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 13, 2006



                                 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 4.02.  Non-Reliance on Previously Issued Financial  Statements or a Related
            Audit Report or Completed Interim Review.

     On April 7,  2006,  the  management  of NCT  Group,  Inc.  ("NCT"  or "we")
concluded  that we should restate our  previously  issued  audited  consolidated
financial  statements contained in our Annual Report on Form 10-K/A for the year
ended  December  31,  2004  and  our  previously   issued  unaudited   condensed
consolidated  financial  statements  contained in our Quarterly  Reports on Form
10-Q or Form 10-Q/A for the three months  ended March 31, June 30 and  September
30, 2005. On April 13, 2006,  the Audit  Committee of our Board of Directors met
and discussed this matter with management and our independent  registered public
accounting firm, Eisner LLP, and concurred with management's conclusion.

     During our fiscal  2005  audit,  we  determined  that the method we used to
account for certain options,  warrants and other convertible  equity instruments
with  freestanding  derivatives  or  embedded  derivative  features  was  not in
accordance with the requirements of the Financial  Accounting  Standards Board's
Emerging Issue Task Force Issue No. 00-19,  "Accounting for Derivative Financial
Instruments  Indexed to, and Potentially  Settled in, a Company's Own Stock." We
had  previously  classified  options and warrants to purchase  stock and certain
other  convertible  equity  instruments as equity.  Because at December 31, 2005
(and earlier  balance  sheet  dates),  we could not be sure that we had adequate
authorized  shares  of  common  stock  for the  conversion  or  exercise  of all
outstanding  instruments  (due, in part, to certain  conversion rates which vary
with the fair value of our common stock), EITF No. 00-19 requires us to classify
these instruments as liabilities.  Therefore, we are required to record the fair
value of the  options  and  warrants,  embedded  derivatives  and certain of our
preferred stock at fair value on our consolidated balance sheets. Changes in the
fair values of these instruments will result in adjustments to the amount of the
recorded  liabilities and the corresponding gain or loss will be recorded in our
consolidated  statements of  operations.  At the date of the  conversion of each
respective instrument or portion thereof (or exercise of the options or warrants
or portion  thereof,  as the case may be), the  corresponding  liability will be
reclassified as equity.

     Because we have concluded that our previously filed consolidated  financial
statements  noted above should be revised to make the changes  discussed  above,
investors should no longer rely upon our consolidated  financial  statements for
the year ended  December  31, 2004,  the three months ended March 31, 2005,  the
three or six  months  ended June 30,  2005,  or the three or nine  months  ended
September 30, 2005.

     The changes noted above are all non-cash and will have no net effect on the
previously  reported  amounts  of net  cash  used in  operations  for any of the
periods noted above.

     We intend to file amendments to our Annual Report on Form 10-K for the year
ended  December 31, 2004 and our Quarterly  Reports on Form 10-Q for the periods
ended  March  31,  2005,  June  30,  2005  and  September  30,  2005  as soon as
practicable.


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                                   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:   April 17, 2006


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