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 30, 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 30, 2005,  NCT Group,  Inc.  ("NCT")  issued  Carole  Salkind an 8%
  convertible  note in the principal  amount of  $444,872.73 to cure NCT's default
  under a note dated March 29, 2005. The principal  amount of this note represents
  the principal rolled over  ($390,000),  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 88,974,546 shares of NCT
  common stock 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 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 7,500,000 shares of NCT common stock at an exercise
  price per share of $0.005.
  
  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 September 30, 2005.
  
                                         2
  <PAGE>
  
  10.2(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)).
  
  10.2(b)        Schedule of Warrant  (refinancing)  issued by NCT Group,  Inc. to
                 Carole Salkind on September 30, 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:  October 5, 2005
  
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-093005.txt", "description": "FORM 8-K", "secsgml_size_bytes": 5981}]
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": "051124790"}, "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 30, 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 30, 2005,  NCT Group,  Inc.  ("NCT")  issued  Carole  Salkind an 8%
  convertible  note in the principal  amount of  $444,872.73 to cure NCT's default
  under a note dated March 29, 2005. The principal  amount of this note represents
  the principal rolled over  ($390,000),  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 88,974,546 shares of NCT
  common stock 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 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 7,500,000 shares of NCT common stock at an exercise
  price per share of $0.005.
  
  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 September 30, 2005.
  
                                         2
  10.2(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)).
  
  10.2(b)        Schedule of Warrant  (refinancing)  issued by NCT Group,  Inc. to
                 Carole Salkind on September 30, 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:  October 5, 2005
  
                                         4