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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
North American Technologies Group, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
657193207
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(CUSIP Number)
------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 12, 2000
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(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 657193207 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Avalanche Resources, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
NUMBER OF
SHARES 1,000,000
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,000,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6867%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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Schedule 13D
CUSIP No. 657193207
North American Technologies Group, Inc.
Item 1. Security and Issuer.
This statement relates to the common stock, par value $.001
per share ("Common Stock"), of North American Technologies Group, Inc. (the
"Issuer"). The Issuer's principal executive offices are located at 14315 West
Hardy Road, Houston, Texas 77060.
Item 2. Identity and Background.
(a) Name: Avalanche Resources, Ltd.
(b) Business Address: 5002 Swiss Avenue
Dallas, Texas 75214
(c) Principal Business: Investment holding company
(d) During the last five (5) years, neither Avalanche
Resources, Ltd. ("Avalanche") nor Avalanche Management Corporation, its general
partner, nor any of the directors or officers of its general partner have been
convicted in a criminal proceeding.
(e) During the last five (5) years, neither Avalanche nor its
general partner, nor any of the directors or officers of its general partner was
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is subject to judgment,
decree or final order enjoining future violations of a prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The source of the funds used in making the purchase of the
securities is the working capital of Avalanche. The amount of funds used is
$1,000,000.00 in two increments of $500,000.00 each. None of the funds was
borrowed.
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Item 4. Purpose of Transaction.
The securities were acquired for investment purposes.
Item 5. Interest in Securities of Issuer.
(a) Avalanche is the beneficial owner of 1,000,000 shares of
common stock of the Issuer. The shares represent 16.6867% of the total shares of
common stock of the Issuer. The percentage set forth in this Item 5 is based
upon a total of 5,992,805 shares of common stock outstanding as of June 7, 2000.
Avalanche acquired 500,000 shares on May 12, 2000 and an additional 500,000
shares on June 7, 2000.
(b) Avalanche has the sole power to vote the shares and the
sole power to dispose of the shares.
(c) Within the past sixty (60) days, Avalanche has not
effected a transaction in the common stock of the Issuer.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Avalanche acquired 500,000 shares of the Issuer pursuant to a
Securities Purchase Agreement dated May 12, 2000, a copy of which is attached as
Exhibit 1. Avalanche acquired an additional 500,000 shares of the Issuer
pursuant to a letter agreement dated May 23, 2000, a copy of which is attached
as Exhibit 2.
Item 7. Material to be Filed as Exhibits.
The following documents are attached hereto and incorporated
herein by reference:
Exhibit 1 Securities Purchase Agreement
Exhibit 2 Letter agreement
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SIGNATURES
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.
AVALANCHE RESOURCES, LTD.
By: Avalanche Management Corporation,
its general partner
DATED: September 29, 2000 By: /s/ KEVIN C. MADDOX
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Kevin C. Maddox, President
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
1 Securities Purchase Agreement
2 Letter Agreement
</TABLE>
