0001684098-17-000002.txt : 20170216 0001684098-17-000002.hdr.sgml : 20170216 20170216140602 ACCESSION NUMBER: 0001684098-17-000002 CONFORMED SUBMISSION TYPE: 1-A PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20170216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Gas & Technology LP CENTRAL INDEX KEY: 0001684098 IRS NUMBER: 471788567 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A SEC ACT: 1933 Act SEC FILE NUMBER: 024-10676 FILM NUMBER: 17617330 BUSINESS ADDRESS: STREET 1: 1270 SE MONMOUTH CUTOFF ROAD CITY: DALLAS STATE: OR ZIP: 97338 BUSINESS PHONE: 7075486560 MAIL ADDRESS: STREET 1: 1270 SE MONMOUTH CUTOFF ROAD CITY: DALLAS STATE: OR ZIP: 97338 1-A 1 primary_doc.xml 1-A LIVE 0001684098 XXXXXXXX false false American Gas & Technology LP OR 2015 0001684098 4924 47-1788567 10 0 1270 SE Monmouth Cutoff Road dallas OR 97338 650-299-1979 Adam S Tracy Other 50105.00 0.00 0.00 2536272.00 2924377.00 0.00 0.00 0.00 2924377.00 2924377.00 0.00 0.00 5750.00 -142049.00 -0.01 -0.01 Adam Tracy Limited Partnership Units 13000000 n/a n/a 0 0 true true true Tier2 Audited Equity (common or preferred stock) Y N N Y N Y 7000000 13000000 7.00 43750000.00 5250000.00 0.00 0.00 49000000.00 false true AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA PR RI SC SD TN TX UT VT VA WA WV WI WY AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA PR RI SC SD TN TX UT VT VA WA WV WI WY false American Gas and Technology LP Limited Partnership Units 11645814 0 3066425 Section 4(a)(2) EX1A-2A CHARTER 2 certlp.htm

Certificate of Limited Partnership

Filed September 10, 2015

Registry Number: 114451099

1. Name:

American Gas & Technology Limited Partnership

2. Duration:

Duration shall be perpetual.

3. Address of the Office Where

Records of the Partnership Will Be Kept:

1270 SE Monmouth Cut-Off Road

Dallas, OR 97338

4. Registered Agent:

Raymon E. Tate Jr.

5. Registered Agent’s Publicly Available Address:

1270 SE Monmouth Cut-Off Road

Dallas, OR 97338

6. Address Where the Division May Mail Notices:

1270 SE Monmouth Cut-Off Road

Dallas, OR 97338

7. Name and Address of Each General Partner:

Raymon E. Tate Jr.

1270 SE Monmouth Cut-Off Road

Dallas, OR 97338

Not Applicable

9. Execution

/s/Raymon E. Tate Jr.
by: Raymon E. Tate Jr.

EX1A-6 MAT CTRCT 3 ipasign.htm

ASSIGNMENT

THIS ASSIGNMENT (the “Assignment”), dated as of June 30, 2016 (the “Effective Date”), is made by and between Raymon Tate (“Tate”), and American Gas & Technology LP, an Oregon limited partnership (“AG&T LP”).

RECITALS

WHEREAS, TATE is desirous of assigning to AG&T LP, and AG&T LP is desirous of assuming from TATE, certain intellectual property and LNG Stations in return for Tate receiving 10,000,000 limited partnership units (the “LP Units”) of AG&T LP free and clear of any liens or encumbrances;

ASSIGNMENT AND ASSUMPTION

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Assignment and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto intending to be legally bound hereby agree as follows:

ASSIGNMENT OF ASSET AND ISSUANCE OF UNITS

1.1

Subject to the terms of this Assignment, Tate hereby assigns to AG&T LP the assets listed in the attached Exhibit A (“Assets”).

1.2

As consideration for the assignment of the Assets, AG&T LP agrees to assign to Tate 10,000,000 of its limited partnership Units.

REPRESENTATIONS AND WARRANTIES

2.1

Representations and Warranties of Tate:

2.1.1

Authorization. This Assignment and all other agreements contemplated by this Assignment, when executed and delivered by the parties thereto, shall constitute legal, valid, and binding obligations of Tate, enforceable against Tate in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting the rights of creditors generally or judicial limits on equitable remedies.

2.1.2

No Adverse Consequences. The execution, delivery and performance of this Assignment by Tate will not: i) result in the creation of imposition of any lien, security interest, charge or encumbrance on the Assets; ii) violate any law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to Tate; or iii) conflict with, constitute grounds for termination or acceleration of, result in the breach of the terms, conditions, or provisions of, result in the loss of any benefit to Tate under, or constitute a default under (whether by virtue of the application of a “change of control” provision or otherwise) any agreement, instrument, license or permit to which either Tate is a party or by which Tate is bound.

2.1.3

Clear Title. Tate represents and warrants that Tate has good and marketable title to all of the Assets, in each case free and clear of all options, warrants, mortgages, liens, security interests, pledges, charges or encumbrances of any nature whatsoever other than as disclosed in this Assignment.

2.1.4

Litigation. There are no actions, suits, proceedings, orders, investigations, or claims pending or, to Tate’s knowledge, threatened against the Assets, at law or in equity.

2.1.5

Accuracy of Representations and Warranties. None of the representations and warranties of Tate contain any untrue statement of material fact or omit any material fact concerning the statements contained in this Agreement not misleading.

2.2

Representations and Warranties of AG&T LP:

2.2.1

Organizational Power. AG&T LP is a limited partnership incorporated and legally existing under the laws of the state of Oregon, and has all requisite power and authority to enter into this Assignment and to perform its obligations hereunder.

2.2.2

Authorization. The execution, delivery and performance of this Assignment and all other agreements contemplated by this Assignment to which AG&T LP is a party have been duly and validly authorized by all necessary corporate action of AG&T LP. This Assignment and all other agreements contemplated by this Assignment, when executed and delivered by the parties thereto, shall constitute legal, valid, and binding obligations of AG&T LP, enforceable against AG&T LP in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting the rights of creditors generally or judicial limits on equitable remedies.

2.2.3

No Adverse Consequences. The execution, delivery and performance of this Assignment by AG&T LP will not: i) violate or conflict with, or result in a breach of, any provision of AG&T LP’s articles or limited partnership agreement; ii) violate any law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to AG&T LP; or iii) conflict with, constitute grounds for termination or acceleration of, result in the breach of the terms, conditions, or provisions of, result in the loss of any benefit to AG&T LP under, or constitute a default under (whether by virtue of the application of a “change of control” provision or otherwise) any agreement, instrument, license or permit to which either AG&T LP is a party or by which Tate is bound.

2.2.4

Accuracy of Representations and Warranties. None of the representations and warranties of AG&T LP contain any untrue statement of material fact or omit any material fact concerning the statements contained in this Agreement not misleading.

2.3

All representations, warranties, covenants and agreements made in this Assignment or in any exhibit, schedule, certificate or agreement delivered in accordance with this Assignment shall survive the Effective Date.

GENERAL PROVISIONS

3.1

Waiver. The failure of either party to comply with any obligation, covenant, agreement or condition in this Assignment may be waived in writing by the party entitled to the performance of such obligation, covenant or agreement or by the party who has the benefit of such condition, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

3.2

Amendment. This Assignment may not be amended unless consented to in writing by the parties hereto.

3.3

Assignment. This Assignment may not be assigned by either party without the prior written consent of the other party hereto.

3.4

Notice. Any notice or communication required or permitted to be given under this Assignment shall be given in writing and shall be considered to have been given if delivered by hand, transmitted by facsimile transmission or mailed by prepaid registered post in the United States, to the last known address of the other party. Either party may designate in writing at any time the latest address to which notice may be given to that party.

3.5

Currency. Any references to currency in this Assignment or any attachment thereof are to be un U.S. Dollars unless otherwise stated.

3.6

Time of the Essence. Time shall be of the essence of this Assignment.

3.7

Invalidity. The invalidity or unenforceability of any provision of this Assignment shall not affect the validity or enforceability of any other provision and any such invalid or unenforceable provision shall be deemed to be severable.

3.8

Entire Agreement. The provisions of this Assignment constitute the entire agreement between the parties and supersede all previous communications, representations and agreements, whether oral or written, between the parties with respect to the subject matter of this Assignment.

3.9

Inurement. This Assignment shall inure to the benefit of and be binding upon the parties and, except as otherwise provided or as would be inconsistent with the provisions of this Assignment, their respective heirs, executors, administrators, successors and assigns.

3.10

Independent Legal Advice. Each of the parties to this Assignment confirms and acknowledges that it has been provided with an opportunity to seek independent legal advice with respect to its rights, entitlements, liabilities and obligations hereunder and understands that it has been recommended that such advice be sought prior to entering into this Assignment. Each party, and/or the respective attorneys of each party, has carefully reviewed, or has had an opportunity to review, this Agreement. Accordingly, the parties agree that the normal rule of construction that any

ambiguities are to be resolved against the drafting party shall not be utilized in the interpretation of this Agreement.

3.11

Counterparts. This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that this Assignment is signed by one party and faxed or emailed to another, the parties agree that a faxed or emailed signature shall be binding upon the parties as though the signature was an original.

IN WITNESS WHEREOF this Assignment has been executed by the parties, and is effective as of the Effective Date.

RAYMON TATE	AMERICAN GAS & TECHNOLOGY LP By its General Partner

/s/Raymon E. Tate Jr.	By: /s/Raymon E. Tate Jr.
	Raymon E. Tate Jr., CEO

Exhibit A

The following assets are being assigned by Raymon Tate to American Gas & Technology LP:

All intellectual property and know-how from Raymon Tate’s twenty-four years of work developing, marketing, and financially modeling for a business to commercialize the production, storage and distribution of liquefied natural gas (LNG) in small liquefaction stations that will be located onsite in a customer’s fleet yard. This includes full ownership of U.S. patents: #5,327,730, #5,386,699, #6,196,280, # 6,220,052 and sixty-plus claims that will be filed in the future.

Two demonstration LNG stations capable of producing 36 gallons/day of LNG and 1,200 gallons/day of LNG, respectively.

EX1A-6 MAT CTRCT 4 propasign.htm

ASSIGNMENT

RECITALS

WHEREAS, TATE is desirous of assigning to AG&T LP, and AG&T LP is desirous of assuming from TATE, full ownership of the property in Dallas, Oregon, free and clear of any liens or encumbrances, in exchange for 522,600 limited partnership units of American Gas & Technology LP, an Oregon limited partnership (the “LP Units”)

ASSIGNMENT AND ASSUMPTION

ASSUMPTION OF DEBTS

1.1

Subject to the terms of this Assignment, AG&T LP agrees to assume a mortgage in the amount of $4,125,000 dated April 6, 2016 and payable to Precision Capital by Tate.

1.2

Subject to the terms of this Assignment, AG&T LP agrees to assume a mortgage in the amount of $600,000 dated April 6, 2016 and payable to Harvey S. Fink by Tate.

1.3

Together, these debts shall be known as the “Debt”.

ASSIGNMENT OF ASSET AND ISSUANCE OF UNITS

2.1

Subject to the terms of this Assignment, Tate agrees to assign to AG&T LP the list of assets attached as Exhibit A (“Assets”)

2.2

As consideration for the assignment of the Assets, AG&T LP agrees to assign to Tate 522,600 LP Units and assume the foregoing Debt.

REPRESENTATIONS AND WARRANTIES

3.1

Representations and Warranties of Tate:

3.1.1

3.1.2

No Adverse Consequences. The execution, delivery and performance of this Assignment by Tate will not: i) result in the creation of imposition of any lien,

security interest, charge or encumbrance on the Assets; ii) violate any law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to Tate; or iii) conflict with, constitute grounds for termination or acceleration of, result in the breach of the terms, conditions, or provisions of, result in the loss of any benefit to Tate under, or constitute a default under (whether by virtue of the application of a “change of control” provision or otherwise) any agreement, instrument, license or permit to which either Tate is a party or by which Tate is bound.

3.1.3

3.1.4

Litigation. There are no actions, suits, proceedings, orders, investigations, or claims pending or, to Tate’s knowledge, threatened against the Assets, at law or in equity.

3.1.5

Accuracy of Representations and Warranties. None of the representations and warranties of Tate contain any untrue statement of material fact or omit any material fact necessary to the statements contained in this Agreement not misleading.

3.2

Representations and Warranties of AG&T LP:

3.2.1

3.2.2

3.2.3

the application of a “change of control” provision or otherwise) any agreement, instrument, license or permit to which either AG&T LP is a party or by which Tate is bound.

3.2.4

Accuracy of Representations and Warranties. None of the representations and warranties of AG&T LP contain any untrue statement of material fact or omit any material fact necessary to the statements contained in this Agreement not misleading.

3.3

GENERAL PROVISIONS

4.1

4.2

Amendment. This Assignment may not be amended unless consented to in writing by the parties hereto.

4.3

Assignment. This Assignment may not be assigned by either party without the prior written consent of the other party hereto.

4.4

4.5

Currency. Any references to currency in this Assignment or any attachment thereof are to be un U.S. Dollars unless otherwise stated.

4.6

Time of the Essence. Time shall be of the essence of this Assignment.

4.7

4.8

4.9

Inurement. This Assignment shall inure to the benefit of and be binding upon the parties and, except as otherwise provided or as would be inconsistent with the

provisions of this Assignment, their respective heirs, executors, administrators, successors and assigns.

4.10

4.11

IN WITNESS WHEREOF this Assignment has been executed by the parties, and is effective as of the Effective Date.

RAYMON TATE	AMERICAN GAS & TECHNOLOGY LP

/s/Raymon E. Tate Jr.	/s/Raymon E. Tate Jr.
	By: Raymon E. Tate Jr.

Exhibit A

The following property with associated mortgages is being transferred to American Gas & Technology LP:

Two buildings with all improvements and 132,000 square feet total on 8.8 acres of land at 1270 SE Monmouth Cutoff Rd., Dallas, OR 97338. (see property description below).

$338,000 in a Holdback account that will be paid out when the demonstration L-1200 LNG station is refurbished and installed outside the building and is fueling an LNG truck.

Property description:

Being a tract of land in Grant Donation Land Claim No. 43 in Township 8 South, Range 5 West of the Willamette Meridian, in the City of Dallas, Polk County, State of Oregon, described as follows:

Beginning at the Southwest corner of the David Grant Donation Land Claim No. 43 in Section 4, Township 8 South, Range 5 West; thence North 3097 feet along the West line of Donation Land Claim to the North boundary line of County Road No. 851; thence South 69°00’ East along said North boundary line 193.80 feet to the Southeast corner of a tract of land conveyed to LeRoy J. and LaVern Edith Layton, by Warranty Deed filed April 12, 1946 in Volume 124, Page 568, Polk County Records and the true point of beginning; thence North 00°18’03” East, along the East line and its Northerly extension of said Layton property, 547.05 feet to an iron rod; thence South 89°18’18” East 375.112 feet to an iron rod; thence South 32°47’29” East 383.36 feet to an iron rod; thence South 00°13’00” East 329.39 feet to an iron rod; thence South 13°43’56” West 111.29 feet to an iron rod on the North boundary of said Country Road; thence North 68°48’30” West along the North line of said Country Road 601.07 feet to the point of beginning.

EX1A-6 MAT CTRCT 5 agtlpagree.htm

LIMITED PARTNERSHIP AGREEMENT

AMERICAN GAS & TECHNOLOGY LP, an Oregon Limited Partnership

This Agreement of Limited Partnership dated effective 9/10/15 is made by and among LNG Management Services Inc., a corporation formed under the laws of the State of Oregon with offices at 1270 SE Monmouth Cutoff Rd., Dallas, OR 97338 as general partner and Raymon E. Tate, Jr. as limited partner, an individual whose home address is 1850 SW Boxwood Lane, Dallas, OR 97338, as the initial limited partner, and each of the other persons (Limited Partners) who execute and deliver Limited Partner Subscription Agreements which have been accepted by the General Partner. The Limited Partners, together with any persons hereafter becoming limited partners hereof and excluding any person hereafter withdrawing from the limited partnership, and including the Initial Limited Partner, shall be referred to collectively as the Limited Partners, and, together with the General Partner, collectively as the Partners. This Agreement has been amended effective as of March 28, 2016.

RECITAL:

WHEREAS, the General Partner and the Initial Limited Partner have formed a limited partnership (Partnership) pursuant to the Revised Uniform Limited Partnership Act of Oregon (Act); and

WHEREAS, the General Partner and the Initial Limited Partner are desirous of providing for the admission of the Limited Partners in accordance with this Agreement.

