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): February 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 February  16, 2005,  NCT Group,  Inc.  ("NCT")  issued  Carole  Salkind an 8%
  convertible note in the principal amount of $400,000, for which Ms. Salkind paid
  NCT $400,000 in cash. The note matures on August 16, 2005. On February 21, 2005,
  NCT issued Carole  Salkind an 8%  convertible  note in the  principal  amount of
  $457,761.83  to cure NCT's  default  under a note dated  August  10,  2004.  The
  principal  amount of the February 21, 2005 note represents the principal  rolled
  over  ($400,000),  default penalty (10% of the principal in default) and accrued
  interest.  The February 21, 2005 note matures on August 21, 2005.  The notes are
  secured by substantially all of the assets of NCT. The notes bear interest at 8%
  per annum until the due date 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 February 16, 2005 note may be converted into 21,739,130 shares of NCT common
  stock at a conversion  price per share of $0.0184 and the February 21, 2005 note
  may be  converted  into  23,474,966  shares of NCT common  stock at a conversion
  price per share of $0.0195 or either note may be 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 a
  five-year warrant to acquire 6,750,000 shares of NCT common stock at an exercise
  price per share of $0.0184 and a five-year  warrant to acquire  7,750,000 shares
  of NCT common stock at an exercise price per share of $0.0195.
  
  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
  
  4.1       Warrant  dated  February  16,  2005  issued to Carole  Salkind for the
            purchase of 6,750,000  shares of NCT common stock at a purchase  price
            of $0.0184 per share.
  
                                         2
  <PAGE>
  
  
  4.2       Warrant  dated  February  21,  2005  issued to Carole  Salkind for the
            purchase of 7,750,000  shares of NCT common stock at a purchase  price
            of $0.0195 per share.
  
  10.01     Secured  Convertible  Note  in  principal  amount  of  $400,000  dated
            February 16, 2005 issued by NCT to Carole Salkind.
  
  10.02     Secured  Convertible  Note in principal  amount of  $457,761.83  dated
            February 21, 2005 issued by NCT to Carole Salkind.
  
  
                                         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:    February 23, 2005
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-021605.txt", "description": "FORM 8-K", "secsgml_size_bytes": 6267}]
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": "05634328"}, "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): February 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 February  16, 2005,  NCT Group,  Inc.  ("NCT")  issued  Carole  Salkind an 8%
  convertible note in the principal amount of $400,000, for which Ms. Salkind paid
  NCT $400,000 in cash. The note matures on August 16, 2005. On February 21, 2005,
  NCT issued Carole  Salkind an 8%  convertible  note in the  principal  amount of
  $457,761.83  to cure NCT's  default  under a note dated  August  10,  2004.  The
  principal  amount of the February 21, 2005 note represents the principal  rolled
  over  ($400,000),  default penalty (10% of the principal in default) and accrued
  interest.  The February 21, 2005 note matures on August 21, 2005.  The notes are
  secured by substantially all of the assets of NCT. The notes bear interest at 8%
  per annum until the due date 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 February 16, 2005 note may be converted into 21,739,130 shares of NCT common
  stock at a conversion  price per share of $0.0184 and the February 21, 2005 note
  may be  converted  into  23,474,966  shares of NCT common  stock at a conversion
  price per share of $0.0195 or either note may be 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 a
  five-year warrant to acquire 6,750,000 shares of NCT common stock at an exercise
  price per share of $0.0184 and a five-year  warrant to acquire  7,750,000 shares
  of NCT common stock at an exercise price per share of $0.0195.
  
  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
  
  4.1       Warrant  dated  February  16,  2005  issued to Carole  Salkind for the
            purchase of 6,750,000  shares of NCT common stock at a purchase  price
            of $0.0184 per share.
  
                                         2
  4.2       Warrant  dated  February  21,  2005  issued to Carole  Salkind for the
            purchase of 7,750,000  shares of NCT common stock at a purchase  price
            of $0.0195 per share.
  
  10.01     Secured  Convertible  Note  in  principal  amount  of  $400,000  dated
            February 16, 2005 issued by NCT to Carole Salkind.
  
  10.02     Secured  Convertible  Note in principal  amount of  $457,761.83  dated
            February 21, 2005 issued by NCT to Carole Salkind.
  
                                         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:    February 23, 2005
  
                                         4