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): August 18, 2006
NCT Group, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 0-18267 59-2501025
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
20 Ketchum Street, Westport, CT 06880
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (203) 226-4447
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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))
The information in this Report, including the exhibit, is provided under Item
2.02 of Form 8-K and, pursuant to General Instruction B.2. thereunder, shall not
be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that section.
Furthermore, the information in this Report, including the exhibit shall not be
deemed to be incorporated by reference into the filings of the registrant under
the Securities Act of 1933, as amended.
Item 2.02. Results of Operations and Financial Condition.
On August 18, 2006, NCT Group, Inc. issued a press release announcing its
financial results for the quarter ended June 30, 2006. A copy of the press
release is furnished as Exhibit 99.1 to this Report.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Text of Press Release issued by NCT Group, Inc., dated August 18, 2006.
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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.
NCT GROUP, INC.
By: /s/ Cy E. Hammond
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Cy E. Hammond
Senior Vice President and
Chief Financial Officer
Date: August 21, 2006
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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99.1 Text of Press Release issued by NCT Group, Inc., dated August 18,
2006.
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