NOW, THEREFORE, the parties hereto, being duly sworn, and intending to be legally bound, hereby agree to form the Partnership pursuant to the Act and hereby agree and certify as follows:

Article I

NAME OF LIMITED PARTNERSHIP

1.1. Name. The name of the Partnership is: American Gas & Technology LP.

Article II

OFFICE AND AGENT FOR SERVICE

2.1. Place of Business. The principal office of the Partnership shall be initially located at 1270 SE Monmouth Cutoff Rd., Dallas, OR 97338, or such other location as may hereafter be determined by the General Partner. The General Partner shall notify the Limited Partners of any change in the principal office of the Partnership.

2.2. Agent for Service of Process. The agent for service of process for the Partnership shall be Ray Tate, whose business address is 1270 SE Monmouth Cutoff Road, Dallas, OR 97338 or such other person or corporation as may be designated by the General Partner and appropriately qualified to serve.

Article III

PURPOSES

3.1. Purposes. The purpose of the Partnership shall be to sell liquid natural gas (“LNG”) and compressed natural gas (“CNG”) to customers as distributed via micro-scale natural gas liquefier stations to be located at customer sites, as made possible via the conversion of the customers’ vehicle fleet to run on LNG and/or CNG, and to operate the Partnership Property and to do all other acts which may be necessary, incidental or convenient to the foregoing.

3.2. Powers to Carry Out Purposes. In order to carry out its purpose, the Partnership is empowered and authorized to do any and all acts necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of its purposes, and for the protection and benefit of the Partnership.

Article IV

TERM

4.1 Term. The Partnership shall continue until terminated as provided in Section 10 hereof.

Article V

CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS

5.1 Authorized Units. The Partnership is authorized to issue 25 million (25,000,000) Limited Partnership Units. The General Partner may increase the authorized number of units by a signed writing to be filed with the Limited Partnership if, in the judgment of the General Partner, such an increase is in the best interests of the Limited Partnership.

5.2 Contribution by the General Partner. In partial exchange for its services, the General Partner shall be issued 100,000 Limited Partnership Units. The General Partner shall render services to the Partnership as general partner and otherwise, and shall be subject to the liabilities of the Partnership for which it shall have an interest in the Partnership as described herein.

5.3. Capital Contributions by the Limited Partners. Limited Partners may be added on terms the General Partner, in its sole discretion, deems appropriate. The Limited Partners listed on Schedule A annexed hereto, which shall be updated as required, have contributed to the Partnership, in the aggregate, the consideration set forth on Schedule A, and shall have in respect thereof the aggregate number of units of limited partnership interest set forth on said Schedule A (Limited Partnership Interests or Units). Each Limited Partner has contributed the amount set forth opposite his name on Schedule A annexed to this Agreement and shall have in respect thereof the number of Units set forth opposite his name on said Schedule, or through a subscription agreement.

5.4. Liability of Partners. No Limited Partner' shall be liable for any of the debts of the Partnership or be required to contribute any capital in addition to the contributions required by the provisions of Section 5.3. To the extent required by applicable law, a Limited Partner receiving a distribution in partial or full return of such Partner's Capital Contribution shall be liable to the Partnership for any sum, not in excess of such amount returned (with interest) necessary to discharge the liabilities of the Partnership to creditors of the Partnership who extended credit or whose claims arose before such distribution.

5.5. No Interest on Capital. No interest shall be paid to any Partners on any capital contributed to the Partnership.

5.6. Capital Accounts. The Partnership shall establish for each Partner a capital account which shall be increased by:

The amount of such Partner's Capital Contributions to the Partnership pursuant to Sections 5.2 or 5.3;

The amount of net profits from operations allocated to such Partner pursuant to Section 8.1; and

The amount of net gains allocated to such Partner pursuant to Section 8.2; and shall be decreased by:

The amount of net losses from operations allocated to such Partner pursuant to Section 8.1;

The amount of net losses allocated to such Partner pursuant to Section 8.2; and

All amounts paid or distributed to such Partner pursuant to Section 9 (other than distributions to any Partner in repayment of the principal and interest on loans). Except as otherwise provided in this Agreement, whenever it is necessary to determine the capital account of any Partner for purposes of Section 8 or 9, the capital account of such Partner shall be determined after giving effect to the allocation for the Partnership's current year of net profits and net losses from operations under Section 8.1, and all distributions for such year under Section 9.1(b). A Partner shall not be entitled to withdraw any part of such Partner's capital account or to receive any distribution from the Partnership except as specifically provided in this Agreement. Any Partner, including any

substituted Partner, who shall receive an Interest in the Partnership or whose Interest in the Partnership shall be increased by means of a transfer to

5.7. Allocations and Distributions among Partners. Whenever amounts are allocated or distributed to the Partners, such amounts shall be allocated or distributed among such Partners in the proportion that the Unit(s) held by each of such Partners bears to the aggregate Units held by all of such Partners.

5.8. Disallowance of Deductions. Notwithstanding any other provisions of this Agreement, in the event that any fees paid to the General Partner or its affiliates pursuant to this Agreement and deducted by the Partnership in reliance on Section 707(a) and /or Section 707(c) of the Internal Revenue Code of 1986, as amended (the Code), are disallowed as deductions to the Partnership on its federal income tax return and treated as Partnership distributions, the General Partner shall be allocated items of Partnership income, if any, in the year such fees were paid, equal to the amount of such fees for which deductions were disallowed.

Article VI

LOANS TO THE PARTNERSHIP

6.1. Loans to the Partnership. If the General Partner or the Limited Partners shall make any loan or loans to the Partnership or advance money on its behalf, the amount of any such loan or advance shall not be deemed an increase in, or contribution to, the capital account of the lending Partner or entitle such lending Partner to any increase in his share of the distributions of the Partnership, or entitle or subject such lending Partner to any greater proportion of the profits, gains, or losses which the Partnership may sustain.

Article VII

MANAGEMENT AND CONTROL

7.1. Overall Management and Control. The General Partner shall have full, exclusive and complete discretion in the management and control of the Partnership for the purposes set forth in Section 3. Such discretion shall include, without limitation or the consent of the Limited Partners, the right to cause the Partnership to:

Expend funds, including profits, in furtherance of the Partnership's day-to-day business.

Employ, on behalf of the Partnership, individuals, firms and corporations, on such terms and for such compensation as the General Partner shall determine.

Do all acts and things which, in the General Partner's judgment, are necessary or desirable for the proper management of the Partnership, including, without limitation, the direction and control of money management and investment advisory services.

Buy, sell, transfer, assign, convey, lease or sublet property or assets on behalf of the Partnership, upon such terms and conditions and for such consideration as the General Partner shall determine.

Borrow funds for Partnership purposes, loan funds to the Partnership or refinance any loans or mortgages on behalf of the Partnership upon such terms and upon such security as the General Partner shall determine.

Disseminate financial and other reports to the Partners.

Maintain or cause to be maintained proper books and records of the Partnership.

Assist the accountants for the Partnership in the preparation of financial statements and tax returns.

Execute and file necessary certificates and other Partnership documents including any amendment thereto.

To invest funds of the Partnership, including funds held as reserves, in certificates of deposit, interest-bearing time deposits in state or national banks; in United States Government securities; in

bank repurchase agreements, bankers' acceptances or money market funds, as the General Partner may, from time to time, deem to be in the best interests of the Partnership.

To acquire, enter into and pay for any contract of insurance which the General Partner reasonably deem necessary and proper for the protection of the Partnership, for the conservation of the assets of the Partnership, or for any purpose beneficial to the Partnership

To perform or cause to be performed all of the Partnership's obligations under any agreement to which the Partnership is a party.

To make, execute and deliver any and all documents of transfer and conveyance and any and all other instruments and agreements, including agreements with regulatory agencies, that may be necessary or appropriate to carry out the powers herein granted.

Sell Limited Partnership interests in the Partnership on such terms that the General Partner in its sole discretion believes to be reasonable.

Perform any and all acts and execute any and all documents as the General Partner shall deem necessary or appropriate to carry out the purposes of the Partnership including, without limitation, investment advisory or similar agreements. The General Partner agrees to manage and control the affairs of the Partnership to the best of its ability. The General Partner shall vote on all Partnership matters in accordance with its Percentage Interest as General Partner (and, to the extent set forth herein, as a Limited Partner) in the Partnership. Except as otherwise expressly provided herein, all Partnership decisions shall be made by the General Partner. The General Partner shall devote such time as, in its discretion, may be necessary for the proper performance of its duties hereunder, and may subcontract to others any portion of its management duties hereunder, but such subcontracting shall not relieve the General Partner from supervisory obligations and responsibilities set forth herein.

7.2.

Limitation on Management Rights.

Notwithstanding the generality of the foregoing, the General Partner shall not be empowered without the unanimous consent of the Limited Partners to:

i Do any act in contravention of this Agreement;

ii.

Possess Partnership property or assign any rights in specific Partnership property for other than a Partnership purpose;

iii.

Require any Partner to make any contribution to the capital of the Partnership not provided for herein;

Without the consent of the holders of at least fifty-one percent (51%) in interest of the outstanding Units, the General Partner shall not be empowered to:

i. Sell or otherwise dispose of all or substantially all of the Partnership's assets; or

ii. Amend this Agreement, if any such amendment would materially change the rights, duties and obligations of the parties to this Agreement, but otherwise the General Partners shall have the right to amend this Agreement.

7.3. Right to Examine Partnership Records, etc. Each Limited Partner shall have the right to examine the books and records of the Partnership at its principal place of business during regular business hours and to make reasonable inquiry of the General Partner as to Partnership affairs. The reasonable costs associated with providing for such inspection shall be assessed against the Limited Partner.

7.4. Right to Remove the General Partner. The Limited Partners shall have the right to remove a General Partner for cause upon the affirmative vote or written consent of Limited Partners who hold at least seventy percent (70%) of the outstanding Units. At the request of Limited Partners who hold at least seventy percent (70%) of the outstanding Units, the General Partner shall call a meeting, within thirty days after such notice, on the question of removal a selection of a substitute General Partner. If there would be no remaining General Partner after the removal of the General Partner; at least one substitute General Partner shall be simultaneously elected by a vote or written consent of Limited Partners who own collectively at least seventy percent (70%) of the

outstanding Units. If a substitute General Partner is not simultaneously elected, the Partnership shall thereupon terminate in accordance with Section 10 hereof Upon its removal, the Interest of such General Partner in the Partnership shall be automatically converted into a Limited Partnership Interest as of the date of such removal, in accordance with and subject to the terms and conditions set forth in Section 10.2.

7.5. No Management by Limited Partners. The Limited Partners shall take no part in the management of the Partnership nor shall they have any right or authority to act for or bind the Partnership. The exercise of the rights and powers of a Limited Partner under any provisions hereof shall not be deemed taking part in the day-to-day affairs of the Partnership or the exercise of control over Partnership affairs.

7.6. Conflicts of Interest. Any Partner may engage in or possess an interest in other business ventures of any nature or description, independently or with others, including but not limited to, the money management business in all phases and any related or similar activities and neither the Partnership nor any Partner shall have any rights ill or to such independent ventures or the income or profits derived there from.

7.7. Limitations on General Partner's Liability. The General Partner shall not be liable, responsible or accountable in damages or otherwise to any other Partner or the Partnership for any acts performed by it in good faith and within the scope of this Agreement. The General Partner shall, however, be liable for such actions to the extent they are attributable to gross negligence or fraud. The General Partner shall not be liable to any other Partner or the Partnership in the event that any taxing authority disallows or adjusts any income, deductions or credits in the Partnership's tax returns.

7.8. Limitation on Liability of General Partner for Return of Limited Partners' Capital. The General Partner shall not be liable for the return of the Capital Contributions of the Limited Partners.

7.9. Indemnification of General Partner. The Partnership, but not any Limited Partner, shall indemnify and hold harmless the General Partner and its shareholders, officers and directors, and their successors, heirs and assigns for any claim, loss, damage, liability, action, cost or expense (including reasonable attorney fees) arising out of any act or failure to act by them (including any act or failure to act as "tax matters partner"), if such act or failure to act is in good faith and within the scope of this Agreement and is not attributable to gross negligence or fraud, or arising out of any obligation assumed or performed on behalf of the Partnership, performed by them in good faith and within the scope of this Agreement.

7.10. Reimbursement of Expenses. The Partnership will reimburse the General Partner and its affiliates for all reasonable expenses, costs and fees paid or incurred by them in connection with the Partnership's business and in forming this Partnership, including consultants, appraisal, legal, accounting and other fees. The partnership, through the action of the General Partner, shall cause to be paid from a partnership account, or to the General Partners for reimbursement, the expenses the General Partner incurs on personnel, equipment, or any other costs or expenses related to the business of the Partnership.

7.11. Fees to the General Partner and its Affiliates. The General Partner will be engaged by the Partnership on a full-time basis to manage various aspects of the Partnership's business as follows, and at the compensation hereinafter set forth: the General Partner’s CEO, or its designee, will be compensated at the base rate of three hundred thousand dollars ($300,000) per annum with an annual increase of up to twenty percent (20%), and annual performance bonuses of up to two and a half percent of the profits (2.5%) pursuant to a three-year consulting agreement with the Partnership in such form as is approved and executed by the General Partner on behalf of the Partnership. The agreement will provide for fringe benefits, including but not limited to medical insurance. After the initial three-year term, this agreement will be automatically renewed or amended.

7.12. Related Persons. The fact that a Partner or any "Related Person" (as hereinafter defined) is employed by the Partnership, or is directly or indirectly interested in or connected with any person, firm, or corporation employed by the Partnership to render or perform a service, shall not prohibit the General Partner from employing such person, firm or corporation or from otherwise dealing with him or it, and neither the Partnership nor the Partners thereof shall have any rights in or to any income derived therefrom, provided that any such transaction is done in good faith and on not materially less favorable terms than would be obtainable from an unrelated party.

Neither the Partnership nor any of the Partners shall, as a consequence of the Partnership relationship created herein, have any rights in or to any income or profits derived therefrom. A "Related Person" shall include any person, firm or corporation affiliated with a Partner; and any Partner, venturer, employee, officer, director, or shareholder thereof; or any member of the family of any of the foregoing.

Article VIII

ALLOCATIONS OF PROFITS AND LOSSES

8.1

Income and Losses from Operations. All net profits or net losses of the Partnership from operations (as distinguished from the proceeds from sales or other dispositions of Partnership assets), for any year or part thereof, as determined for federal income tax purposes, shall be allocated to the Partners based on their pro-rata unit ownership. To the extent (if at all) the General Partner receives aggregate cash distributions in excess of the aforesaid percentages of the total income available for distribution to all Partners, such excess cash will be credited to the General Partner as income. The losses allocated pursuant to this Section 8.1(a) shall not exceed the maximum amount of losses that can be so allocated without causing any Partner to have an 'Adjusted Capital Account Deficit at the end of any fiscal year. In the event some but not all of the Partners would have Adjusted Capital Account Deficits as a consequence of an allocation of losses pursuant to the limitation set forth herein shall be applied on a Partner-by-Partner basis so as to allocate the maximum permissible amount of losses to each Partner under Regulations Section 1.704-1 (b)(2)(ii)(d).

Special Allocations.

Except as provided in subparagraph (iii) of this Section 8.1(b) in the event any Partner unexpectedly received any adjustments, allocations, or distributions described in Section 1.704(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6) of the Regulations, items of Partnership income and gain shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible.

ii.

Except as provided in subparagraph (iii) of this Section 8.1(b) in the event any Partner has an Adjusted Capital Account Deficit at the end of any Partnership fiscal year that is in excess of the sum of (i) the amount such Partner is obligated to restore (pursuant to the terms of such Partner's promissory note or otherwise) and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentence of Regulations Section 1.704•1(b)(4)(iv)(f), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible.

iii.

Notwithstanding any other provisions of this Section 8.1, if there is a net decrease in Partnership Minimum Gain during any Partnership fiscal year, each Partner who would otherwise have an Adjusted Capital Account Deficit at the end of such year shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount and manner sufficient to eliminate such Adjusted Capital Account Deficit as quickly as possible. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-I(b)(4)(iv)(e). This subparagraph (iii) is intended to comply with the minimum gain charge-back requirement in such section of the Regulations and shall be interpreted consistently therewith.

iv.

To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or 743(b) is required, pursuant to Regulations Section 1.704-1 (b) (2)(iv)(m), to be taken into account in determining capital accounts, the amount of such adjustment to the capital accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gains or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their capital accounts are required to be adjusted pursuant to such section of the Regulations.

