its~~approach ~~financial~~to ~~statements~~implementation.

InNOTE ~~August~~3 ~~2014,~~- ~~the~~CERTAIN ~~FASB~~RELATIONSHIPS ~~updated~~AND ~~the~~RELATED ~~accounting~~PARTY ~~guidance~~TRANSACTIONS 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.

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 $83,100 and $799,500 at 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				Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
Gains reclassified from accumulated other comprehensive income into natural gas and oil revenues	$	1,400	$	16,400	$	3,400	$	42,800
Gains subsequent to hedge accounting recognized in gain on mark-to-market derivatives	$	12,900	$	276,600	$	1,100	$	448,900

At 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		57,400	$	4.46	$	83,100

(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 three months of 2016 beginning October 1, 2016.

At 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 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.

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.

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 September 30, 2016 and December 31, 2015, all derivative financial instruments were classified as Level 2.

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

	Level 1		Level 2		Level 3		Total
As of September 30, 2016
Derivative assets, gross
Commodity swaps	$	-	$	83,100	$	-	$	83,100
Commodity puts		-		-		-		-
Total derivative assets, gross	$	-	$	83,100	$	-	$	83,100

	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.

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

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

Three Months EndedMarch 31,

2016

2015

2016

2015

2017

2016

Administrative fees

16,~~300~~000

1816,~~100~~800

~~49,500~~

~~54,800~~

Supervision fees

~~175~~165,~~100~~200

~~207~~182,300

~~529,800~~

~~632,700~~

Transportation fees

~~140~~202,~~600~~000

~~147~~123,~~000~~400

~~401,100~~

~~558,400~~

Direct costs

~~622~~489,~~500~~000

~~649~~679,~~900~~100

~~1,790,500~~

~~2,198,200~~

Total

~~954~~872,~~500~~200

1,~~022~~001,~~300~~600

~~2,770,900~~

~~3,444,100~~

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~~subordination ~~subordinated~~period ~~$126,700 of~~expired ~~its net production revenues to the limited partners for the nine months ended~~ September ~~30,~~ 2016.

~~NOTE 6 - COMMITMENTS AND CONTINGENCIES~~ 11

NOTE 4 - 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 ~~September~~March 3031, ~~2016~~2017, the MGP has withheld $9295,~~600~~800 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. The MGP’s management 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.

1412

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 Titan Energy, LLC (“Titan”). Titan is an independent developer and producer of natural gas, crude oil, and natural gas liquids, with operations in basins across the United States. Titan isalso asponsors ~~leading sponsor~~ and ~~manager~~manages of tax-advantaged investment partnerships, in which it co-invests to finance a portion of its natural gas and oil production activities. Titan is the successor to the business and operations of Atlas Resource Partners, L.P. (“ARP”), a Delaware limited partnership organized in 2012. Unless the context otherwise requires, references below to “the Partnership,” “we,” “us,” “our” and “our company”, refer to Atlas Resources Series 28-2010 L.P.

Atlas Energy Group, LLC (“Atlas Energy Group”; ~~OTC~~OTCQX: ATLS) is a publicly traded company and ~~operates~~manages Titan and the MGP through 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 Atlas Energy Group, for administrative services.

WeThe ~~intend~~Partnership’s operating cash flows are generated from its wells, which produce natural gas. Produced natural gas is then delivered to ~~continue~~market through affiliated and/or third-party gas gathering systems. The Partnership intends to produce ~~our~~its wells until they are depleted or become uneconomical to produce, at which time they will be plugged and abandoned or sold. WeThe ~~expect~~Partnership ~~that~~does nonot ~~other~~expect ~~wells~~to ~~will~~drill beadditional ~~drilled~~wells and expects no additional funds will be required for drilling.

