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 31, 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  31,  2005,  NCT Group,  Inc.  ("NCT")  issued  Carole  Salkind an 8%
  convertible note in the principal amount of $325,000, for which Ms. Salkind paid
  NCT $325,000 in cash.  Also on October 31, 2005, NCT issued Carole Salkind an 8%
  convertible  note in the principal amount of $1,625,612.05 to cure NCT's default
  on  repayment of notes dated April 26, 2005 and April 29,  2005.  The  principal
  amount  of  this  note   represents   the   aggregate   principal   rolled  over
  ($1,424,532.52),  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 date of issuance.  The notes bear  interest at
  the stated rate until the due date 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 shares of
  NCT common stock (369,457,284  shares for the $1,625,612.05 note at a conversion
  price per share of $0.0044  and  79,268,293  shares for the  $325,000  note at a
  conversion  price per share of $0.0041) 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  27,000,000  shares of NCT  common  stock at an
  exercise price per share of $0.0044 and 15,000,000 shares of NCT common stock at
  an exercise price per share of $0.0041.
  
  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 the year 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 October 31, 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 October 31, 2005.
  
  10.3(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)).
  
  10.3(b)        Schedule of Warrants (new financing) issued by NCT Group, Inc. to
                 Carole Salkind on October 31, 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 October 31, 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:  November 4, 2005
  
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-103105.txt", "description": "FORM-8K", "secsgml_size_bytes": 7400}]
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": "051179079"}, "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 31, 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  31,  2005,  NCT Group,  Inc.  ("NCT")  issued  Carole  Salkind an 8%
  convertible note in the principal amount of $325,000, for which Ms. Salkind paid
  NCT $325,000 in cash.  Also on October 31, 2005, NCT issued Carole Salkind an 8%
  convertible  note in the principal amount of $1,625,612.05 to cure NCT's default
  on  repayment of notes dated April 26, 2005 and April 29,  2005.  The  principal
  amount  of  this  note   represents   the   aggregate   principal   rolled  over
  ($1,424,532.52),  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 date of issuance.  The notes bear  interest at
  the stated rate until the due date 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 shares of
  NCT common stock (369,457,284  shares for the $1,625,612.05 note at a conversion
  price per share of $0.0044  and  79,268,293  shares for the  $325,000  note at a
  conversion  price per share of $0.0041) 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  27,000,000  shares of NCT  common  stock at an
  exercise price per share of $0.0044 and 15,000,000 shares of NCT common stock at
  an exercise price per share of $0.0041.
  
  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 the year 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 October 31, 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 October 31, 2005.
  
  10.3(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)).
  
  10.3(b)        Schedule of Warrants (new financing) issued by NCT Group, Inc. to
                 Carole Salkind on October 31, 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 October 31, 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:  November 4, 2005
  
                                         4