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): April 13, 2006
  
  
  
                                   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 4.02.  Non-Reliance on Previously Issued Financial  Statements or a Related
              Audit Report or Completed Interim Review.
  
       On April 7,  2006,  the  management  of NCT  Group,  Inc.  ("NCT"  or "we")
  concluded  that we should restate our  previously  issued  audited  consolidated
  financial  statements contained in our Annual Report on Form 10-K/A for the year
  ended  December  31,  2004  and  our  previously   issued  unaudited   condensed
  consolidated  financial  statements  contained in our Quarterly  Reports on Form
  10-Q or Form 10-Q/A for the three months  ended March 31, June 30 and  September
  30, 2005. On April 13, 2006,  the Audit  Committee of our Board of Directors met
  and discussed this matter with management and our independent  registered public
  accounting firm, Eisner LLP, and concurred with management's conclusion.
  
       During our fiscal  2005  audit,  we  determined  that the method we used to
  account for certain options,  warrants and other convertible  equity instruments
  with  freestanding  derivatives  or  embedded  derivative  features  was  not in
  accordance with the requirements of the Financial  Accounting  Standards Board's
  Emerging Issue Task Force Issue No. 00-19,  "Accounting for Derivative Financial
  Instruments  Indexed to, and Potentially  Settled in, a Company's Own Stock." We
  had  previously  classified  options and warrants to purchase  stock and certain
  other  convertible  equity  instruments as equity.  Because at December 31, 2005
  (and earlier  balance  sheet  dates),  we could not be sure that we had adequate
  authorized  shares  of  common  stock  for the  conversion  or  exercise  of all
  outstanding  instruments  (due, in part, to certain  conversion rates which vary
  with the fair value of our common stock), EITF No. 00-19 requires us to classify
  these instruments as liabilities.  Therefore, we are required to record the fair
  value of the  options  and  warrants,  embedded  derivatives  and certain of our
  preferred stock at fair value on our consolidated balance sheets. Changes in the
  fair values of these instruments will result in adjustments to the amount of the
  recorded  liabilities and the corresponding gain or loss will be recorded in our
  consolidated  statements of  operations.  At the date of the  conversion of each
  respective instrument or portion thereof (or exercise of the options or warrants
  or portion  thereof,  as the case may be), the  corresponding  liability will be
  reclassified as equity.
  
       Because we have concluded that our previously filed consolidated  financial
  statements  noted above should be revised to make the changes  discussed  above,
  investors should no longer rely upon our consolidated  financial  statements for
  the year ended  December  31, 2004,  the three months ended March 31, 2005,  the
  three or six  months  ended June 30,  2005,  or the three or nine  months  ended
  September 30, 2005.
  
       The changes noted above are all non-cash and will have no net effect on the
  previously  reported  amounts  of net  cash  used in  operations  for any of the
  periods noted above.
  
       We intend to file amendments to our Annual Report on Form 10-K for the year
  ended  December 31, 2004 and our Quarterly  Reports on Form 10-Q for the periods
  ended  March  31,  2005,  June  30,  2005  and  September  30,  2005  as soon as
  practicable.
  
  
                                         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 17, 2006
  
  
                                         3
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_restatement-041306.txt", "description": "FORM - 8K", "secsgml_size_bytes": 6099}]
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": "06763274"}, "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): April 13, 2006
  
                                   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 4.02.  Non-Reliance on Previously Issued Financial  Statements or a Related
              Audit Report or Completed Interim Review.
  
       On April 7,  2006,  the  management  of NCT  Group,  Inc.  ("NCT"  or "we")
  concluded  that we should restate our  previously  issued  audited  consolidated
  financial  statements contained in our Annual Report on Form 10-K/A for the year
  ended  December  31,  2004  and  our  previously   issued  unaudited   condensed
  consolidated  financial  statements  contained in our Quarterly  Reports on Form
  10-Q or Form 10-Q/A for the three months  ended March 31, June 30 and  September
  30, 2005. On April 13, 2006,  the Audit  Committee of our Board of Directors met
  and discussed this matter with management and our independent  registered public
  accounting firm, Eisner LLP, and concurred with management's conclusion.
  
       During our fiscal  2005  audit,  we  determined  that the method we used to
  account for certain options,  warrants and other convertible  equity instruments
  with  freestanding  derivatives  or  embedded  derivative  features  was  not in
  accordance with the requirements of the Financial  Accounting  Standards Board's
  Emerging Issue Task Force Issue No. 00-19,  "Accounting for Derivative Financial
  Instruments  Indexed to, and Potentially  Settled in, a Company's Own Stock." We
  had  previously  classified  options and warrants to purchase  stock and certain
  other  convertible  equity  instruments as equity.  Because at December 31, 2005
  (and earlier  balance  sheet  dates),  we could not be sure that we had adequate
  authorized  shares  of  common  stock  for the  conversion  or  exercise  of all
  outstanding  instruments  (due, in part, to certain  conversion rates which vary
  with the fair value of our common stock), EITF No. 00-19 requires us to classify
  these instruments as liabilities.  Therefore, we are required to record the fair
  value of the  options  and  warrants,  embedded  derivatives  and certain of our
  preferred stock at fair value on our consolidated balance sheets. Changes in the
  fair values of these instruments will result in adjustments to the amount of the
  recorded  liabilities and the corresponding gain or loss will be recorded in our
  consolidated  statements of  operations.  At the date of the  conversion of each
  respective instrument or portion thereof (or exercise of the options or warrants
  or portion  thereof,  as the case may be), the  corresponding  liability will be
  reclassified as equity.
  
       Because we have concluded that our previously filed consolidated  financial
  statements  noted above should be revised to make the changes  discussed  above,
  investors should no longer rely upon our consolidated  financial  statements for
  the year ended  December  31, 2004,  the three months ended March 31, 2005,  the
  three or six  months  ended June 30,  2005,  or the three or nine  months  ended
  September 30, 2005.
  
       The changes noted above are all non-cash and will have no net effect on the
  previously  reported  amounts  of net  cash  used in  operations  for any of the
  periods noted above.
  
       We intend to file amendments to our Annual Report on Form 10-K for the year
  ended  December 31, 2004 and our Quarterly  Reports on Form 10-Q for the periods
  ended  March  31,  2005,  June  30,  2005  and  September  30,  2005  as soon as
  practicable.
  
                                         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 17, 2006
  
                                         3