SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES  EXCHANGE
     ACT OF 1934

For the Fiscal Year Ended  December 31, 2000
                           -----------------

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the Transition Period from ___________ to ___________

                         Commission File Number 0-18267

                                 NCT Group, Inc.
                                 ---------------
             (Exact name of registrant as specified in its charter)

           Delaware                                             59-25010
------------------------------                           -----------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation organization)                                 Identification No.)

20 Ketchum Street, Westport,                                           06880
----------------------------------------                             -----------
(Address of principal executive offices)                             (Zip Code)

                                 (203) 226-4447
                                 --------------
              (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act: None.

          Securities registered pursuant to Section 12 (g) of the Act:
                         Common Stock, $.01 par value.
                         (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. X Yes /_/ No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /

The  aggregate   market  value  of  the   Registrant's   voting  stock  held  by
nonaffiliates of the Registrant was $48.4 million as of April 23, 2001.

The number of shares outstanding of the Registrant's common stock is 358,672,245
as of April 23, 2001.
<PAGE>

                                EXPLANATORY NOTE

NCT Group,  Inc. hereby amends its Annual Report on Form 10-K for the year ended
December 31, 2000 to include Items 10, 11, 12 and 13 of Part III.

                                    PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The following table sets forth the names,  ages,  positions and the offices
held by each of the  executive  officers  and  directors  of NCT as of March 31,
2001.

 Name                        Age             Positions and Offices
------                      ----            -----------------------
 Michael J. Parrella         53   Chairman of the Board of Directors and
                                  Chief Executive Officer
 Jay M. Haft                 65   Director
 John J. McCloy II           63   Director
 Samuel A. Oolie             64   Director
 Cy E. Hammond               46   Senior Vice President, Chief Financial
                                  Officer, Treasurer and Assistant Secretary
 Irving M. Lebovics          50   Senior Vice President, Global Sales
 James A. McManus            61   President and Chief Executive Officer of
                                  Distributed Media Corporation
 Irene Lebovics              48   President and Secretary
 Michael A. Hayes, Ph.D.     48   Senior Vice President, Chief Technical Officer
 Jonathan M. Charry, Ph.D.   53   Senior Vice President, Corporate Development


     Michael J.  Parrella  currently  serves as Chief  Executive  Officer of the
company  and  Chairman  of the Board of  Directors.  Mr.  Parrella  was  elected
Chairman of the Board of Directors  of the company on April 21,  2000,  on which
date he relinquished the position of President. From November 1994 to July 1995,
Mr.  Parrella  served as Executive Vice  President of NCT.  Prior to that,  from
February 1988 until  November  1994, he served as President and Chief  Operating
Officer of the company.  He initially became a director in 1986 after evaluating
the application potential of NCT's noise cancellation technology.  At that time,
he formed an investment  group to acquire  control of the Board of Directors and
to raise  new  capital  to  restructure  NCT and its  research  and  development
efforts.  Mr.  Parrella  also  serves  as Chief  Executive  Officer  and  Acting
President of NCT Audio Products,  Inc.,  known as NCT Audio, a subsidiary of the
company,  a position to which he was elected on September  4, 1997.  He became a
director of NCT Audio on August 25, 1998. On January 5, 2001,  Mr.  Parrella was
elected  Acting  Chief  Executive  Officer of  Advancel  Logic  Corp.,  known as
Advancel,  a subsidiary of the company.  Mr. Parrella is a director of Advancel,
serves as Chairman of the Board of Distributed Media Corporation,  known as DMC,
a subsidiary of the company,  and serves as Chairman of the Board of NCT Hearing
Products,  Inc., known as NCT Hearing, a subsidiary of the company. During 2000,
Mr. Parrella became a director of NCT subsidiaries  acquired in 2000,  including
Midcore Software, Inc. and Pro Tech Communications, Inc. and subsidiaries formed
in 2000,  including DMC Cinema,  Inc., a subsidiary of DMC., NCT Video Displays,
Inc.,   known  as  NCT   Video,   DMC  New   York,   Inc.,   known  as   DMC-NY,
ConnectClearly.com, Inc., known as CCC, DMC HealthMedia, Inc., and Artera Group,
Inc., known as Artera.

     Jay M.  Haft  currently  serves  as a  director  of NCT and had  served  as
Chairman of the Board of  Directors of the company  until April 21,  2000.  From
November  1994 to July 1995,  he served as  President  of the  company.  He also
serves as a director of the company's subsidiaries, NCT Audio, DMC, Advancel and
NCT Hearing.  Mr. Haft is a strategic and financial  consultant for growth stage
companies.  He is currently of counsel to Parker  Duryee  Rosoff & Haft,  in New
York. He was previously a senior corporate  partner of such firm (1989-1994) and
prior to that, a founding partner of Wofsey,  Certilman, Haft et al (1966-1988).
Mr. Haft is active in international corporate finance, mergers and acquisitions,
as well as in the  representation of emerging growth companies.  He has actively
participated  in  strategic   planning  and  fund  raising  for  many  high-tech
companies,  leading edge medical  technology  companies and  technical  product,
service and marketing companies.  He is a Managing General Partner of Gen Am "1"
Venture Fund, an  international  venture capital fund. Mr. Haft is a director of
numerous public and private  corporations,  including  RVSI,  Inc.  (OTC),  DCAP
Group, Inc. (OTC),  Encore Medical  Corporation (OTC),  Viragen,  Inc. (OTC), PC
Service Source,  Inc. (OTC), DUSA  Pharmaceuticals,  Inc. (OTC), Oryx Technology
Corp. (OTC), and Thrift Management,  Inc. (OTC). Mr. Haft serves as Treasurer of
the Miami City Ballet and as a Trustee of Florida International University.

