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): August 1, 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))
  
                                         1
  <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 August  1,  2005,  NCT  Group,  Inc.  ("NCT")  issued  Carole  Salkind  an 8%
  convertible note in the principal amount of $13,349,878.22 to cure NCT's default
  under two notes  dated  January  26,  2005.  The  principal  amount of this note
  represents the aggregate principal rolled over ($11,691,006.31), 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
  1,321,770,121  shares of NCT  common  stock at a  conversion  price per share of
  $0.0101 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 an aggregate of  220,000,000  shares of NCT common
  stock at an exercise price per share of $0.0101.
  
  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 August 1, 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 August 1, 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:    August 5, 2005
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-080105.txt", "description": "FORM 8-K", "secsgml_size_bytes": 5870}]
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": "051003339"}, "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): August 1, 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))
  
                                         1
  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 August  1,  2005,  NCT  Group,  Inc.  ("NCT")  issued  Carole  Salkind  an 8%
  convertible note in the principal amount of $13,349,878.22 to cure NCT's default
  under two notes  dated  January  26,  2005.  The  principal  amount of this note
  represents the aggregate principal rolled over ($11,691,006.31), 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
  1,321,770,121  shares of NCT  common  stock at a  conversion  price per share of
  $0.0101 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 an aggregate of  220,000,000  shares of NCT common
  stock at an exercise price per share of $0.0101.
  
  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 August 1, 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 August 1, 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:    August 5, 2005