~~Atlas~~The ~~Resource~~economic ~~Partners~~viability of the Partnership’s production is based on a variety of factors including proved developed reserves that it can expect to recover through existing wells with existing equipment and operating methods or in which the cost of additional required extraction equipment is relatively minor compared to the cost of a new well; and through currently installed extraction equipment and related infrastructure which is operational at the time of the reserves estimate (if the extraction is by means not involving drilling, Lcompleting or reworking a well).P. ~~Restructuring~~There are numerous uncertainties inherent in estimating quantities of proven reserves and ~~Chapter~~in 11projecting ~~Bankruptcy~~future ~~Proceedings~~net revenues.

OnThe ~~July 25,~~prices ~~2016,~~at ~~Atlas~~which ~~Resource~~the ~~Partners,~~Partnership’s ~~L.P.~~natural ~~(“ARP”)~~gas ~~and~~will ~~certain~~be ofsold ~~its~~are ~~subsidiaries,~~uncertain ~~including~~and the ~~MGP,~~Partnership ~~and~~is ~~Atlas~~not ~~Energy~~guaranteed ~~Group,~~a ~~solely~~specific ~~with~~price ~~respect~~for tothe ~~certain~~sale ~~sections~~of ~~thereof,~~its ~~entered~~production. ~~into~~Changes in natural gas prices have a ~~restructuring~~significant ~~support~~impact ~~agreement~~on ~~with~~the ~~ARP~~Partnership’s ~~lenders~~cash ~~(the~~flow ~~“Restructuring~~and ~~Support~~the ~~Agreement”)~~value toof ~~support~~its ~~ARP’s~~reserves. ~~restructuring~~Lower ~~that~~natural ~~reduced~~gas ~~debt~~prices onmay ~~its~~not ~~balance~~only ~~sheet~~decrease (the ~~“Restructuring”)~~Partnership’s ~~pursuant~~revenues, tobut aalso ~~pre-packaged~~may ~~plan~~reduce the amount of ~~reorganization~~natural (gas that the ~~“Plan”)~~Partnership can produce economically.

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.

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~~ MGP’s ~~primary sources of liquidity are cash generated from operations~~Liquidity, ~~capital~~Capital ~~raised through its drilling partnership program~~Resources, and ~~borrowings~~Ability ~~under~~to ~~its~~Continue ~~credit~~as ~~facilities. The~~a ~~MGP’s~~Going ~~primary cash requirements are operating expenses, debt service including interest, and capital expenditures.~~Concern

The MGP’s ~~has~~primary ~~historically~~sources ~~funded~~of ~~its~~liquidity ~~operations,~~are ~~acquisitions and~~ cash ~~distributions primarily through cash~~ generated from operations, ~~amounts~~capital ~~available~~raised ~~under~~through its ~~credit~~drilling ~~facilities~~partnership program, and ~~equity~~borrowings ~~and~~under ~~debt~~Titan’s ~~offerings~~credit facilities. The MGP’s ~~future~~primary cash ~~flows~~requirements are ~~subject~~operating ~~to a number of variables~~expenses, ~~including~~payments ~~oil~~to ~~and~~Titan ~~natural gas prices. Prices~~ for ~~oil~~debt ~~and~~service ~~natural~~including ~~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~~interest, ~~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 facilitiesexpenditures.

16The MGP has historically funded its operations, acquisitions and cash distributions primarily through cash generated from operations, amounts available under Titan’s 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 continued to remain low in 2017. 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, have negatively impacted Titan’s and the MGP’s ability to remain in compliance with the covenants under its credit facilities.

IfTitan ~~the~~was ~~MGP~~not ~~is unable to remain~~ in compliance with certain of the financial 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 anDecember ~~event of default~~31, ~~the lenders under the MGP’s credit facilities~~2016, as ~~applicable,~~well ~~could~~as ~~elect to declare all amounts outstanding immediately due and payable and~~ the ~~lenders~~requirement ~~could terminate all commitments~~ to ~~extend~~deliver ~~further~~audited ~~credit.~~financial Ifstatements anwithout ~~event~~a ofgoing ~~default~~concern ~~occurs~~qualification. ~~(including~~Titan ~~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~~do not currently have sufficient liquidity to repay all of ~~its~~Titan’s outstanding indebtedness, and as a result, there ~~would~~is be substantial doubt regarding Titan’s and the MGP’s ability to continue as a going concern.