     John J. McCloy II currently serves as a director of NCT. He served as Chief
Executive  Officer of the company from  September  1987 to November  1994 and as
Chairman  of the  Board of  Directors  of the  company  from  September  1986 to
November  1994.  In addition,  he served as NCT's Chief  Financial  Officer from
November 1990 to February 1993 and as its Secretary-Treasurer  from October 1986
to September  1987. Mr. McCloy was appointed a director of NCT Audio on November
14, 1997.  Since 1981, he has been a private  investor  concentrating on venture
capital and early stage  investment  projects  in a variety of  industries.  Mr.
McCloy is the  Chairman of Mondial  Ltd.  and Unified  Waste  Services.  He is a
director of American University in Cairo and the Sound Shore Fund, Inc.

     Sam  Oolie  currently  serves  as a  director  of the  company.  Since  his
appointment on September 4, 1997, Mr. Oolie has also served as a director of NCT
Audio.  He is Chairman of NoFire  Technologies,  Inc.,  a  manufacturer  of high
performance  fire  retardant  products,  and has held that position since August
1995. Since July 1985, he has also served as Chairman of Oolie  Enterprises,  an
investment company. Mr. Oolie currently serves as a director of Avesis, Inc. and
Comverse Technology, Inc.

     Cy E. Hammond  currently  serves as Senior Vice President,  Chief Financial
Officer,  Treasurer and Assistant  Secretary of NCT. He joined NCT as Controller
in January 1990 and was appointed a Vice President in February 1994. Mr. Hammond
also serves as Acting Chief  Financial  Officer and  Treasurer  of NCT Audio,  a
position  to which he was  elected  on  September  4,  1997,  and  Acting  Chief
Financial Officer, Treasurer and Assistant Secretary for Advancel, a position to
which he was  elected on January 5, 2000.  During  1989,  he was  Treasurer  and
Director  of Finance for  Alcolac,  Inc.,  a  multinational  specialty  chemical
producer.  Prior to 1989 and from 1973,  Mr.  Hammond  served in several  senior
finance  positions  at the  Research  Division of W.R.  Grace & Co., the last of
which included management of the division's worldwide financial operations.  Mr.
Hammond is also a director of Pro Tech Communications, Inc., NCT Video Displays,
Inc.,  DMC New York,  Inc.,  Artera  Group  International,  Noise  Cancellations
Technologies (Europe), Inc. and ConnectClearly.com, Inc.

     Irving M. Lebovics currently serves as Senior Vice President, Global Sales.
He joined NCT in February 1998 as Vice President,  Worldwide Sales. From January
1996  to  February  1998  Mr.  Lebovics  was  a  principal  of  Enhanced  Signal
Processing,   which  exclusively  sold  NCT's  technologies  to  large  original
equipment  manufacturers.  From  1993  to  1996,  Mr.  Lebovics  served  as Vice
President  of Sales for  Kasten  Chase  Applied  Research,  a wide area  network
hardware and software  provider to companies such as Dow Jones and the Paris and
Madrid stock exchanges. From 1985 to 1993, Mr. Lebovics served as Vice President
of Sales for Relay Communications,  a provider of PC-to-mainframe communications
software and Microcom,  Inc.  (which acquired Relay  Communications),  a leading
provider  of modems and local  area  network  equipment  including  bridges  and
routers. Irving M. Lebovics is the spouse of Irene Lebovics, President of NCT.

     James McManus  currently serves as President and Chief Executive Officer of
DMC, a position he has held since March 1999. Prior to that and from April 1998,
he served as a  consultant  to DMC. He started his career as a Certified  Public
Accountant in  California.  During the 10 years he spent with the Disney Company
in  the  financial  area,   Disney's  activities  included  the  development  of
Audio-Animatronics,  Walt Disney World,  Disney Theme Hotels,  the City Planning
Board for Lake Buena Vista,  Florida,  and Disney's  joint  venture with Florida
Telephone. Subsequent to Disney, he designed and executed a financial turnaround
plan for Great  Adventure  Park in New Jersey.  Later,  Mr.  McManus ran his own
computer consulting firm for several years providing customized computer systems
for small and medium  size  businesses.  He was a member of the Radio City Music
Hall management team that revitalized New York's famous landmark, first as Chief
Financial  Officer and then for 10 years as President  and CEO. Mr.  McManus has
been active in the business  community with  involvement  as Director,  New York
Council of the Boy Scouts of America; Director, Hugh O'Brian Youth Organization;
Director,  Association to Help Retarded Children;  The Mayor's Summer Youth Jobs
Program and others.