Curative Allocations. Some of the allocations set forth in subparagraphs a. and b. of this Section

8.1 (the Regulatory Allocations) are intended to comply with certain requirements of Regulations Section 1.704-1(b). The Regulatory Allocations may not be consistent with the manner in which the Partners intend to divide Partnership distributions. Accordingly, the General Partner is hereby authorized to divide other Allocations of net profits, net losses and other items among the Partners to prevent Regulatory Allocations from distorting the manner in which Partnership distributions will be divided among the Partners hereunder. In general, the Partners anticipate that this will be accomplished by specially allocating other net profits, net losses and items of income, gain, loss and deduction among the Partners so that the net amount of the Regulatory Allocations and such special allocations to each such Partner is zero. However, the General Partner shall have discretion to accomplish this result in any reasonable manner. Any allocation made pursuant to this Section

8. 1 (c) shall be deemed to be a complete substitute for any allocation otherwise provided for in this Section 8.1 and no amendment of this Agreement or approval of any Partner shall be required.

Other Allocation Rules.

For purposes of determining the net profits, net losses or any other items allocable to any period, net profits, net losses and any such other items shall be determined on a daily, monthly or other basis as determined by the General Partner using any permissible method under Code Section 706 and the Regulations thereunder.

ii.

The Partners are aware of the consequences of the allocations made by this Section 8.1 and hereby agree to be bound by the provisions of this Section 8.1 in reporting their shares of Partnership income and loss for income tax purposes.

Special Provision Regarding Admission of New Partners and Retirement of Partners. Notwithstanding any other provisions of this Agreement, if, as a result of the admission of new Partners to, or the retirement of Partners from, the Partnership during any calendar year (other than in connection with a sale or transfer of a Partner's Interest), the capital accounts of the Limited Partners admitted during such calendar year cease to be equal on a proportionate basis, the Partnership shall thereafter allocate net profits, net losses, gains and losses from dissolution and termination of the Partnership, and shall make distributions of cash, among the Limited Partners admitted during such calendar year in such a manner as to eliminate the difference in the capital accounts of such Limited Partners that resulted from such admissions or retirements. For purposes of this Paragraph, the capital accounts of the Limited Partners admitted during the same calendar year will be deemed to be equalized on a pro rata basis when each Limited Partner's capital account who was admitted during the same calendar year bears the same relationship to the total capital accounts of all Limited Partners admitted during the same calendar year that the Limited Partner's interest in the Partnership (calculated as provided in Section 5.7) bears to the total interests of all Limited Partners admitted during such same calendar year. Adjustments to capital accounts which tend to cause them not to be equalized on a pro rata basis, and which are not the result of the admission or retirement of Partners, shall be disregarded for all purposes of this Paragraph. The operation of this Paragraph shall be governed by the following rules until the capital accounts have been equalized on a pro rata basis:

No distributive items under Section 702 of the Code shall be allocated to any Partner who was not a Partner at the time such item was incurred.

ii.

For items which reduce capital accounts, the Limited Partner(s) with the lowest proportionate capital accounts shall be used as the reference point and they shall not be allocated any of such items until the capital accounts of all Limited Partners have been equalized on a pro rata basis. Such items shall instead be allocated to the Partner(s) having the highest proportionate capital accounts until they have been equalized proportionately with the Limited Partners having the next highest proportionate capital accounts, and so on until the capital accounts of all Limited Partners have been equalized on a pro rata basis.

iii.

For items which increase capital accounts, the Limited Partner(s) with the highest proportionate capital accounts shall be used as the reference point and they shall not be allocated any such items until the capital accounts of all Limited Partners have been equalized

on a pro rata basis. Such items shall instead be allocated to the Limited Partner(s) having the

lowest proportionate capital accounts until they have been equalized proportionately with the Limited Partners having the next lowest proportionate capital accounts, and so on until the capital accounts of all Limited Partners have been equalized on a pro rata basis.

iv.

In the event that during any fiscal period there occur two or more items which would adjust capital accounts, and which, when taken together, would equalize the capital accounts of all Limited Partners on a pro rata basis, the Partnership shall order the allocation and distribution of such items as follows: first, Net Cash Flow shall be distributed; second, other cash distributions shall be made; third, gain or loss from capital transactions and/or dissolution and termination of the Partnership shall be allocated; and fourth, net profit or net loss shall be allocated.

Notwithstanding any language to the contrary contained in this Agreement, in no event will the General Partner be allocated less than 1 of each item of income, gain, loss or deduction.

8.2

a Net Gains From Sales of Assets or From Liquidation and Dissolution. All net gains of the Partnership, as determined for federal income tax purposes, in connection with any sale or other disposition of Partnership assets or other capital transaction not in the ordinary course of business or upon liquidation and dissolution of the Partnership, shall be allocated in the following priority, to the extent applicable:

First, any such gain in an amount equal to the "minimum gain" (as defined in Proposed Treasury Regulation Section 1.704-1(b)(4)(iv)) attributable to the transaction which is the subject-of the capital transaction giving rise to such gain (whether or not such gain has been recognized for federal income tax purposes) will be allocated to all Partners with negative capital accounts in proportion to the negative amounts in such account;

ii.

Then, an amount equal to the deficit in the capital account of each Partner shall be allocated to each Partner with a deficit remaining in his capital account. (In the event that such net gains are less than the aggregate of the deficits in the capital accounts of each such Partner, such gains shall be allocated among such Partners in the same ratio that the deficit in the capital account of such Partner bears to the aggregate of all such Partners' deficits.)

iii.

Then, to the Partners in amounts equal to the amounts distributed pursuant to Section 9.2 hereof and in the same order of priority.

Net Losses from Sales of Assets or from Liquidation and Dissolution. In the event that the Partnership shall incur a net loss, as determined for federal income tax purposes, in connection with the sale or other disposition of Partnership assets or other transaction not in the ordinary course of business or upon a liquidation and dissolution of the Partnership, such losses shall be allocated as follows:

If anyone or more Partners has a positive balance in his capital account, then an amount of losses equal to the aggregate of such positive balances shall be allocated among such Partners in the same ratio as the positive balance in each such Partner's capital account bears to the aggregate positive balances in all such Partners' capital accounts; and

ii.

Then, after such allocations have been made, the balance of the losses shall be allocated to the Limited Partners other than the Initial Limited Partner, provided that the Limited Partners other than the Initial Limited Partner shall be entitled to receive one-hundred percent (100) of their Capital Contributions before the Initial Limited Partner shall be entitled to receive any portion of any such allocation.

8.3. Change In Allocations. It is the intent of the Partners that each Partner's distributive share of income, gain, loss, deduction, or credit (or item thereof) shall be allocated in accordance with this Section 8 to the fullest extent permitted by Section 704(b) of the Code. In order to preserve and protect the allocations provided for in this Section 8 the General Partner is authorized and directed to allocate income, gain, loss, deduction or credit (or item thereof) arising in any year differently than otherwise provided for in this Section 8 if, and to the extent that, the allocations under this Section 8 would cause the allocations to violate Section 704(b) of the Code. Any allocation

made pursuant to this Section 8.5 shall be deemed to be a complete substitute for any allocation otherwise provided for in this Section 8 and no amendment of this Agreement or approval of any Partner shall be required.

8.4. Tax Matters Partner. The General Partner is hereby designated "tax matters partner" for purposes of the Code.

Article IX

DISTRIBUTIONS OF NET CASH FLOW AND CAPITAL

9.1.

Net Cash Flow. "Net Cash Flow" shall mean taxable income or loss of the Partnership as determined by the Partnership for federal income tax purposes for a taxable year (excluding gain or loss from the sale of the assets of the Partnership or other capital transaction not in the ordinary course of business or upon liquidation and dissolution), plus depreciation and amortization deductions claimed in computing such taxable income or loss, less reasonable reserves for contingencies and anticipated obligations.

Distribution of Net Cash Flow. Where the General Partner does not fund, replenish or otherwise make provision for reserves for future debts, investments or otherwise it shall as expeditiously as possible, make distributions of Net Cash Flow to the Partners out of the Partnership funds to the extent available, in the following manner: During the period commencing on the date of admission of the Limited Partners and ending upon the liquidation and dissolution of the Partnership, said Net Cash Flow, to the extent annually available, shall be allocated and distributed pro rata among the Partners.

9.2.

Distribution of Proceeds Upon Sale of Assets or Upon Liquidation and Dissolution. The net proceeds from the sale or other disposition of the assets of the Partnership or upon liquidation and dissolution of the Partnership shall be allocated and distributed in the following order of priority:

To the payment of debts and liabilities of the Partnership to third parties and the expense of liquidation;

ii.

To the setting aside of any reserves which the General Partner may reasonably deem necessary for any contingent liabilities or obligations of the Partnership;

iii.

To the payment of interest and principal on any loans and advances that may have been made by any of the Partners to the Partnership;

iv.

To the Partners with positive Capital Accounts, pro rata in accordance with such" Capital Accounts until the Capital Account of each Partner is brought to zero;

Any remaining balance, thereafter, shall be distributed pro rata among all Partners in accordance with their respective percentage interests in the Partnership until all Partners have received amounts equal to their entire Net Unreturned Capital Contributions; thereafter any remaining balance shall be distributed.

Net Unreturned Capital Contributions. Net Unreturned Capital Contribution of a Partner shall mean such Partner's cumulative Capital Contributions that have previously been paid in cash to the Partnership, reduced by all distributions to such Partner in cash or in kind arising only from Capital Transactions pursuant to Section 9.2(a) as of the date of any contemplated distribution.

9.3. Cash Distributions. All cash distributions to the Limited Partners shall be made to the Limited Partners at the addresses specified on attached Schedule A or in its subscription agreement, or such other address of which a limited Partner shall notify the Partnership in writing.

9.4. Distributions in Kind. If any assets of the Partnership shall be distributed in kind, such assets shall be distributed to the Partners entitled thereto as tenants-in-common in the same proportions in which such Partners would have been entitled to cash distributions.

9.5.

Only Cash in Return of Capital. No Partner shall be entitled to demand and receive property other

than cash in return for such Partner's Capital Contributions to the Partnership, and no Partner shall have the right to sue for a partition of Partnership property.

9.6. No Priority in Distributions Among Limited Partners. Except as expressly set forth in this Agreement, no Partner shall have any priority over any other Partner as to the return of his Capital Contributions or as between Limited Partners compensation byway of income. Compensation due to the General Partner’s CEO shall be provided priority over any distribution.

9.7. Standards For Distributions and Allocations. The methods hereinabove set forth by which distributions and allocations are made are hereby expressly consented to by each Partner as an express condition to becoming a Partner.

Article X

DISSOLUTION AND LIQUIDATION

10.1. Dissolution. The Partnership shall be dissolved; and its business wound up, upon the earliest to occur

of:

Thirty-five years from (September 10, 2015) the date the Certificate of Limited Partnership was registered.

The General Partner's determination, with the consent of a majority in interest of the Limited Partners that the Partnership should be dissolved;

The death, incompetency, insolvency, dissolution, bankruptcy or removal of a General Partner unless, if applicable, the remaining General Partners), if any, consent in writing within thirty days of such event to continue the Partnership. If there is no remaining General Partner, the Partnership shall terminate unless all of the Limited Partners consent in writing within thirty days of such event to continue the Partnership, and a successor General Partner is elected by all of the Limited Partners within such thirty-day period; or

The sale of all, or substantially all of the Partnership's assets. For the purposes of this Agreement, the bankruptcy of a General Partner shall be deemed to occur when such Partner files a petition in bankruptcy or voluntarily takes advantage of any bankruptcy or insolvency law, or is adjudicated as bankrupt, or when a petition or answer is filed proposing the adjudication of such Partner as a bankrupt and such Partner either consents to the filing thereof, or such petition or answer is not discharged or denied prior to the expiration of one hundred and twenty days from the date of such filing. The insolvency of a Partner shall be deemed to occur when such Partner's assets are insufficient to pay such Partner's liabilities.

10.2. Continuation of Partnership. In the event the Partnership is continued upon the death, incompetency, insolvency, bankruptcy or removal of a General Partner, the Partnership Interest of such General Partner shall be converted into a Limited Partnership Interest as of the date of such event. Upon the happening of such an event such Limited Partnership Interest shall be entitled to one hundred percent (100) of all distributions and allocations pursuant to Sections 8 and 9 hereof to which the General Partner was entitled prior to such event. Such Limited Partnership Interest, including all of the rights and obligations of a Limited Partner under this Agreement, shall descend and vest in such General Partner or his or its, successors, heirs, legatees or legal representatives. Such General Partner, or such successors, heirs, legatees or legal representatives may be admitted as a Limited Partner in accordance with the provisions of Section 11.3. Notwithstanding anything to the contrary in this Agreement, it is expressly agreed and understood that a deceased, incompetent, insolvent, bankrupt or removed General Partner and his or its heirs, legatees, successors or legal representatives shall remain fully liable for all Partnership liabilities and obligations arising prior to the date of any of such events, whether such liabilities and obligations are fixed or contingent as of such date. The liability of the deceased, incompetent, insolvent, bankrupt or removed General Partner shall continue with respect to such liabilities as if the deceased, incompetent, insolvent, bankrupt or removed General Partner has remained and continued as a General Partner of the Partnership.

Article XI

ASSIGNMENT OF INTEREST OF PARTNERS

11.1 Assignment of Interest of Partners. The Partnership Interest of any Partner may be assigned only as permitted by the provisions of this Section 11. Neither the Partnership nor the Partners shall be bound by any such assignment until a counterpart of the instrument of assignment, executed and acknowledged by the parties thereto, is delivered to the Partnership, and such assignment shall be effective as of the date specified therein, subject to compliance as hereinafter set forth, with applicable federal and state securities laws. Any pledge, mortgage, hypothecation or assignment of a Limited Partner's Interest shall only be permitted if, at the request of the General Partner, such Partner obtains at such Partner's sole expense, an opinion of counsel reasonably satisfactory to counsel for the Partnership, that such transfer of the Limited Partnership Interest is exempt from the registration requirements of the Securities Act of 1933, as amended; and other applicable state securities laws.

11.2. Restrictions on Assignment of Interest.

Except as may be provided in Sections 7.4, 7.13, 10, 11.2(b) or 12.1, and subject to the conditions set forth in Section 11.1 above, no Partner shall transfer, sell, assign, give or otherwise dispose of his or her Partnership Interest or a part thereof, whether voluntarily or by operation of law, or at judicial sale or otherwise, to any-person, except that this restriction shall not apply to the following transactions if the occurrence thereof would not result in the termination of the Partnership pursuant to Section 708 of the Code and where the General Partner affirms such a transfer in writing:

The transfer or assignment by a Partner of all or part of such Partner's Partnership Interest to any person with the prior written consent of the General Partner, which consent may be withheld for any reason; or

ii.

The transfer or assignment by a General Partner of all or part of his or its Partnership Interest as a General Partner to any person except another General Partner, with the prior written consent of the holders of at least 50 of the outstanding Units except that the General Partner may assign a beneficial interest of all or part of its or his Partnership Interest without the consent of Unit holders; or

iii.

The transfer or assignment by a General Partner of all or part of his or its Partnership Interest as a Limited Partner to any person provided such transfer or assignment is in compliance with applicable securities laws;

iv.

The transfer or assignment by a General Partner of any Limited Partnership Interest purchased by the General Partner pursuant to Section 7.13 hereof;

The transfer or assignment by a Limited Partner of his or her Limited Partnership Interest to the General Partner pursuant to Section 7.13 hereof; or

vi.

The assignor or assignee has paid any reasonable expense in connection with the admission of the assignee as a Partner.

If any Limited Partner, desiring to dispose of all but not less than all of his or her Interest in the Partnership shall receive a bona fide offer in writing from a financially capable purchaser to purchase such Interest and shall be desirous of accepting such offer, such Limited Partner (hereinafter referred to as the Selling Partner) shall offer to the General Partner the privilege of purchasing pro-rata his or her entire Interest in the Partnership for a purchase price and on the terms bona fide offered by such third party. The Selling Partner shall give written notice to the General Partner of his intention to make such transfer stating the name and address of the proposed transferee. In such event, the General Partner shall have the option, exercisable upon written notice to the Selling Partner within ten days after receipt of the Selling Partner's notice, to purchase the Selling Partner's entire interest in the Partnership at the price and on the terms bona fide offered by such third party. In the event that the General Partner elects to purchase the Selling Partner's Interest pursuant to this Paragraph, payment terms shall be as bona fide offered by such third party. In the event that the General Partner does not elect to purchase the Interest of the

Selling Partner within such 10-day period, the Selling Partner may make the proposed transfer of his entire interest in the Partnership to the proposed transferee within the twenty-day period following the expiration of such ten-day period, but if such transfer is not consummated, within the twenty- day period following the expiration of such ten-day period, the terms and conditions of this Agreement shall continue to apply to the Selling Partner's interest. Subject to the foregoing, failure to elect to purchase the Interest as hereinbefore-provided shall operate as an approval of the sale of such Interest in the Partnership by the Selling Partner to said bona fide purchaser in accordance with the terms of such bona fide offer; provided, however, that any such transferee shall become a party to this Agreement with respect to such interest by executing a duplicate of this Agreement and agreeing to be bound by the terms hereof.