~~The~~On ~~MGP~~April ~~continually~~19, ~~monitors~~2017, ~~the~~Titan ~~capital~~entered ~~markets~~into ~~and~~a ~~our~~third ~~capital~~amendment ~~structure~~to ~~and~~its ~~may~~first ~~make~~lien ~~changes~~credit facility in an attempt to ameliorate some of its ~~capital~~liquidity ~~structure~~concerns. ~~from~~The ~~time~~amendment toprovided ~~time~~for, ~~with~~among ~~the~~other ~~goal~~things, waivers of ~~maintaining~~non-compliance, increases in certain financial ~~flexibility,~~covenant ~~preserving~~ratios orand ~~improving~~scheduled ~~liquidity,~~decreases ~~strengthening~~in ~~its~~Titan’s ~~balance~~borrowing ~~sheet~~base. In addition, ~~meeting~~Titan expects that it will sell a significant amount of non-core assets in the near future to comply with the requirements of its ~~debt~~first ~~service~~lien ~~obligations~~credit facility amendment and~~/or~~ ~~achieving~~to ~~cost~~attempt ~~efficiency~~to enhance its liquidity. ~~For~~ ~~example,~~The ~~the~~lenders’ ~~MGP~~waivers ~~could~~are ~~pursue~~subject ~~options~~to ~~such~~revocation asin ~~refinancing~~certain circumstances, ~~restructuring~~including orthe ~~reorganizing~~exercise ~~its~~of ~~indebtedness~~remedies orby ~~capital~~junior ~~structure~~lenders or(including ~~seek~~pursuant to ~~raise~~Titan’s ~~additional~~second ~~capital~~lien ~~through~~credit ~~debt~~facility), orthe ~~equity~~failure ~~financing~~ to ~~address~~extend ~~its~~the ~~liquidity~~180-day ~~concerns~~standstill period under the intercreditor agreement at least 15 business days prior to its expiration, and ~~high~~the ~~debt~~occurrence ~~levels~~of additional events of default under the first lien credit facility.

~~The~~On ~~MGP also continues to implement various cost saving measures to reduce its capital~~April 21, ~~operating and general and administrative costs~~2017, ~~including~~the ~~renegotiating~~lenders ~~contracts~~under ~~with~~the ~~contractors,~~Titan’s ~~suppliers~~second ~~and~~lien ~~service~~credit ~~providers,~~facility ~~reducing~~delivered ~~the~~a ~~number~~notice of ~~staff~~events ~~and~~of ~~contractors~~default and ~~deferring~~reservation ~~and~~of ~~eliminating~~rights, ~~discretionary~~pursuant ~~costs. The MGP will continue~~ to bewhich ~~opportunistic~~they ~~and~~noticed ~~aggressive~~events inof ~~managing~~default ~~its~~related ~~cost~~to ~~structure~~financial covenants and, inthe ~~turn,~~failure ~~its~~to ~~liquidity~~deliver tofinancial ~~meet~~statements ~~its~~without ~~capital~~a ~~and~~“going ~~operating~~concern” ~~needs~~qualification. The ~~MGP~~delivery ~~cannot provide any assurances that any~~ of ~~these~~such ~~efforts~~notice ~~will~~began bethe ~~successful~~180-day orstandstill ~~will~~period ~~result~~under inthe ~~cost~~intercreditor ~~reductions~~agreement, orduring ~~cash~~which ~~flows or~~ the ~~timing~~lenders ofunder ~~any~~the ~~such~~second ~~cost~~lien ~~reductions~~credit orfacility ~~additional~~are ~~cash~~prevented ~~flows.~~from Itpursuing isremedies ~~also~~against ~~possible~~the ~~additional~~collateral ~~adjustments~~securing ~~to the MGP~~Titan’s ~~plan~~obligations ~~and~~under ~~outlook~~the ~~may~~second ~~occur~~lien ~~based~~credit ~~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~~facility. In ~~addition,~~The tolenders ~~the~~have ~~extent~~not ~~commodity~~accelerated ~~prices remain low or decline further, or~~ the ~~MGP~~payment ~~experiences disruptions in its longer-term access to or cost~~ of ~~capital,~~amounts ~~the~~outstanding ~~MGP’s~~under ~~ability to fund future capital expenditures, growth projects or~~ the ~~Partnership’s~~second ~~operations~~lien ~~may~~credit ~~be further impacted~~facility.

