NCT GROUP INC
SC 13D/A, 2000-04-03
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 10)*


                                 NCT Group, Inc.
                 (formerly Noise Cancellation Technologies, Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    62888Q109
                                 (CUSIP Number)

                                 Carole Salkind
                         Sills, Cummis, Zuckerman et al
                              One Riverfront Plaza
                            Newark, New Jersey 07102
                                 (201) 643-7000
                   -------------------------------------------
                 (Name, Address and Telephone Number of Persons
                Authorized to Receive Notices and Communications)


                                 March 27, 2000
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule  because of Rule  13d-1(e),  13d-1(f) or 13d-1(g),  check the following
box: / /

Check the following box if a fee is being paid with this statement:     /  /

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).




<PAGE>


CUSIP NO. 62888Q109

1.   Name of Reporting Person:CAROLE SALKIND

     S.S. or I.R.S. Identification No. of Above Person:  ###-##-####
- -----------------------------------------------------------------------
2.   Check the  Appropriate  Box if a Member of a Group
     (see instructions) (a) / / (b) / /
- ------------------------------------------------------------------------
3.   SEC Use Only
- ------------------------------------------------------------------------
4.   Source of Funds: PF
- ------------------------------------------------------------------------
5.   Check Box if Disclosure of Legal  Proceedings is Required Pursuant
     to Items 2(d) or 2(e) / /
- ------------------------------------------------------------------------
6.   Citizenship or Place of Organization:  United States
- ------------------------------------------------------------------------
Number of                             7.  Sole Voting Power
Shares                                    33,934,805(a)
Beneficially                          8.  Shared Voting Power
Owned by                                  -0-
Each Reporting                        9.  Sole Dispositive Power
Person With:                              33,934,805(a)
                                     10.  Shared Dispositive Power
                                          -0-
- ----------------------------------------------------------------------
11.  Aggregate Amount Beneficially Owned by Each Reporting Person:
     33,934,805 (a)
- -----------------------------------------------------------------------
12.  Check Box if the Aggregate  Amount in Row (11) Excludes Certain
     Shares (see instructions) / /
- -----------------------------------------------------------------------
13.  Percent of Class Represented by Amount in Row (11):  14.7%
- -----------------------------------------------------------------------
14.  Type of Reporting Person:  IN
- -----------------------------------------------------------------------
Footnotes: (a) Assumes the conversion in full of seven secured convertible notes
of the  Company  in the  principal  amount of  $1,000,000,  $250,000,  $250,000,
$500,000,  $250,000,  $500,000 $250,000 and $1,000,000 (the "Notes") held by the
Reporting  Person.  On September 19, 1999,  the Issuer and the Reporting  Person
agreed to amend the Secured  Convertible  Note  Subscription  Agreement  and the
Notes.  Under the amended terms,  the Notes are convertible into common stock of
the Company at any time from issuance to maturity at a conversion price equal to
the lesser of (i) $0.172,  the lowest closing  transaction  price for the common
stock on the OTC  Bulletin  Board at any time during  September  1999,  (ii) the
average of the  closing  bid prices for such  common  stock on the OTC  Bulletin
Board for the five consecutive  trading days ending one trading day prior to the
date a conversion notice is sent to the Company; or (iii) $0.17, but in no event
may such conversion price be less than $0.12 per share.  The above  calculations
are based on an assumption  that a conversion  notice was delivered on March 27,
2000.  The average of the closing bid prices for the common stock of the Company
for the five  consecutive  trading  days  ending on March 24,  2000 was  $1.107.
Therefore,  the  conversion  was assumed to be at $0.17 as provided for in (iii)
above. To-date the Reporting Person has not converted any of the Notes.


<PAGE>


Item 1. Security and Issuer

      This statement  relates to the common stock, par value $.01 per share (the
"Stock"),  of NCT Group, Inc., (the "Company").  The principal executive offices
of the Company  are located at 1025 West  Nursery  Road,  Suite 120,  Linthicum,
Maryland 21090.

Item 2. Identity and Background

      (a)   Carole Salkind

      (b)  Sills,  Cummis,  Zuckerman,  Radin,  Tischman,  Epstein & Gross,  One
Riverfront Plaza, Newark, New Jersey 07102.

      (c)  Executive  Assistant  to the  Chairman of the firm named in (b) above
which is engaged in the private  practice of law at the address set forth in (b)
above.

      (d) During the last five years Carole  Salkind has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).

      (e) During the last five years  Carole  Salkind  has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction,
as a result of which Carole  Salkind was or is subject to a judgment,  decree or
final  order  enjoining  further  violations  of, or  prohibiting  or  mandating
activities  subject  to,  federal  or  state  securities  laws  or  finding  any
violations with respect to such laws.

      (f)   United States of America

Item 3. Source and Amount of Funds or Other Consideration

      Carole Salkind purchased (1) the Notes convertible into Stock described in
Footnote (a) above in private  transactions under Section 4(2) of the Securities
Act of 1933;  (2) 863,250  shares of Stock of the Company in three  transactions
placed through the OTC Bulletin Board; and (3) 9,542,143 shares of such Stock in
three private  transactions under Section 4(2) of the Securities Act of 1933 and
in  transactions  placed  through  the NASDAQ  National  Market  System.  In all
transactions Carole Salkind paid cash from personal funds.

Item 4. Purpose of Transaction

      The purpose of the acquisition of the subject stock of the Company was and
is for investment only with no view to acquire or otherwise  exercise control of
or over the Company.  Carole Salkind intends to review on a continuing basis her
investment in the Company. As of the date of this Schedule 13D, no determination
has been made by Carole Salkind to acquire additional  securities of the Company
or to dispose of the shares of stock Carole Salkind owns,  although she reserves
the  right  to  decide  to take  any of such  actions  in the  future.  Any such
determination will depend on market conditions prevailing from time to time, and
on other  conditions  which may be  applicable  depending  on the  nature of the
transaction or transactions involved.



<PAGE>


Item 5. Interest in Securities of the Issuer

      (a) - (b) Carole  Salkind owns  33,934,805  shares of Stock,  representing
approximately   14.7%  of  the   231,334,889   shares  of  the  Company's  stock
outstanding,  as  reported as  outstanding  in the  Company's  Form 10-Q for the
quarter ended September 30, 1999. Carole Salkind has sole voting and disposition
power of all such shares. See Foot note (a) above.

      (c)         Not applicable.

      (d)         Not applicable.

      (e)         Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationship
        With Respect to Securities of the Issuer

        Not applicable.

Item 7. Material to Be Filed as Exhibits

        Not applicable.


                                    SIGNATURE

      After  reasonable  inquiry and to the best of my knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

Dated:  March 31, 2000



                                          /s/ CAROLE SALKIND
                                          ------------------
                                          Carole Salkind


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