11.3. Substitute Partner. No assignee or transferee of all or part of the Partnership Interest of any Partner shall have the right to become a substitute Partner, unless:

His assignor has stated such intention in the instrument of assignment;

The assignee has executed an instrument reasonably satisfactory to the General Partner accepting and adopting the terms and provisions of this Agreement; and

The assignor or assignee has paid any reasonable expense in connection with the admission of the assignee as a Partner.

The General Partner affirms in writing the substitution.

11.4.

Transferor - Transferee Allocations. As between a Partner and his transferee, profits and losses for any month shall be apportioned to the person who is the holder of the Limited Partnership Interest transferred on the last day of such month, without regard to the results of the Partnership's operations during the period before and after such transfer.

Distributions and Allocations Subsequent to Transfer. A transferee of, or substitute Partner for, a Partner's Limited Partnership Interest shall be entitled to receive distributions from the Partnership with respect to such Limited Partnership Interest only after the effective date of such assignment.

11.5. Limited Partnership Interest Transferred to the General Partners. If any General Partner should acquire an Interest as a Limited Partner, including but not limited to an acquisition by purchase pursuant to Section 7.13 hereof, such General Partner shall, with respect to such Interest, enjoy all of the rights and be subject to all of the obligations and duties of a Limited Partner to the extent of such Interest.

11.6. Section 754 Election. In the event of a transfer of all or part of the Interest of a Partner in the Partnership, by sale or exchange or on the death of a Partner, at the request of the Partner or the executor, administrator or other legal representative of a deceased Partner, the General Partner may, in its sole discretion, cause the Partnership to elect, pursuant to Section 754 of the Code, or the corresponding provisions of subsequent law, to adjust the basis of Partnership property as provided in Sections 734 and 743 of the Code.

Article XII

DEATH, BANKRUPTCY, INSANITY OR INCOMPETENCY OF A PARTNER

12.1. Death, Bankruptcy, Insanity or Incompetency of a Partner. The death, adjudication of insanity, legal incompetency, general assignment for the benefit of creditors, or adjudication of bankruptcy of a Limited Partner shall not dissolve the Partnership. In any of such events, the Interest of such Partner and all rights and obligations under this Agreement shall descend to and vest in the heirs, legatees or legal representatives of such. Partner. Such heirs, legatees or legal representatives may be admitted as substitute Limited Partners in accordance with the provisions of Section 11.3.

Article XIII

ACCOUNTING AND RECORDS

13.1. Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

13.2. Records. The General Partner shall keep, or cause to be kept, full and accurate records of all transactions of the Partnership in accordance with principles and practices generally accepted for such methods of accounting and depreciation as shall, in the opinion of the General Partner, be in the best interest of the Limited Partners.

13.3.

Availability for Inspection.

All of such books of account shall, at all times, be maintained at the office of the Partnership at 1270 SE Monmouth Cutoff Rd., Dallas, OR 97338 or at such location designated by the General Partner from time to time and shall be open during reasonable business hours for the reasonable inspection and examination by the Partners or their authorized representatives.

The General Partner shall as a minimum maintain the following records at the aforesaid office of the Partnership: (i) a current list of the full name and last known business address of each Partner set forth in alphabetical order; (ii) a copy of the Agreement and Certificate of Limited Partnership and all certificates of amendment thereto together with executed copies of any power of attorney pursuant to which any Agreement or amendment has been executed; (iii) copies of the Partnership's federal, state and local income tax returns and reports, if any, for the three most recent years for which they have been prepared; and (iv) copies of any then-effective written Partnership Agreement and of any financial statements of the Partnership for the three most recent years for which they have been prepared.

Upon the written request of any Partner, the General Partner shall mail a copy of this Agreement to such Partner.

13.4. Tax Returns. The General Partner shall prepare, or cause to be prepared in timely fashion a federal income tax return and such other tax returns as are required for the Partnership.

Article XIV

REPORTS AND STATEMENTS

14.1. Cash Flow Statements. Within sixty days after the end of each fiscal year of the Partnership, the General Partner shall use its best efforts to cause to be delivered to the Partners an annual cash flow report for the Partnership for such fiscal year. This report shall be mailed to the Partners together with any amounts distributable to the Partners pursuant to Section 9.

14.2. Tax Information. Within sixty days after the end of each fiscal year of the Partnership, the General Partner shall use its best efforts to cause to be delivered to the Partners such information as shall be necessary (including a statement for that year of each Partners share of net profits, net gains and losses, and other items of the Partnership) for the preparation by the Partners of their federal and state income and other tax returns.

14.3. Financial Statements. The General Partner shall use its best efforts to cause to be delivered to the Partners, within sixty days after the end of each fiscal year of the Partnership, financial statements of the Partnership from such fiscal year.

14.4. Partnership Tax. Return. In lieu of the reports required by Sections 14.1 and 14.3, the General Partner may, in its discretion, cause to be delivered to the Limited Partners a copy of the federal partnership tax return for each year, within thirty (30) days after such return has been filed.

Article XV

BANK ACCOUNTS

15.1. Bank Accounts. The General Partner shall maintain a special bank account or accounts in which shall be deposited all funds of the Partnership. Withdrawals from such account or accounts shall be made upon the signature of the General Partner.

Article XVI

NOTICES

16.1. Notices. Whenever any notice is required or permitted to be given under any provisions of this Agreement, such notice shall be in writing, signed by or on behalf of the person giving the notice, and shall be deemed to have been given when delivered by personal delivery or mailed by certified mail, postage prepaid, return receipt requested, addressed to the person or persons to whom such notice is to be given as follows (or at such other address as shall be• stated on a notice similarly given):

If to the General Partner, c/o LNG Management Services Inc., 1270 SE Monmouth Cutoff Rd., Dallas, OR 97338

If to the Initial Limited Partner, c/o Raymon E. Tate, Jr., 1850 SW Boxwood Lane, Dallas, OR 97338

If to the Limited Partners, such notice shall be given to each of the Limited Partners at their respective addresses indicated in Schedule A hereto, or at such other addresses furnished to the General Partner in writing.

Article XVII

BINDING EFFECT

17.1. Binding Effect. Except as herein otherwise provided to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their personal representatives, heirs, successors and permitted assigns.

Article XVIII

NO ORAL MODIFICATION

18.1. No Oral Modification. No modification or waiver of this Agreement or any part hereof shall be valid or effective unless in writing and signed by the party or parties sought to be charged therewith; and no waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other subsequent breach or condition, whether of like or different nature.

Article XIX

APPLICABLE LAWS

19.1. Applicable Laws. This Agreement shall be governed by and construed in accordance with the laws of California.

Article XX

COUNTERPARTS

20.1. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument which may be sufficiently evidenced by one counterpart.

ARTICLE XXI

Power of Attorney and Amendment

21.1. Power of Attorney. Each of the Limited Partners and any permitted assignee of any Partner's Interest hereunder, does hereby grant to Tate Management Services, Inc., as the designee, duly appointed of the General Partner, or the designee of its successor in interest as the General Partner of the Partnership, an irrevocable, special power of attorney, coupled with an interest, to make, execute, sign, swear to and file, in the Partner's name, place and stead, (i) a Certificate of Limited Partnership as well as amendments thereto, under the laws of the state of California or the laws of any other state in which such certificate is required to be filed or where the General Partner determines such a filing to be advisable; and (ii) the Partnership Agreement, in accordance with its terms; and (iii) any other instrument document or certificate which may be required to be filed by the Partnership under the laws of the United States or any state or political subdivision or by any governmental agency, or which the General Partner deems it advisable to file; and (iv) any publication of notice of the filing of the Certificate of Limited Partnership of the Partnership required by the Revised Uniform Limited Partnership Act as adopted in California; and (v) any instruments, documents or certificates which may be required to effect the valid existence or continuation of the Partnership, the withdrawal of a Limited Partner, the admission of a substitute or additional Limited Partner, or the dissolution and termination of the Partnership, provided such continuation, withdrawal, transfer, admission or dissolution and termination are in accordance with the terms of the Partnership Agreement. This power of attorney is coupled with an interest and is not revocable.

21.2. Limitations. Notwithstanding the provisions of this Section, when acting in a representative capacity without the approval of the Limited Partners as hereinafter set forth, the General Partner shall not have any right, power or authority to amend or modify this Agreement, except to reflect:

A change in the name of the Partnership;

The admission and withdrawal of Partners; and

Changes of addresses of the Partnership and the Partners.

Any change that would not materially change the rights, duties and obligations of the parties to this Agreement.

21.3. Amendment Without Approval. This Agreement and Certificate shall also be amended without the prior agreement of the Limited Partners whenever required by law or necessary to effect changes which do not adversely affect the rights or increase the obligations of the Limited Partners.

21.4. Approval of Amendments. For amendments requiring the approval of the Limited Partners, the General Partner may, and, at the request of Limited Partners who hold Units representing more than fifty percent (50%) of the outstanding Units, shall submit to the Limited Partners the text of any proposed amendment to this Agreement and any statement by the proposer thereof relating thereto. The General Partner may include in any submission its views as to the proposed amendment. Any such proposed amendment shall be adopted if, within thirty days after the submission thereof to the Limited Partners, Limited Partners owning more than fifty percent (50%) of the outstanding Units and the General Partner shall have consented thereto, provided such amendment is not for the purpose of the reduction of the rights or interests, or enlargement of the obligations, of the Limited Partners and, provided, however, that this subparagraph shall not be applicable with respect to the addition or substitution of Limited Partners or the reduction of capital accounts upon the return. of capital to the Partners. The effective date of any amendment pursuant to this Section shall be the date on which the required consents shall have been given. Any proposed amendment which is not adopted may be resubmitted, but not more often than once every six months. All amendments to this Agreement require the approval of the General Partner.

21.5 Notice of Amendments. The General Partner shall notify the Limited Partners of all amendments of this Agreement of Limited Partnership adopted by the Partnership as provided herein.

IN WITNESS WHEREOF, the parties hereto have executed and certified this Agreement and Certificate of Limited Partnership as of the day and year first above written.

General Partner: LNG Management Services Inc. – Raymon E. Tate Jr., CEO

/s/Raymon E. Tate Jr.

Signed:

Dated: 3/28/16

Initial Limited Partner: Raymon E. Tate Jr.

/s/Raymon E. Tate Jr.

Signed:

Dated: 3/28/16

EX1A-11 CONSENT 6 audconagt.htm

CONSENT OF INDEPENDENT AUDITOR

We consent to the use in the Offering Circular constituting a part of this Offering Statement on Form 1-A, as it may be amended, of our Independent Auditor’s Report dated December 30, 2016 relating to the balance sheets of American Gas & Technology LP as of December 31, 2015, and the related statements of operations, changes in stockholders’ equity (deficiency), and cash flows for period from September 10, 2015 (inception) through December 31, 2015, and the related notes to the financial statements.

/s/ Artesian CPA, LLC

Denver, CO

February 16, 2017

Artesian CPA, LLC

1624 Market Street, Suite 202 | Denver, CO 80202

p: 877.968.3330 f: 720.634.0905

info@ArtesianCPA.com | www.ArtesianCPA.com

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February 16, 2017

General Partner

American Gas & Technology LP

To the General Partner:

We are acting as counsel to American Gas & Technology LP (the “Company”) with respect to the preparation of an offering statement on Form 1-A. The offering statement covers the contemplated sale of up to 7,000,000 units of the Company’s Limited Partnership Units.

In connection with the opinion contained herein, we have examined the offering statement, the certificate of limited partnership and the limited partnership agreement, as well as all other documents necessary to render an opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.

Based upon the foregoing, we are of the opinion that the Limited Partnership Units being sold pursuant to the offering statement are duly authorized and will be, when issued in the manner described in the offering statement, legally and validly issued, fully paid and non-assessable.

No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the offering statement or any pertion thereof.

We further consent to the use of this opinion as an exhibit to the offering statement.

Yours Truly,

/s/Adam S. Tracy

Adam S. Tracy for American Gas & Technology LP

PART II AND III 9 agt1a021617.htm

PART II

OFFERING CIRCULAR

AMERICAN GAS & TECHNOLOGY LP

1270 SE Monmouth Cutoff Road

Dallas, OR 97338

Best Efforts Offering of up to 7,000,000 Limited Partnership Units at $7.00 per Unit

This prospectus relates to the offering and sale of up to seven million (7,000,000) Limited Partnership Units of the Company for an aggregate, maximum gross dollar offering of Forty-Nine Million and 00/100 ($49,000,000) Dollars (the “Offering”). The Offering is being made pursuant to Tier 2 of Regulation A, promulgated under the Securities Act of 1933. Each Limited Partnership Unit will be offered at Seven ($7.00) Dollars. There is a minimum purchase amount of $4,900. See “Securities Being Offered” beginning on page 32.

In this offering, the Company, American Gas & Technology LP, has registered and is offering 6,250,000 shares of our Limited Partnership Units and our selling members are offering 750,000 shares of our Limited Partnership Units. Investing in this offering involves high degree of risk, and you should not invest unless you can afford to lose your entire investment. See “Risk Factors” beginning on page 7.

This is our initial public offering and these units are being registered to permit public secondary trading. No public market currently exists for our Limited Partnership Units. The Offering price may not reflect the market price of our Limited Partnership Units after the Offering. Upon completion of this offering, we may attempt to have our Limited Partnership Units quoted on the OTCQB operated by OTC Markets Group, Inc. or on another marketplace. There is no assurance that the Units will ever be quoted on the OTCQB or any other marketplace. To be quoted on the OTCQB or any other marketplace, a market maker must apply to make a market in our Limited Partnership Units. As of the date of this offering circular, we have not made any arrangement with any market maker to quote our units.

The proposed sale will begin as soon as practicable after this Offering Circular has been qualified by the Securities and Exchange Commission (the “SEC”) and the relevant state regulators, as necessary. The offering will continue until the Company has sold all of the Units offered hereby or on such earlier date as the Company may terminate the Offering. The Units offered hereby are offered on a “best efforts” basis, and there is no minimum offering.

We have made no arrangements to place subscription proceeds or funds in an escrow, trust or similar account, which means that the proceeds or funds from the sale of our Units will be immediately available to us for use in our operations and once received and accepted are irrevocable. See “Plan of Distribution” and “Securities Being Offered” for a description of our capital stock.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

THE LIMITED PARTNERSHIP UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THESE LAWS. THE LIMITED PARTNERSHIP UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE REGULATORY AUTHORITY NOR HAS THE COMMISSION OR ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

SHARES OFFERED BY THE COMPANY

					Underwriting
	Number of		Price to		discount and		Proceeds to		Proceeds to
	Units		Public (4)		commissions (1)		issuer (2)		other persons
Per Unit	1	$	7	$	0.70	$	6.30	$	0.00
Total Maximum	6,250,000	$	43,750,000	$	4,375,000	$	39,375,000	$	0.00

SHARES OFFERED BY SELLING MEMBERS (5)

					Underwriting
	Number of		Price to		discount and		Proceeds to		Proceeds to
	Units		Public (4)		commissions (3)		issuer		other persons
Per Unit	1	$	7	$	0.00	$	7	$	0.00
Total Maximum	750,000	$	5,250,000	$	0.00	$	5,250,000	$	0.00

	(1)	We intend to use commissioned sales agents or underwriters. In no event will we pay sales commissions over 10% of sales.

	(2)	The amounts shown are before deducting organization and offering costs to us, which include legal, accounting, printing, due diligence, marketing, consulting, finder’s fees, selling and other costs incurred in the offering of the Units.

	(3)	Our selling members do not intend to use commissioned sales agents or underwriters.
	(4)	The Units are offered in denominations of $7.00 and any even multiple thereof. There is a minimum subscription amount of $4,900. Anyone wishing to purchase less than the minimum subscription amount must petition the General Partner for approval at the contact information provided in Part I of this Offering Statement.
	(5)	Selling members will not begin registering or selling their units until at least 3,000,000 units have been sold by the Company in this offering. Then they have the option but may not elect to sell their units.

We are following the “Offering Circular” format of disclosure under Regulation A.

The date of this Preliminary Offering Circular is February 16, 2017

TABLE OF CONTENTS

Summary Information	6
Risk Factors	10
Dilution	15
Selling Unitholders	17
Plan of Distribution	18
Use of Proceeds	19
Description of Business	21
Description of Properties	24
Management’s Discussion and Analysis	25
General partner, Executives, and Significant Employees	27
Executive Compensation	29
Securities Ownership of Management and Control Persons	30
Interest of Named Experts	31
Securities Being Offered	32
Financial Statements	33
Exhibits	55
Signatures	46

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE.

