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): March 16, 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 3.02.   Unregistered Sales of Equity Securities.
  
  On March 16, 2005, NCT Group, Inc. ("NCT") entered into preferred stock purchase
  agreements  to sell an  aggregate  of  975.55767  shares of NCT's newly  created
  series I convertible  preferred  stock to four of NCT's  executive  officers,  a
  non-executive  officer  of NCT, a holder of shares of  preferred  stock of NCT's
  subsidiary,  Artera Group Inc., and Steven  Salkind,  the son of Carole Salkind,
  the beneficial owner of approximately  91% of our common stock. The consummation
  of these sales  occurred on March 22, 2005.  The series I preferred  stock has a
  stated  value of $1,000  per share.  No  dividends  are  payable on the series I
  preferred  stock. The series I preferred stock is junior in rank to NCT's series
  H convertible  preferred stock, but senior in rank to NCT's common stock and has
  preferences  over the common  stock with respect to  distributions  and payments
  upon the liquidation,  dissolution or winding up of NCT. The holders of series I
  preferred  stock have no voting rights (except as may be required by law).  Each
  share of series I  preferred  stock is  convertible  into  approximately  47,619
  shares of NCT common  stock,  determined  by dividing the $1,000 stated value by
  the fixed conversion price of $0.0210 per share. This conversion price is higher
  than the fair market  value of NCT common stock on March 16, 2005 of $0.0185 per
  share.  The 975.55767  issued and  outstanding  shares of NCT series I preferred
  stock are convertible into approximately  46,455,127 shares of NCT common stock.
  However, the series I preferred stock is not convertible until 20 days after NCT
  stockholders  approve  an  increase  in the number of  authorized  shares of NCT
  common stock.
  
  NCT sold an  aggregate of  305.55767  shares of its series I preferred  stock to
  four  executive  officers  and one  non-executive  officer in  exchange  for the
  forgiveness  of accrued but unpaid  incentive  cash bonuses of $490,000  (before
  income tax withholding). The specific terms of each of these five agreements are
  as follows:
  
  
                                                           Net Bonus
                                                             Amount
                                            Gross           After Tax     Shares
                 Name                    Bonus Amount     Withholding    Purchased
                 ----                    ------------     -----------    ---------
  
  Michael J. Parrella, Chief Executive    $ 125,000       $   81,000            81
    Officer and Chairman of NCT
  
  Irene Lebovics, President of NCT           46,000           27,000            27
  
  Cy E. Hammond, Senior Vice President       72,000           41,000            41
    and Chief Financial Officer of NCT
  
  R. Wayne Darville, Chief Operating        100,000        63,332.53      63.33253
    Officer, Artera Group, Inc.
  
  Non-Executive Officer of NCT              147,000        93,225.14      93.22514
  
                                         2
  <PAGE>
  
  
  NCT also  sold 160  shares  of  series I  preferred  stock to an  individual  in
  exchange for 271 shares of series A convertible preferred stock of Artera Group.
  
  Finally,  NCT sold 510 shares of series I preferred  stock to Steven  Salkind in
  exchange  for the  forgiveness  and  release  of an  aggregate  of  unpaid  cash
  consulting fees of $510,000 accrued through June 12, 2005. These consulting fees
  were  originally  payable to a total of seven  entities  affiliated  with Steven
  and/or Carole Salkind, but were subsequently assigned to Steven Salkind by these
  entities.
  
  The sale of the series I convertible  preferred  stock 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:
  
  3.1       Certificate  of  Designations,  Preferences  and  Rights  of  Series I
            Convertible  Preferred Stock of NCT Group, Inc. as filed in the office
            of the Secretary of State of the State of Delaware on March 15, 2005.
  
  10.1(a)   Form of Preferred Stock Purchase  Agreement between NCT Group, Inc.
            and certain NCT Group, Inc. executive officers.
  
  10.1(b)   Schedule of purchasers.
  
                                         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.
  
  Date:  March 22, 2005
  
                                                   By:   /s/  Cy E. Hammond
                                                         -------------------------
                                                         Cy E. Hammond
                                                         Senior Vice President and
                                                         Chief Financial Officer
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind031605.txt", "description": "FORM 8-K", "secsgml_size_bytes": 7131}]
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": "05696615"}, "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): March 16, 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 3.02.   Unregistered Sales of Equity Securities.
  
