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 19, 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 5.02.  Departure of Directors or Principal Officers; Election of Directors;
  Appointment of Principal Officers.
  
  On October 19, 2005, the board of directors of NCT Group, Inc. ("NCT") increased
  the number of  directorships on the board from five to seven and elected Stephan
  Carlquist,  49, and Robert N. Rose,  54, to fill the newly created  vacancies on
  the board  effective  October  19,  2005 and for a term  expiring  at NCT's 2006
  annual meeting of  stockholders  or until their  successors are elected and duly
  qualified.  The board also  appointed  Mr.  Carlquist  to serve on its audit and
  compensation committees. Messrs. Carlquist and Rose were each granted options to
  purchase 6 million  shares of NCT's common stock at an exercise  price of $0.006
  per share, the fair market value of NCT's common stock on the date of grant.
  
  Mr.  Carlquist  is  currently  the Chief  Executive  Officer of Xynteo  Ltd.,  a
  strategic advisor to global companies.  Mr. Carlquist was formerly the President
  of Electrolux IT Solutions.  Mr. Carlquist  previously  served on NCT's board of
  directors from 1997 to 1999.
  
  Robert N. Rose is  currently  Senior  Managing  Director at Bear,  Stearns & Co.
  Inc., where he manages  institutional sales and marketing  activities for a wide
  range of financial  products  and  services.  Previously,  Mr. Rose was Managing
  Director of Credit  Agricole  Futures,  Inc.'s New York office and a Senior Vice
  President at Lehman Brothers.
  
  In July 2005, NCT's wholly owned subsidiary,  Artera Group,  Inc., engaged Bear,
  Stearns & Co. Inc. to serve as its exclusive  financial  advisor with respect to
  Artera Group's strategic alternatives.
  
  
                                         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:  October 24, 2005
  
  
                                         3
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct-8k_101905.txt", "description": "FORM-8K", "secsgml_size_bytes": 4421}]
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": "051151244"}, "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 19, 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 5.02.  Departure of Directors or Principal Officers; Election of Directors;
  Appointment of Principal Officers.
  
  On October 19, 2005, the board of directors of NCT Group, Inc. ("NCT") increased
  the number of  directorships on the board from five to seven and elected Stephan
  Carlquist,  49, and Robert N. Rose,  54, to fill the newly created  vacancies on
  the board  effective  October  19,  2005 and for a term  expiring  at NCT's 2006
  annual meeting of  stockholders  or until their  successors are elected and duly
  qualified.  The board also  appointed  Mr.  Carlquist  to serve on its audit and
  compensation committees. Messrs. Carlquist and Rose were each granted options to
  purchase 6 million  shares of NCT's common stock at an exercise  price of $0.006
  per share, the fair market value of NCT's common stock on the date of grant.
  
  Mr.  Carlquist  is  currently  the Chief  Executive  Officer of Xynteo  Ltd.,  a
  strategic advisor to global companies.  Mr. Carlquist was formerly the President
  of Electrolux IT Solutions.  Mr. Carlquist  previously  served on NCT's board of
  directors from 1997 to 1999.
  
  Robert N. Rose is  currently  Senior  Managing  Director at Bear,  Stearns & Co.
  Inc., where he manages  institutional sales and marketing  activities for a wide
  range of financial  products  and  services.  Previously,  Mr. Rose was Managing
  Director of Credit  Agricole  Futures,  Inc.'s New York office and a Senior Vice
  President at Lehman Brothers.
  
  In July 2005, NCT's wholly owned subsidiary,  Artera Group,  Inc., engaged Bear,
  Stearns & Co. Inc. to serve as its exclusive  financial  advisor with respect to
  Artera Group's strategic alternatives.
  
                                         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:  October 24, 2005
  
                                         3