     Irene Lebovics  currently serves as a director,  President and Secretary of
NCT and  President  of NCT Hearing.  On April 25,  2001,  the Board of Directors
unanimously  approved the  appointment of Ms.  Lebovics as a director of NCT. On
January 5, 2000,  Ms.  Lebovics was elected Acting Chief  Marketing  Officer and
Secretary of Advancel.  She joined NCT as Vice President of NCT and President of
NCT Medical Systems in July 1989. In January 1993, she was appointed Senior Vice
President of the company. In November 1994, Ms. Lebovics became President of NCT
Hearing.  In 1999, Ms.  Lebovics was appointed as Executive Vice  President.  In
April 2000,  she became  President  of NCT.  She has held  various  positions in
product  marketing  with  Bristol-Myers,  a consumer  products  company,  and in
advertising  with  McCaffrey  and McCall.  Ms.  Lebovics is the spouse of Irving
Lebovics,  NCT's Senior Vice President of Global Sales. Ms. Lebovics also serves
as director of  Distributed  Media  Corporation,  ConnectClearly.com,  Inc., NCT
Hearing  Products,  Inc., NCT Video Displays,  Inc., DMC New York, Inc.,  Artera
Group International Limited, Midcore Software, Inc., Advancel Logic Corporation,
Pro Tech Communications, DMC HealthMedia, Inc. and DMC Cinema, Inc.

     Michael A. Hayes,  Ph.D.  currently serves as Senior Vice President,  Chief
Technical  Officer  after  joining  NCT in 1996.  On  January  5,  2000,  he was
appointed Acting Chief Technical Officer of Advancel.  During 1995 and 1994, Dr.
Hayes served as Deputy Project Director,  Research Support for Antarctic Support
Associates,  with operations in Chile, New Zealand,  Australia,  and Antarctica.
From 1991 to 1994, he served as Deputy Program Manager,  Special  Payloads,  for
Martin  Marietta  Government  Services  (formerly  General  Electric  Government
Services) while directly managing critical spacecraft  sub-system and instrument
development for Goddard Space Flight Center.  Prior to 1991, Dr. Hayes served as
a research  faculty member at Georgia  Institute of Technology,  and as a Senior
Process Engineer at Texas Instruments.

     Jonathan M.  Charry,  Ph.D.  currently  serves as Senior Vice  President of
Corporate Development. Dr. Charry was formerly Chairman and CEO of Digital Power
Networks,  Inc.  and  Environmental  Research  Information,  Inc.  He  has  held
appointments as a Rockefeller  Foundation Fellow and Assistant  Professor at the
Rockefeller  University,  Adjunct  Professor in Applied Social Psychology at New
York  University,  and Senior  Research  Scientist at the New York  Institute of
Basic Research. He is a member of the American  Psychological  Association,  The
Rockefeller  University  Chapter of Sigma Xi, the American  Association  for the
Advancement of Science, and the New York Academy of Sciences.

Committees of the Board of Directors

     Our  Board  of  Directors  has  established  an  Executive   Committee,   a
Compensation Committee and an Audit Committee.

     The Executive Committee was appointed by the Board of Directors on July 13,
2000 and is comprised of Messrs. Haft and Parrella.  If and as may be necessary,
the Executive  Committee has the authority and  responsibility  of acting in the
place and stead and on behalf of a Chief Executive Officer of the company and of
exercising all the powers of that office.

     The Compensation  Committee,  which was appointed by the Board of Directors
on July 13, 2000, reviews and determines the compensation policies, programs and
procedures  of the  company as they  relate to NCT's  senior  management  and is
presently  comprised  of  Messrs.  McCloy  and  Oolie.  The  Board of  Directors
determines, and thereby establishes and provides for the administration of stock
option plans,  matters  relating to the grant or issuance of warrants or options
to acquire  shares of the  company's  common stock and other  securities  of the
company or rights to acquire other derivative securities of the company.

     The Audit  Committee is responsible for the review of the activities of the
company's  independent  auditors.  The Audit  Committee  is  composed of Messrs.
McCloy and Oolie.  The NCT Board of Directors has adopted a written  charter for
the Audit Committee. In addition, the Board of Directors has determined that all
of the Audit Committee members are independent.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the  company's  officers and  directors,  and persons who own more than 10% of a
registered  class  of the  company's  equity  securities,  to  file  reports  of
ownership and changes in ownership with the Securities and Exchange  Commission,
or SEC.  Officers,  directors and greater than 10%  shareholders are required by
regulations  of the SEC to furnish the company with copies of all such  reports.
Based  solely on its review of the  copies of such  reports  received  by it, or
written  representations  from  certain  reporting  persons that no reports were
required for those persons,  the company  believes that all filing  requirements
applicable to its officers,  directors,  and greater than 10% shareholders  were
complied  with during the period  from  January 1, 2000 to  December  31,  2000,
except  that  Jonathan  Charry  did not  timely  file a report on Form 3 when be
became Senior Vice President, Corporate Development, but Dr. Charry subsequently
filed  a  report  on Form 5 to  report  his  initial  beneficial  ownership.  In
addition,  grants  of  options  made in July  2000  under  the 1992  Plan to the
following  executive  officers and directors:  Messrs.  Parrella,  Haft, McCloy,
Oolie, Hammond, Charry, McManus, Siomkos,  Lebovics, Hayes and Ms. Lebovics were
not timely reported on Form 4 as required but were subsequently reported on Form
5.

