content: 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): July 8, 2005
  
  
  
                                   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 1.01.     Entry into a Material Definitive Agreement.
  
  Item 2.03.     Creation of a Direct Financial  Obligation or an Obligation under
                 an Off-Balance Sheet Arrangement of a Registrant.
  
  Item 3.02.     Unregistered Sales of Equity Securities.
  
  On July 8, 2005, NCT Group, Inc. ("NCT") issued Carole Salkind an 8% convertible
  note in the principal amount of  $27,129,266.96 to cure NCT's default under four
  notes dated December 17, 2004, December 22, 2004, December 31, 2004 and December
  31, 2004. The principal  amount of this note represents the aggregate  principal
  rolled over ($23,702,178.88),  default penalty (10% of the principal in default)
  and accrued interest.  The note is secured by substantially all of the assets of
  NCT.  The note  matures  six months  from the date of  issuance.  The note bears
  interest at 8% per annum until the due date of the note, and bears interest at a
  default rate of 13% on any amount of principal or interest that is not paid when
  due.  Interest  is payable  upon  maturity of the note.  At the  election of Ms.
  Salkind, the note may be converted into 2,260,772,247 shares of NCT common stock
  at a  conversion  price per share of $0.012 or  exchanged  for  shares of common
  stock of any subsidiary of NCT (except Pro Tech Communications, Inc.) that makes
  a public offering of its common stock (at the public offering  price).  The note
  contains  events of default,  any one of which (if not cured) triggers a default
  penalty of 10% of the then  outstanding  principal.  If  triggered,  the default
  penalty,  along with the  outstanding  principal and accrued  interest,  becomes
  immediately  due and  payable.  Events of  default  include  the  failure to pay
  principal  and interest when due and the failure to issue shares of common stock
  upon exercise of conversion rights.
  
  In conjunction with the issuance of the note, NCT issued Ms. Salkind a five-year
  warrant to acquire  446,750,000  shares of NCT common stock at an exercise price
  per share of $0.012.
  
  The issuance of the note and warrant was not registered under the Securities Act
  of 1933, as amended, in reliance upon the exemption set forth in Section 4(2) of
  the Securities Act relating to  transactions by an issuer not involving a public
  offering.
  
  
  Item 9.01.     Financial Statements and Exhibits.
  
  (c)   Exhibits
  
  10.1(a)        Form of Secured  Convertible  Note  (refinancings)  issued by NCT
                 Group, Inc. to Carole Salkind  (incorporated  herein by reference
                 to Exhibit 10.9(a) of the registrant's Annual Report on Form 10-K
                 for the year ended December 31, 2004 (File No. 0-18267))..
  
  10.1(b)        Schedule of Secured Convertible Note (refinancing)  issued by NCT
                 Group, Inc. to Carole Salkind on July 8, 2005.
  
                                         2
  <PAGE>
  
  10.2(a)        Form of  Warrant  (refinancings)  issued by NCT  Group,  Inc.  to
                 Carole  Salkind  (incorporated  herein by  reference  to  Exhibit
                 10.11(a) of the  registrant's  Annual Report on Form 10-K for the
                 year ended December 31, 2004 (File No. 0-18267)).
  
  10.2(b)        Schedule of Warrant  (refinancing)  issued by NCT Group,  Inc. to
                 Carole Salkind on July 8, 2005.
  
                                         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,
                                                           Chief Financial Officer
  
  
  Date:  July 14, 2005
  
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-070805.txt", "description": "FORM-8K", "secsgml_size_bytes": 5882}]
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": "05953900"}, "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: 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): July 8, 2005
  
                                   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 1.01.     Entry into a Material Definitive Agreement.
  
  Item 2.03.     Creation of a Direct Financial  Obligation or an Obligation under
                 an Off-Balance Sheet Arrangement of a Registrant.
  
  Item 3.02.     Unregistered Sales of Equity Securities.
  
  On July 8, 2005, NCT Group, Inc. ("NCT") issued Carole Salkind an 8% convertible
  note in the principal amount of  $27,129,266.96 to cure NCT's default under four
  notes dated December 17, 2004, December 22, 2004, December 31, 2004 and December
  31, 2004. The principal  amount of this note represents the aggregate  principal
  rolled over ($23,702,178.88),  default penalty (10% of the principal in default)
  and accrued interest.  The note is secured by substantially all of the assets of
  NCT.  The note  matures  six months  from the date of  issuance.  The note bears
  interest at 8% per annum until the due date of the note, and bears interest at a
  default rate of 13% on any amount of principal or interest that is not paid when
  due.  Interest  is payable  upon  maturity of the note.  At the  election of Ms.
  Salkind, the note may be converted into 2,260,772,247 shares of NCT common stock
  at a  conversion  price per share of $0.012 or  exchanged  for  shares of common
  stock of any subsidiary of NCT (except Pro Tech Communications, Inc.) that makes
  a public offering of its common stock (at the public offering  price).  The note
  contains  events of default,  any one of which (if not cured) triggers a default
  penalty of 10% of the then  outstanding  principal.  If  triggered,  the default
  penalty,  along with the  outstanding  principal and accrued  interest,  becomes
  immediately  due and  payable.  Events of  default  include  the  failure to pay
  principal  and interest when due and the failure to issue shares of common stock
  upon exercise of conversion rights.
  
  In conjunction with the issuance of the note, NCT issued Ms. Salkind a five-year
  warrant to acquire  446,750,000  shares of NCT common stock at an exercise price
  per share of $0.012.
  
  The issuance of the note and warrant was not registered under the Securities Act
  of 1933, as amended, in reliance upon the exemption set forth in Section 4(2) of
  the Securities Act relating to  transactions by an issuer not involving a public
  offering.
  
  Item 9.01.     Financial Statements and Exhibits.
  
  (c)   Exhibits
  
  10.1(a)        Form of Secured  Convertible  Note  (refinancings)  issued by NCT
                 Group, Inc. to Carole Salkind  (incorporated  herein by reference
                 to Exhibit 10.9(a) of the registrant's Annual Report on Form 10-K
                 for the year ended December 31, 2004 (File No. 0-18267))..
  
  10.1(b)        Schedule of Secured Convertible Note (refinancing)  issued by NCT
                 Group, Inc. to Carole Salkind on July 8, 2005.
  
                                         2
  10.2(a)        Form of  Warrant  (refinancings)  issued by NCT  Group,  Inc.  to
                 Carole  Salkind  (incorporated  herein by  reference  to  Exhibit
                 10.11(a) of the  registrant's  Annual Report on Form 10-K for the
                 year ended December 31, 2004 (File No. 0-18267)).
  
  10.2(b)        Schedule of Warrant  (refinancing)  issued by NCT Group,  Inc. to
                 Carole Salkind on July 8, 2005.
  
                                         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,
                                                           Chief Financial Officer
  
  Date:  July 14, 2005
  
                                         4