content: 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): December 21, 2006
  
  
                                   NCT Group, Inc.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
            Delaware                     0-18267                  59-2501025
  ----------------------------      ------------------      ----------------------
  (State or other jurisdiction         (Commission               (IRS Employer
        of incorporation)              File Number)            Identification No.)
  
  
  20 Ketchum Street, Westport, CT                                       06880
  ----------------------------------------                         ---------------
  (Address of principal executive offices)                            (Zip Code)
  
  Registrant's telephone number including area code:               (203) 226-4447
                                                                  ----------------
  
  
  
  
  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:
  
  |_|  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))
  
  
  <PAGE>
  
  
  Item 2.05.     Costs Associated with Exit or Disposal Activities.
  
       On December 21, 2006, NCT Group, Inc.'s indirect majority-owned subsidiary,
  Pro Tech  Communications,  Inc.  ("Pro  Tech"),  informed  its  employees of its
  intention  to  cease  operations  involving  the  development,  manufacture  and
  distribution of all of its non-active  noise  reduction,  or non-ANR,  products,
  including Pro Tech's  headsets and  amplifiers for use in the contact center and
  quick-service  restaurant markets. The exit from these non-ANR lines of business
  will  include the  termination  of all  operations  at Pro Tech's  Fort  Pierce,
  Florida  facilities.  Pro Tech intends to continue its operations  involving its
  ANR products,  including its NoiseBuster audio headphone and hearing  protection
  product  lines,  which  will  be  based  at NCT  Group's  Westport,  Connecticut
  facilities.
  
       Pro Tech evaluated  various options for its non-ANR  operations and decided
  to exit this business based in part on continuing  significant  losses involving
  its non-ANR  operations,  as well as its continued belief that Pro Tech's future
  prospects  will depend on the growth in demand for Pro Tech's ANR products.  Pro
  Tech  expects to wind up its non-ANR  operations  within the next 30 to 45 days.
  Management   anticipates   NCT  Group  will  recognize  a  one-time   charge  of
  approximately  $468,000 in connection  with this action in their fourth  quarter
  2006  financial  statements.  This  estimate  includes  both  cash and  non-cash
  expenditures. The estimated portion of the exit costs that will result in future
  cash expenditures is approximately $170,000.
  
       The table below sets forth by major type the estimated expected costs to be
  incurred in connection with this action:
  
  
  Estimated Costs Associated with Exit or Disposal Activities
  
  Severence and employee charges                                     $    70,000
  Lease termination costs                                                 68,000
  Carrying value of inventory to be disposed                             200,000
  Carrying value of fixed assets to be disposed                          100,000
  Other costs                                                             30,000
  
                                                                     -------------
  Total estimated exit costs on an after-tax basis                   $   468,000
                                                                     =============
  
  
       This  Current  Report  on Form 8-K  contains  "forward-looking  statements"
  within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
  of the  Securities  Exchange  Act of 1934,  as  amended.  These  forward-looking
  statements are subject to a number of risks and uncertainties, many of which are
  beyond  NCT  Group's  control,  which  could  cause  actual  results  to  differ
  materially  from  those  set  forth  in, or  implied  by,  such  forward-looking
  statements. All statements other than statements of historical facts included in
  this Current  Report on Form 8-K,  including  statements  regarding  NCT Group's
  expected restructuring and related charges, are forward-looking  statements. All
  forward-looking  statements  speak only as of the date of this Current Report on
  Form  8-K.  NCT  Group   undertakes  no  obligation  to  update  or  revise  any
  forward-looking  statements,  whether  as a result  of new  information,  future
  events or otherwise,  except as may be required by law. In addition to the risks
  and uncertainties of ordinary business  operations and conditions in the general
  economy and the markets in which
  
  
                                         2
  <PAGE>
  
  
  NCT Group  competes,  the  forward-looking  statements of NCT Group contained in
  this  Current  Report on Form 8-K are also  subject to the  following  risks and
  uncertainties:  NCT Group's restructuring and related charges varying materially
  from  management's  current  estimates of these  charges,  additional  costs and
  adjustments  due to variations in  anticipated  headcount  reductions,  contract
  terminations,  and similar costs; and other risks and uncertainties described in
  NCT Group's  Annual  Report on Form 10-K for the fiscal year ended  December 31,
  2005 and other filings with the Securities and Exchange Commission.
  
  
                                         3
  <PAGE>
  
  
                                     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.
  
  
                                                    NCT GROUP, INC.
  
