SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CRESTVIEW CAPITAL MASTER LLC

(Last)

(First)

(Middle)

95 REVERE DRIVE

SUITE A

(Street)

NORTHBROOK

60062

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NORTH AMERICAN TECHNOLOGIES GROUP INC /TX/ [ NATK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	02/22/2005		P		258,424	A	$1.08	11,317,269	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants to puchase Common Stock	$1	01/31/2005		P		9,884		01/31/2005	07/07/2008	Common Stock	9,884	$0	9,208,845	D
Warrants to puchase Common Stock	$0.6	01/31/2005		P		850,000		01/31/2005	07/07/2008	Common Stock	850,000	$0	10,058,845	D
Warrants to puchase Common Stock	$0.6	01/31/2005		P		1,000,000		01/31/2005	12/31/2008	Common Stock	1,000,000	$0	11,058,845	D
Series CC Convertible Preferred Stock	$1.08	02/22/2005		P		5,500		02/22/2005	02/22/2010	Common Stock	5,092,593	$0	11,317,269⁽¹⁾	D
Warrants to purchase Series CC Convertible Preferred Stock	$925.926	02/22/2005		P		2,290		02/22/2005	02/22/2010	Common Stock	2,120,370	$0	11,317,269⁽¹⁾	D
7% Convertible Debenture	$0.22	07/07/2005		P		845,000		07/07/2005	07/07/2006	Common Stock	3,840,909	$0	11,317,269	D
Warrants to puchase Common Stock	$0.24	07/07/2005		P		938,670		07/07/2005	07/07/2008	Common Stock	938,670	$0	11,317,269⁽¹⁾	D
7% Convertible Debenture	$0.15	12/30/2005		P		759,227		12/30/2005	12/30/2006	Common Stock	5,061,513	$0	11,317,269⁽²⁾	D
Warrants to puchase Common Stock	$0.18	12/30/2005		P		975,369		12/30/2005	12/30/2008	Common Stock	975,369	$0	11,317,269⁽²⁾	D

Explanation of Responses:

1. The Series CC Convertible Preferred Stock, Warrants to purchase Series CC Convertible Preferred Stock, 7% Convertible Debenture and Warrants to purchase Common Stock are currently not convertible or exercisable, as applicable, because each contains a contractual provision blocking its conversion or exercise, as applicable, when the Reporting Person (together with its affiliates) beneficially owns more than 4.99% of the outstanding Common Stock, subject to a notice period of 60 calendar days. Since the Reporting Person (together with its affiliates) beneficially owns 14.9% of the Common Stock, each is currently not convertible or exercisable, as applicable, and the underlying shares have not been included in the calculations of beneficial ownership of the Reporting Person or the aggregate number of outstanding shares of Common Stock of the Company.

2. The 7% Convertible Debenture and Warrants to purchase Common Stock are currently not convertible or exercisable, as applicable, because each contains a contractual provision blocking its conversion or exercise, as applicable, when the Reporting Person (together with its affiliates) beneficially owns more than 9.99% of the outstanding Common Stock, subject to a notice period of 60 calendar days. Since the Reporting Person (together with its affiliates) beneficially owns 14.9% of the Common Stock, each is currently not convertible or exercisable, as applicable, and the underlying shares have not been included in the calculations of beneficial ownership of the Reporting Person or the aggregate number of outstanding shares of Common Stock of the Company.

Remarks:

1. These lines report acquisitions of non-derivative and derivative securities in private placements by the Reporting Person. 2. The Reporting Person disclaims beneficial ownership in the securities covered by this Form 4 except to the extent of such Reporting Person's pecuniary interest in such securities.

	/s/Crestview Capital Master, LLC by Danial I. Warsh	02/02/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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