SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                  FORM 12b-25

                                                 Commission File Number  0-16217

                          NOTIFICATION OF LATE FILING


 (Check One):  [ ] Form 10-K  [X] Form 10-KSB  [ ] Form 11-K  [ ] Form 20-F
                    [ ] Form 10-Q           [ ] Form N-SAR

                      For Period Ended:  December 31, 2001

[ ] Transition Report on Form 10-K          [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F          [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K

For the Transition Period Ended:
                                 ----------------------------------------------

     Read attached instruction sheet before preparing form.  Please print or
type.

     Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

     If the notification relates to a portion of the filing checked above
identify the Item(s) to which the notification relates:



                       PART I.     REGISTRANT INFORMATION


Full name of registrant   NORTH AMERICAN TECHNOLOGIES GROUP, INC.
                          -----------------------------------------------------

Former name if applicable
                          -----------------------------------------------------

Address of principal executive office (Street and number)

14315 West Hardy Road
- -------------------------------------------------------------------------------

City, State and Zip Code   Houston, Texas 77060
                           ----------------------------------------------------

                       PART II.  RULE 12b-25 (b) AND (c)

     If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.  (Check appropriate box.)


[X]  (a) The reasons described in reasonable detail in Part III of this form
         could not be eliminated without unreasonable effort or expense;

[X]  (b) The subject annual report, semi-annual report, transition report on
         Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be
         filed on or before the 15th calendar day following the prescribed due
         date; or the subject quarterly report or transition report on Form 10-
         Q, or portion thereof will be filed on or before the fifth calendar day
         following the prescribed due date; and

[ ]  (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
         has been attached if applicable.


                             PART III.   NARRATIVE

     State below in reasonable detail the reasons why Form 10-K,  Form 10-KSB,
11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be
filed within the prescribed time period.  (Attach extra sheets if needed.)

     North American Technologies Group, Inc. (the "Company") is in the process
of a recapitalization pursuant to which Company has provided the holders of its
Series F, G, H, and I Preferred Stock with exchange agreements providing for the
exchange of their shares for shares of the Company's newly authorized 5%
Convertible Preferred Stock.  A substantial holder of the Company's old series
of Preferred Stock has not yet returned its exchange agreement. That holder's
failure to execute and return its exchange agreement could have a material
impact on the disclosures required in the Company's Form 10-KSB.


                          PART IV.  OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification

Henry Sullivan                  (281)            847-0029
- --------------------------------------------------------------------------------
     (Name)                  (Area Code)      (Telephone number)


(2)  Have all other periodic reports required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during preceding 12 months or for such shorter period that the
     registrant was required to file such report been filed? If the answer is
     no, identify report(s). [X] Yes    [ ] No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion
     thereof? [X] Yes    [ ] No


     If so:  attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

It is anticipated that the Company's results of operations will reflect an
increase in sales from $94,558 for 2000 to $1,609,888 in 2000 and an increase in
comprehensive loss from $2,414,861 for 2000 to $3,793,837 in 2001.

                    NORTH AMERICAN TECHNOLOGIES GROUP, INC.
- --------------------------------------------------------------------------------
                  (Name of registrant as specified in charter)


Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date   4/2/02                           By:  /s/ Henry W. Sullivan
                                             ----------------------------------
                                             Henry W. Sullivan
                                             President and CEO


     Instruction.  The form may be signed by an executive officer of the
     registrant or by any other duly authorized representative.  The name and
     title of the person signing the form shall be typed or printed beneath the
     signature.  If the statement is signed on behalf of the registrant by an
     authorized representative (other than an executive officer), evidence of
     the representative's authority to sign on behalf of the registrant shall be
     filed with the form.

                                   ATTENTION

     Intentional misstatements or omissions of fact constitute Federal criminal
     violations (see 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

     1.  This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.

     2.  One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act.  The information  contained in or filed
with the form will be made a matter of the public record in the Commission
files.

     3.  A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities of
the registrant is registered.

     4.  Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished.  The form shall
be clearly identified as an amended notification.

     5.  Electronic Filers.  This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.  Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.