ITEM 11.    EXECUTIVE COMPENSATION

Executive Compensation and Summary Compensation Table

     Set forth below is certain  information  for the three  fiscal  years ended
December  31,  2000,  1999 and 1998  relating  to  compensation  received by the
company's  Chief  Executive  Officer and the other four most highly  compensated
officers of the company  whose total annual salary and bonus for the fiscal year
ended December 31, 2000 exceeded  $100,000  (collectively  the "Named  Executive
Officers").
<TABLE>
<CAPTION>

                                                                                         Securities
                                                                                         Underlying            All
 Name and Principal                                                  Other Annual      Options/Warrants       Other
      Position                         Year   Salary ($)  Bonus ($)  Compensation ($)       SARs (#)       Compensation
------------------------------------- -----  ----------  ---------  ----------------  ----------------   --------------

<S>                                    <C>    <C>         <C>             <C>             <C>        <C>     <C>     <C>
Michael J. Parrella                    2000   $136,667    $363,000        $20,688         20,664,634 (1)     $ 7,198 (4)
  Chief Executive                      1999    120,000     168,678         22,008          6,812,000 (2)       6,418 (4)
  Officer and                          1998    120,000     205,889         20,615         12,000,000 (3)       5,918 (4)
  Chairman of the Board

Cy E. Hammond                          2000    101,167     133,659         12,000          1,248,742 (6)           -
  Senior Vice President,               1999     94,000      92,941         12,000            175,000 (7)           -
  Chief  Financial Officer,            1998     94,000      42,570         12,000            500,000 (3)           -
  Treasurer and Assistant Secretary

Jonathan M. Charry                     2000    200,000 (8)  34,539 (8)          -          1,378,049 (8)           -
  Senior Vice President,
  Corporate Development

James A. McManus                       2000    197,917           -              -            275,610 (5)           -
  President and Chief                  1999    101,846      59,410 (9)          -            250,000               -
  Executive Officer,
  Distributed  Media Corporation
Paul D. Siomkos (10)                   2000    150,000           -         12,000            169,207 (5)           -
  Senior Vice President,               1999    150,000           -         12,000            150,000               -
  Operations                           1998    105,192 (11) 78,125          8,367          1,000,000 (3)           -
</TABLE>

(1)  Mr. Parrella  served as NCT's  President and Chief Executive  Officer until
     April 21, 2000 when he was  appointed as Chairman of the Board of Directors
     and  relinquished the position of President.  Includes grants  subsequently
     cancelled by the Board of Directors as outlined in Note (5) below.

(2)  In addition to a grant  under the 1992 Plan for the  purchase of  5,000,000
     shares,  includes  replacement  grants of warrants and options  which would
     have  otherwise  expired in 1999.  Includes a warrant to  purchase  862,500
     shares of the company's  common stock and an option  granted under the 1987
     Plan to purchase 250,000 shares of the company's common stock as new grants
     due to the extension of the expiration dates from 1999 to February 1, 2004.
     In  addition,  includes  various  options  under the 1992  Plan to  acquire
     699,500  shares of the  company's  common  stock as new  grants  due to the
     extension of expiration dates from 1999 to February 1, 2004.

(3)  On  December 4, 1998,  the  following  options  were  cancelled:  as to Mr.
     Parrella,  6,000,000 shares; as to Mr. Hammond,  250,000 shares;  and as to
     Mr. Siomkos,  500,000 shares. Such options had been granted to employees on
     various  dates in 1998 at exercise  prices up to $1.0625 per share and were
     replaced by new grants for the same number of shares on December 4, 1998 at
     an exercise  price of $0.3125 per share,  the then fair market value of the
     stock.

(4)  Consists of annual  premiums for a $2.0  million  personal  life  insurance
     policy paid by the Company on behalf of Mr. Parrella.

(5)  Includes  grants from January  2000 that were  forfeited by the grantees on
     July 13, 2000 as follows:  Mr.  Parrella,  6,500,000  shares;  Mr. Hammond,
     250,000 shares;  Mr.  McManus,  100,000  shares;  and Mr.  Siomkos,  75,000
     shares. These options had been granted in January 2000 at an exercise price
     of $0.41 per share,  subject to shareholder  approval of an increase in the
     number of shares  available  under the 1992  Plan.  On July 13,  2000,  the
     shareholders  approved the necessary increase in shares available under the
     1992 Plan. On that day, the price of NCT common stock was $0.515. The Board
     accepted the  forfeitures of the January grants and issued new grants at an
     exercise  price of $0.515 per share with the number of new options  granted
     increased to an amount equal to the number of shares under the January 2000
     grant times a factor of 1.2561.

(6)  In  addition  to a grant  subsequently  forfeited  as  outlined in Note (5)
     above,  includes 184,718 shares under  replacement  grants of options which
     would have otherwise expired in 2000.

