SEC File Number: 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 10-D / / Form N-SAR / / Form N-CSR
For Period Ended: September 30, 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 descried 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 before the fifteenth calendar day following
the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or subject
distribution report on Form 10-D, 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 Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The registrant was unable to file its Form 10-Q for the quarter ended September
30, 2006 by November 14, 2006. The registrant does not expect to file its Form
10-Q on or before November 20, 2006, but intends to file its Form 10-Q 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 registrant expects total revenue for the three months ended September 30,
2006 to be approximately $0.7 million, a decrease of approximately 30% from
total revenue of approximately $1.0 million for the three months ended September
30, 2005. The registrant also expects total costs and expenses (net of other
income) for the three months ended September 30, 2006 to be approximately $21.6
million, an increase of approximately 255% from total costs and expenses (net of
other income) of approximately $(13.9) million for the three months ended
September 30, 2005. The increase in total costs and expenses (net of other
income) is primarily attributable to changes in the fair value of derivatives
accounted for in accordance with the Financial Accounting Standards Board
Emerging Issues Task Force ("EITF") Issue No. 00-19, "Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company's Own
Stock." As a result of the foregoing, net loss for the three months ended
September 30, 2006 is expected to be approximately $21.0 million, compared to
net income of $14.9 million for the three months ended September 30, 2005.
The registrant expects total revenue for the nine months ended September 30,
2006 to be approximately $2.1 million, a decrease of approximately 40% from
total revenue of approximately $3.5 million for the nine months ended September
30, 2005. The registrant also expects total costs and expenses for the nine
months ended September 30, 2006 to be approximately $45.2 million, an increase
of approximately 53% from total costs and expenses of approximately $29.6
million for the nine months ended September 30, 2005. The increase in total
costs and expenses is primarily due to the changes in the fair value of
derivatives accounted for in accordance with EITF 00-19 as outlined above,
partially offset by a decrease in interest expense, net of interest income. As a
result of the foregoing, net loss for the nine months ended September 30, 2006
is expected to be approximately $43.1 million, compared to a net loss of $26.2
million for the nine months ended September 30, 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: November 15, 2006 By: /s/ Cy E. Hammond
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Cy E. Hammond
Senior Vice President, Chief
Financial Officer and Treasurer