SUMMARY OF INFORMATION IN OFFERING CIRCULAR

As used in this prospectus, references to the “Company,” “we,” “our”, “us” or “Company Name” refer to American Gas & Technology LP, an Oregon limited partnership, unless the context otherwise indicated.

You should carefully read all information in the prospectus, including the financial statements and their explanatory notes, under the Financial Statements prior to making an investment decision.

The Company
Organization:	We were incorporated under the laws of the State of Oregon on September 10, 2015. Our principal office is located at 1270 SE Monmouth Cutoff Road Dallas, OR 97338
Capitalization:	Our certificate of limited partnership does not restrict the number of Limited Partnership Units we may issue. As of the date of this Prospectus there are 13,000,000 Limited Partnership Units issued and outstanding. Our certificate of limited partnership does not provide for the issuance of any preferred partnership units or other class of equity securities.
Management:	Our general partner is LNG Management Services Inc., an Oregon corporation (“LNG Management”). LNG Management’s registered agent address is 1270 SE Monmouth Cutoff Road Dallas, OR 97338. Raymon E. Tate, Jr. serves as LNG Management’s Chief Executive Officer. Raymon E. Tate, Jr., together with Tim C. Tight and Michael R. Tate, serve as LNG Management’s Board of Directors. LNG Management holds 100,000 of American Gas & Technology LP’s Limited Partnership Units.
Controlling Members:	Raymon Tate holds 11,842,450 Limited Partnership Units, which constitutes over 91% of our currently outstanding units. As such, Mr. Tate will be able to exert a significant influence over the affairs of the Company at the present time, and will continue to do so after the completion of the offering
Independence:	We are not a blank check company, as such term is defined by Rule 419 promulgated under the Securities Act of 1933, as amended, as we have a specific business plan and we presently have no plans or intentions to engage in a merger or acquisition with an unidentified company, companies, entity or person.
Our Business
Description of Operations:	American Gas & Technology LP is a revolutionary energy technology company that plans to partner with commercial fleet businesses and install our liquefied natural gas (“LNG”) stations onsite. We are a development stage company, and we expect to use substantially all of the net proceeds from this offering to manufacture and install our liquefied natural gas stations. We currently focus on the Western United States.

Historical Operations:

Since inception, the Company has limited operations consisting primarily of fundraising, preliminary marketing efforts, preparation of our building for operations and preparing for this offering. As of September 30, 2016, we have an accumulated deficit of $142,209. Funding and equity in this period was spent acquiring technology and prototypes and we are in the process of refurbishing the prototypes so that they can be demonstrated to potential customers and investors. On June 30, 2016 Ramon Tate transferred to the Company in exchange for partnership units 100% ownership of all intellectual property associated with the LNG stations and future products and two demonstration LNG stations. The combined technology package represented $45 million of cash, equipment and labor investment. On June 30, 2016 Mr. Tate also executed an Assignment Agreement to transfer all ownership of the property in Dallas, Oregon consisting of two buildings totaling 132,000 square feet on 8.8 acres of land in the future after this offering has been approved. This transfer includes a $338,000 holdback reserve to be paid to Company and the Company’s taking on the $4,725,000 first and second mortgage. The most recent broker opinion analysis valued the property at $12-15 million.

Current Operations:

The Company is currently focused on fundraising, marketing, preparing our offices and manufacturing building, refurbishing and upgrading the LNG sales demonstration station and sourcing our capital raise requirements.

Growth Strategy:

The Company will seek to begin our business strategy upon completion of this offering. The timing of commencement of operations may be influenced by our relative success of this offering. We may not raise sufficient proceeds through this offering in order to fully execute our business plans.

The Offering

Through this offering we will register a total of 7,000,000 Limited Partnership units. These units represent 6,250,000 additional units to be issued by us and 750,000 units to be offered by our selling members. We may endeavor to sell all 6,250,000 units after this registration becomes qualified. Upon qualification of this offering statement, the selling members may also sell their own units, subject to certain limitations. The price at which the company offers these units is fixed at $7.00 per unit for the duration of the offering. The selling members will also sell their units at a fixed price of $7.00 per unit. We will receive all proceeds from the sale of our units less any applicable sales commissions. We will not receive any proceeds from the selling members.

Class of Securities Offered:	Limited Partnership Units, no par value.
No. of Units being offered by the Company:	6,250,000 Limited Partnership Units
No. of Units being offered by the Selling Members:	750,000 Limited Partnership Units
Offering Price:	The Company intends to offer the Limited Partnership Units at a fixed price of $7.00 per Unit. There is a $4,900 minimum purchase amount unless a lower amount is approved by the general partner.
No. of Units Outstanding:	As of the date of this Prospectus, there are 13,000,000 Limited Partnership Units issued and outstanding.
No. of Units after the Offering:	If the Company is successful in placing all 6,250,000 Limited Partnership Units here offered, then after the offering there will be 19,250,000 Limited Partnership Units issued and outstanding.
Termination of the Offering:	The offering will commence as of the effective date of this Prospectus and will terminate on the sooner of the sale of the maximum number of Units being sold, twelve months from the effective date of this Offering Statement or the decision by Company management to deem the offering closed.
Offering Cost:	We estimate our total offering registration costs to be $20,000. If we experience a shortage of funds prior to funding, our majority member has verbally agreed to advance funds to the Company to allow us to pay for offering costs, filing fees, and correspondence with our members; however, our majority member has no legal obligation to advance or loan funds to the Company.

Market for our Limited Partnership Units:

Our Limited Partnership Units are not listed for trading on any exchange or automated quotation system. We may seek to obtain a listing, although there can be no guarantee that we will be able to file and later have declared effective, a registration statement made pursuant to the Exchange Act of 1934. Moreover, there can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (FINRA), which operates the OTCQB Marketplace; nor can there be any assurance that such an application for quotation will be approved.

Best Efforts Offering:

We are offering Limited Partnership Units on a “best efforts” basis through our majority member, Raymon Tate, who will not receive any discounts or commissions for selling the Units. We intend to use commissioned sales agents or underwriters. In no event will we pay sales commissions over 10% of sales. There is no minimum number of Units that must be sold in order to close this offering.

RISK FACTORS

Investing in our Company involves risk. In evaluating the Company and an investment in the Limited Partnership Units, careful consideration should be given to the following risk factors, in addition to the other information included in this Offering circular. Each of these risk factors could materially adversely affect American Gas & Technology’s business, operating results or financial condition, as well as adversely affect the value of an investment in our Units. The following is a summary of the most significant factors that make this offering speculative or substantially risky. The company is still subject to all the same risks that all companies in its industry, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as cyber-security). Additionally, early-stage companies are inherently riskier than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

Risks Related to the Company

Our having generated no revenues from operations makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.

As of September 30, 2016, we have generated no revenues. As a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data. Because of the related uncertainties, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in revenues and expenses. If we make poor budgetary decisions as a result of unreliable data, we may never become profitable or incur losses, which may result in a decline in our Unit price.

The company has realized significant operating losses to date and expects to incur losses in the future

The company has operated at a loss since inception, and these losses are likely to continue. The Company’s net loss for the period inception through December 31, 2015 was $160, and for the nine-month period ending September 30, 2016 was $142,049. Until the company achieves profitability, it will have to seek other sources of capital in order to continue operations.

The Company has limited capitalization and a lack of working capital and as a result is dependent on raising funds to grow and expand its business.

The Company lacks sufficient working capital in order to execute our business plan. The ability of the Company to move forward with its objective is therefore highly dependent upon the success of the offering described herein. Should we fail to obtain sufficient working capital through this offering we may be forced to abandon our business plan.

Because we have a limited history of operations we may not be able to successfully implement our business plan.

We have less than one year of operational history in our industry. Accordingly, our operations are subject to the risks inherent in the establishment of a new business enterprise, including access to capital, successful implementation of our business plan and limited revenue from operations. We cannot assure you that our intended activities or plan of operation will be successful or result in revenue or profit to us and any failure to implement our business plan may have a material adverse effect on the business of the Company.

We are a recently organized limited partnership with a limited operating history, and we may not be able to successfully operate our business or generate sufficient operating cash flows to make or sustain distributions to our members.

We were formed on September 10, 2015, and we have a limited operating history. Our financial condition, results of operations and ability to make or sustain distributions to our members will depend on many factors, including:

•

our ability to identify potential customers and create relationships;

•

our ability to enter into contracts with customers on favorable terms;

•

our ability to contain restoration, maintenance, marketing and other operating costs;

•

our ability to absorb costs that are beyond our control, such as taxes, insurance premiums, litigation costs and compliance costs;

•

our ability to respond to changes in demand in our markets; and

•

economic conditions in our markets, as well as the condition of the economy generally.

We are dependent on the sale of our securities to fund our operations.

We are dependent on the sale of our securities to fund our operations, and will remain so until we generate sufficient revenues to pay for our operating costs. Neither or general partner nor any of our members have made any written commitments with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees. There can be no guarantee that we will be able to successfully sell our equity or debt securities. Such liquidity and solvency problems may force the Company to cease operations if additional financing is not available. No known alternative resources of funds are available in the event we do not generate sufficient funds from operations.

The Company is dependent on key personnel and loss of the services of any of these individuals could adversely affect the conduct of the company's business.

Our business plan is significantly dependent upon the abilities and continued participation of our general partner. It would be difficult to replace any of them at such an early stage of development of the Company. The loss by or unavailability to the Company of their services would have an adverse effect on our business, operations and prospects, in that our inability to replace them could result in the loss of one’s investment. There can be no assurance that we would be able to locate or employ personnel to replace our general partner should their services be discontinued. In the event that we are unable to locate or employ personnel to replace our general partner we would be required to cease pursuing our business opportunity, which would result in a loss of your investment.

Our Certificate of Limited Partnership and Limited Partnership Agreement limit the liability of, and provide indemnification for, our general partner.

Our Certificate of Limited Partnership generally limits our general partner’s personal liability to the Company and its members for breach of fiduciary duty as our general partner except for breach of the duty of loyalty or acts or omissions not made in good faith or which involve intentional misconduct or a knowing violation of law. Our Certificate of Limited Partnership and Limited Partnership Agreement, provide indemnification for our general partner to the fullest extent authorized by the Oregon General Corporation Law against all expense, liability, and loss, including attorney's fees, judgments, fines excise taxes or penalties and amounts to be paid in settlement reasonably incurred or suffered by our general partner in connection with any action, suit or proceeding, whether civil or criminal, administrative or investigative (hereinafter a “Proceeding") to which the general partner is made a party or is threatened to be made a party, or in which the general partner is involved by reason of the fact that he is or was our general partner of the Company, or is or was serving at the request of the Company whether the basis of the Proceeding is an alleged action in an official capacity as our general partner, or in any other capacity while serving as our general partner. Thus, the Company may be prevented from recovering damages for certain alleged errors or omissions by the general partner for liabilities incurred in connection with its good faith acts for the Company. Such an indemnification payment might deplete the Company's assets. Members who have questions regarding the fiduciary obligations of the general partner of the Company should consult with independent legal counsel. It is the position of the Securities and Exchange Commission that exculpation from and indemnification for liabilities arising under the Securities Act of 1933, as amended, and the rules and regulations thereunder is against public policy and therefore unenforceable.

The Company may not be able to attain profitability without additional funding, which may be unavailable.

The Company has limited capital resources. Unless the Company begins to generate sufficient revenues to finance operations as a going concern, the Company may experience liquidity and solvency problems. Such liquidity and solvency problems may force the Company to cease operations if additional financing is not available. No known alternative resources of funds are available in the event we do not generate sufficient funds from operations.

Risks Relating to Our Business

We have limited control over the activities on the properties our operations will take place on.

Our LNG Stations will be operated at other companies’ sites and will be monitored and operated by their employees. As a result, we have limited ability to influence or control the operation, including compliance with environmental, safety and other regulations. These limitations and our dependence on the operator could cause us to incur unexpected future costs, result in damages to the LNG Station and materially and adversely affect our financial conditions and results of operations.

Our insurance may not protect us against all of the operating risks to which our business is exposed.

The natural gas business involves numerous operating hazards such as well blowouts, mechanical failures, explosions, uncontrollable flows of natural gas, fires, formations with abnormal pressures, hurricanes, flooding, pollution, releases of toxic gas and other environmental hazards and risks, which can result in (i) damage to or destruction of production facilities, (ii) damage to or destruction of formations, (iii) injury to persons, (iv) loss of life, or (v) damage to property, the environment or natural resources. While we carry general liability insurance, and intend to carry additional insurance to cover mechanical breakdowns and the ensuing business interruptions, we are not fully insured against all risks incident to our business.

We face strong competition from larger oil and gas companies.

Our competitors include major oil and gas companies. Many of our competitors are large, well-established companies with substantially larger operating staffs and greater capital resources than ours. We may not be able to successfully conduct our operations, evaluate and select suitable business partners and consummate transactions in this highly competitive environment.

We will be dependent on our customers to remain active and reliant on liquefied natural gas.

Because we will be making a large initial investment in obtaining customers – including, at least, setting up out LNG Station at their location(s) and converting their vehicles to run on liquefied natural gas – our profitability will be dependent on our customers remaining active and profitable. We will take all reasonable and necessary steps in choosing and reviewing our business partners, but in the event that our customers do unexpectedly go out of business or substantially change their business plans such that their reliance on our liquefied natural gas diminishes, we could fail to recuperate the initial monies paid to set up their company to use liquefied natural gas. In the event that a large number of our customers go out of business or substantially decrease their reliance on our liquefied natural gas, our losses could too great for the company to bear.

Our operations are dependent upon the availability of natural gas; material decreases in supplies may adversely affect our sales and results of operations.

The availability of natural gas is essential to our operations. A material decline in natural gas could affect our profitability. Such a material decline in product supplies may be caused by natural disasters, adverse weather conditions, terrorist attacks and other events beyond our control. Such a shortage could have a material adverse effect on our product supplies and negatively affect our sales revenues.

A Substantial Or Extended Decline In Gasoline Prices May Adversely Affect Our Business, Financial Condition Or Results Of Operations And Our Ability To Meet Our Financial Commitments.

The price we receive for our liquefied natural gas products influences our potential revenues, our access to capital and ability to grow our business. The price we charge for our product will be dependent on the price of gasoline – we’ll offer our product at a fixed discount to the current gasoline prices. A substantial decline in gasoline prices would decrease our revenues and could cut into our profits. Gasoline is subject to wide price fluctuations in response to relatively minor

changes in supply and demand. Historically, the markets for gasoline have been volatile and will likely continue to be so in the future.

We may be dependent upon a relatively small number of customers for our revenues; should we lose any such customers, our revenues will be negatively impacted

We expect to derive our revenues, if any, from a small number of significant customers for the foreseeable future. Events that adversely affect the business operations of any one or more of significant customers may adversely affect our financial condition or results of operations. Therefore, we are indirectly subject to the business risks of significant customers, which could result in a material decline in the use of our product, and cause our revenues and results of operations to decline.

Our operations and sales volumes are dependent upon demand for petroleum products by customers; any decrease in this demand could adversely affect our business.

Our business depends in large part on the demand for our liquefied natural gas products by our customers. Our earnings and cash flow are dependent on this demand. The supply of and demand for our products can be affected by, among other things, changes in our customers’ business that affects their reliance on transportation.

Our business involves many hazards and operational risks, including adverse weather conditions, which could cause us to incur substantial liabilities and increased operating costs.

Our operations are subject to the many hazards inherent in the storage and transportation of products, including:

leaks or accidental releases of products or other materials into the environment, whether as a result of human error or otherwise;

explosions, fires, accidents, mechanical malfunctions, faulty measurement and other operating errors; and

acts of terrorism or vandalism.

If any of these events were to occur, we could suffer substantial losses because of personal injury or loss of life, severe damage to and destruction of tanks, pipelines and related property and equipment, and pollution or other environmental damage resulting in curtailment or suspension of our related operations and potentially substantial unanticipated costs for the repair or replacement of property and environmental cleanup. In addition, if we suffer accidental releases or spills of products at our LNG stations, we could be faced with material third-party costs and liabilities, including those relating to claims for damages to property and persons.

The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property or of paying personal injury or other damage claims could reduce the amounts available for distribution to our members.

Under various federal, state and local environmental laws, ordinances and regulations, a current or previous real property owner or operator may be liable for the cost of removing or remediating hazardous or toxic substances on, under or in such property. These costs could be substantial. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose liens on property or restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures or prevent us from entering into leases with prospective tenants that may be impacted by such laws. Environmental laws provide for sanctions for noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for the release of and exposure to hazardous substances. Third parties may seek recovery from real property owners or operators for personal injury or property damage associated with exposure to released hazardous substances and governments may seek recovery for natural resource damage. The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury, property damage or natural resource damage claims could reduce the amounts available for distribution to you.