(7)  Includes a warrant to purchase 25,000 shares of the Company's  common stock
     as a new grant due to the  extension  of the  expiration  date from 1999 to
     February 1, 2004.

(8)  Dr.  Charry,  Senior  Vice  President,  Corporate  Development,  was  hired
     effective  January 3, 2000. In accordance with his letter of employment and
     incentive bonus arrangement, Dr. Charry was granted an initial stock option
     to acquire  500,000  shares at $0.16 per  share.  His salary is paid at the
     rate of $150,000 per annum and a guaranteed draw against future commissions
     of $50,000.  In addition,  Dr.  Charry is eligible  for an incentive  bonus
     based  upon  specified  performance  milestones  and  overrides  on certain
     financings and licensing or strategic alliance agreements.

(9)  Mr.  McManus,  President  and  Chief  Executive  Officer  of the  company's
     subsidiary,  Distributed  Media  Corporation,  was hired effective March 1,
     1999.  Prior to that and from May 1998,  Mr. McManus served as a consultant
     to DMC. In accordance with his letter of employment,  Mr. McManus is paid a
     salary at the rate of $120,000 per annum and a guaranteed  first year bonus
     of $70,000. His compensation is subject to 5% annual increases  thereafter.
     The amount herein represents payments for the period employed in 1999.

(10) On January  30,  2001,  Mr.  Siomkos  resigned  as Senior  Vice  President,
     Operations.

(11) Mr. Siomkos was employed by the company  effective March 23, 1998. The 1998
     bonus  represents  the fair  market  value on the date of award of  100,000
     shares of the company's common stock issued in connection with his offer of
     employment.

Stock Options and Warrants

The following table summarizes the Named Executive Officers' stock option and
warrant activity during 2000:

                      Options and Warrants Granted in 2000
<TABLE>
<CAPTION>

                                                                                   Potential Realized Value
                         Shares          Percent of                                  at Assumed Annual
                       Underlying       Total Options                               Rates of Stock Price
                        Options         And Warrants                               Appreciation for Option
                          and            Granted to      Exercise                    and Warrant Term (9)
                        Warrants          Employees       Price      Expiration    ------------------------
   Name                 Granted          in 2000 (6)    Per Shares       Date           5%          10%
--------------------- -------------      ------------   ----------  -------------  -----------  -----------
<S>                    <C>       <C>       <C>            <C>         <C>  <C>     <C>          <C>
Michael J. Parrella    6,500,000 (1)       19.3%          $0.410      1/18/07 (1)  $1,084,923   $2,528,331
                       8,164,634 (2)(7)    24.2%           0.515      7/13/07       1,711,770    3,898,153
                       3,000,000 (3)(8)     8.9%           0.220     12/06/07         268,686      626,153
                       3,000,000 (3)(8)     8.9%           0.440     12/06/07         537,373    1,252,307

Cy E. Hammond            250,000 (1)        0.7%           0.410      1/18/07 (1)      41,728       97,244
                         314,024 (2)(7)     0.9%           0.515      7/13/07          65,837      153,429
                         250,000 (3)        0.7%           0.220     12/06/07          22,391       52,179
                         250,000 (3)        0.7%           0.440     12/06/07          44,781      104,359
                         169,718 (4)       54.0% (4)       0.750     10/06/02          20,064       42,132
                          15,000 (4)        4.8% (4)       0.750      7/15/03           2,424        5,221

Jonathan M. Charry       500,000 (5)        1.5%           0.160      1/03/10          50,312      127,499
                         628,049 (2)        1.9%           0.515      7/13/07         131,675      306,858
                         125,000 (3)        0.4%           0.220     12/06/07          11,195       26,090
                         125,000 (3)        0.4%           0.440     12/06/07          22,391       52,179

James A. McManus         100,000 (1)        0.3%           0.410      1/18/07          16,691       38,897
                         125,610 (2)        0.4%           0.515      7/13/07          26,335       61,372
                          50,000 (3)        0.1%           0.220     12/06/07           4,478       10,436

Paul D. Siomkos           75,000 (1)        0.2%           0.410      1/18/07          12,518       29,173
                          94,207 (2)        0.3%           0.515      7/13/07          19,751       46,029
-----------------------------------------------------------------------------------------------------------
</TABLE>

(1)  These  options were  granted in January 2000 at an exercise  price of $0.41
     per share,  subject to shareholder approval of an increase in the number of
     shares available under the 1992 Plan.  Shareholder approval was obtained at
     the Annual Meeting of Shareholders  held on July 13, 2000. On that day, the
     price of NCT common stock was $0.515.  The January grants were forfeited by
     the grantees  and the Board of  Directors  issued new grants at an exercise
     price of $0.515 per share with the number of new options granted  increased
     to an amount  equal to the number of shares  under the  January  2000 grant
     times a factor of 1.2561.

(2)  Options to acquire these shares were granted pursuant to the 1992 Plan with
     an  exercise  price of  $0.515  per  share,  the fair  market  value of the
     company's common stock on the date of grant. These options vest as follows:
     40% on the date of grant  (July 13,  2000) and 30% on each of the first and
     second anniversary of the date of grant.

