X0202 4 2006-04-03 0 0000808013 NORTH AMERICAN TECHNOLOGIES GROUP INC /TX/ NATK 0001358365 Opus 5949, LLC 5949 SHERRY LANE SUITE 1900 DALLAS TX 75225 0 0 1 0 Common Stock $.001 par value 2006-04-03 4 J 0 1546961 A 7976614 D Common Stock $.001 par value 2006-04-03 4 J 0 256906 A 655534 I by Sponsor Investments, LLC Common Stock $.001 par value 2006-04-03 4 J 0 317157 A 972691 I by Sponsor Investments, LLC North American Technologies Group, Inc. (NATK) and its subsidiaries, TieTek LLC and TieTek Technologies, Inc., 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 itnerest payments to Opus in the form of shares of NATK common stock, $.001 par value ("Common Stock"). Pursuant to the Amended and Restated Note, first quarter interest due and payable to Opus was $245,000. The Common Stock value (determined as of the 20 trading days prior to April 3, 2006) was $0.1584 which resulted in the issuance of 1,546,961 shares of Common Stock to Opus. On July 7, 2005, Sponsor Investments, LLC ("Sponsor") entered into a Securities Purchase Agreement (the "July Agreement") by and among NATK, Toibb Investment LLC, Michael Toibb, Scott M. and Cheryl L. Hergott Living Trust, Crestview Capital Master, LLC, Midsummer Investment Ltd. and Islandia, L.P. Pursuant to the July Agreement, NATK issued to Sponsor a 7% Convertible Debenture in the original principal amount of $2,325,000 originally due July 7, 2006 ("July Debenture"). The July Debentures were extended to provide for a December 31, 2006 due date. The July Debenture allows NATK to make quarterly interest payments to holders of the July Debenture by issuing shares of Common Stock. Pursuant to the July Debenture, the first quarter interest payment to Sponsor in the amount of $40,587.50 was converted at the interest conversion rate of $0.1584 which resulted in the issuance of 256,906 shares of Common Stock. 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. On December 28, 2005, Sponsor Investments, LLC ("Sponsor") entered into a Securities Purchase Agreement (the "December Agreement")by and among North American Technologies Group, Inc. (NATK), Crestview Capital Master, LLC, Enable Growth Partners, LP, Enable Opportunity Partners, LP, Midsummer Investment Ltd. and Islandia, L.P. Pursuant to the December Agreement, NATK issued to Sponsor a 7% Convertible Debenture in the original principal amount of $2,935,606 due December 31, 2006 ("December Debenture"). The December Debenture allows NATK to make quarterly interest payments to holders of the December Debenture by issuing shares of Common Stock. Pursuant to the December Debenture, the first quarter interest payment to Sponsor in the amount of $52,514.73 was converted at a rate of $0.1584 which resulted in the issuance of 331,585 shares of Common Stock. By: Sammons VPC, Inc., Managing Member; By: Heather Kreager, Vice President 2006-04-05