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 23, 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 March  23,  2005,  NCT  Group,  Inc.  ("NCT")  issued  Carole  Salkind  an 8%
  convertible  note in the principal amount of $2,001,439.22 to cure NCT's default
  under two notes dated  September  14,  2004.  The  principal  amount of the note
  represents the aggregate principal rolled over ($1,751,034.50),  default penalty
  (10% of the  principal  in default)  and accrued  interest.  The note matures on
  September 23, 2005.  The note is secured by  substantially  all of the assets of
  NCT. 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 an  aggregate  of
  109,368,263  shares  of NCT  common  stock at a  conversion  price  per share of
  $0.0183 or 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 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 these  notes,  NCT  issued  Ms.  Salkind
  five-year  warrants to acquire an aggregate of  33,000,000  shares of NCT common
  stock at an exercise price per share of $0.0183.
  
  The issuance of the note 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 March 23, 2005 issued to Carole Salkind for the purchase
            of  33,000,000  shares  of NCT  common  stock at a  purchase  price of
            $0.0183 per share.
  
  10.01     Secured  Convertible Note in principal  amount of $2,001,439.22  dated
            March 23, 2005 issued by NCT to Carole Salkind.
  
                                         2
  <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:  March 29, 2005
  
  
                                         3
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-032305.txt", "description": "FORM 8K", "secsgml_size_bytes": 5391}]
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": "05709956"}, "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 23, 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 March  23,  2005,  NCT  Group,  Inc.  ("NCT")  issued  Carole  Salkind  an 8%
  convertible  note in the principal amount of $2,001,439.22 to cure NCT's default
  under two notes dated  September  14,  2004.  The  principal  amount of the note
  represents the aggregate principal rolled over ($1,751,034.50),  default penalty
  (10% of the  principal  in default)  and accrued  interest.  The note matures on
  September 23, 2005.  The note is secured by  substantially  all of the assets of
  NCT. 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 an  aggregate  of
  109,368,263  shares  of NCT  common  stock at a  conversion  price  per share of
  $0.0183 or 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 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 these  notes,  NCT  issued  Ms.  Salkind
  five-year  warrants to acquire an aggregate of  33,000,000  shares of NCT common
  stock at an exercise price per share of $0.0183.
  
  The issuance of the note 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 March 23, 2005 issued to Carole Salkind for the purchase
            of  33,000,000  shares  of NCT  common  stock at a  purchase  price of
            $0.0183 per share.
  
  10.01     Secured  Convertible Note in principal  amount of $2,001,439.22  dated
            March 23, 2005 issued by NCT to Carole Salkind.
  
                                         2
  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:  March 29, 2005
  
                                         3