(3)  Options to acquire  these  shares were  granted  pursuant to the 1992 Plan.
     Vesting of these grants are as follows:  40% on the date of grant (December
     6, 2000) and 30% on each of the first and second anniversary of the date of
     grant.  These options were granted with a $0.22 per share exercise price if
     the total grant was for less than 99,000 shares. Option grants in excess of
     99,000 shares were granted 50% at an exercise price of $0.22 per share, the
     fair market value of the company's  common stock on the date of grant,  and
     50% at an exercise price of $0.44.

(4)  Represents  replacement  grants under the 1992 Plan.  Expiration  dates for
     re-granted options were extended to expiration dates equal to the lesser of
     five years from the date  re-granted  or ten years from the original  grant
     date. These options are vested.  In the aggregate,  these options represent
     58.8% of the options re-granted under the 1992 Plan.

(5)  Represents  initial grant to Dr.  Charry upon his  employment on January 3,
     2000 at an  exercise  price of $0.16 per share,  the fair  market  value of
     NCT's  common stock on that day.  This option vests as follows:  25% on the
     date of grant and 25% on each of the first, second and third anniversary of
     the date of grant.

(6)  Percentages  for the grants  described  in (1),  (2), (3) and (5) above are
     based upon the  aggregate  total  granted  under the 1992 Plan less amounts
     granted to consultants and non-employee  directors  (i.e.,  directors other
     than Messrs.  Haft and Parrella) and amounts  attributable  to  replacement
     grants.  Percentages for grants  attributable to the re-granting of options
     which would have otherwise  expired in 2000 are  determined  based upon the
     aggregate total  re-granted  under the applicable plan less amounts granted
     to non-employee directors and consultants.

(7)  In  recognition  of the  successful  acquisition  of Theater Radio Network,
     Midcore Software,  Inc. and Pro Tech  Communications,  Inc.  consummated in
     2000,  the Board of Directors  modified the vesting of these grants so that
     they became 100% vested effective December 6, 2000.

(8)  Due to an insufficient  number of shares available under the 1992 Plan, the
     Board of Directors reduced the grant to Mr. Parrella by 2,824,505 shares.

(9)  The dollar amounts on these columns are the result of  calculations  of the
     respective  exercise prices at the assumed 5% and 10% rates of appreciation
     compounded  annually through the applicable  expiration date.  Actual gains
     realized,  if any, on stock option  exercises and common stock holdings are
     dependent  on the future  performance  of the  company's  common  stock and
     overall market conditions.

<PAGE>

                2000 Aggregated Option and Warrant Exercises and
                   December 31, 2000 Option and Warrant Values

The following table sets forth certain  information with respect to the exercise
of options and  warrants to purchase  common  stock during the fiscal year ended
December 31, 2000, and the  unexercised  options and warrants held and the value
thereof at that date, by each of the Named Executive Officers.
<TABLE>
<CAPTION>

                                                           Number of Shares
                           Number                             Underlying                 Value of Unexercised
                             of                           Unexercised Options            In-the-Money Options
                           Shares                           and Warrants at                 And Warrants at
                           Acquired                        December 31, 2000               December 31, 2000
                             on          Value    ----------------------------------- ----------------------------
    Name                 Exercise (#)   Realized   Exercisable (#)  Unexercisable (#)  Exercisable   Unexercisable
----------------------  -------------  ---------- ---------------- ------------------ ------------- --------------

<S>                                    <C>           <C>              <C>              <C>           <C>
Michael J. Parrella              -     $     -       24,696,009       1,881,120        $    -        $       -

Cy E. Hammond                    -           -        1,083,742         450,000             -                -

Jonathan M. Charry               -           -          601,220         776,829             -                -

James A. McManus                 -           -          320,224         105,366             -                -

Paul D. Siomkos                  -           -          597,683         146,524             -                -
</TABLE>
<PAGE>

Compensation Arrangements with Certain Officers and Directors

     Mr.  Parrella's  incentive  bonus  consists of a cash override of 1% of the
value  received by the  company,  in cash or  otherwise,  upon the  execution of
transactions  with  unaffiliated  parties.  Such  arrangement has been in effect
since the initial  award by the  Compensation  Committee on February 1, 1996 but
was modified effective  December 1, 2000. Mr. Hammond's  incentive bonus is also
comprised  of a cash  override.  See  "Board  Compensation  Committee  Report on
Executive Compensation" below.

     Effective  January 3, 2000,  NCT hired  Jonathan  Charry as its Senior Vice
President,  Corporate Development.  In connection therewith, the company entered
into a letter of employment which provides for an annual base salary of $150,000
and a $50,000 guaranteed draw against future commissions. Dr. Charry also has an
incentive  bonus  arrangement  based on performance  milestones and overrides on
certain financings and licensing or strategic alliance agreements.

     Effective  March 1, 1999,  the company hired James McManus as the President
and Chief  Executive  Officer of the  company's  subsidiary,  Distributed  Media
Corporation.  In  conjunction  therewith,  the company  entered into a letter of
employment  which  provides  for a base  annual  salary of  $120,000,  annual 5%
increases of his base salary,  a guaranteed  first year bonus of $70,000 and $50
per site installed with DMC's DBSS (digital  broadcasting station system) during
Mr. McManus' first year of employment.

