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): May 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 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 May 16, 2005, NCT Group, Inc. ("NCT") issued Carole Salkind an 8% convertible
  note in the  principal  amount  of  $350,000,  for which  Ms.  Salkind  paid NCT
  $350,000 in cash. On May 18, 2005,  NCT issued Carole  Salkind an 8% convertible
  note in the principal  amount of  $485,934.02 to cure NCT's default under a note
  dated  October  8,  2004.  The  principal  amount  of this note  represents  the
  principal  rolled over  ($425,000),  default  penalty  (10% of the  principal in
  default) and accrued interest. The notes are secured by substantially all of the
  assets of NCT. The notes mature six months from the dates of issuance. The notes
  bear  interest  at 8% per  annum  until  the due  dates of the  notes,  and bear
  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  notes.  At the
  election  of Ms.  Salkind,  the  notes may be  converted  into an  aggregate  of
  67,962,115 shares of NCT common stock at a conversion price per share of $0.0123
  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 notes contain  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 these  notes,  NCT  issued  Ms.  Salkind
  five-year  warrants to acquire an aggregate of  15,250,000  shares of NCT common
  stock at an exercise price per share of $0.0123.
  
  The issuance of the notes and warrants 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 (new financings)  issued by NCT
                 Group, Inc. to Carole Salkind  (incorporated  herein by reference
                 to Exhibit 10.8(a) of the registrant's Annual Report on Form 10-K
                 for the year ended December 31, 2004 (File No. 0-18267)).
  
                                         2
  <PAGE>
  
  10.1(b)        Schedule of Secured  Convertible  Note (new financing)  issued by
                 NCT Group, Inc. to Carole Salkind on May 16, 2005.
  
  10.2(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)).
  
  10.2(b)        Schedule of Secured Convertible Note (refinancing)  issued by NCT
                 Group, Inc. to Carole Salkind on May 18, 2005.
  
  10.3(a)        Form of Warrant  (new  financings)  issued by NCT Group,  Inc. to
                 Carole  Salkind  (incorporated  herein by  reference  to  Exhibit
                 10.10(a) of the  registrant's  Annual Report on Form 10-K for the
                 year ended December 31, 2004 (File No. 0-18267)).
  
  10.3(b)        Schedule of Warrant (new financing)  issued by NCT Group, Inc. to
                 Carole Salkind on May 16, 2005.
  
  10.4(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)).
  
  10.4(b)        Schedule of Warrant  (refinancing)  issued by NCT Group,  Inc. to
                 Carole Salkind on May 18, 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 and
                                                         Chief Financial Officer
  
  
  Date:  May 20, 2005
  
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-051605.txt", "description": "FORM 8-K", "secsgml_size_bytes": 7083}]
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": "05848831"}, "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): May 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 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 May 16, 2005, NCT Group, Inc. ("NCT") issued Carole Salkind an 8% convertible
  note in the  principal  amount  of  $350,000,  for which  Ms.  Salkind  paid NCT
  $350,000 in cash. On May 18, 2005,  NCT issued Carole  Salkind an 8% convertible
  note in the principal  amount of  $485,934.02 to cure NCT's default under a note
  dated  October  8,  2004.  The  principal  amount  of this note  represents  the
  principal  rolled over  ($425,000),  default  penalty  (10% of the  principal in
  default) and accrued interest. The notes are secured by substantially all of the
  assets of NCT. The notes mature six months from the dates of issuance. The notes
  bear  interest  at 8% per  annum  until  the due  dates of the  notes,  and bear
  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  notes.  At the
  election  of Ms.  Salkind,  the  notes may be  converted  into an  aggregate  of
  67,962,115 shares of NCT common stock at a conversion price per share of $0.0123
  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 notes contain  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 these  notes,  NCT  issued  Ms.  Salkind
  five-year  warrants to acquire an aggregate of  15,250,000  shares of NCT common
  stock at an exercise price per share of $0.0123.
  
  The issuance of the notes and warrants 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 (new financings)  issued by NCT
                 Group, Inc. to Carole Salkind  (incorporated  herein by reference
                 to Exhibit 10.8(a) of the registrant's Annual Report on Form 10-K
                 for the year ended December 31, 2004 (File No. 0-18267)).
  
                                         2
  10.1(b)        Schedule of Secured  Convertible  Note (new financing)  issued by
                 NCT Group, Inc. to Carole Salkind on May 16, 2005.
  
  10.2(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)).
  
  10.2(b)        Schedule of Secured Convertible Note (refinancing)  issued by NCT
                 Group, Inc. to Carole Salkind on May 18, 2005.
  
  10.3(a)        Form of Warrant  (new  financings)  issued by NCT Group,  Inc. to
                 Carole  Salkind  (incorporated  herein by  reference  to  Exhibit
                 10.10(a) of the  registrant's  Annual Report on Form 10-K for the
                 year ended December 31, 2004 (File No. 0-18267)).
  
  10.3(b)        Schedule of Warrant (new financing)  issued by NCT Group, Inc. to
                 Carole Salkind on May 16, 2005.
  
  10.4(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)).
  
  10.4(b)        Schedule of Warrant  (refinancing)  issued by NCT Group,  Inc. to
                 Carole Salkind on May 18, 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 and
                                                         Chief Financial Officer
  
  Date:  May 20, 2005
  
                                         4