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): February 9, 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  February  9, 2005,  NCT Group,  Inc.  ("NCT")  issued  Carole  Salkind an 8%
  convertible note in the principal amount of $400,000, for which Ms. Salkind paid
  NCT $400,000 in cash.  Also on February 9, 2005, NCT issued Carole Salkind an 8%
  convertible note in the principal amount of $15,986,793.78 to cure NCT's default
  under two notes dated August 2, 2004.  The principal  amount of this February 9,
  2005 note  represents  the  aggregate  principal  rolled over  ($13,987,645.08),
  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
  August 9, 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 August 9, 2005. At
  the election of Ms.  Salkind,  the notes may be  converted  into an aggregate of
  910,377,432 shares of NCT common stock at a conversion price per share of $0.018
  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 270,000,000  shares of NCT common
  stock at an exercise price per share of $0.018.
  
  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
  
  4.1       Warrant  dated  February  9, 2005  issued to  Carole  Salkind  for the
            purchase of 6,750,000  shares of NCT common stock at a purchase  price
            of $0.018 per share.
  
  4.2       Warrant  dated  February  9, 2005  issued to  Carole  Salkind  for the
            purchase of 263,250,000 shares of NCT common stock at a purchase price
            of $0.018 per share.
  
                                         2
  <PAGE>
  
  
  10.01     Secured  Convertible  Note  in  principal  amount  of  $400,000  dated
            February 9, 2005 issued by NCT to Carole Salkind.
  
  10.02     Secured  Convertible Note in principal amount of $15,986,793.78  dated
            February 9, 2005 issued by NCT to Carole Salkind.
  
                                         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:  February 15, 2005
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind020905.txt", "description": "FORM 8-K", "secsgml_size_bytes": 5960}]
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": "05616526"}, "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): February 9, 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  February  9, 2005,  NCT Group,  Inc.  ("NCT")  issued  Carole  Salkind an 8%
  convertible note in the principal amount of $400,000, for which Ms. Salkind paid
  NCT $400,000 in cash.  Also on February 9, 2005, NCT issued Carole Salkind an 8%
  convertible note in the principal amount of $15,986,793.78 to cure NCT's default
  under two notes dated August 2, 2004.  The principal  amount of this February 9,
  2005 note  represents  the  aggregate  principal  rolled over  ($13,987,645.08),
  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
  August 9, 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 August 9, 2005. At
  the election of Ms.  Salkind,  the notes may be  converted  into an aggregate of
  910,377,432 shares of NCT common stock at a conversion price per share of $0.018
  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 270,000,000  shares of NCT common
  stock at an exercise price per share of $0.018.
  
  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
  
  4.1       Warrant  dated  February  9, 2005  issued to  Carole  Salkind  for the
            purchase of 6,750,000  shares of NCT common stock at a purchase  price
            of $0.018 per share.
  
  4.2       Warrant  dated  February  9, 2005  issued to  Carole  Salkind  for the
            purchase of 263,250,000 shares of NCT common stock at a purchase price
            of $0.018 per share.
  
                                         2
  10.01     Secured  Convertible  Note  in  principal  amount  of  $400,000  dated
            February 9, 2005 issued by NCT to Carole Salkind.
  
  10.02     Secured  Convertible Note in principal amount of $15,986,793.78  dated
            February 9, 2005 issued by NCT to Carole Salkind.
  
                                         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:  February 15, 2005
  
                                         4