Risks Related to Our Securities

There is no current established trading market for our Limited Partnership Units and if a trading market does not develop, purchasers of our securities may have difficulty selling their securities

There is currently no established public trading market for our Limited Partnership Units and an active trading market in our securities may not develop or, if developed, may not be sustained. While we may seek a quotation on a major national exchange or automated quotation system in the future, there can be no assurance that any such trading market will develop, and purchasers of the Units may have difficulty selling their Units should they desire to do so. No market makers have committed to becoming market makers for our Limited Partnership Units and none may do so.

The offering price of the Units being offered herein has been arbitrarily determined by us and bears no relationship to any criteria of value; as such, investors should not consider the offering price or value to be an indication of the value of the Units being registered.

Currently, there is no public market for our Limited Partnership Units. The offering price for the Units in this offering has been arbitrarily determined by us and is not based on assets, operations, book or other established criteria of value. Thus, investors should be aware that the offering price does not reflect the market price or value of our Limited Partnership Units.

We may, in the future, issue additional Limited Partnership Units, which would reduce investors’ percent of ownership and may dilute Unit value.

Our certificate of limited partnership does not restrict the number of Limited Partnership Units we may issue. As of the date of this prospectus the Company had 13,000,000 Units outstanding. The future issuance of Limited Partnership Units may result in substantial dilution in the percentage of our Units held by our then existing members. We may value any Units issued in the future on an arbitrary basis. The issuance of Units for future services or acquisitions or other corporate actions may have the effect of diluting the value of the Units held by our investors, and might have an adverse effect on any trading market.

We are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights.

We may offer to sell our Limited Partnership Units to investors pursuant to certain exemptions from the registration requirements of the Securities Act of 1933, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We may not seek any legal opinion to the effect that any such offering would be exempt from registration under any federal or state law. Instead, we may elect to relay upon the operative facts as the basis for such exemption, including information provided by investor themselves.

If any such offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which it has relied, we may become subject to significant fines and penalties imposed by the SEC and state securities agencies.

DILUTION

If you purchase any of the Units offered by this prospectus, your ownership interest will be diluted to the extent of the difference between the initial offering price per Unit and the pro forma as adjusted net tangible book value per Unit of our Limited Partnership Units immediately after this offering. Dilution results from the fact that the initial offering price per Unit is substantially in excess of the book value per Unit attributable to the existing members for the presently outstanding Units. As of September 30, 2016, our net tangible book value was $2,924,377 or $0.22 per Limited Partnership Unit. Net tangible book value per Unit represents the amount of our total tangible assets (excluding deferred offering costs) less total liabilities, divided by 13,000,000, the number of Limited Partnership Units outstanding at September 30, 2016.

The following table sets forth as of September 30, 2016, the number of Units purchased from us and the total consideration paid by our existing members and by new investors in this offering if new investors purchase 25%, 50%, 75% or 100% of the offering, after deduction of offering expenses, assuming a purchase price in this offering of $7.00 per Limited Partnership Unit.

	25% of Offering Sold	50% of Offering Sold	75% of Offering Sold	100% of Offering Sold
Offering Price Per unit	$7.00	$7.00	$7.00	$7.00
Post Offering Net Tangible Book Value	$13,836,877	$24,774,377	$35,711,877	$46,649,377
Post Offering Net Tangible Book Value Per unit	$0.95	$1.54	$2.02	$2.42
Pre-Offering Net Tangible Book Value Per unit	$0.22	$0.22	$0.22	$0.22
Increase (Decrease) Net Tangible Book Value Per Unit After Offering for Original Unitholder	$0.73	$1.31	$1.79	$2.20
Dilution Per Unit for New Unitholders	$6.05	$5.46	$4.98	$4.58
Percentage Dilution Per Unit for New Unitholders	86.43%	78.05%	71.16%	65.38%

Capital Contribution by Purchasers of Units	$10,937,500	$21,875,000	$32,812,500	$43,750,000
Capital Contribution by Existing Units	$3,066,585	$3,066,585	$3,066,585	$3,066,585
% Contribution by Purchasers of Units	78.10%	87.70%	91.45%	93.45%
% Contribution by Existing Unitholder	21.90%	12.30%	8.55%	6.55%
# of Units After Offering Held by Public Investors	1,562,500	3,125,000	4,687,500	6,250,000
# of Units After Offering Held by Existing Investors	13,000,000	13,000,000	13,000,000	13,000,000
Total Units Issued and Outstanding	14,562,500	16,125,000	17,687,500	19,250,000
% of Units - Purchasers After Offering	10.73%	19.38%	26.50%	32.47%
% of Units - Existing Unitholder After Offering	89.27%	80.62%	73.50%	67.53%

Assuming the Issuer sells the entire offer of 6,250,000 Units, after giving effect to the sale of units in this offering, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of September 30, 2016, would have been $46,649,377, or $2.42 per unit. This amount represents an immediate increase in the as adjusted net tangible book value of $2.20 per unit to our existing members and an immediate dilution in the as adjusted net tangible book value of approximately $4.58 per unit to new investors purchasing

Limited Partnership units in this offering. We determine dilution by subtracting the as adjusted net tangible book value per unit after the offering from the amount of cash that a new investor paid for one (1) Limited Partnership Unit.

SELLING UNITHOLDERS

The units being offered for resale by the selling unitholders consist of 750,000 of our Limited Partnership Units held by one (1) unitholder.

The following table sets forth the name of the selling unitholder, the number of limited partnership units beneficially owned by the selling unitholder as of February 16, 2017 and the number of Limited Partnership Units being offered by the selling unitholder. The units being offered hereby are being registered to permit public secondary trading, and the selling unitholder may offer all or part of the units for resale from time to time once the Company has sold 3,000,000 Limited Partnership Units in the offering. However, the selling unitholder is under no obligation to sell all or any portion of such units nor is the selling unitholder obligated to sell any units immediately upon effectiveness of this offering circular. All information with respect to share ownership has been furnished by the selling unitholder.

*The column “Percent of Limited Partnership Units owned after offering (if all units are sold)” includes the units also registered by the Company to be sold pursuant to this offering. This amounts to an additional 6,250,000 units.

Name of selling unitholder	Number of Limited Partnership Units owned prior to offering	Number of Limited Partnership Units to be sold	Number of Limited Partnership Units owned after offering (if all units are sold)	Percent of Limited Partnership Units owned after offering (if all units are sold)
Raymon E. Tate, Jr.	11,842,450	750,000	11,092,450	57.6%

Note: Mr. Raymon E. Tate, Jr. is the Chief Executive Officer and a Director of our general partner.

5. PLAN OF DISTRIBUTION

The Company is offering a maximum of 6,250,000 Limited Partnership Units on a no minimum, “best efforts” basis. We will sell the Units ourselves and also intend to use commissioned sales agents or underwriters. In no event will we pay sales commissions over 10% of sales. We will be selling our Units using our best efforts and no one has agreed to buy any of our Units. This prospectus permits our general partner to sell the Units directly to the public, with no commission or other remuneration payable to them for any Units they may sell. There is no minimum amount of Units we must sell so no money raised from the sale of our Units will go into escrow, trust or another similar arrangement. There is a minimum purchase amount of $4,900 per investor, anyone wishing to purchase less than the minimum subscription amount must petition the general partner for approval at the contact information provided in Part I of this Offering Statement.

The Units are being offered by Raymon Tate, the Company’s majority member and Chief Executive Officer and Director of the Company’s general partner. Mr. Tate will be relying on the safe harbor in Rule 3a4-1 of the Securities Exchange Act of 1934 to sell the Units. No sales commission will be paid for Units sold by Mr. Tate. Mr. Tate is not subject to a statutory disqualification and is not associated persons of a broker or dealer.

Additionally, Mr. Tate primarily performs substantial duties on behalf of the registrant otherwise than in connection with transactions in securities. Mr. Tate has not been a broker or dealer or an associated person of a broker or dealer within the preceding 12 months and he has not participated in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraph (a)4(i) or (a)4(iii) of Rule 3a4-1 of the Securities Exchange Act of 1934.

One (1) current unitholder reserves the right to offer for sale up to 750,000 Limited Partnership Units once the Company has sold at least 3,000,000 Limited Partnership Units. The Company may endeavor to help the current unitholder sell these units on their behalf. In no event will the company, or any commissioned sales agents, underwriters, or broker-dealers affiliated with the company, sell any of the units being offered for re-sale until after the company has sold 3,000,000 Units themselves. Thereafter, no more than one-half (50%) of the sales, either by the company or by any commissioned sales agents, underwriters, or broker-dealers, will be on behalf of the selling unitholder.

The offering will terminate upon the earlier to occur of: (i) the sale of all 7,000,000 Limited Partnership Units being offered, or (ii) 365 days after this registration statement is declared effective by the Securities and Exchange Commission. The general partner reserves the right to terminate this offer early for any reason.

We may pay selling commissions to participating broker-dealers who are members of FINRA for Units sold by them, equal to a percentage of the purchase price of the Limited Partnership Units. We may pay finder’s fees to persons who refer investors to us. We may also pay consulting fees to consultants who assist us with the Offering, based on invoices submitted by them for advisory services rendered. Consulting compensation, finder’s fees and brokerage commissions may be paid in cash. We may also reimburse them for due diligence and marketing costs on an accountable or non-accountable basis. We have not entered into selling agreements with any broker-dealers to date, though we may engage a FINRA registered broker-dealer firm for offering administrative services. Participating broker-dealers, if any, and others may be indemnified by us with respect to this offering and the disclosures made in this Offering Circular.

6. USE OF PROCEEDS TO ISSUER

We estimate that, at a per Unit price of $7.000 the net proceeds from the sale of the 6,250,000 Units in this Offering will be approximately $39,305,700, after deducting the estimated offering expenses of approximately $4,444,300, which included fees and commissions.

We will utilize the net proceeds from this offering to bring our production facility online, begin manufacturing our liquefied natural gas stations, general company operations, and the installation and operation of our initial LNG stations.

The following table below sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100% of the securities offered for sale in this offering by the company. For further discussion see the Company’s Plan of Operation.

	25% of Offering Sold	50% of Offering Sold		75% of Offering Sold	100% of Offering Sold
Offering Proceeds
Units	1,562,500	3,125,000	4,687,500		6,250,000
Gross Proceeds	$10,937,500	$21,875,000	$32,812,500		$43,750,000
Total Before Expenses	$10,937,500	$21,875,000	$32,812,500		$43,750,000

Offering Expenses
Legal & Accounting	$21,500	$21,500		$21,500	$21,500
Publishing/EDGAR	$2,000	$2,000		$2,000	$2,000
Transfer Agent	$12,900	$23,900		$34,800	$45,800
Fees and Commissions (10%)(1)	$1,093,800	$2,187,500		$3,281,300	$4,375,000
Total Offering Expenses	$1,130,200	$2,234,900		$3,339,600	$4,444,300
Amount of Offering Proceeds Available for Investment	$9,807,300	$19,640,100		$29,472,900	$39,305,700

Expenditures
Manufacturing and Fabrication Equipment	$2,000,000	$2,000,000		$8,500,000	$8,500,000
Production Engineering	$600,000	$1,200,000		$2,000,000	$2,000,000
R&D	$250,000	$1,250,000		$2,250,000	$2,250,000
SG&A	$600,000	$1,000,000		$1,500,000	$2,000,000
LNG Fueling Stations	$3,432,000	$8,250,000		$8,995,200	$14,747,600
Conversions	$1,801,200	$4,503,000		$4,658,040	$7,645,410
Facilities	$745,000	$685,000		$757,500	$757,500
Working Capital Reserves	$379,100	$752,100		$812,160	$1,405,190
Total Expenditures	$9,807,3000	$19,640,100		$29,472,900	$39,305,700

(1)

This is the maximum amount of commission. The Company may realize greater net proceeds.

The above figures represent only estimated costs. This expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the status of and results from operations. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering. We may find it necessary or advisable to use the net proceeds from this offering for other purposes, and we will have broad discretion in the application of net proceeds from this offering. Furthermore, we anticipate that we will need to secure additional funding to fully implement our business plan.

The company reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

7. DESCRIPTION OF BUSINESS

Our Company

American Gas and Technology LP (AG&T) is a revolutionary energy technology company providing the world’s ideal environmental alternative to gasoline and diesel – liquefied natural gas (LNG). Our patented, nano-scale, fully-automated refueling station, which is located onsite in the customer’s fleet yard, takes natural gas from the local utility company’s existing underground distribution network and produces, stores and dispenses LNG – a clean-burning, high-octane transportation vehicle fuel.

This liquid fuel can then be dispensed into vehicles that AG&T has converted to run on LNG. Our initial target market is fleet vehicles.

According to the National Academy of Sciences and the National Climate Assessment (NCA), climate change caused by greenhouse gases is very real. Former Department of Energy (DOE) Secretary Steven Chu, who also won the Nobel Prize in Physics (1997), is also quoted as saying that natural gas is the "genuine transition fuel" of the future.

America has sufficient reserves of clean-burning, low-cost natural gas to supply our domestic fuel needs for the next 100 years. And there is adequate existing technology to convert vehicles that currently use gasoline and diesel to operate with natural gas. In the world there are over 20 million natural-gas vehicles and yet in the U.S. there are only 160,000. The U.S. market is poised to grow dramatically.

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 at the same time. Natural gas is ultra-clean; it reduces greenhouse gas emissions and significantly cleans up our air. Natural gas provides lower fuel costs and lower vehicle maintenance costs for vehicle operators. Today’s new technology can produce natural gas vehicle fuel and make it conveniently available almost anywhere.

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 to achieve these environmental and economic benefits.

But 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 diesel as long as the challenge of supply and convenience can be resolved. AG&T has introduced a solution that solves all of the challenges of LNG and can rapidly accelerate the adoption of this ideal fuel.

This solution is making the LNG fuel onsite in the customer’s fleet vehicle yard rather than trucking the LNG fuel long distances over surface roads. Instead the local utility’s existing underground pipeline network brings the natural gas right to the site where it is converted to LNG. To make this extremely compelling for fleet operators, AG&T provides a turn-key solution with no out-of-pocket cost to the fleet customers. The customers just agree to purchase their fuel from AG&T at a discount to the local floating price of gasoline or diesel.

Because the raw feedstock cost of the natural gas that goes into making the LNG is currently less than $0.50 per gasoline-gallon equivalent, this provides significant opportunities for significant profits, even when sharing those profits with the customer.

Zeus Intelligence reports that of the 34 liquefied-natural-gas (LNG) plants in the United States the average production is nearly 100,000 gallons per day. What makes America Gas & Technology unique is our ability to produce LNG down to 300 gallons per day (nano-scale). AG&T liquefiers are portable and are scalable to fit the customized fuel needs of any sized fleet operator anywhere in the world.

What makes the investment prospects exciting with AG&T is simply the size of the market and how much fuel is actually consumed on an annual basis by a typical fleet operator. For example, a typical fleet vehicle consuming just one tank of fuel per day can utilize upwards of 4,000 gallons per year. Even with a small fleet operator you’re talking about tens of

thousands of gallons of fuel and an enormous cost of doing business. Under AG&T's fuel cost savings program AG&T strives to pass on upwards of a 15% savings to fleet operators while pocketing the balance for investors. Again, the beauty of this is simply in the power of numbers and how much fuel a typical fleet operator actually consumes every year.

AG&T believes that fleet operators sensitive to the environment and the problems associated with climate change will be attracted to liquefied natural gas (LNG) as a clean low-cost alternative transportation fuel. That is especially true if that can be done without the fleet operator’s incurring a capital cost and LNG can be provided at a price point below or equal to gas and diesel prices.

With proceeds from AG&T's current Private Placement Offering, funds are purposed to finish tooling up our newly-purchased 132,000 square-foot manufacturing and corporate headquarters plant in Dallas, Oregon, sixty miles south of Portland, Oregon and to jump start our initial production processes.

Products

While the majority of AG&T’s revenue will come from the sale of liquefied natural gas (LNG), the important breakthrough is AG&T’s LNG Station technology. AG&T’s LNG Stations are portable. They transport easily on a flatbed trailer and are small enough to fit onto an average fleet-yard driveway. This size advantage allows LNG Stations to be deployed directly where they are needed. AG&T has three primary target audiences:

Fleet Vehicle Operators - For transportation fuels

Landfill Waste Management - Gas remediation to energy solutions

Oil & Gas Drilling Sites - Fugitive gas emission management & control

AG&T has two primary station sizes. The L-300 produces 300 LNG gallons per day (approximately 200 gasoline-gallon equivalents (GGE) per day) and the L-1800 produces 1,800 LNG gallons per day (approximately 1,200 GGE per day). Due to their small size, AG&T LNG Stations are scalable to meet the customized demand requirements of a wide variety of users. For example, this is a specific advantage for landfill remediation, where landfill gases may take upwards of 15 years to peak and another 15 years to decline. The ability to add to and subtract from overall capacity illustrates perfectly the benefits of nano-scale liquefaction.

