SEC File No. 0-18267
CUSIP Number: 62888Q 10 9
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): /X/ Form 10-K / / Form 20-F / / Form 11-K / / Form 10-Q
/ / FORM N-SAR / / FORM N-CSR
For Period Ended: December 31, 2005
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/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended: ___________________________________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
NCT Group, Inc.
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Full Name of Registrant
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Former Name if Applicable
20 Ketchum Street
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Address of Principal Executive Office (Street and Number)
Westport, CT 06880
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense;
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-K, Form
N-SAR or Form N-CSR, or portion thereof, will be filed on or
/X/ before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof, will be filed on or
before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by
by Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
As of March 31, 2006, the registrant requires additional time to ascertain the
proper accounting treatment under certain accounting pronouncements and the
related impact on the registrant's financial results. The final accounting
treatment of these pronouncements is likely to be significant to the content of
the consolidated financial statements of the registrant for the year ended
December 31, 2005. Due to the complexity of the accounting pronouncements, the
registrant was unable to file its Form 10-K on March 31, 2006 without
unreasonable effort or expense. The registrant expects to file its Form 10-K on
or before April 17, 2006.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Cy E. Hammond (203) 226-4447
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). /X/ Yes / / No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? /X/ Yes / / No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
As noted in Part III above, the registrant believes that the final
accounting treatment of the subject accounting pronouncements is likely to
significantly impact the content of the registrant's financial results. Until
the registrant has completed its analysis of the subject accounting
pronouncements, the registrant is unable to quantify or provide an explanation
of the anticipated significant changes in the registrant's results of
operations.
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NCT Group, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date April 3, 2006 By: /s/ Cy E. Hammond
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Cy E. Hammond
Senior Vice President,
Chief Financial Officer