CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report

(Date of earliest event reported) ~~February~~March 425, 2009

MCT, INC.

(Exact name of registrant as specified in its charter)

Minnesota	0-22384	41-0985960
(State or other jurisdiction of	(Commission File	(I.R.S. Employer
incorporation or organization)	Number)	Identification No.)

Minnesota
(State or other jurisdiction of
incorporation or organization)

0-22384
(Commission File
Number)

41-0985960
(I.R.S. Employer
Identification No.)

2340 West County Road C, St. Paul, Minnesota 55113

(651) 697-4000

(Address, including zip code, and telephone number, including area

code, of registrant’s principal executive offices)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simutaneously satify the filing obligation of the registrant under any of the following provision:

o Written communications pursuant to Rule 425 under the Securities Act (17 CRF 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CRF 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.13e-4(c))

ITEM 2.0504 ~~COSTS~~TRIGGERING ~~ASSOCIATED~~EVENTS ~~WITH~~THAT ~~EXIT~~ACCELERATE OR ~~DISPOSAL~~INCREASE ~~ACTIVITIES.~~A OnDIRECT ~~February~~FINANCIAL 4,OBLIGATION ~~2009,~~OR ~~the~~AN ~~Company~~OBLIGATION ~~entered~~UNDER ~~into~~AN a Separation Agreement with Roger E. Gower, the Company’s former Chief Executive Officer in which the Company agreed, pursuant to Mr. Gower’s Employment Agreement, to pay him severance pay of $280,000 in equal biOFF-~~weekly~~BALANCE ~~installments~~SHEET ~~over 18 months beginning September 11, 2009~~ARRANGEMENT.

On March 25, 2009, the Company’s secured lender, Laurus Master Fund, Ltd. (together with its affiliates, “Laurus”), gave written notice to the Company stating that the Company was in default under its loan agreements with Laurus. A total of $13,525,000 of principal and accrued interest is currently owed by the Company to Laurus, and Laurus has the right to demand payment of the entire amount at this time. The Company has minimal cash and borrowing capacity, and is unable to repay Laurus at this time.

ITEM 8.01

OTHER EVENTS.

Also today, the Company filed Form 15, Notice of Termination of Registration under Section 12(g) of the Securities and Exchange Act (“Act”), with the Securities and Exchange Commission, to terminate the registration of the Company’s common stock under the Act. The Company requested that the Commission make the deregistration effective immediately. As a result of this filing, the Company will no longer be required to file reports with the Commission, and it is expected that the Company’s shares of common stock will no longer be eligible for trading on the OTC Bulletin Board.

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.

MCT, INC.
(Registrant)
Date:	February 10, 2009
	By:	/s/ Bruce R. Ficks
	(Bruce R. Ficks, Chief Financial Officer)

	MCT, INC.
	(Registrant)

Date: March 27, 2009

	By: /s/ Bruce R. Ficks
	(Bruce R. Ficks, Chief Financial Officer)

Filing Compare · MCT INC