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 26, 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 April  26,  2005,  NCT  Group,  Inc.  ("NCT")  issued  Carole  Salkind  an 8%
  convertible note in the principal amount of $390,000, for which Ms. Salkind paid
  NCT  $390,000  in cash.  On April 29,  2005,  NCT  issued  Carole  Salkind an 8%
  convertible  note in the principal amount of $1,034,532.52 to cure NCT's default
  under notes dated October 15, 2004 and October 21, 2004. The principal amount of
  this note represents the aggregate principal rolled over ($904,392.54),  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 8% per annum until the
  due dates 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 upon
  maturity  of the  notes.  At the  election  of Ms.  Salkind,  the  notes  may be
  converted into shares of NCT common stock  (35,454,545  shares for the April 26,
  2005 note at a conversion  price per share of $0.011 and  86,211,043  shares for
  the April 29, 2005 note at a conversion  price per share of $0.012) 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  7,000,000  shares  of NCT  common  stock at an
  exercise price per share of $0.011 and 17,250,000  shares of NCT common stock at
  an exercise price per share of $0.012.
  
  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  registrant's  Annual  Report on Form 10-K for
            theyear ended December 31, 2004 (File No. 0-18267)).
  
                                         2
  <PAGE>
  
  10.1(b)   Schedule of Secured  Convertible Note (new financing) issued by NCT
            Group, Inc. to Carole Salkind on April 26, 2005.
  
  10.2(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)).
  
  10.2(b)   Schedule of Secured  Convertible Note  (refinancing)  issued by NCT
            Group, Inc. to Carole Salkind on April 29, 2005.
  
  10.3(a)   Form of  Warrant  (new  financings)  issued by NCT Group,  Inc.  to
            Carole  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)).
  
  10.3(b)   Schedule of Warrant (new  financing)  issued by NCT Group,  Inc. to
            Carole Salkind on April 26, 2005.
  
  10.4(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)).
  
  10.4(b)   Schedule  of Warrant  (refinancing)  issued by NCT Group,  Inc. to
            Carole Salkind on April 29, 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:    May 2, 2005
  
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-042605.txt", "description": "FORM 8-K", "secsgml_size_bytes": 7179}]
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": "05791523"}, "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 26, 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 April  26,  2005,  NCT  Group,  Inc.  ("NCT")  issued  Carole  Salkind  an 8%
  convertible note in the principal amount of $390,000, for which Ms. Salkind paid
  NCT  $390,000  in cash.  On April 29,  2005,  NCT  issued  Carole  Salkind an 8%
  convertible  note in the principal amount of $1,034,532.52 to cure NCT's default
  under notes dated October 15, 2004 and October 21, 2004. The principal amount of
  this note represents the aggregate principal rolled over ($904,392.54),  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 8% per annum until the
  due dates 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 upon
  maturity  of the  notes.  At the  election  of Ms.  Salkind,  the  notes  may be
  converted into shares of NCT common stock  (35,454,545  shares for the April 26,
  2005 note at a conversion  price per share of $0.011 and  86,211,043  shares for
  the April 29, 2005 note at a conversion  price per share of $0.012) 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  7,000,000  shares  of NCT  common  stock at an
  exercise price per share of $0.011 and 17,250,000  shares of NCT common stock at
  an exercise price per share of $0.012.
  
  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  registrant's  Annual  Report on Form 10-K for
            theyear ended December 31, 2004 (File No. 0-18267)).
  
                                         2
  10.1(b)   Schedule of Secured  Convertible Note (new financing) issued by NCT
            Group, Inc. to Carole Salkind on April 26, 2005.
  
  10.2(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)).
  
  10.2(b)   Schedule of Secured  Convertible Note  (refinancing)  issued by NCT
            Group, Inc. to Carole Salkind on April 29, 2005.
  
  10.3(a)   Form of  Warrant  (new  financings)  issued by NCT Group,  Inc.  to
            Carole  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)).
  
  10.3(b)   Schedule of Warrant (new  financing)  issued by NCT Group,  Inc. to
            Carole Salkind on April 26, 2005.
  
  10.4(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)).
  
  10.4(b)   Schedule  of Warrant  (refinancing)  issued by NCT Group,  Inc. to
            Carole Salkind on April 29, 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:    May 2, 2005
  
                                         4