NORTH AMERICAN TECHNOLOGIES GROUP INC /MI/
8-K, 1997-06-13
INDUSTRIAL ORGANIC CHEMICALS
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION


                            Washington, D.C.  20549


                                    FORM 8-K


                                 CURRENT REPORT


                       PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934


         Date of Report (date of earliest event reported): May 30, 1997
                                                           ------------



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

 
 
    Delaware                      0-16217                   33-0041789  
- ------------------              -----------             ------------------  
State or other                  (Commission             (I.R.S. Employer    
jurisdiction of                 File Number)            Identification No.)  
incorporation or
organization


                       4710 Bellaire Boulevard, Suite 301
                             Bellaire, Texas 77401
                   __________________________________________
                    (Address of principal executive office)


                 Registrant's telephone number:  (713) 662-2699
                                                 --------------

 
<PAGE>
 
ITEM 5.  OTHER EVENTS
         ------------

     North American Technologies Group, Inc. (the "Company") issued a press
release (the "Press Release") on May 30, 1997 to announce the cancellation of a
contract reported in the Company's Form 10-QSB for the quarter ended March 31,
1997.  This contract, for the restoration of concrete surfaces at one of
Houston's municipal airports using the Company's TECHXTRACT(R) chemical
extraction process, was to involve payments to the Company over six months
aggregating $1.2 million.  On May 30, 1997 the Company was informed by the other
party to the contract that the contract was not validly authorized or executed.
The Company issued the Press Release immediately upon discovery that the
purported contract was not in effect.  Information received by the Company
subsequent to the issuance of the Press Release suggests that the signed
contract was forged by an independent sales representative.  The Company had
been contacted by the representative regarding the opportunity to perform
services for the customer.  The representative had arranged a sight inspection,
and on this basis the Company had agreed to pay the representative a commission
upon payment for the contract.  It now appears that no relationship existed
between the representative and the customer.  The Company did not make any
payments to the representative.  The Company is evaluating its legal
alternatives as of the date of this Report.  The invalidity of this contract
will result in the loss of the anticipated revenues and profits, and is expected
to delay the Company's ability to achieve break even profitability during the
current quarter.

EXHIBITS (reference to item 601 of Regulation S-K)
- --------                                          

99  Press Release issued on May 30, 1997.
<PAGE>
 
                                   SIGNATURES
                                   ----------
                                        
        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                    NORTH AMERICAN TECHNOLOGIES GROUP, INC.   
                                                                              
                                                                              
                                                                              
Dated:  June 12, 1997               By: /s/ Tim B. Tarrillion                 
                                       ------------------------------         
                                         Tim B. Tarrillion                    
                                         Chief Executive Officer               

<PAGE>
 
                                   EXHIBIT 99

                    NORTH AMERICAN TECHNOLOGIES GROUP, INC.
                       4710 BELLAIRE BOULEVARD, SUITE 301
                            BELLAIRE, TEXAS   77401

DATE:     May 30, 1997
CONTACT:  David M. Daniels or Tim B. Tarrillion at (713) 662-2699


                    NORTH AMERICAN TECHNOLOGIES GROUP, INC.
                    CHEMICAL EXTRACTION PROJECT WAS CANCELED


Houston Texas -- North American Technologies Group, Inc. (NASDAQ "NATK")
announced today the cancellation of the previously announced agreement with an
aviation company in Houston, Texas to restore approximately 90 acres of concrete
surfaces using the Company's TECHXTRACT/(R)/ chemical extraction process.  The
expected value of this contract had been $1.2 million and was expected to be
completed over the next four months.  The cancellation of this project will have
a direct effect on the Company's ability to achieve break-even profitability
during the current quarter as had been expected.

Tim B. Tarrillion, NATK's President, Chief Executive Officer, and Chairman of
the Board, stated, "We are obviously very disappointed that this project has
been canceled.  Although this is a significant setback for NATK, we are still
confident that, given the continued growth of revenues in this business line and
all of NATK's technologies, the Company should continue to show much improved
financial performance over the next few quarters."

This press release includes forward looking statements within the meaning of
section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.  Although NATK believes that its expectations are based on
reasonable assumptions, it can give no assurance that its goals will be
achieved.  Important factors that could cause actual results to differ
materially from those in the forward looking statements contained herein
include, among others, the success and timing of certain projects, agreements
and orders, the success of the previous or future acquisitions, the ability to
generate reasonable gross profit margins on revenues that are realized, and
changes in the demand for the Company's products and services during periods
covered by the forward looking statements.  Interested parties are also urged to
refer to additional information regarding the Company which is contained in its
reports to the Securities Exchange Commission.

NATK is focused on developing new and innovative technologies that can generate
economic value for the environmental, natural resources and related industries.
For more information, please contact David M. Daniels or Tim B. Tarrillion at
(713) 662-2699.



NO REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE CONTENTS OF THIS NEWS 
RELEASE.


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