Amendment No. 2 to Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AIHbAJu5Nao/nAatV4fGzC198wUL4R5PL2NrLISq4xD86wcI652aQQGAI00eD13Z NKrd7CvAQz5bVssmBdGTVw== 0001193125-05-002956.txt : 20050107 0001193125-05-002956.hdr.sgml : 20050107 20050107121225 ACCESSION NUMBER: 0001193125-05-002956 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050107 DATE AS OF CHANGE: 20050107 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH AMERICAN TECHNOLOGIES GROUP INC /MI/ CENTRAL INDEX KEY: 0000808013 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 330471789 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42313 FILM NUMBER: 05517516 BUSINESS ADDRESS: STREET 1: 14315 WEST HARDY ROAD STREET 2: SUITE 301 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 281-847-0029 MAIL ADDRESS: STREET 1: 14315 WEST HARDY ROAD STREET 2: SUITE 301 CITY: HOUSTON STATE: TX ZIP: 77060 FORMER COMPANY: FORMER CONFORMED NAME: MAIL BOXES COAST TO COAST INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AVALANCHE RESOURCES LTD CENTRAL INDEX KEY: 0001123872 IRS NUMBER: 752679337 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 140978 CITY: DALLAS STATE: TX ZIP: 75214 BUSINESS PHONE: 2144260573 MAIL ADDRESS: STREET 1: PO BOX 140978 CITY: DALLAS STATE: TX ZIP: 75214 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 2 TO SCHEDULE 13D Amendment No. 2 to Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT

TO RULE 13d-2(a)

(Amendment No. 2)

North American Technologies Group, Inc.

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

657193207

(CUSIP Number)

John W. Menke, Esq.

Boyer & Ketchand

Nine Greenway Plaza, Suite 3100

Houston, Texas 77046

(713) 871-2025

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 12, 2004

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.


CUSIP NO. 657193207		13D		Page 2 of 4 Pages


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Avalanche Resources, Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS* WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Texas

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. SOLE VOTING POWER

8. SHARED VOTING POWER

9. SOLE DISPOSITIVE POWER

10. SHARED DISPOSITIVE POWER


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0
14.	TYPE OF REPORTING PERSON* PN

This Amendment No. 2 to Schedule 13D amends the original filing by Avalanche Resources, Ltd. (“Avalanche”) on Schedule 13D dated September 29, 2000, as amended by Amendment No. 1 to Schedule 13D dated December 27, 2001.

ITEM 1. Security of the Issuer.

This statement relates to the Common Stock, par value $.001, of North American Technologies Group, Inc., a Delaware corporation (the “Issuer”), which has its principal business office at 14315 West Hardy Road, Houston, Texas 77060.

ITEM 4. Purpose of Transactions.

On November 8, 2004, the Issuer entered into a Common Stock Purchase Agreement (the “Stock Purchase Agreement”) with Avalanche, Kevin C. Maddox (“Maddox”) and an investment group composed of Big Bend XI Investments, Ltd., Crestview Capital Master, LLC, Midsummer Investment Ltd., HLTFFT, LLC, Richard Kiphart, Islandia, L.P. and Crestview Warrant Fund, L.P. (collectively, the “Purchasers”) in which Avalanche and Maddox agreed to sell all 34,338,246 shares of Common Stock of the Issuer (the “Shares”) and warrants to purchase 3,719,768 shares of Common Stock of the Issuer (the “Seller Warrants”) owned by them to the Purchasers (the “Sale Transaction”). Following the closing of the Sale Transaction, Avalanche has no interest in the common stock of the Issuer.

ITEM 5. Interest in Securities of the Issuer.

(a) As of November 12, 2004, Avalanche beneficially owns no shares of common stock of the Issuer.

(b) N/A

(c) In the Sale Transaction described in Item 4 above, the Purchasers paid an aggregate of $10,800,000 in cash (the “Proceeds”) to Avalanche and Maddox for the Shares and the Seller Warrants (collectively the “Securities”), at prices ranging from $.25 to $.40 per share, for an average price per share of $.31 for the Shares and $350,000 for the Seller Warrants. The Sale Transaction was closed on November 12, 2004.

(d) N/A

(e) On November 12, 2004, Avalanche ceased to be the beneficial owner of more than five percent of the Issuer’s common stock.

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Contemporaneously with the execution of the Stock Purchase Agreement, and as a condition to the closing of the transactions contemplated thereby, Avalanche, Maddox and the Issuer entered into an Exchange Agreement (the “Exchange Agreement”) with Sponsor Investments, LLC (“Sponsor”) in which Sponsor agreed to exchange its option to acquire a 49.9% ownership interest in

TieTek LLC, the Issuer’s operating subsidiary, and other consideration for the issuance of 43,114 shares of a new Series CC Preferred Stock of the Issuer and a warrant (the “Warrant”) to purchase additional shares of Series CC Preferred Stock of the Issuer (the “Sponsor Transaction”). The 43,114 shares of Series CC Preferred Stock would be convertible into approximately 39,920,190 shares of the Issuer’s Common Stock, and the Preferred Stock purchasable under the Sponsor Warrant would be convertible into an estimated 8,479,594 shares of the Issuer’s Common Stock.

In accordance with the terms of the Exchange Agreement, Avalanche and Maddox entered into a Pledge Agreement under which they delivered $1,500,000 of the Proceeds of the sale of the Securities into a pledge account to secure the indemnification obligations of Avalanche and Maddox under the Exchange Agreement.

As of the date of this filing, the Sponsor Transaction had not yet closed.

ITEM 7. Material to be Filed as Exhibits.

Stock Purchase Agreement among Avalanche, Maddox, the Issuer and the Purchasers dated November 8, 2004 (filed as Exhibit 10.17 to the Issuer’s Form 10-QSB for the period ending September 30, 2004, and incorporated herein by reference).

Exchange Agreement among Avalanche, Maddox, the Issuer and Sponsor dated November 8, 2004 (filed as Exhibit 10.18 to the Issuer’s Form 10-QSB for the period ending September 30, 2004, and incorporated herein by reference).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: January 6, 2005	AVALANCHE RESOURCES, LTD.

	By:	Avalanche Management Corporation,
	Its General Partner

	By:	/s/ Kevin C. Maddox
		Kevin C. Maddox, President

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