Titan continually monitors the capital markets and the MGP’s 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, Titan 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. Titan is evaluating various options, but there is no certainty that Titan will be able to implement any such options, and cannot provide any assurances that any refinancing or changes in its debt or equity capital structure would be possible or that additional equity or debt financing could be obtained on acceptable terms, if at all, and such options may result in a wide range of outcomes for Titan’s stakeholders. In addition, Titan expects that it will sell a significant amount of non-core assets in the near future to comply with the requirements of its first lien credit facility amendment and to attempt to enhance its liquidity. However, there is no guarantee that the proceeds Titan receives for any asset sale will satisfy the repayment requirements under its first lien credit facility.

Titan’s Appalachia Divestiture

On May 4, 2017, Titan entered into a definitive agreement to sell its conventional Marcellus assets to Diversified Gas & Oil, PLC (“Diversified”), for $84.2 million. The transaction includes the sale of approximately 8,400 oil and gas wells across Pennsylvania, Ohio, Tennessee, New York and West Virginia, along with the associated infrastructure. Titan will retain its Utica Shale position, Indiana assets and West Virginia coalbed methane assets in the region. The transaction is subject to customary closing conditions, has an effective date of April 1, 2017 and is expected to close in June 2017. The net proceeds will be used to repay a portion of outstanding borrowings under Titan’s first lien credit facility. The transaction will significantly improve Titan’s first lien credit facility metrics and is expected to fulfill its borrowing base step down to $360 million, which is scheduled to occur on August 31, 2017.

The assets Titan has agreed to sell to Diversified include its indirect interests in the Partnership’s Marcellus assets. Titan expects that the MGP will effectuate one or more transactions involving the Partnership in connection with the sale, pursuant to which the Partnership’s Marcellus assets will be segregated to allow Titan to transfer the MGP’s equity interests in the Partnership with respect to the Partnership’s Marcellus assets. Following Titan’s transfer, Diversified will be the managing general partner and operator with respect to the Marcellus assets.

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 ~~September~~March 3031, ~~2016~~2017, our MGP has withheld $9295,~~600~~800 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~~2017 and ~~2015~~2016, 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 EndedSeptember 30,						Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2016			2015			2016			2015
	2017			2016
Production revenues (in thousands):
Gas	$	12,~~462~~020		$	1,~~545~~151		$	~~3,771~~		$	~~5,543~~
Production volumes:
Gas (mcf/day) (1)		87,~~156~~283			98,~~569~~291			~~8,190~~			~~9,897~~
Average sales prices (2)
Gas (per mcf) (1) (3)	$	23.0308		$	1.9260		$	~~1.77~~		$	~~2.22~~
Production costs:
As a percent of revenues		6342	%		6484	%		71	%		60	%
Per mcfe (1)	$	1.2328		$	1.1228		$	~~1.19~~		$	~~1.24~~
Depletion per mcfe	$	0.5566		$	0.6855		$	~~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 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 $6358,400 ~~and $141,700~~ for the three months ended ~~September~~March 3031, 2016 ~~and 2015, respectively~~. ~~Previously recognized derivative gains were $192,700 and $443,100 for the nine months ended September 30, 2016 and 2015, respectively.~~