  On March 16, 2005, NCT Group, Inc. ("NCT") entered into preferred stock purchase
  agreements  to sell an  aggregate  of  975.55767  shares of NCT's newly  created
  series I convertible  preferred  stock to four of NCT's  executive  officers,  a
  non-executive  officer  of NCT, a holder of shares of  preferred  stock of NCT's
  subsidiary,  Artera Group Inc., and Steven  Salkind,  the son of Carole Salkind,
  the beneficial owner of approximately  91% of our common stock. The consummation
  of these sales  occurred on March 22, 2005.  The series I preferred  stock has a
  stated  value of $1,000  per share.  No  dividends  are  payable on the series I
  preferred  stock. The series I preferred stock is junior in rank to NCT's series
  H convertible  preferred stock, but senior in rank to NCT's common stock and has
  preferences  over the common  stock with respect to  distributions  and payments
  upon the liquidation,  dissolution or winding up of NCT. The holders of series I
  preferred  stock have no voting rights (except as may be required by law).  Each
  share of series I  preferred  stock is  convertible  into  approximately  47,619
  shares of NCT common  stock,  determined  by dividing the $1,000 stated value by
  the fixed conversion price of $0.0210 per share. This conversion price is higher
  than the fair market  value of NCT common stock on March 16, 2005 of $0.0185 per
  share.  The 975.55767  issued and  outstanding  shares of NCT series I preferred
  stock are convertible into approximately  46,455,127 shares of NCT common stock.
  However, the series I preferred stock is not convertible until 20 days after NCT
  stockholders  approve  an  increase  in the number of  authorized  shares of NCT
  common stock.
  
  NCT sold an  aggregate of  305.55767  shares of its series I preferred  stock to
  four  executive  officers  and one  non-executive  officer in  exchange  for the
  forgiveness  of accrued but unpaid  incentive  cash bonuses of $490,000  (before
  income tax withholding). The specific terms of each of these five agreements are
  as follows:
  
                                                           Net Bonus
                                                             Amount
                                            Gross           After Tax     Shares
                 Name                    Bonus Amount     Withholding    Purchased
                 ----                    ------------     -----------    ---------
  
  Michael J. Parrella, Chief Executive    $ 125,000       $   81,000            81
    Officer and Chairman of NCT
  
  Irene Lebovics, President of NCT           46,000           27,000            27
  
  Cy E. Hammond, Senior Vice President       72,000           41,000            41
    and Chief Financial Officer of NCT
  
  R. Wayne Darville, Chief Operating        100,000        63,332.53      63.33253
    Officer, Artera Group, Inc.
  
  Non-Executive Officer of NCT              147,000        93,225.14      93.22514
  
                                         2
  NCT also  sold 160  shares  of  series I  preferred  stock to an  individual  in
  exchange for 271 shares of series A convertible preferred stock of Artera Group.
  
  Finally,  NCT sold 510 shares of series I preferred  stock to Steven  Salkind in
  exchange  for the  forgiveness  and  release  of an  aggregate  of  unpaid  cash
  consulting fees of $510,000 accrued through June 12, 2005. These consulting fees
  were  originally  payable to a total of seven  entities  affiliated  with Steven
  and/or Carole Salkind, but were subsequently assigned to Steven Salkind by these
  entities.
  
  The sale of the series I convertible  preferred  stock 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:
  
  3.1       Certificate  of  Designations,  Preferences  and  Rights  of  Series I
            Convertible  Preferred Stock of NCT Group, Inc. as filed in the office
            of the Secretary of State of the State of Delaware on March 15, 2005.
  
  10.1(a)   Form of Preferred Stock Purchase  Agreement between NCT Group, Inc.
            and certain NCT Group, Inc. executive officers.
  
  10.1(b)   Schedule of purchasers.
  
                                         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.
  
  Date:  March 22, 2005
  
                                                   By:   /s/  Cy E. Hammond
                                                         -------------------------
                                                         Cy E. Hammond
                                                         Senior Vice President and
                                                         Chief Financial Officer
  
                                         4