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, 2013 

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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Explanatory Note

 

This Amendment No. 1 (this “Amendment”) on Form 10-K/A, which amends the item identified below with respect to the Form 10-K filed by ATLAS RESOURCES SERIES 28-2010 L.P. (the “Partnership”) with the Securities and Exchange Commission (the “SEC”) on March 31, 2014 (the “Original Filing”), is being filed to reflect revisions to ITEM 9A: CONTROLS AND PROCEDURES to revise (1) the Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures, and (2) to include in Management’s Report on Internal Control over Financial Reporting management’s conclusion with respect to the effectiveness  thereof  as of December 31, 2013.

 

Except for the foregoing amended and restated information, no other changes have been made to the Original Filing. This Amendment continues to describe conditions as of the date of the Original Filing, and the disclosures contained herein have not been updated to reflect events, results or developments that have occurred after the Original Filing, or to modify or update those disclosures affected by subsequent events. 

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ITEM  9A: CONTROLS AND PROCEDURES 

Conclusion Regarding the Effectiveness 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. As reported in the Original Filing, our general partner’s Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2013. Subsequent to the filing of the Original Filing, management identified that we had failed to include our final conclusion on internal control over financial reporting as of December 31, 2013 within Management’s Report on Internal Control over Financial Reporting included within Item 9A of the Original Filing, resulting in our filing of an amendment to the Original Filing on this Form 10-K/A. In re-evaluating disclosure controls and procedures in light of the omission from the Original Filing, our general partner’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2013, our disclosure controls and procedures were not effective at the reasonable assurance level. 

 

Management’s Report on Internal Control over Financial Reporting 

The management of our general partner is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of management, including our general partner’s Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of internal control over financial reporting based upon criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the 1992 Internal Control – Integrated Framework (COSO framework). 

An effective internal control system, no matter how well designed, has inherent limitations, including the possibility of human error and circumvention or overriding of controls and therefore can provide only reasonable assurance with respect to reliable financial reporting. Furthermore, effectiveness of an internal control system in future periods cannot be guaranteed because the design of any system of internal controls is based in part upon assumptions about the likelihood of future events. There can be no assurance that any control design will succeed in achieving its stated goals under all potential future conditions. Over time certain controls may become inadequate because of changes in business conditions, or the degree of compliance with policies and procedures may deteriorate. As such, misstatements due to error or fraud may occur and not be detected. 

Based on our evaluation under the COSO framework, management concluded that our internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2013. This annual report does not include an attestation report by our registered public accounting firm regarding internal control of financial reporting because such a report is not required pursuant to the rules of the Securities and Exchange Commission. 

There have been no changes in our internal control over financial reporting during the fourth quarter of 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

 

 

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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 and Company, Inc. (2)                                                                       |    |                                                          |
|  

31.1 |   |  

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

31.2 |   |  

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

32.1 |   |  

Section 1350 Certification.                                                                                   |    |                                                          |
|  

32.2 |   |  

Section 1350 Certification.                                                                                   |    |                                                          |
|  

99.1 |   |  

Summary Reserve Report (2)                                                                                    |    |                                                          |
|  

101  |   |  

Interactive Data File (2)                                                                                     |    |                                                          |

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

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

| (2) | Previously filed as an exhibit to the Original Filing |
|-----|-------------------------------------------------------|

 

 

 

 

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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 PARTNERS L.P. |
|-----------------------|--------|-------------------------------|
|                  |   | BY:                           | ATLAS RESOURCE PARTNERS GP, LLC, ITS GENERAL PARTNER |
|                  |   |  

ATLAS ENERGY L.P.     |
| Date: August 14, 2014 |   | By:                           |  

/s/ FREDDIE M. KOTEK |
|                  |   |                          | Freddie M. Kotek, Chairman of the Board and Chief 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: August 14, 2014 |   | By:    |  

/s/ SEAN P. MCGRATH              |
|-----------------------|--------|--------|------------------------------------------|
|                  |   |   | Sean P. McGrath, Chief Financial Officer |

 

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