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): / / Form 10-K / / Form 20-F / / Form 11-K /X/ Form 10-Q
/ / FORM N-SAR / / FORM N-CSR
For Period Ended: March 31, 2006
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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
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 outlined in a Current Report on Form 8-K filed on April 17, 2006, NCT Group,
Inc. (the "Company" or "NCT") is in the process of restating its previously
issued audited consolidated financial statements contained in the Company's
Annual Report on Form 10-K/A for the year ended December 31, 2004 and NCT's
previously issued unaudited condensed consolidated financial statements
contained in the Company's Quarterly Reports on Form 10-Q or Form 10-Q/A as of
and for the three months ended March 31, June 30 and September 30, 2005. This
effort has required the Company to devote a significant amount of resources to
completing the restatement of prior financial statements, and, as a result, the
Company has not yet been able to complete its interim consolidated financial
statements for the three months ended March 31, 2006. The Company is currently
in the process of completing such financial statements and will file its amended
Quarterly Reports on Form 10-Q/A for the quarters ended March 31, 2005, June 30,
2005 and September 30, 2005 and its amended Annual Report on Form 10-K/A2 for
the year ended December 31, 2004 as soon as they are completed, which the
Company anticipates will be in the near future. Once these amended reports are
filed, the Company will file its Quarterly Report for the quarter ended March
31, 2006 as soon thereafter as practicable.
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
(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.
The Company expects revenue for its quarter ended March 31, 2006, to be
approximately $1.0 million, a decrease of approximately 42% from revenue of $1.6
million in the quarter ended March 31, 2005. At this time, the Company
anticipates that net loss for its quarter ended March 31, 2006 will be ($0.02)
per share as compared to ($0.03) per share for its quarter ended March 31, 2005.
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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 May 16, 2006 By: /s/ Cy E. Hammond
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Cy E. Hammond
Senior Vice President,
Chief Financial Officer