AG&T’s Technology

The Company owns significant technology (“AG&T’s Technology”) -- which include patents, knowhow and other patentable intellectual property researched and developed by the Founder and other members of the Management Team -- to produce natural gas vehicle stations and conversions. AG&T has received four patents covering 60 claims for its technology with approximately 50 more claims yet to be filed. These patents resulted from more than 20 years of research, development, prototyping and testing and $45 million of cash, equipment and labor investment. AG&T’s technology enables onsite production of ultra-pure LNG and CNG. The nano-scale station technology includes natural gas purification, LNG production, CNG production, fuel storage and onsite fuel dispensing — at each customer’s location. The technology has been developed, prototyped and fully-tested, and is now ready for manufacturing and distribution. In addition to patent protection, AG&T's equipment is highly technical, complicated and very difficult to replicate. In a nutshell, Management believes this to be a very strong barrier to entry for our potential competitors. Also, the AG&T nano-scale onsite approach enables us to deliver LNG fuel cheaper than our competition because our capital costs are approximately 50% of our competitors.

Third-Party Validation

U.S. Department of Energy – Brookhaven National Laboratory Report

"Based upon direct observations, the L-2000¹ is capable of manufacturing and storing Liquefied Natural Gas manufactured directly from pipeline natural gas."

The L-2000 is the intellectual predecessor of our LNG Stations, based on the same patents we now hold.

Employees:

Currently, the company has 10 full time employees. The company may hire a number of employees as needed after effectiveness of this offering primarily to support our acquisition and development efforts.

Legal Proceedings

We know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which our general partner or any of their respective affiliates, or any beneficial member, is an adverse party or has a material interest adverse to our interest.

8. DESCRIPTION OF PROPERTY

Our principal offices include a 31,000 square-foot administration headquarters building and a 101,000 square-foot manufacturing building, located on 8.8 acres at 1270 SE Monmouth Cutoff Road Dallas, OR 97338. On June 30, 2016, Raymon Tate exchanged a future assignment of 100% ownership of the property for Limited Partnership Units in the Company. In a December 14, 2016, broker opinion analysis the property value was estimated at between $12-15 million.

We do not currently lease or own any other real property.

9. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The company was incorporated in Oregon on September 10, 2015. Our principal executive offices are located at 1270 SE Monmouth Cutoff Road Dallas, OR 97338. We are a revolutionary energy technology company that plans to partner with commercial-fleet businesses and install our liquefied-natural-gas stations onsite. We expect to use substantially all of the net proceeds from this offering to manufacture and install liquefied natural gas stations.

Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and staff and raising capital. Accordingly, the Company is considered to be in the development stage, since we are devoting substantially all of our efforts to establishing our business and planned principal operations have not commenced. The Company has generated no revenues from operations and therefore lacks meaningful capital reserves.

Operating Results

As of September 30, 2016, we have not generated any revenues and incurred expenses of $142,209. Our operating expenses consist of the costs incurred in organizing the company and this offering, as well as fundraising and marketing. As a result, our net loss for the period from inception through September 30, 2016, was $142,209.

To meet our need for cash we are attempting to raise money from this offering. The maximum aggregate amount of this offering will be required to fully implement our business plan. If we are unable to successfully generate revenue, we may quickly use up the proceeds from this offering and will need to find alternative sources. If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely.

Liquidity and Capital Resources

As of September 30, 2016, the Company had $50,105 in cash, $338,000 in holdback reserve expected by February of 2017 and will be taking on first and second mortgage liabilities of $4,725,000 after this offering is approved. As of September 30, 2016, the Company has incurred total expenses since inception of $142,209, related to administrative, fundraising, marketing, and research. In management’s opinion, the Company’s cash position is insufficient to maintain its operations at the current level for the next 12 months. We are attempting to raise funds to proceed with our plan of operation. The Company hopes to raise $20,000,000 in this Offering. If we are successful at raising the maximum amount of this offering, we believe that such funds will be sufficient to fund our expenses over the next twelve months.

We are highly dependent upon the success of this offering, as described herein. Therefore, the failure thereof would result in the need to seek capital from other resources such as taking loans, which would likely not even be possible for the Company. However, if such financing were available, because we are a development-stage company with no operations to date, we would likely have to pay additional costs associated with high-risk loans and be subject to an above-market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing. If the Company cannot raise additional proceeds via a private placement of its equity or debt securities, or secure a loan, the Company would be required to cease business operations. As a result, investors would lose all of their investment.

Off-Balance Sheet Arrangements

As of September 30, 2016, we did not have any off-balance sheet arrangements.

Plan of Operations

Our plan of operations for the next twelve (12) months is as follows:

Manufacturing (6-12 months)

Bring manufacturing facility online, build beta units for use in demonstrations, and build first production units.

Estimated cost: The Company is allocating $2,500,000 to get the production facility acquired and do the necessary renovations, and a further $4,000,000 to purchase all the necessary equipment, machinery and hardware to begin production. The Company is allocating $2,400,000 to build the liquefiers and convert vehicles for demonstrations.

Marketing.

Begin road shows and advertising campaigns, and meet directly with businesses to demonstrate our liquefied- natural-gas stations’ uses and benefits.

Estimated cost: The Company is allocating $1,500,000 for its first year of marketing.

Operations.

Produce and install liquefied-natural-gas stations for our initial clients.

Estimated cost: The Company is allocating $5,500,000 for the manufacturing and installation of LNG stations and the necessary vehicle conversions in its first year.

We are highly dependent on the success of this offering to execute upon this proposed plan of operations. If we are unable to raise sufficient funds through this offering or obtain alternate financing in lieu of funds raised through this offering, we may never complete development and become profitable. In order to become profitable, we may still need to secure additional debt or equity funding above and beyond what we are seeking to raise through this offering. To such end, we hope to be able to raise additional funds from an offering of our stock in the future or loans. However, this offering may not occur, or if it occurs, it may not raise the required funding. We do not have any plans or specific agreements for new sources of funding at present.

10. GENERAL PARTNER AND SIGNIFICANT EMPLOYEES

Our general partner is LNG Management Services Inc., an Oregon corporation (“LNG Management”).

The table below lists our general partner, its formation date, and the date of its first appointment to such position. Each position is currently held with an indefinite term of office.

Name	Position	Formation	Date of First
			Appointment
LNG Management Services Inc. (1)	General Partner	September 1, 2016	September 1, 2016

(1)

LNG Management Services Inc. was incorporated under the laws of Oregon on September 1, 2016. LNG Management Services Inc.’s registered agent address is 1270 SE Monmouth Cutoff Road Dallas, OR 97338. Raymon Tate serves as LNG Management Services Inc.’s Chief Executive Officer. Raymon Tate, together with Tim C. Tight and Michael R. Tate, serve as LNG Management Services Inc.’s Board of Directors. LNG Management Services Inc. holds 100,000 of American Technology & Gas LP’s Limited Partnership Units. LNG Management Services Inc.’s Chief Executive Officer’s biography is as follows:

Raymon Tate

Mr. Ray Tate is one of the founding members of American Gas & Technology LP, serves as Chief Executive Officer of the Company’s General Partner, LNG Management Services Inc., and is the principal inventor of the AG&T LNG Station. With nearly 40 years of experience in the automotive industry, he is known as an automotive and transportation energy expert. Mr. Tate has worked extensively in mechanical and electronic automotive development, with his most significant experience being in the area of alternative-fuels development and operations. Mr. Tate is a former member of the U.S. Department of Energy Infrastructure Development Working Group Committee. He has served on the Board of Directors of the National Natural Gas Vehicle Coalition, an organization of more than 180 companies dedicated to the development of the alternative fuel, as well as the California Natural Gas Vehicle Coalition. Mr. Tate is a former Associate Member of the Society of Automotive Engineers. Mr. Tate developed and managed a $12 million portfolio of real estate in Northern California. He was also the Managing General Partner of a 10MW biomass cogeneration facility in northern California.

Code of Ethics Policy

We have not yet adopted a code of ethics that applies to our general partner.

General Partner

Our Limited Partnership Agreement provides that we shall have one (1) general partner. The general partner will serve until its successor is elected and qualified, subject to removal by Company vote of the members.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent persons, the functions that would have been performed by such committees are performed by our general partner. Thus, there is a potential conflict of interest in that our general partner has the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or general partner.

Corporate Governance

There have been no changes in any state law or other procedures by which security holders may recommend nominees to our general partner. In addition to having no nominating committee for that purpose, we currently have no specific audit committee and no audit committee financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.

Family Relationships

Michael R. Tate, brother of Founder Raymon E. Tate, Jr., serves on LNG Management’s Board of Directors.

Involvement in Certain Legal Proceedings

No general partner promoter or significant employee has been involved in the last ten years in any of the following:

Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses),

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting her involvement in any type of business, securities or banking activities,

Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity.

Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity.

Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.

Significant Employees

Mr. Ray Tate serves as Chief Executive Officer of the Company’s General Partner, LNG Management Services Inc.

11. COMPENSATION OF GENERAL PARTNER

The following table sets forth information about the annual compensation to date of each of our three highest-paid persons who were employees of our general partner during our last completed fiscal year.

		Cash	Other	Total
	Capacities in which	compensation	compensation	compensation
Name	compensation was received	($)	($)	($)
Raymon E. Tate, Jr.	CEO of General Partner	$22,250	-0-	-0-

Compensation of general partner

We do not compensate the CEO of our general partner for attendance at meetings. We reimburse the CEO of our general partner for reasonable expenses incurred during the course of their performance. We have no long-term incentive plans in place yet.

12. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following tables set forth the ownership, as of the date of this prospectus, of our Limited Partnership Units by each person known by us to be the beneficial owner of more than 5% of our outstanding Units, and our general partner. To the best of our knowledge, the persons named have sole voting and investment power with respect to such Units, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of Units beneficially owned by such person, which includes the number of Units as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of Units outstanding as of such date plus the number of Units as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our Limited Partnership Units listed below have sole voting and investment power with respect to the Units shown.

		Amount and
	Amount and	nature of
	nature of	beneficial	Percent
Name and address of beneficial	beneficial	ownership	of class
owner (1)	ownership (2)	acquirable	(3)
Raymon E. Tate, Jr.	11,842,450	-0-	91.1%
LNG Management Services Inc.	100,000	-0-	0.8%

	(1)	The address of those listed is 1270 SE Monmouth Cutoff Road Dallas, OR 97338
	(2)	Unless otherwise indicated, all Units are owned directly by the beneficial owner.
	(3)	Based on 13,000,000 Units outstanding prior to this Offering.

13. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Other than the issuance of Units, during the last fiscal year, there have been no transactions, or proposed transactions, which have materially affected or will materially affect us in which any general partner or beneficial holder of more than 5% of the outstanding Units, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest. We have no policy regarding entering into transactions with affiliated parties.

Conflicts of Interest and Corporate Opportunities

The general partner has acknowledged that under Oregon Corporate law that it must present to the Company any business opportunity presented to it that meets Oregon's standard for a corporate opportunity: (1) the Company is financially able to exploit the opportunity; (2) the opportunity is within the Company’s line of business; (3) the Company has an interest or expectancy in the opportunity; and (4) by taking the opportunity for its own, the corporate fiduciary will thereby be placed in a position inimical to its duties to the corporation. This is enforceable and binding upon the general partner. However, the Company has not adopted formal written policies or procedures regarding the process for how these corporate opportunities are to be presented to the Company. It is the Company’s intention to adopt such policies and procedures in the immediate future.

14. SECURITIES BEING OFFERED

Capital Stock

As of the date of this prospectus we had 13,000,000 units issued and outstanding and 25,000,000 authorized. The following is a summary of the rights of our capital stock as provided in our certificate of limited partnership and Limited Partnership Agreement. For more detailed information, please see our certificate of limited partnership and Limited Partnership Agreement, which have been filed as exhibits to the Offering Statement of which this Offering Circular is a part.

Limited Partnership Units

As of the date of this registration statement, there were 13,000,000 Limited Partnership Units issued and outstanding.

Voting Rights. The holders of the Limited Partnership Units are entitled to one vote for each Unit held of record on all matters submitted to a vote of the members. Under our certificate of limited partnership and Limited Partnership Agreement, our members will not have cumulative voting rights.

Dividends. Members are entitled to receive ratably those dividends, if any, as may be declared from time to time by the general partner out of legally available funds.

Liquidation Rights. In the event of our liquidation, dissolution or winding up, members will be entitled to share ratably in the net assets legally available for distribution to members after the payment of all of our debts and other liabilities.

Other Rights. Members have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the limited partnership units.

Rule 144

A person who has beneficially owned restricted Limited Partnership Units for at least six months would be entitled to sell their Units provided that (1) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (2) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. If we are not subject to the Exchange Act periodic reporting requirements, then non-affiliates then non-affiliates must hold the Limited Partnership Units for at least one year. Persons who have beneficially owned restricted Limited Partnership Units for at least six months but who are our affiliates at the time of, or any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period a number of Units that does not exceed the greater of either of the following:

• 1% of the number of Units then outstanding, which will equal 150,000 Limited Partnership Units immediately after this offering; and

• the average weekly trading volume of the Units during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.

15. FINANCIAL STATEMENTS

American Gas & Technology LP

Oregon Limited Partnership

Financial Statements and Independent Auditor’s Report

As of December 31, 2015, and for the period from

September 10, 2015 (inception) through December 31, 2015

American Gas & Technology LP

TABLE OF CONTENTS

		Page
INDEPENDENT AUDITOR’S REPORT		35
Balance Sheet		37
Statement of Operations		38
Statement of Changes in Unitholders’ Equity		39
Statement of Cash Flows		40
Notes to Financial Statements		41

To the Partners of

American Gas & Technology LP

Dallas, Oregon

INDEPENDENT AUDITOR’S REPORT

Report on the Financial Statements

We have audited the accompanying financial statements of American Gas & Technology LP (a limited partnership), which comprise the balance sheet as of December 31, 2015, and the related statements of operations, changes in unitholders’ equity, and cash flows for the period from September 10, 2015 (inception) to December 31, 2015, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

Artesian CPA, LLC

1624 Market Street, Suite 202 | Denver, CO 80202

p: 877.968.3330 f: 720.634.0905

info@ArtesianCPA.com | www.ArtesianCPA.com

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of American Gas & Technology LP as of December 31, 2015, and the results of its operations and its cash flows for the period from September 10, 2015 (inception) to December 31, 2015, in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter Regarding Going Concern

The accompanying financial statements have been prepared assuming that American Gas & Technology LP (the “Partnership”) will continue as a going concern. As described in Note 3 to the financial statements, the Partnership is newly formed and has not yet commenced planned principal operations nor generated revenues or profits since inception. These factors, among others, raise substantial doubt about the Partnership’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

/s/ Artesian CPA, LLC

Denver, Colorado

December 30, 2016

Artesian CPA, LLC

1624 Market Street, Suite 202 | Denver, CO 80202

p: 877.968.3330 f: 720.634.0905

info@ArtesianCPA.com | www.ArtesianCPA.com

AMERICAN GAS & TECHNOLOGY LP

BALANCE SHEET (AUDITED)

as of December 31, 2015

ASSETS
Current Assets
Cash and Equivalents	$ -
Total Current Assets	-

TOTAL ASSETS	$ -

LIABILITIES & UNITHOLDER'S EQUITY

Total Liabilities	$ -

Unitholders’ Equity:
Units, no par, 25,000,000 authorized, 1,354,186 issued and outstanding	160
Accumulated Deficit	(160)
Total Unitholders’ Equity	-

TOTAL LIABILITIES AND UNITHOLDERS’ EQUITY	$ -

See Independent Auditor’s Report and accompanying notes, which are an integral part of these financial statements.

AMERICAN GAS & TECHNOLOGY LP

STATEMENTS OF OPERATIONS (AUDITED)

For the period from September 10, 2015 (Inception) to December 31, 2015

Net revenues	$ -
Cost of revenues	-
Gross margin	-


Operating Expenses
General and administrative	160

Total Operating Expenses	160
Loss from Operations	(160)

Net Loss	$ (160)

See Independent Auditor’s Report and accompanying notes, which are an integral part of these financial statements.

AMERICAN GAS & TECHNOLOGY LP

STATEMENTS OF CHANGES IN UNITHOLDERS’ EQUITY (AUDITED)

For the period from September 10, 2015 (Inception) to December 31, 2015

	Partnership Units		Accumulated Deficit
	Units	Amount	Accumulated Deficit	Total Unitholders’ Equity

Balance at September 10, 2015 (inception)	-	$ -	$ -	$ -
Issuance of units	1,354,186	160		160
Net loss			(160)	(160)
Balance at December 31, 2015	1,354,186	$ 160	$ (160)	$ -

See Independent Auditor’s Report and accompanying notes, which are an integral part of these financial statements.