     In February  1998,  the company  entered into an employment  agreement with
Paul Siomkos, its then new Senior Vice President of Operations. The term of this
employment agreement is four years. Such agreement provides for a base salary of
$150,000 and that the amount of any incentive bonus be at the sole discretion of
the company.  Mr. Siomkos receives an automobile  allowance of $1,000 per month.
Although Mr. Siomkos resigned  effective January 30, 2001, his compensation will
continue through July 2002 at an annual rate of $162,000.

Compensation of Directors

     None of the company's directors received fees, as such, for his services as
a director  during 2000.  Messrs.  Haft and  Parrella and Ms.  Lebovics are paid
salaries by the company.  See "Executive  Compensation and Summary  Compensation
Table" and  "Board  Compensation  Committee  Report on  Executive  Compensation"
below.

<PAGE>

     During 2000,  each  director was granted  options to acquire  shares of the
company's  common  stock  under  the 1992  Plan.  The  shares  of  common  stock
underlying  options granted in 2000 under the 1992 Plan were 532,012 for each of
Messrs. Haft, McCloy and Oolie and were 20,664,634 for Mr. Parrella. Included in
these grants were options to acquire  125,000  shares for each of Messrs.  Haft,
McCloy and Oolie and 6,500,000  shares for Mr. Parrella  granted in January 2000
at an exercise price of $0.41 per share,  subject to shareholder  approval of an
increase  in the number of shares  available  under the 1992  Plan.  On July 13,
2000, the shareholders approved the necessary increase in shares available under
the 1992 Plan.  On that day, the price of the NCT common  stock was $0.515.  The
grantees  forfeited  the January  grants and the Board of  Directors  issued new
grants at an  exercise  price of $0.515 per share with the number of new options
granted  increased  to an amount equal to the number of shares under the January
2000 grant  times a factor of 1.2561.  A grant made in  December  2000 under the
1992 Plan to Mr. Parrella,  subject to a sufficient  number of shares available,
was subsequently reduced as to 2,824,505 shares due to an insufficient number of
shares  available under the 1992 Plan. Such share award remains an obligation to
Mr.  Parrella.  The vesting for the directors,  other than Mr.  Parrella,  is as
follows:  such options vest 40% on the dates of grant and 30% upon the first and
second  anniversary  of the dates of grant.  The options expire seven years from
the dates of grant. The exercise prices range from $0.22 per share to $0.515 per
share,  the closing bid prices on the dates of grant.  The vesting  terms of Mr.
Parrella's grant are outlined below in notes to the table, "Options and Warrants
Granted in 2000."

Compensation Committee Interlocks and Insider Participation

     During the fiscal year ended  December 31, 2000,  John McCloy and Sam Oolie
served as  members  of the  Compensation  Committee  of the  company's  Board of
Directors.  Each of Messrs. McCloy and Oolie also served as members of the Board
of Directors of NCT Audio since their respective appointments in 1997.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth, as of March 31, 2001, information
concerning the shares of common stock beneficially owned by each person who, to
the knowledge of the company, is (1) the holder of 5% or more of the common
stock of the company, (2) each person who presently serves as a director of the
company, (3) the five most highly compensated executive officers of the company
(including the company's Chief Executive Officer) in the last fiscal year, and
(4) all executive officers and directors of the company as a group. Except as
otherwise noted, each beneficial owner has sole investment and voting power with
respect to the listed shares.

                                             Amount and
                                              Nature of           Approximate
                                              Beneficial          Percentage
        Name of Beneficial Owner             Ownership (1)        Of Class (1)
      -----------------------------------   ----------------      ------------

      Michael J. Parrella                   24,704,897 (2)            6.6%
      Jay M. Haft                            1,944,696 (3)               *
      John J. McCloy                         2,709,803 (4)               *
      Sam Oolie                              1,252,618 (5)               *
      Cy E. Hammond                          1,083,742 (6)               *
      Jonathan M. Charry                       601,220 (7)               *
       James A. McManus                        335,244 (8)               *
      Paul D. Siomkos                          597,683 (9)               *
      Irene Lebovics                         3,375,140 (10)           1.0%
      All Executive Officers and
      Directors as a Group (11 persons)     37,568,653 (11)           9.7%
      Carole Salkind                        54,541,484 (12)          13.8%

  * Less than one percent.

(1)  Assumes  the  exercise  of  currently  exercisable  options or  warrants to
     purchase  shares of common  stock.  The  percentage  of class  ownership is
     calculated  separately  for each person  based on the  assumption  that the
     person listed on the table has exercised all options and warrants currently
     exercisable by that person, but that no other holder of options or warrants
     has exercised such options or warrants.

(2)  Includes 862,500 shares issuable upon the exercise of currently exercisable
     warrants,  23,833,509  shares  issuable  upon  the  exercise  of  currently
     exercisable  options and 8,888  shares  held in custody for Mr.  Parrella's
     dependent children.

