UNITED STATES

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): July 2931, 2009

NORTH AMERICAN TECHNOLOGIES GROUP, INC.

GROUP, INC.

(Exact name of registrant as specified in charter)

Delaware

0-16217

33-0041789

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

identification no.)

429 Memory Lane, Marshall, Texas 75672

(Address of principal executive offices)

(972) 996-5750

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 - REGISTRANT’S BUSINESS OPERATIONS

ITEM 1.01.

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On July 31, 2009, Opus 5949 LLC, an affiliate of Sammons VPC, Inc., which beneficially owns greater than 69% of the Company’s securities, entered into the Limited Waiver to Construction Loan Agreement (“Limited Waiver”) that amends the Company’s loan agreement with respect to its promissory note in the principal amount of $14,000,000 (the “Construction Loan”). The Construction Loan originally provided for a 10-year maturity and quarterly principal installments of $350,000 beginning July 1, 2005. An amendment to the Construction Loan note on July 24, 2007 resulted in the deferral of principal installments, totaling $7,000,000, to July 25, 2010. The remaining balance will be paid in quarterly installments of $350,000 starting October 2010 through February 15, 2015. The Limited Waiver provided that the due date of the interest payment that was originally due July 1, 2009 and extended to July 31, 2009, is further extended to August 17, 2009.

SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS

ITEM 4.01.

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

(ab) ~~Effective~~The Audit ~~June 1,~~Committee ~~2009,~~of ~~KBA Group LLP joined BKD, LLP. As a result, on July 24, 2009, KBA Group LLP resigned as~~ North American Technologies Group, Inc.’s (the “Company”) ~~independent~~engaged ~~registered~~the ~~public~~services ~~accounting~~of ~~firm.~~Whitley ~~KBA~~Penn, ~~Group~~ LLP’s ~~audit~~to ~~reports~~act onas the Company’s ~~financial~~independent ~~statements~~registered aspublic ofaccounting ~~and~~firm for the fiscal ~~years~~year ~~ended~~ending September 3027, ~~2007~~2009. Whitley ~~and September 28~~Penn, ~~2008~~LLP ~~did~~replaces ~~not~~the ~~contain~~firm ~~an adverse opinion or a disclaimer~~ of ~~opinion,~~KBA ~~were~~Group ~~not~~LLP ~~modified~~(“KBA”). asThe toengagement ~~audit scope~~of orWhitley ~~accounting principles~~Penn, ~~but~~LLP ~~were~~is ~~qualified~~effective byas ~~an explanatory paragraph with respect to the risks~~ of ~~continuing~~July 31, ~~as a going concern~~2009.

~~During~~The Company previously disclosed the ~~fiscal~~ ~~years~~resignation ~~ended~~of ~~September 30,~~KBA ~~2007~~on ~~and~~a ~~September~~Current Report on Form 8-K, dated July 2829, ~~2008~~2009, the terms of which are incorporated by reference herein. During the Company’s two most recent fiscal years, and ~~through~~in the subsequent interim period ~~through~~though July 2431, 2009, ~~there~~neither ~~were~~the ~~(1) no~~Company ~~disagreements~~nor ~~between~~anyone ~~the~~on ~~Company~~its ~~and~~behalf ~~KBA~~consulted ~~Group~~with Whitley Penn, LLP onregarding ~~any~~(i) the ~~matter~~application of accounting principles orto ~~practices~~a specified transaction, ~~financial~~either ~~statement~~completed ~~disclosure~~or proposed, or ~~auditing~~the ~~scope~~type of oraudit ~~procedure,~~opinion ~~which~~that ~~disagreements,~~might ifbe ~~not~~rendered ~~resolved~~on to the ~~satisfaction~~Company’s offinancial ~~KBA~~statements, ~~Group~~and ~~LLP~~Whitley Penn, ~~would~~LLP ~~have~~did ~~caused~~not ~~KBA~~provide ~~Group~~either ~~LLP~~a towritten ~~make~~report ~~reference~~or oral advice to the ~~subject~~Company ~~matter~~that ofwas ~~the disagreement~~an inimportant ~~their~~factor ~~reports~~considered onby the Company’s ~~financial~~in ~~statements~~reaching ~~for~~a decision ~~such~~as ~~years~~to any accounting, ~~and~~auditing or financial reporting issue; or (2ii) noany ~~“reportable~~matter ~~events”~~that was either the subject of a disagreement, as ~~that~~defined ~~term~~in isItem 304(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event, as defined in Item 304(a)(1)(v) of Regulation S-K.

~~The~~SECTION ~~Company~~9 ~~provided KBA Group LLP with a copy of the disclosures it is making in this Current Report on Form 8~~-K ~~(the~~FINANCIAL ~~“Report”)~~STATEMENTS ~~prior~~AND toEXHIBITS the time the Report was filed with the Securities and Exchange Commission (the “SEC”). The Company requested that KBA Group LLP furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein. A copy of KBA Group LLP’s letter dated July 29, 2009, is attached as Exhibit 16.1 hereto.

~~The~~ITEM ~~Company’s~~9.01 ~~audit~~FINANCIAL ~~committee~~STATEMENTS ~~has~~AND ~~been notified of the resignation and the reasons for the resignation of KBA Group LLP as the Company’s independent registered accounting firm.~~ EXHIBITS

Item 9.01. Financial Statements and Exhibits.


Exhibit No.		Description
10.1		Limited Waiver to Construction Loan Agreement dated July 31, 2009.

Exhibit No.		Description
16.1		Letter of KBA Group LLP dated July 24, 2009.

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 hereunto duly authorized.

NORTH AMERICAN TECHNOLOGIES GROUP, INC.
Dated: July 29, 2009
Dated:		August 5, 2009
By:		/s/ ~~HOLLY~~JOE ~~LOWRY~~B. DORMAN
		Holly Lowry
		Joe B. Dorman, Secretary
		Controller

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
16.1		Letter of KBA Group LLP dated July 29, 2009.
10.1		Limited Waiver to Construction Loan Agreement.

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