UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

 

FORM 10-K/A

(Amendment No. 1) 

 

(Mark One) 

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

For the fiscal year ended December 31, 2014 

OR 

|  ̈ | 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. 

(Exact name of registrant as specified in its charter) 

 

 

| Delaware                                                                        |   | 27-2101952                           |
|---------------------------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction or 

incorporation or organization)                |   | (I.R.S. Employer Identification No.) |
|                                                                            |   |                                 |
| Park Place Corporate Center One

1000 Commerce Drive, Suite 400

Pittsburgh, PA |   | 15275                                |
| (Address of principal executive offices)                                        |   | Zip code                             |

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

Securities registered pursuant to Section 12(b) of the Act: 

 

| Title of each class |   | Name of each exchange on which registered |
|---------------------|--------|-------------------------------------------|
| None                |   | None                                      |

Securities registered pursuant to Section 12(g) of the Exchange Act: 

Common Units representing Limited Partnership Interests 

(Title of Class) 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes   ̈    No  x

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

 

| Large accelerated filer     ̈ |   | Accelerated filer     ̈ |   | Non-accelerated filer     ̈ |   | Smaller reporting company    x |
|-------------------------------------------------------|--------|-------------------------------------------------|--------|-----------------------------------------------------|--------|---------------------------------------------------------|

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

DOCUMENTS INCORPORATED BY REFERENCE: None

 

 

 

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ATLAS RESOURCES SERIES 28-2010 L.P. 

 

Explanatory Note

 

This abbreviated amendment on Form 10-K/A (this “Amendment”) amends the Form 10-K for the year ended December 31, 2014 filed by Atlas Resources Series 28-2010 L.P. on March 31, 2015 (the “Original Filing”). This Amendment is being filed solely to correct the signature page contained in the Original Filing.

 

Except as described above and in the revised exhibit list included below, this Amendment does not revise or update or in any way affect any information or disclosures contained in the Original Filing.

 

 

 

 

 

 

 

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PART IV 

 

ITEM  15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 

EXHIBIT INDEX 

 

|         |   | Description                                                                                                           |    | Location                                                                |
|--------------|--------|-----------------------------------------------------------------------------------------------------------------------|--------------|-------------------------------------------------------------------------|
|  

4(a) |   |  

Certificate of Limited Partnership for Atlas Resources Series 28-2010 L.P.                                    |    |  

Previously filed in our Form 10-12G on April 29, 2011           |
|  

4(b) |   |  

Amended and Restated Certificate and Agreement of Limited Partnership for Atlas Resources Series 28-2010 L.P. |    |  

Previously filed in our Form 10-12G on April 29, 2011           |
|  

4(c) |   |  

Drilling and Operating Agreement for Atlas Resources Series 28-2010 L.P. (1)                                  |    |  

Previously filed in our Form 10-12G on April 29, 2011           |
|         |   |                                                                                                                  |         |                                                                    |
| 23.1         |   | Consent of Wright & Company, Inc.                                                                                 |    | Previously filed as an exhibit to our Form 10-K filed on March 31, 2015 |
|  

31.1 |   |  

Rule 13a-14(a)/15(d) – 14 (a) Certification                                                             |    | Filed herewith                                                          |
|  

31.2 |   |  

Rule 13a-14(a)/15(d) – 14 (a) Certification.                                                            |    | Filed herewith                                                          |
|  

32.1 |   |  

Section 1350 Certification.                                                                                   |    | Filed herewith                                                          |
|  

32.2 |   |  

Section 1350 Certification.                                                                                   |    | Filed herewith                                                          |
|         |   |                                                                                                                  |         |                                                                    |
| 99.1         |   | Summary Reserve Report                                                                                                |    | Previously filed as an exhibit to our Form 10-K filed on March 31, 2015 |
|         |   |                                                                                                                  |         |                                                                    |
| 101          |   | Interactive Data File                                                                                                 |    | Previously filed as an exhibit to our Form 10-K filed on March 31, 2015 |

|   |
|--------|

| (1) | Filed on April 29, 2011 in the Form 10-12G Registration Statement dated April 29, 2011 File No. 000-54378 |
|-----|---------------------------------------------------------------------------------------------------------------------|

 

 

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 GENERAL PARTNER |
|  

Date: September 11, 2015 |   | By:                                           | /s/ FREDDIE M. KOTEK |
|                             |   |                                          | Freddie M. Kotek, 

Chairman of the Board of Directors and Chief Executive Officer (principal executive officer)

 

  |

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

 

|                     |   |   |                                                                                                             |
|--------------------------|--------|--------|------------------------------------------------------------------------------------------------------------------|
|                     |   |   |                                                                                                             |
| Date: September 11, 2015 |   | By:    | /s/ FREDDIE M. KOTEK                                                                                             |
|                     |   |   | Freddie M. Kotek, 

Chairman of the Board of Directors and Chief Executive Officer (principal executive officer) |
|                     |   |   |                                                                                                             |
| Date: September 11, 2015 |   | By:    | /s/ SEAN P. MCGRATH                                                                                              |
|                     |   |   | Sean P. McGrath, 

Chief Financial Officer (principal financial officer and principal accounting officer)        |
|                     |   |   |                                                                                                             |
| Date: September 11, 2015 |   | By:    | /s/ DANIEL C. HERZ                                                                                               |
|                     |   |   | Daniel C. Herz, Director                                                                                         |
|                     |   |   |                                                                                                             |

 

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