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): September 26, 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 September 26, 2005,  NCT Group,  Inc.  ("NCT")  issued  Carole  Salkind an 8%
  convertible note in the principal amount of $350,000, for which Ms. Salkind paid
  NCT $350,000 in cash.  Also on September 26, 2005,  NCT issued Carole Salkind an
  8%  convertible  note in the  principal  amount of  $3,255,753.98  to cure NCT's
  default  under notes dated March 8, March 11 and March 23, 2005.  The  principal
  amount  of  this  note   represents   the   aggregate   principal   rolled  over
  ($2,848,640.77),  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 six months from the date of issuance. 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 notes may be converted into shares of NCT common stock  (542,625,663  shares
  for the  $3,255,753.98  note at a  conversion  price  per  share of  $0.006  and
  70,000,000  shares  for the  $350,000  note at a  conversion  price per share of
  $0.005) 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  53,750,000  shares of NCT  common  stock at an
  exercise price per share of $0.006 and 15,000,000  shares of NCT common stock at
  an exercise price per share of $0.005.
  
  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)).
  
                                         2
  <PAGE>
  
  10.1(b)        Schedule of Secured  Convertible  Note (new financing)  issued by
                 NCT Group, Inc. to Carole Salkind on September 26, 2005.
  
  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 September 26, 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 September 26, 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 September 26, 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:  September 30, 2005
  
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-092605.txt", "description": "FORM 8-K", "secsgml_size_bytes": 7364}]
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": "051113520"}, "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): September 26, 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 September 26, 2005,  NCT Group,  Inc.  ("NCT")  issued  Carole  Salkind an 8%
  convertible note in the principal amount of $350,000, for which Ms. Salkind paid
  NCT $350,000 in cash.  Also on September 26, 2005,  NCT issued Carole Salkind an
  8%  convertible  note in the  principal  amount of  $3,255,753.98  to cure NCT's
  default  under notes dated March 8, March 11 and March 23, 2005.  The  principal
  amount  of  this  note   represents   the   aggregate   principal   rolled  over
  ($2,848,640.77),  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 six months from the date of issuance. 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 notes may be converted into shares of NCT common stock  (542,625,663  shares
  for the  $3,255,753.98  note at a  conversion  price  per  share of  $0.006  and
  70,000,000  shares  for the  $350,000  note at a  conversion  price per share of
  $0.005) 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  53,750,000  shares of NCT  common  stock at an
  exercise price per share of $0.006 and 15,000,000  shares of NCT common stock at
  an exercise price per share of $0.005.
  
  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)).
  
                                         2
  10.1(b)        Schedule of Secured  Convertible  Note (new financing)  issued by
                 NCT Group, Inc. to Carole Salkind on September 26, 2005.
  
  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 September 26, 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 September 26, 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 September 26, 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:  September 30, 2005
  
                                         4