Natural Gas Revenues. Our natural gas revenues were $12,~~462~~020,~~500~~000 and $1,~~545~~151,~~500~~200 for the three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016, respectively, aan ~~decrease~~increase of $83868,~~000~~800 (575%). The $83868,~~000~~800 ~~decrease~~increase in natural gas revenues for the three months ended ~~September~~March 3031, ~~2016~~2017 as compared to the prior year similar period was attributable to a $~~228~~1,~~200 decrease in production volumes partially offset by a $145~~020,~~200~~000 increase in our natural gas sales prices ~~after~~which ~~the~~were ~~effect~~driven ofby ~~financial~~market ~~hedges~~conditions, ~~which~~partially ~~were~~offset ~~driven~~ by ~~market~~a ~~conditions~~$151,200 decrease in production volumes. Our production volumes decreased to 87,~~156~~283 mcf per day for the three months ended ~~September~~March 3031, ~~2016~~2017 from 98,~~569~~291 mcf per day for the three months ended ~~September~~March 3031, ~~2015~~2016, a decrease of 1,~~413~~008 mcf per day (1512%). The overall decrease in natural gas production volumes for the three months ended ~~September~~March 3031, ~~2016~~2017 as compared to the prior year similar period resulted primarily from the normal decline inherent in the life of a well.

~~Our~~Gain ~~natural~~on ~~gas~~Mark-to-Market ~~revenues were $3,771,000 and $5,542,800 for the nine months ended September 30, 2016 and 2015, respectively, a decrease of $1,771,800 (32%)~~Derivatives. ~~The~~We ~~$1,771,800~~recognized ~~decrease~~changes in ~~natural~~fair ~~gas~~value ~~revenues~~of ~~for~~our ~~the~~derivatives ~~nine~~immediately ~~months~~within ~~ended~~gain ~~September~~on ~~30, 2016 as compared~~ mark-to-market ~~the~~derivatives ~~prior~~on ~~year similar period was attributable to a $939,100 decrease in production volumes and a $832,700 decrease in~~ our ~~natural~~condensed ~~gas~~statements ~~sales prices after the effect~~ of ~~financial hedges, which were driven by market conditions~~operations. ~~Our~~As ~~production~~of ~~volumes~~December ~~decreased to 8~~31,~~190~~ ~~Mcf per day for the nine months ended September 30,~~ 2016 ~~from 9~~,~~897~~ ~~Mcf~~all ~~per~~derivative ~~day~~contracts ~~for~~have ~~the~~matured ~~nine~~and ~~months~~we ~~ended~~have ~~September~~not ~~30,~~entered ~~2015,~~into aany ~~decrease~~new ~~of 1,707 Mcf per day (17%)~~contracts. The overall decrease in natural gas production volumes for the nine months ended September 30, 2016 as compared to the prior year similar period resulted primarily from the normal decline inherent in the life of a well.

18We recognized a gain on mark-to-market derivatives of $122,400 for the three months ended March 31, 2016. These gains were due to mark-to-market gains primarily related to the change in natural gas prices during the period.

~~Gain~~Costs onand ~~Mark-to-Market Derivatives~~Expenses. WeProduction ~~recognize~~expenses ~~changes~~were in$839,200 ~~fair~~and ~~value~~$968,000 for the three months ended March 31, 2017 and 2016, respectively, a decrease of ~~our~~$128,800 ~~derivatives~~(13%). The ~~immediately~~decrease ~~within~~is ~~gain~~mostly onattributable ~~mark-~~to~~-market~~ ~~derivatives~~decreases onin ~~our~~compressor ~~condensed~~station ~~statements~~expense as a result of ~~operations.~~lower production volumes and a decrease in repairs and maintenance costs.