  
                                                    By:  /s/  Cy E. Hammond
                                                         -------------------------
                                                         Cy E. Hammond
                                                         Senior Vice President and
                                                         Chief Financial Officer
  
  
  Date:  January 5, 2007
  
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_fl-oprations122106.txt", "description": "FORM 8-K", "secsgml_size_bytes": 7097}]
metadata_filer: {"company-data": {"conformed-name": "NCT GROUP INC", "cik": "0000722051", "assigned-sic": "3690", "irs-number": "592501025", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-18267", "film-number": "07512449"}, "business-address": {"street1": "20 KETCHUM ST", "city": "WESTPORT", "state": "CT", "zip": "06880", "phone": "2032264447"}, "mail-address": {"street1": "20 KETCHUM ST", "city": "WESTPORT", "state": "CT", "zip": "06880"}, "former-company": [{"former-conformed-name": "NOISE CANCELLATION TECHNOLOGIES INC", "date-changed": "19920703"}, {"former-conformed-name": "ION TECHNOLOGIES INC/NV", "date-changed": "19850512"}, {"former-conformed-name": "PRETORIA TECHNOLOGY INC", "date-changed": "19840404"}]}
text: 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): December 21, 2006
  
                                   NCT Group, Inc.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
            Delaware                     0-18267                  59-2501025
  ----------------------------      ------------------      ----------------------
  (State or other jurisdiction         (Commission               (IRS Employer
        of incorporation)              File Number)            Identification No.)
  
  20 Ketchum Street, Westport, CT                                       06880
  ----------------------------------------                         ---------------
  (Address of principal executive offices)                            (Zip Code)
  
  Registrant's telephone number including area code:               (203) 226-4447
                                                                  ----------------
  
  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:
  
  |_|  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))
  Item 2.05.     Costs Associated with Exit or Disposal Activities.
  
       On December 21, 2006, NCT Group, Inc.'s indirect majority-owned subsidiary,
  Pro Tech  Communications,  Inc.  ("Pro  Tech"),  informed  its  employees of its
  intention  to  cease  operations  involving  the  development,  manufacture  and
  distribution of all of its non-active  noise  reduction,  or non-ANR,  products,
  including Pro Tech's  headsets and  amplifiers for use in the contact center and
  quick-service  restaurant markets. The exit from these non-ANR lines of business
  will  include the  termination  of all  operations  at Pro Tech's  Fort  Pierce,
  Florida  facilities.  Pro Tech intends to continue its operations  involving its
  ANR products,  including its NoiseBuster audio headphone and hearing  protection
  product  lines,  which  will  be  based  at NCT  Group's  Westport,  Connecticut
  facilities.
  
       Pro Tech evaluated  various options for its non-ANR  operations and decided
  to exit this business based in part on continuing  significant  losses involving
  its non-ANR  operations,  as well as its continued belief that Pro Tech's future
  prospects  will depend on the growth in demand for Pro Tech's ANR products.  Pro
  Tech  expects to wind up its non-ANR  operations  within the next 30 to 45 days.
  Management   anticipates   NCT  Group  will  recognize  a  one-time   charge  of
  approximately  $468,000 in connection  with this action in their fourth  quarter
  2006  financial  statements.  This  estimate  includes  both  cash and  non-cash
  expenditures. The estimated portion of the exit costs that will result in future
  cash expenditures is approximately $170,000.
  
       The table below sets forth by major type the estimated expected costs to be
  incurred in connection with this action:
  
  Estimated Costs Associated with Exit or Disposal Activities
  
  Severence and employee charges                                     $    70,000
  Lease termination costs                                                 68,000
  Carrying value of inventory to be disposed                             200,000
  Carrying value of fixed assets to be disposed                          100,000
  Other costs                                                             30,000
  
                                                                     -------------
  Total estimated exit costs on an after-tax basis                   $   468,000
                                                                     =============
  
       This  Current  Report  on Form 8-K  contains  "forward-looking  statements"
  within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
  of the  Securities  Exchange  Act of 1934,  as  amended.  These  forward-looking
  statements are subject to a number of risks and uncertainties, many of which are
  beyond  NCT  Group's  control,  which  could  cause  actual  results  to  differ
  materially  from  those  set  forth  in, or  implied  by,  such  forward-looking
  statements. All statements other than statements of historical facts included in
  this Current  Report on Form 8-K,  including  statements  regarding  NCT Group's
  expected restructuring and related charges, are forward-looking  statements. All
  forward-looking  statements  speak only as of the date of this Current Report on
  Form  8-K.  NCT  Group   undertakes  no  obligation  to  update  or  revise  any
  forward-looking  statements,  whether  as a result  of new  information,  future
  events or otherwise,  except as may be required by law. In addition to the risks
  and uncertainties of ordinary business  operations and conditions in the general
  economy and the markets in which
  
                                         2
  NCT Group  competes,  the  forward-looking  statements of NCT Group contained in
  this  Current  Report on Form 8-K are also  subject to the  following  risks and
  uncertainties:  NCT Group's restructuring and related charges varying materially
  from  management's  current  estimates of these  charges,  additional  costs and
  adjustments  due to variations in  anticipated  headcount  reductions,  contract
  terminations,  and similar costs; and other risks and uncertainties described in
  NCT Group's  Annual  Report on Form 10-K for the fiscal year ended  December 31,
  2005 and other filings with the Securities and Exchange Commission.
  
                                         3
  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.
  
                                                    NCT GROUP, INC.
  
                                                    By:  /s/  Cy E. Hammond
                                                         -------------------------
                                                         Cy E. Hammond
                                                         Senior Vice President and
                                                         Chief Financial Officer
  
  Date:  January 5, 2007
  
                                         4