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 10, 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  10,  2005,  NCT  Group,  Inc.  ("NCT")  issued  Carole  Salkind an 8%
  convertible note in the principal amount of $18,681,625.40 to cure NCT's default
  under two notes  dated  February  9,  2005.  The  principal  amount of this note
  represents the aggregate principal rolled over ($16,386,793.78), default penalty
  (10% of the principal in default) and accrued  interest.  The note is secured by
  substantially  all of the assets of NCT.  The note  matures  six months from the
  date of issuance.  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
  1,868,162,540  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 an aggregate of  307,750,000  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 (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)).
  
  10.1(b)      Schedule of  Secured  Convertible Note (refinancing)  issued by NCT
               Group, Inc. to Carole Salkind on August 10, 2005.
  
                                         2
  <PAGE>
  
  10.2(a)      Form of Warrant (refinancings) issued  by NCT Group, Inc. to  Carol
               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)).
  
  10.2(b)      Schedule  of  Warrant (refinancing) issued  by  NCT Group, Inc.  to
               Carole Salkind on August 10, 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 16, 2005
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-081005.txt", "description": "FORM 8-K", "secsgml_size_bytes": 5995}]
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": "051030632"}, "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 10, 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  10,  2005,  NCT  Group,  Inc.  ("NCT")  issued  Carole  Salkind an 8%
  convertible note in the principal amount of $18,681,625.40 to cure NCT's default
  under two notes  dated  February  9,  2005.  The  principal  amount of this note
  represents the aggregate principal rolled over ($16,386,793.78), default penalty
  (10% of the principal in default) and accrued  interest.  The note is secured by
  substantially  all of the assets of NCT.  The note  matures  six months from the
  date of issuance.  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
  1,868,162,540  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 an aggregate of  307,750,000  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 (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)).
  
  10.1(b)      Schedule of  Secured  Convertible Note (refinancing)  issued by NCT
               Group, Inc. to Carole Salkind on August 10, 2005.
  
                                         2
  10.2(a)      Form of Warrant (refinancings) issued  by NCT Group, Inc. to  Carol
               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)).
  
  10.2(b)      Schedule  of  Warrant (refinancing) issued  by  NCT Group, Inc.  to
               Carole Salkind on August 10, 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 16, 2005
  
                                         4