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): October 14, 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 October  14,  2005,  NCT Group,  Inc.  ("NCT")  issued  Carole  Salkind an 8%
  convertible note in the principal amount of $300,000, for which Ms. Salkind paid
  NCT $300,000 in cash.  Also on October 14, 2005, NCT issued Carole Salkind a 12%
  convertible  note in the principal amount of $1,001,329.96 to cure NCT's default
  on payment of the initial  interest  installment  due under the $5,000,000  note
  dated  December 22,  2004.  The  principal  amount of this note  represents  the
  interest installment due October 1, 2005 ($498,082.19), default interest thereon
  and interest default penalty (10% of the then outstanding principal). On October
  18, 2005,  NCT issued  Carole  Salkind an 8%  convertible  note in the principal
  amount of  $968,035.46  to cure NCT's  default on  repayment  of two notes dated
  April 14, 2005.  The  principal  amount of this note  represents  the  aggregate
  principal  rolled over  ($847,970.18),  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 six months from the dates of issuance. The notes
  bear  interest  at the stated  rate  until the due dates of the notes,  and bear
  interest at a default  rate equal to the stated rate of interest  plus 5% on any
  amount of principal or interest  that is not paid when due.  Interest is payable
  upon  maturity of the notes.  At the election of Ms.  Salkind,  the notes may be
  converted into 463,135,799  shares of NCT common stock at a conversion price per
  share of $0.0049 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  42,500,000  shares of NCT  common  stock at an
  exercise price per share of $0.0049.
  
  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
  
  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
  
                                         2
  <PAGE>
  
                 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 October 14, 2005.
  
  10.2           12% Secured  Convertible Note issued by NCT Group, Inc. to Carole
                 Salkind on October 14, 2005.
  
  10.3(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)).
  
  10.3(b)        Schedule of Secured Convertible Note (refinancing)  issued by NCT
                 Group, Inc. to Carole Salkind on October 18, 2005.
  
  10.4(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)).
  
  10.4(b)        Schedule of Warrants (new financing) issued by NCT Group, Inc. to
                 Carole Salkind on October 14, 2005.
  
  10.5(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)).
  
  10.5(b)        Schedule of Warrant  (refinancing)  issued by NCT Group,  Inc. to
                 Carole Salkind on October 18, 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 20, 2005
  
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-101405.txt", "description": "FORM-8K", "secsgml_size_bytes": 7762}]
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": "051147794"}, "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): October 14, 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 October  14,  2005,  NCT Group,  Inc.  ("NCT")  issued  Carole  Salkind an 8%
  convertible note in the principal amount of $300,000, for which Ms. Salkind paid
  NCT $300,000 in cash.  Also on October 14, 2005, NCT issued Carole Salkind a 12%
  convertible  note in the principal amount of $1,001,329.96 to cure NCT's default
  on payment of the initial  interest  installment  due under the $5,000,000  note
  dated  December 22,  2004.  The  principal  amount of this note  represents  the
  interest installment due October 1, 2005 ($498,082.19), default interest thereon
  and interest default penalty (10% of the then outstanding principal). On October
  18, 2005,  NCT issued  Carole  Salkind an 8%  convertible  note in the principal
  amount of  $968,035.46  to cure NCT's  default on  repayment  of two notes dated
  April 14, 2005.  The  principal  amount of this note  represents  the  aggregate
  principal  rolled over  ($847,970.18),  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 six months from the dates of issuance. The notes
  bear  interest  at the stated  rate  until the due dates of the notes,  and bear
  interest at a default  rate equal to the stated rate of interest  plus 5% on any
  amount of principal or interest  that is not paid when due.  Interest is payable
  upon  maturity of the notes.  At the election of Ms.  Salkind,  the notes may be
  converted into 463,135,799  shares of NCT common stock at a conversion price per
  share of $0.0049 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  42,500,000  shares of NCT  common  stock at an
  exercise price per share of $0.0049.
  
  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
  
  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
  
                                         2
  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 October 14, 2005.
  
  10.2           12% Secured  Convertible Note issued by NCT Group, Inc. to Carole
                 Salkind on October 14, 2005.
  
  10.3(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)).
  
  10.3(b)        Schedule of Secured Convertible Note (refinancing)  issued by NCT
                 Group, Inc. to Carole Salkind on October 18, 2005.
  
  10.4(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)).
  
  10.4(b)        Schedule of Warrants (new financing) issued by NCT Group, Inc. to
                 Carole Salkind on October 14, 2005.
  
  10.5(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)).
  
  10.5(b)        Schedule of Warrant  (refinancing)  issued by NCT Group,  Inc. to
                 Carole Salkind on October 18, 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 20, 2005
  
                                         4