Re:

American Gas & Technology Limited Partnership

1.

We note that your website contains a link to information for Investors, including a description and Executive Summary related to an offering of your limited partnership units.  In the Executive Summary, you state that “the Company plans to raise $7 million of equity capital by selling 1,400,000 AG&T Partnership Units at $5.00 per unit.”  This is inconsistent with the terms of your offering described in Parts I, II, and III of your Form 1-A.  Please explain the offering described on your website.  If applicable, please describe the exemption upon which you relied in making this offering and update Part I Item 6 to reflect this previous sale of unregistered securities.

If you will use a subscription agreement, please revise to disclose that fact and file it as an exhibit.  Refer to Section 4 of Item 17 of Part III to Form 1-A.

You indicate in Part I that “bad actor” disclosure under Rule 262(d) is provided in Part II of the offering statement, but we were unable to find this disclosure in Part II.  Please revise for consistency.

It appears that your securities may not be listed on a registered national securities exchange upon qualification.  In this regard, please provide the legend required by Part II(a)(5) of Form 1-A.  In addition, please provide the legend required by Rule 254(a), if applicable.

The descriptions of the length of the offering that appear on the offering circular cover page, page 8, and page 18 are inconsistent.  Please revise for consistency and accuracy.

We note your disclosure that you estimate your total offering registration costs to be $20,000.  Your disclosures of “Total Offering Expenses” on page 19, however, show much higher offering costs.  Please reconcile this apparent inconsistency, as appropriate, or advise us why you believe no revision is necessary.

We note that your post offering net tangible book values under each scenario do not appear to reflect the estimated offering expenses quantified on page 19.  Please revise your calculations to incorporate these offering expenses as a reduction to post-offering net tangible book value or advise us why you believe no revision is necessary.

We note your disclosure that you intend to use commissioned sales agents or underwriters to sell your limited partnership units.  Please provide the required disclosures regarding any underwriter or underwriters pursuant to Items 1(f) and 5(a) of Part II of Form 1-A.

In this section you disclose, among other things, that:

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“America has sufficient reserves of clean-burning, low-cost natural gas to supply our domestic fuel needs for the next 100 years”;

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 “in the world there are over 20 million natural-gas vehicles and yet in the U.S. there are only 160,000”;

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“as America’s fleets use more domestic natural gas as a vehicle fuel, they will buy less foreign oil making America less dependent on foreign countries, saving money, creating more jobs for Americans, and cleaning up our environment”;

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 “Since fleets use approximately 40% of our transportation fuels, they would be the most important transportation segment to initially change.  Vehicle fleet operators all around the world are now switching to natural gas”;

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 “compressed natural gas (CNG) does not provide adequate range for most fleet vehicles so liquefied natural gas (LNG) is the preferred fuel as an alternative to gasoline”; and

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“a typical fleet vehicle consuming just one tank of fuel per day can utilize upwards of 4,000 gallons per year.”

In addition to selling LNG to your customers, it appears that you also will convert customer vehicles so that they can run on LNG; please revise your disclosure to describe this service, including the cost of such service to your customers.  In addition, we note your statement that “the majority of AG&T’s revenue will come from the sale” of LNG; please revise to explain how you will generate the rest of your revenue, as well as the portion of your revenue that is anticipated to be derived from LNG sales versus other sources of revenue.

Please revise to provide a discussion of your plan of operations under each of the 25%, 50%, 75% and 100% offering scenarios.  Your revised disclosure should be consistent with your disclosures under “Use of Proceeds” for each offering scenario.

We note that in your Statements of Operations, Statements of Changes in Unitholders’ Equity and Statements of Cash Flows you have provided prior year information for the period from September 10, 2015 (inception) through December 31, 2015.  Please revise to provide comparable prior year interim period information for the interim period ending September 30, 2015 instead of the annual period ending December 31, 2015.  Please refer to Part F/S(b)(4) of Form 1-A.

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Audited financials for the period from September 10, 2015 (inception) to December 31, 2015

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Audited financials for the year ended December 31, 2016

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Unaudited financials for the six months ended June 30, 2017, with the Statement of Operations and Statements of Cash Flows including comparable prior year interim period information

We note you disclose that you used $2,542,022 of cash in investing activities and received $3,066,425 of financing cash flows as a partner capital contribution.  You also disclose $338,000 of operating cashflows attributable to an “Increase in Property Holdback Reserve.”  However, based on your disclosures throughout your filing, including in Note 4, it appears that nearly all of these amounts arose from non-cash transactions.  Non-cash transactions should not be included in your statements of cash flows as cash receipts or cash payments but should be disclosed either in narrative form or summarized in a schedule.  Please revise your statements of cash flows in line with this guidance or advise us in detail why you believe no such revision is required.  Please refer to ASC 230-10-50-3 through 50-6 and ASC 230-10-55-1, 55-11 and 55-15.

We note that effective June 30, 2016 you issued 10,000,000 membership units to your founder in exchange for certain assets, including all of his intellectual property, two demonstration LNG stations and various capital assets.  We also note that on September 30, 2016 you issued 65,664 membership units to your founder in exchange for a significant amount of capital equipment, computer supplies and furniture.  Please tell us and disclose how you determined the value recognized for all non-monetary assets and liabilities transferred to you by your founder in exchange for membership units.  Pursuant to SAB Topic 5G and ASC 805-50-30-5, it appears that all such assets and liabilities should be recognized at the transferor’s historical cost basis determined under GAAP.

Please tell us and disclose the nature and amount of each asset transferred to you in exchange for membership units or otherwise contributed to you.  Please provide this information separately for each of the transactions disclosed in Note 4.

We note that you entered into another assignment agreement under which your founder agreed to transfer to you at a future date certain real property consisting of land and two buildings, subject to your assumption of the mortgages on such properties, and a $338,000 holdback reserve in exchange for 522,600 membership units.  Please address the following comments related to this exchange.

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Please tell us the party or parties responsible for payment of the holdback reserve.  Also clarify whether or not payment of the holdback reserve is subject to the approval of the mortgage holders.

·

Considering the holdback will not be payable until the LNG station is refurbished, installed, and operational, it appears that the receipt of these funds is contingent on future events which are not certain to occur.  When also considering the exchange has not been consummated, it is unclear how the holdback qualifies to be recognized on your balance sheet at September 30, 2016.  Please explain in detail how the holdback qualifies for recognition on your balance sheet.

Please revise the second signature block to include the signatures of at least a majority of the directors of LNG Management Services Inc.  Refer, by analogy, to Instruction 1 of the Signatures section of Form S-1.

Please have counsel revise the opinion to include an opinion, if true, that the shares being offered by the selling unitholder currently are legally issued, fully paid and non-assessable.

American Gas & Technology LP