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): April 14, 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 April  14,  2005,  NCT  Group,  Inc.  ("NCT")  issued  Carole  Salkind  an 8%
  convertible note in the principal amount of $390,000, for which Ms. Salkind paid
  NCT $390,000 in cash.  Also on April 14, 2005,  NCT issued Carole  Salkind an 8%
  convertible  note in the principal  amount of  $457,970.18 to cure NCT's default
  under a note dated October 1, 2004. The principal amount of this note represents
  the principal rolled over  ($400,000),  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 on October 14, 2005.  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 on October 14,  2005.  At the election of Ms.  Salkind,  the
  notes may be  converted  into an aggregate  of  65,228,475  shares of NCT common
  stock at a  conversion  price per share of $0.013  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  14,750,000  shares of NCT common
  stock at an exercise price per share of $0.013.
  
  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)).
  
  10.1(b)   Schedule of Secured  Convertible  Note (new financing) issued  by  NCT
            Group, Inc. to Carole Salkind on April 14, 2005.
  
                                         2
  <PAGE>
  
  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 April 14, 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 April 14, 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 April 14, 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:    April 20, 2005
  
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-041805.txt", "description": "FORM 8-K", "secsgml_size_bytes": 6941}]
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": "05761842"}, "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): April 14, 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 April  14,  2005,  NCT  Group,  Inc.  ("NCT")  issued  Carole  Salkind  an 8%
  convertible note in the principal amount of $390,000, for which Ms. Salkind paid
  NCT $390,000 in cash.  Also on April 14, 2005,  NCT issued Carole  Salkind an 8%
  convertible  note in the principal  amount of  $457,970.18 to cure NCT's default
  under a note dated October 1, 2004. The principal amount of this note represents
  the principal rolled over  ($400,000),  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 on October 14, 2005.  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 on October 14,  2005.  At the election of Ms.  Salkind,  the
  notes may be  converted  into an aggregate  of  65,228,475  shares of NCT common
  stock at a  conversion  price per share of $0.013  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  14,750,000  shares of NCT common
  stock at an exercise price per share of $0.013.
  
  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)).
  
  10.1(b)   Schedule of Secured  Convertible  Note (new financing) issued  by  NCT
            Group, Inc. to Carole Salkind on April 14, 2005.
  
                                         2
  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 April 14, 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 April 14, 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 April 14, 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:    April 20, 2005
  
                                         4