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 29, 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  29,  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.  The note  matures on  September  29,  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  21,666,667  shares  of NCT  common  stock at a
  conversion  price per share of $0.018 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 the note, NCT issued Ms. Salkind a five-year
  warrant to acquire 7,000,000 shares of NCT common stock at an exercise price per
  share of $0.018.
  
  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
  
  4.1       Warrant dated March 29, 2005 issued to Carole Salkind for the purchase
            of 7,000,000  shares of NCT common stock at a purchase price of $0.018
            per share.
  
  10.01     Secured  Convertible  Note in principal amount of $390,000 dated March
            29, 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:  April 4, 2005
  
                                         3
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-032905.txt", "description": "FORM 8-K", "secsgml_size_bytes": 5151}]
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": "05728161"}, "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 29, 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  29,  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.  The note  matures on  September  29,  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  21,666,667  shares  of NCT  common  stock at a
  conversion  price per share of $0.018 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 the note, NCT issued Ms. Salkind a five-year
  warrant to acquire 7,000,000 shares of NCT common stock at an exercise price per
  share of $0.018.
  
  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
  
  4.1       Warrant dated March 29, 2005 issued to Carole Salkind for the purchase
            of 7,000,000  shares of NCT common stock at a purchase price of $0.018
            per share.
  
  10.01     Secured  Convertible  Note in principal amount of $390,000 dated March
            29, 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:  April 4, 2005
  
                                         3