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): August 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 August  8,  2005,  NCT  Group,  Inc.  ("NCT")  issued  Carole  Salkind  an 8%
  convertible note in the principal amount of $5.0 million,  for which Ms. Salkind
  paid us $1.0 million in cash.  NCT intends to use these cash proceeds  primarily
  to  finance  the  purchase  of  certain  computer  equipment  to be  used  by in
  connection with the anticipated  expansion of the business of NCT's wholly owned
  subsidiary,  Artera Group,  Inc. The note is secured by substantially all of the
  assets of NCT. The note  matures six months from the date of issuance.  Interest
  is payable upon  maturity of the note.  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. At the election
  of Ms. Salkind,  the note may be converted into 500,000,000 shares of NCT common
  stock at a conversion price per share of $0.01 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 this  note,  NCT  issued  Ms.  Salkind a
  five-year  warrant  to  acquire  93,000,000  shares  of NCT  common  stock at an
  exercise price per share of $0.01.
  
  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 (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)).
  
  10.1(b)   Schedule of Secured  Convertible  Note (new  financing)  issued by NCT
            Group, Inc. to Carole Salkind on August 8, 2005.
  
                                         2
  <PAGE>
  
  10.2(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)).
  
  10.2(b)   Schedule  of Warrant  (new  financing)  issued by NCT Group,  Inc.  to
            Carole Salkind on August 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 and
                                                         Chief Financial Officer
  
  
  Date:  August 12, 2005
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-080805.txt", "description": "FORM-8K", "secsgml_size_bytes": 5983}]
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": "051019892"}, "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): August 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 August  8,  2005,  NCT  Group,  Inc.  ("NCT")  issued  Carole  Salkind  an 8%
  convertible note in the principal amount of $5.0 million,  for which Ms. Salkind
  paid us $1.0 million in cash.  NCT intends to use these cash proceeds  primarily
  to  finance  the  purchase  of  certain  computer  equipment  to be  used  by in
  connection with the anticipated  expansion of the business of NCT's wholly owned
  subsidiary,  Artera Group,  Inc. The note is secured by substantially all of the
  assets of NCT. The note  matures six months from the date of issuance.  Interest
  is payable upon  maturity of the note.  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. At the election
  of Ms. Salkind,  the note may be converted into 500,000,000 shares of NCT common
  stock at a conversion price per share of $0.01 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 this  note,  NCT  issued  Ms.  Salkind a
  five-year  warrant  to  acquire  93,000,000  shares  of NCT  common  stock at an
  exercise price per share of $0.01.
  
  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 (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)).
  
  10.1(b)   Schedule of Secured  Convertible  Note (new  financing)  issued by NCT
            Group, Inc. to Carole Salkind on August 8, 2005.
  
                                         2
  10.2(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)).
  
  10.2(b)   Schedule  of Warrant  (new  financing)  issued by NCT Group,  Inc.  to
            Carole Salkind on August 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 and
                                                         Chief Financial Officer
  
  Date:  August 12, 2005
  
                                         4