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): March 8, 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  March  8,  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.  The note matures on September 8, 2005. On March 11, 2005,
  NCT issued Carole  Salkind an 8%  convertible  note in the  principal  amount of
  $457,201.55  to cure NCT's  default  under a note dated  September 2, 2004.  The
  principal amount of the March 11, 2005 note represents the principal rolled over
  ($400,000),  default  penalty  (10% of the  principal  in  default)  and accrued
  interest.  The March 11, 2005 note matures on September 11, 2005.  The notes are
  secured by substantially all of the assets of NCT. The notes bear interest at 8%
  per annum until the due date 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,
  these notes may be  converted  into an  aggregate  of  47,066,753  shares of NCT
  common  stock at a  conversion  price per share of $0.018 or either  note may be
  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 an aggregate of  14,750,000  shares of NCT common
  stock at an exercise price per share of $0.018.
  
  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
  
  4.1      Warrant dated March 8, 2005 issued to Carole Salkind for  the  purchase
           of 7,000,000 shares of NCT common stock at a  purchase price of  $0.018
           per share.
  
  4.2      Warrant dated March 11, 2005 issued to Carole Salkind for the  purchas
           of 7,750,000 shares of NCT common stock at a  purchase price  of $0.018
           per share.
  
                                         2
  <PAGE>
  
  10.01    Secured Convertible Note in principal amount of $390,000 dated March 8,
           2005 issued by NCT to Carole Salkind.
  
  10.02    Secured Convertible Note in principal amount of $457,201.55 dated March
           11, 2005 issued by NCT to Carole Salkind.
  
  
                                         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:    March 14, 2005
  
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-030805.txt", "description": "FORM 8-K", "secsgml_size_bytes": 5994}]
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": "05679249"}, "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): March 8, 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  March  8,  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.  The note matures on September 8, 2005. On March 11, 2005,
  NCT issued Carole  Salkind an 8%  convertible  note in the  principal  amount of
  $457,201.55  to cure NCT's  default  under a note dated  September 2, 2004.  The
  principal amount of the March 11, 2005 note represents the principal rolled over
  ($400,000),  default  penalty  (10% of the  principal  in  default)  and accrued
  interest.  The March 11, 2005 note matures on September 11, 2005.  The notes are
  secured by substantially all of the assets of NCT. The notes bear interest at 8%
  per annum until the due date 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,
  these notes may be  converted  into an  aggregate  of  47,066,753  shares of NCT
  common  stock at a  conversion  price per share of $0.018 or either  note may be
  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 an aggregate of  14,750,000  shares of NCT common
  stock at an exercise price per share of $0.018.
  
  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
  
  4.1      Warrant dated March 8, 2005 issued to Carole Salkind for  the  purchase
           of 7,000,000 shares of NCT common stock at a  purchase price of  $0.018
           per share.
  
  4.2      Warrant dated March 11, 2005 issued to Carole Salkind for the  purchas
           of 7,750,000 shares of NCT common stock at a  purchase price  of $0.018
           per share.
  
                                         2
  10.01    Secured Convertible Note in principal amount of $390,000 dated March 8,
           2005 issued by NCT to Carole Salkind.
  
  10.02    Secured Convertible Note in principal amount of $457,201.55 dated March
           11, 2005 issued by NCT to Carole Salkind.
  
                                         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:    March 14, 2005
  
                                         4