AMERICAN GAS & TECHNOLOGY LP

STATEMENTS OF CASH FLOWS (AUDITED)

For the period from September 10, 2015 (Inception) to December 31, 2015

OPERATING ACTIVITIES
	Net loss	$ (160)
Net cash used in operating activities		(160)

INVESTING ACTIVITIES
Net cash provided by investing activities		-

FINANCING ACTIVITIES
	Partner Capital Contribution	160
Net cash provided by financing activities		160

Net cash increase for period		-
Cash at beginning of period		-
Cash at end of period		$ -

See Independent Auditor’s Report and accompanying notes, which are an integral part of these financial statements.

AMERICAN GAS & TECHNOLOGY LP

NOTES TO THE FINANCIAL STATEMENTS

As of December 31, 2015 and for the period then ended

NOTE 1: NATURE OF OPERATIONS

American Gas & Technology LP (the “Partnership” or “Company”), is a limited partnership organized September 10, 2015 under the laws of Oregon. The Partnership was organized to build vehicle refueling stations that make liquefied natural gas (LNG) from natural gas at a customer’s facility.

As of December 31, 2015, the Partnership has not commenced planned principal operations nor generated revenue. The Partnership’s activities since inception have consisted of formation activities and preparations to raise capital. Once the Partnership commences its planned principal operations, it will incur significant additional expenses. The Partnership is dependent upon additional capital resources for the commencement of its planned principal operations and is subject to significant risks and uncertainties; including failing to secure funding to operationalize the Partnership’s planned operations or failing to profitably operate the business.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Partnership conform to accounting principles generally accepted in the United States of America (GAAP).

The Partnership has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; the Partnership does not present or disclose inception-to-date information and other remaining disclosure requirements of Topic 915.

The Partnership adopted the calendar year as its basis of reporting.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash Equivalents

The Partnership considers all highly liquid securities with an original maturity of less than three months to be cash equivalents.

Fair Value of Financial Instruments

Financial Accounting Standards Board (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

The carrying amounts reported in the balance sheets approximate their fair value.

Property and Equipment

The Company has a policy to capitalize expenditures with useful lives in excess of one year and costs exceeding $1,000. No property and equipment has been recorded as of December 31, 2015.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist of its cash. The Company will place its cash and cash equivalents with financial institutions of high credit worthiness and has a policy to not carry a balance in excess of FDIC insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

At December 31, 2015, the Company held no funds in excess of FDIC insurance limits.

Revenue Recognition

The Partnership recognizes revenue when: (1) persuasive evidence exists of an arrangement with the customer reflecting the terms and conditions under which products or services will be provided; (2) delivery has occurred or services have been provided; (3) the fee is fixed or determinable; and (4) collection is reasonably assured. No revenue has been earned or recognized as of December 31, 2015.

Organizational Costs

In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

Income Taxes

The Partnership is a limited partnership. Accordingly, under the Internal Revenue Code, all taxable income or loss flows through to its partners. Therefore, no provision for income tax has been recorded in the statements. Income from the Partnership is reported and taxed to the partners on their individual tax returns.

The Partnership complies with FASB ASC 740 for accounting for uncertainty in income taxes recognized in a Partnership’s financial statements, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. FASB ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Partnership’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Partnership’s financial statements. The Partnership believes that its income tax positions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position.

The Partnership may in the future become subject to federal, state and local income taxation though it has not been since its inception. The Partnership is not presently subject to any income tax audit in any taxing jurisdiction.

NOTE 3: GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Partnership is a business that was recently formed and has not commenced planned principal operations, plans to incur significant costs in pursuit of its capital financing plans, and has not generated any revenues since inception. Further, the Partnership has generated a net loss of $160 for the period from September 10, 2015 (inception) through December 31, 2015 and a corresponding accumulated deficit of $160 as of December 31, 2015. The Partnership’s ability to continue as a going concern in the next twelve months is dependent upon its ability to obtain capital financing from investors sufficient to meet current and future obligations and deploy such capital to produce profitable operating results. No assurance can be given that the Partnership will be successful in these efforts. These factors, among others, raise substantial doubt about the ability of the Partnership to continue as a going concern for a reasonable period of time.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Partnership be unable to continue as a going concern.

NOTE 4: UNITHOLDERS’ EQUITY

The Company is an Oregon limited partnership. There is one equity class with 25,000,000 common units authorized and every unit carries one vote.

On September 10, 2015 Raymon E. Tate, Jr. as the sole limited partner registered the Company and paid $150 in setup fees on behalf of the Company in exchange for 1,254,186 units.

On September 10, 2015 the general partner, LNG Management Services Inc. paid $10 in expenses in conjunction with registering the Company and was issued 100,000 units in the Company.

As of December 31, 2015 Raymon E. Tate, Jr. held 1,254,186 units and LNG Management Services Inc. held 100,000 units. 25,000,000 units were authorized and 1,354,186 were issued and outstanding.

NOTE 5: RECENT ACCOUNTING PRONOUNCEMENTS

In June 2014, the FASB issued Accounting Standards Update (ASU) 2014-10 which eliminated the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and stockholders’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods beginning after December 15, 2015. Early application is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Partnership has early adopted the new standard effective immediately.

In August 2014, the FASB issued ASU 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this update provide such guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period

of one year after the date that the financial statements are issued (or available to be issued). The amendments in this update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Partnership has not elected to early adopt this pronouncement.

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Partnership will adopt those that are applicable under the circumstances.

NOTE 6: SUBSEQUENT EVENTS

Subsequently, on March 28, 2016, the General Partner adopted a resolution, which called for the sale of 1,057,550 common units to employees and other related parties for total proceeds of $106.

Effective June 30, 2016, the Company entered into an assignment agreement, under which Mr. Tate transferred all of his intellectual property, two demonstration LNG stations, and various capital assets to the Company in exchange for 10,000,000 membership units.

Effective June 30, 2016, the Company entered into another assignment agreement under which Mr. Tate agreed to transfer the following at a future date in exchange for 522,600 membership units. These assets and liabilities have not yet been transferred, title remains with the original holders as of the issuance of these financial statements, and the ability to transfer these assets and liabilities is subject to the approval of the mortgage holders:

Full Ownership of real property consisting of land and two buildings in Dallas, Oregon.

A $338,000 holdback reserve to be paid out when the demonstration LNG station is refurbished and successfully produces and pumps the first batch of LNG into a vehicle.

Assumption of a $4,125,000 mortgage bearing 11% interest, with 23 monthly interest-only payments of $37,813 commencing on April 6, 2016 and ending on February 8, 2018 and a final estimated balloon payment of $4,162,813 on March 8, 2018. The loan is secured by the real property, and Mr. Tate has personally guaranteed the loan.

Assumption of a $600,000 second mortgage bearing 6% interest commencing on April 6, 2016 and ending on October 6, 2017 for a total term of 18 months. The terms of this note call for the Company to establish an interest-bearing reserve of $36,000 against interest during the first year. Beginning April 6, 2017 the Company shall make amortized monthly payments of $5,038. On the due date of this Note, October 1, 2017, Company shall make a single payment of the remaining principal balance of $587,000. The loan is secured by the real property, and Mr. Tate has personally guaranteed the loan.

Mr. Tate continued to fund the Company in exchange for additional units and provided a significant amount of additional capital equipment, computer supplies, and furniture for both administration and manufacturing. On September 30, 2016, Mr. Tate received a total of 65,664 membership units in exchange for these partner capital contributions.

Management has evaluated subsequent events through December 30, 2016, the date the financial statements were available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in these financial statements.

AMERICAN GAS & TECHNOLOGY LP

FINANCIAL STATEMENTS

as of September 30, 2016 and for the period from

September 10, 2015 (Inception) through December 31, 2015 and

from January 1, 2016 to September 30, 2016

		Page
Balance Sheet		46
Statement of Operations		47
Statement of Changes in Unitholders’ Equity		48
Statement of Cash Flows		49
Notes to Financial Statements		50

AMERICAN GAS & TECHNOLOGY LP

BALANCE SHEET (UNAUDITED)

as of September 30, 2016

	Sep 30, 2016	Dec 31, 2015
ASSETS
Current Assets
Cash and Equivalents	$ 50,105	-
Holdback for Demo Station	338,000	-
Total Current Assets	388,105	-

Fixed Assets
Vehicles	30,988
Liquefier Stations	2,400,000
Equipment	59,311
Furniture & Fixtures	51,723
Accumulated Depreciation	(5,750)
Total Fixed Assets	2,536,272	-

TOTAL ASSETS	$ 2,924,377	-

LIABILITIES & UNITHOLDERS’ EQUITY

Total Liabilities	-	-


Unitholder's Equity
Units, no par, 25,000,000 authorized, 13,000,000 issued and outstanding	$ 3,066,585	$ 160
Accumulated Deficit	(142,209)	(160)
Total Unitholders’ Equity	2,924,377	-

TOTAL LIABILITIES AND UNITHOLDERS’ EQUITY	$ 2,924,377	$ -

The accompanying notes are an integral part of these financial statements.

AMERICAN GAS & TECHNOLOGY LP

STATEMENTS OF OPERATIONS (UNAUDITED)

	Jan 1 –Sep 30, 2016	Sep 10 – Dec 31, 2015
Net Revenue	-	-
Cost of revenues	-	-
Gross Margin	-	-


Operating Expenses
General and administrative	$ 109,576	$ 160
Sales and marketing	24,301
R&D	1,439
Manufacturing	982
Depreciation Expense	5,750
Total Operating Expenses	142,049	160

Loss from Operations	(142,049)	(160)
Net Loss	$ (142,049)	$ (160)

Net loss per unit attributable to common unitholders	(0.01)	(0.00)
Weighted-average number of common units outstanding	13,000,000	1,354,186

The accompanying notes are an integral part of these financial statements.

AMERICAN GAS & TECHNOLOGY LP

STATEMENTS OF CHANGES IN UNITHOLDERS’ EQUITY (UNAUDITED)

For the period from September 10, 2015 (Inception) to December 31, 2015, and

for the period from January 1, 2016 to September 30, 2016

	Partnership Units
	Units	Amount	Accumulated Deficit	Total Unitholders’ Equity

Balance at Sept. 10, 2015 (inception)	-	$ -	$ -	$ -
Issuance of units	1,354,186	160		160
Net loss			(160)	(160)
Balance at December 31, 2015	1,354,186	$ 160	$ (160)	$ -
Issuance of units	11,645,814	3,066,425		3,066,425
Net loss			(142,049)	(142,049)
Balance at September 30, 2016	13,000,000	$3,066,585	$ (142,209)	$ 2,924,377

The accompanying notes are an integral part of these financial statements.

AMERICAN GAS & TECHNOLOGY LP

STATEMENTS OF CASH FLOWS (UNAUDITED)

For the period from September 10, 2015 (Inception) to December 31, 2015, and

For the period from January 1, 2016 to September 30, 2016

		Jan-Sep 2016	Dec 2015
OPERATING ACTIVITIES
	Net loss	(142,049)	(160)
	Depreciation Expense	5,750
	Increase in Property Holdback Reserve	(338,000)
Net cash provided by Operating Activities		(474,300)	(160)

INVESTING ACTIVITIES
	Vehicles	(30,988)
	Demonstration LNG Stations	(2,400,000)
	Equipment	(59,311)
	Furniture & Fixtures	(51,723)
Net cash provided by Investing Activities		(2,542,022)	0

FINANCING ACTIVITIES
	Partner Capital Contribution	3,066,425	160
Net cash provided by Financing Activities		3,066,425	160

Net cash increase for period		50,105	0
Cash at beginning of period		0	0
Cash at end of period		50,105	0

The accompanying notes are an integral part of these financial statements.

AMERICAN GAS & TECHNOLOGY LP

NOTES TO THE FINANCIAL STATEMENTS

For the period from September 10, 2015 (Inception) to December 31, 2015, and

For the period from January 1, 2016 to September 30, 2016

NOTE 1: NATURE OF OPERATIONS

As of September 30, 2016, the Partnership has not commenced planned principal operations nor generated revenue. The Partnership’s activities since inception have consisted of formation activities and preparations to raise capital. Once the Partnership commences its planned principal operations, it will incur significant additional expenses. The Partnership is dependent upon additional capital resources for the commencement of its planned principal operations and is subject to significant risks and uncertainties; including failing to secure funding to operationalize the Partnership’s planned operations or failing to profitably operate the business.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Partnership conform to accounting principles generally accepted in the United States of America (GAAP).

The Partnership adopted the calendar year as its basis of reporting.

Use of Estimates

Cash Equivalents

The Partnership considers all highly liquid securities with an original maturity of less than three months to be cash equivalents.

Fair Value of Financial Instruments

unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

The carrying amounts reported in the balance sheets approximate their fair value.

Property and Equipment

The Company has a policy to capitalize expenditures with useful lives in excess of one year and costs exceeding $1,000. Property and equipment are stated at cost. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the assets, which range from 5 to 39 years. Leasehold improvements are amortized over the shorter of the useful life of the related assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in income for the period.

Concentrations of Credit Risk

At September 30, 2016, the Company held no funds in excess of FDIC insurance limits.

Revenue Recognition

Organizational Costs

Income Taxes

return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. FASB ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Partnership’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Partnership’s financial statements. The Partnership believes that its income tax positions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position.

NOTE 3: GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Partnership is a business that was recently formed and has not commenced planned principal operations, plans to incur significant costs in pursuit of its capital financing plans, and has not generated any revenues since inception. Further, the Partnership has generated a net loss of $160 for the period from September 10, 2015 (inception) through December 31, 2015 and a net loss of $142,049 for the period from January 1, 2016 through September 30, 2016 and a corresponding accumulated deficit of $160 as of December 31, 2015 and $142,209 as of September 30, 2016. The Partnership’s ability to continue as a going concern in the next twelve months is dependent upon its ability to obtain capital financing from investors sufficient to meet current and future obligations and deploy such capital to produce profitable operating results. No assurance can be given that the Partnership will be successful in these efforts. These factors, among others, raise substantial doubt about the ability of the Partnership to continue as a going concern for a reasonable period of time.

NOTE 4: UNITHOLDERS’ EQUITY

The Company is an Oregon limited partnership. There is one equity class with 25,000,000 common units authorized and every unit carries one vote.

On September 10, 2015 Raymon E. Tate, Jr. as the sole limited partner registered the Company and paid $150 in setup fees on behalf of the Company in exchange for 1,254,186 units.

On September 10, 2015 the general partner, LNG Management Services Inc. paid $10 in expenses in conjunction with registering the Company and was issued 100,000 units in the Company.

As of December 31, 2015 Raymon E. Tate, Jr. held 1,254,186 units and LNG Management Services Inc. held 100,000 units. 25,000,000 units were authorized and 1,354,186 were issued and outstanding.

Subsequently, on March 28, 2016, the General Partner adopted a resolution, which called for the sale of 1,057,550 common units to employees and other related parties for total proceeds of $106.

financial statements, and the ability to transfer these assets and liabilities is subject to the approval of the mortgage holders:

Full Ownership of real property consisting of land and two buildings in Dallas, Oregon.

A $338,000 holdback reserve to be paid out when the demonstration LNG station is refurbished and successfully produces and pumps the first batch of LNG into a vehicle.

NOTE 5: RECENT ACCOUNTING PRONOUNCEMENTS

In August 2014, the FASB issued ASU 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this update provide such guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Partnership has not elected to early adopt this pronouncement.

NOTE 6: SUBSEQUENT EVENTS

PART III

15. INDEX TO EXHIBITS

Exhibit 2a	Certificate of Limited Partnership
Exhibit 2b	Limited Partnership Agreement
Exhibit 6a	Assignment of Assets and Intellectual Property (filed herewith)
Exhibit 6b	Assignment of Real Property (filed herewith)
Exhibit 11a	Consent of Independent Auditor (filed herewith)
Exhibit 12a	Attorney Opinion (filed herewith)

AMERICAN GAS & TECHNOLOGY LP

16. SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Oregon, on February 16, 2017.

	American Gas & Technology LP

	By:	/s/Raymon E. Tate Jr.
	Name:	LNG Management Services Inc.
	Title:	General partner
		(Principal Executive, Financial and Accounting Officer)
	By:	Raymon Tate
	Its:	Chief Executive officer and Director

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

Signature	Title	Date

/s/Raymon E. Tate Jr.		February 16, 2017
LNG Management Services Inc. By: Raymon Tate Its: Chief Executive Officer and Director	General Partner (Principal Executive, Financial and Accounting Officer)