WeDepletion ~~recognized~~of agas ~~gain~~and onoil ~~mark-to-market~~properties ~~derivatives~~as a percentage of ~~$12,900~~gas and ~~$276,600~~oil revenues was 21% and 36% for the three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016, respectively. WeThis ~~recognized~~change awas ~~gain~~primarily onattributable ~~mark-~~to~~-market~~ ~~derivatives~~changes ofin ~~$1,100~~gas and ~~$448,900~~oil ~~for~~reserve ~~the~~quantities ~~nine~~and ~~months~~to ~~ended~~a ~~September~~lesser 30extent, ~~2016 and 2015~~revenues, ~~respectively.~~product ~~These~~prices ~~gains~~and ~~were~~production ~~due~~volumes toand ~~mark-to-market~~changes ~~gains~~ in the ~~current~~depletable ~~year~~cost ~~primarily~~basis ~~related~~of ~~to the change in natural~~ gas ~~prices~~and ~~during~~oil ~~the periods~~properties.

~~Costs~~General and ~~Expenses.~~administrative ~~Production~~ expenses ~~were $921,700 and $987,300~~ for the three months ended ~~September~~March 3031, 2017 and 2016 were $33,000 and ~~2015~~$33,600, respectively, a decrease of $~~65,~~600 (72%). ~~Production~~These expenses ~~were~~include ~~$2,671,300~~third-party ~~and~~costs ~~$3,339,900~~ for ~~the~~services ~~nine~~as ~~months~~well ~~ended~~as ~~September~~the ~~30,~~monthly ~~2016~~administrative ~~and~~fees ~~2015,~~charged ~~respectively,~~by aour ~~decrease~~MGP ofand ~~$668,600~~vary ~~(20%).~~from ~~This~~period ~~decrease~~to ~~was~~period ~~primarily~~ due to athe ~~decrease~~costs incharged ~~transportation~~to ~~costs~~us and ~~other~~services ~~direct~~provided ~~costs~~to us.

~~Depletion~~Cash ofFlows ~~gas~~Overview. ~~and~~Cash ~~oil~~flows ~~properties~~from asoperating aactivities ~~percentage~~consists of ~~gas and oil revenues was 29% and 39% for the three months ended September 30~~$754,500 ~~2016~~net ~~and~~cash ~~2015,~~provided ~~respectively,~~by ~~and~~operating ~~33%~~activities for ~~each~~cash ofreceipts ~~the nine month periods ended September 30, 2016~~ and ~~2015.~~disbursements ~~This~~attributable ~~change~~to ~~was~~our ~~primarily~~normal ~~attributable~~monthly tooperating ~~changes~~cycle infor gas and oil ~~reserve~~production, ~~quantities~~lease ~~and~~operating ~~to a lesser extent~~expenses, ~~revenues~~gathering, ~~product~~processing ~~prices~~ and ~~production~~transportation ~~volumes~~expenses, ~~and~~severance ~~changes~~taxes, ingeneral ~~the depletable cost basis of gas~~ and ~~oil~~administrative ~~properties~~expenses.

General and administrative expenses for the three months ended September 30, 2016 and 2015 were $32,800 and $35,000, respectively, a decrease of $2,200 (6%). For the nine months ended September 30, 2016 and 2015, these expenses were $99,600 and $104,200, respectively, a decrease of $4,600 (4%). 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. 16

~~Liquidity,~~There ~~Capital~~was ~~Resources~~no ~~and~~cash ~~Ability~~provided toby ~~Continue~~investing asactivities afor ~~Going~~the ~~Concern~~three months ended March 31, 2017 and 2016.

