X0202 4 2005-10-01 0 0000808013 NORTH AMERICAN TECHNOLOGIES GROUP INC /TX/ NATK 0001318537 Sponsor Investments, LLC TWO LINCOLN CENTER 5420 LBJ FREEWAY, SUITE 1450 DALLAS TX 75240 0 0 1 0 Common Stock $.001 par value 2005-10-01 4 J 0 176723 A 176723 D Common Stock $.001 par value 2005-10-01 4 J 0 551628 A 5093450 I by Opus 5949, LLC Common Stock $.001 par value 2006-01-01 4 J 0 221905 A 398628 D Common Stock $.001 par value 2006-01-01 4 J 0 1336203 A 6429653 I by Opus 5949, LLC On July 7, 2005, Sponsor Investments, LLC ("Sponsor") entered into a Securities Purchase Agreement (the "July Agreement") by and among North American Technologies Group, Inc. (NATK), Toibb Investment LLC, Michael Toib, Scott M. and Cheryl L. Hergott Living Trust, Crestview Capital Master, LLC, Midsummer Investment Ltd. and Islandia, L.P. Pursuant to the Agreement, NATK issued to Sponsor a 7% Convertible Debenture in the original principal amount of $2,325,000 due July 7, 2006 ("July Debenture"). The July Debenture allows NATK to make quarterly interest payments to holders of the July Debenture by issuing shares of NATK common stock, $.001 par value ("Common Stock"). Pursuant to the Agreement, third quarter interest in the amount of $38,879 was converted at a rate of $.22 which resulted in the issuance of 176,723 shares of Common Stock. NATK and its subsidiaries TieTek LLC ("TieTek") and TieTek Technologies, Inc. ("TTT") are parties to a Construction Loan Agreement dated February 4, 2004, as amended, with Opus 5949 LLC ("Opus") (the "Construction Loan") with a principal amount of $14,000,000. On July 7, 2005, the parties entered into an Amended and Restated Promissory Note ("Amended and Restated Note") pursuant to which NATK may make quarterly interest payments to Opus in the form of shares of NATK common stock, $.001 par value ("Common Stock). Third quarter interest due and payable to Opus was $234,111.11. The Common Stock value (determined as of the 20 trading days prior to October 1, 2005) was $.4244 which resulted in the issuance of 551,628 shares of Common Stock to Opus. Sponsor and Opus are ultimately under the common control of Consolidated Investment Services, Inc., a Nevada corporation. The reporting person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose. NATK issued 221,905 shares of Common Stock to Sponsor as payment of fourth quarter interest under the July Debenture. Pursuant to the July Debenture, interest to Sponsor in the amount of $41,591.66 was converted at a rate of $.18743 which resulted in the issuance of 221,905 shares of Common Stock. NATK issued 1,336,203 shares of Common Stock to Opus as payment of fourth quarter interest under the Amended and Restated Note. Pursuant to the Amended and Restated Note, interest to Opus in the amount of $250,444.45 was converted at a rate of $.19 which resulted in the issuance of 1,336,203 shares of Common Stock. By: Herakles Investments, Inc., Managing Member; By /s/ Heather Kreager, Vice President 2005-02-02