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): June 24, 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  June  24,  2005,  NCT  Group,  Inc.  ("NCT")  issued  Carole  Salkind  an 8%
  convertible note in the principal amount of $576,000, for which Ms. Salkind paid
  NCT $576,000 in cash. The note is secured by substantially  all of the assets of
  NCT. The note matures on December  24, 2005.  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  36,000,000  shares of NCT common  stock at a conversion
  price  per  share of  $0.016 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 the note, NCT issued Ms. Salkind a five-year
  warrant to acquire  35,000,000  shares of NCT common stock at an exercise  price
  per share of $0.016.
  
  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 (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 June 24, 2005.
  
  10.2(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)).
  
                                         2
  <PAGE>
  
  10.2(b)        Schedule of Warrant (new financing)  issued by NCT Group, Inc. to
                 Carole Salkind on June 24, 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:  June 30, 2005
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-062405.txt", "description": "FORM-8K", "secsgml_size_bytes": 5765}]
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": "05929063"}, "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): June 24, 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  June  24,  2005,  NCT  Group,  Inc.  ("NCT")  issued  Carole  Salkind  an 8%
  convertible note in the principal amount of $576,000, for which Ms. Salkind paid
  NCT $576,000 in cash. The note is secured by substantially  all of the assets of
  NCT. The note matures on December  24, 2005.  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  36,000,000  shares of NCT common  stock at a conversion
  price  per  share of  $0.016 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 the note, NCT issued Ms. Salkind a five-year
  warrant to acquire  35,000,000  shares of NCT common stock at an exercise  price
  per share of $0.016.
  
  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 (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 June 24, 2005.
  
  10.2(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)).
  
                                         2
  10.2(b)        Schedule of Warrant (new financing)  issued by NCT Group, Inc. to
                 Carole Salkind on June 24, 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:  June 30, 2005
  
                                         4