~~The~~Cash ~~Partnership~~used isin ~~generally~~financing ~~limited~~activities todecreased ~~the amount of funds generated by the cash flow from its operations to fund its obligations and make distributions~~$32,400 ~~if any, to its partners. Prices for oil and natural gas began to decline significantly~~ during the ~~fourth~~three ~~quarter~~months ofended ~~2014~~March ~~and~~31, ~~have~~2017 ~~continued~~ to ~~decline and remain low in 2016. These lower commodity prices have negatively impacted the Partnership’s revenues~~$530,600 ~~earnings~~from ~~and cash flows. Sustained low commodity prices will have a material and adverse effect on the Partnership’s liquidity position. In addition~~$563,000 ~~the~~for ~~Partnership has experienced significant downward revisions of its natural gas and oil reserves volumes and values due to~~ the ~~declines~~three inmonths ~~commodity~~ended ~~prices.~~March ~~The MGP continues to implement various cost saving measures to reduce the Partnership’s operating and general and administrative costs~~31, ~~including renegotiating contracts with contractors, suppliers and service providers, reducing the number of staff and contractors and deferring and eliminating discretionary costs~~2016. ~~The~~ ~~MGP~~This ~~will~~decrease ~~continue~~was todue ~~be strategic in managing the Partnership’s cost structure and, in turn, liquidity~~ to ~~meet~~a ~~its~~decrease ~~operating needs. To the extent commodity prices remain low or decline further, or the Partnership experiences other disruptions~~ in ~~the~~cash ~~industry,~~distributions ~~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~~partners.

~~Historically,~~Our ~~there~~MGP ~~has~~may ~~been~~withhold ~~no need to borrow~~ funds ~~from~~for ~~the~~future ~~MGP~~plugging toand ~~fund~~abandonment ~~operations~~costs. asThrough ~~the~~March ~~cash~~31, ~~flow~~2017, ~~from~~our ~~the~~MGP ~~Partnership’s~~has ~~operations~~withheld ~~have~~$95,800 ~~been~~of ~~adequate~~funds tofor ~~fund~~this ~~its~~purpose. ~~obligations~~Any ~~and~~additional ~~distributions~~funds, toif ~~its partners. However~~required, ~~the~~will ~~recent~~be ~~significant~~obtained ~~declines~~from inproduction ~~commodity~~revenues ~~prices~~or ~~have~~borrowings ~~challenged~~from ~~the~~our ~~Partnership’s~~MGP ~~ability~~or ~~to fund~~ its ~~operations~~affiliates, ~~and~~which ~~may~~are ~~make~~not itcontractually ~~uneconomical~~committed ~~for~~to ~~the~~make ~~Partnership~~loans to ~~produce~~us. ~~its~~The ~~wells~~amount ~~until~~that ~~they~~we ~~are~~may ~~depleted~~borrow asat ~~the~~any ~~Partnership~~one ~~originally~~time ~~intended.~~may ~~Accordingly,~~not ~~these~~at ~~conditions~~any ~~may~~time ~~raise~~exceed ~~substantial~~5% ~~doubt~~of ~~about~~our ~~the~~total ~~Partnership’s~~subscriptions ~~ability~~and towe ~~continue~~will asnot aborrow ~~going~~from ~~concern~~third-parties.

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.

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.

Cash Flows Overview

Cash provided by operating activities decreased $2,484,100 for the nine months ended September 30, 2016 to $1,426,900 as compared to $3,911,000 for the nine months ended 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 loss on 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.

Cash provided by investing activities decreased $204,900 for the nine months ended September 30, 2016 to $16,300 from $221,200 for the nine months ended September 30, 2015. This decrease was due to a decrease in proceeds from the sale of oil and gas properties of $150,000 and a decrease in the proceeds for the sale of tangible equipment of $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~~2016.

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 ~~September~~March 3031, ~~2016~~2017, 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.

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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

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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: November 21, 2016	By:	/s/ FREDDIE M. KOTEK
Date: May 15, 2017	By:	/s/ FREDRICK M. STOLERU
		Freddie M. Kotek, Chief Executive Officer and President of the Managing General Partner
		Fredrick M. Stoleru, Chairman of the Board and Chief Executive Officer (principal executive officer)

Date: November 21, 2016	By:	/s/JEFFREY M. SLOTTERBACK
Date: May 15, 2017	By:	/s/JEFFREY M. SLOTTERBACK
		Jeffrey M. Slotterback Chief Financial Officer of the Managing General Partner

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