(3)  Includes 218,500 shares issuable upon the exercise of currently exercisable
     warrants,  10,000  shares  from a stock  award  granted by the  Company and
     1,686,305  shares  issuable  upon the  exercise  of  currently  exercisable
     options.

(4)  Includes 862,500 shares issuable upon the exercise of currently exercisable
     warrants, 5,000 shares from a stock award granted by the Company, 1,262,805
     shares  issuable  upon the  exercise of currently  exercisable  options and
     300,000  shares  held by the John J.  McCloy II Family  Trust for which the
     named person's spouse serves as trustee,  shares as to which Mr. McCloy has
     no voting or investment power.

(5)  Includes  25,000 shares from a stock award granted by the Company,  912,805
     shares issuable upon the exercise of currently exercisable options,  75,000
     shares  owned by the named  person's  spouse,  as to which Mr. Oolie has no
     voting or investment power,  20,000 shares owned by Oolie Enterprises,  and
     44,313 shares held by the Oolie Family Support Foundation.

(6)  Includes 25,000 shares issuable upon the exercise of currently  exercisable
     warrants  and  1,058,742  shares  issuable  upon the  exercise of currently
     exercisable options.

(7)  Includes 601,220 shares issuable upon the exercise of currently exercisable
     options.

(8)  Includes 320,224 shares issuable upon the exercise of currently exercisable
     options and 10,000 shares owned by the named person's  spouse,  as to which
     Mr. McManus has no voting or investment power.

(9)  Includes 597,683 shares issuable upon the exercise of currently exercisable
     options. In February 2000, Mr. Siomkos sold 100,000 shares of the company's
     common  stock  which  had been  granted  to him by the  company  as a stock
     incentive award upon his employment in 1998. Mr. Siomkos  resigned from NCT
     effective January 30, 2001.

(10) Includes 201,250 shares issuable upon the exercise of currently exercisable
     warrants,   2,583,373  shares  issuable  upon  the  exercise  of  currently
     exercisable options and 590,517 shares owned jointly with her spouse. Irene
     Lebovics is married to Irving  Lebovics who is also employed by the company
     and serves as its Senior Vice President,  Global Sales.  Mr. Lebovics holds
     various  options to acquire an aggregate of 1,188,415  shares of NCT common
     stock, shares as to which Ms. Lebovics disclaims beneficial ownership.

(11) Includes  2,169,750 shares issuable to 2 directors and 3 executive officers
     of the  company  upon  the  exercise  of  currently  exercisable  warrants,
     33,820,296  shares  issuable to 11 persons  upon the  exercise of currently
     exercisable  options,  and 40,000  shares from stock  awards  issued by the
     company to 3 directors.  Excludes options to acquire  5,840,875 shares from
     the company which are not presently exercisable but become exercisable over
     time by the 11 executive officers and directors of the company as a group.

(12) Ms. Salkind's business address is One Riverfront Plaza,  Newark, New Jersey
     07102.   Includes   41,433,710  shares  issuable  upon  the  conversion  of
     convertible secured notes, a default amount and interest thereon calculated
     at a conversion  price of $0.12 per share on the aggregate of $4,000,000 of
     convertible  secured notes  outstanding and 2,702,381  shares issuable upon
     the conversion of a $500,000  convertible  secured note, the default amount
     and  interest  thereon at a conversion  price of $0.21 per share.  Excludes
     shares  beneficially  owned by Morton Salkind,  Ms. Salkind's husband and a
     former director of the Company, as to which she has no voting or investment
     power.


ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On January 26, 1999, Carole Salkind, an accredited investor and spouse of a
former director of NCT,  subscribed and agreed to purchase  secured  convertible
notes of the  company in an  aggregate  principal  amount of $4.0  million.  The
initial  secured  convertible  note for $1.0  million  was signed on January 26,
1999,  and the company  received  the  proceeds on January  28,  1999.  The note
matured on  January  25,  2001.  The note  bears  interest  at the prime rate as
published from time to time in The Wall Street Journal from the issue date until
the note  becomes  due and is paid.  The  holder has the right at any time on or
prior to the day the note is paid in full,  to convert at any time,  all or from
time to time,  any part of the  outstanding  and unpaid  amount of the note into
fully  paid and  non-assessable  shares of common  stock of the  company  at the
conversion  price. The conversion  price, as amended by the parties on September
19,  1999,  of the note and any  future  notes,  is the lesser of (1) the lowest
closing transaction price for the common stock on the securities market on which
the common stock is being traded,  at any time during  September  1999;  (2) the
average of the closing bid price for the common stock on the  securities  market
on which the common  stock is being  traded for five  consecutive  trading  days
prior to the date of conversion;  or (3) the fixed conversion price of $0.17. In
no event will the  conversion  price be less than  $0.12 per  share.  The holder
agreed to purchase the remaining  $3.0 million  principal  amount of the secured
convertible  notes on or before June 30, 1999.  The company agreed to extend the
date for the purchase of remaining  installments of secured convertible notes to
April 15, 2000. On various dates  through March 22, 2000,  the holder  purchased
additional  installments of the remaining $3.0 million  principal  amount of the
secured  convertible  notes, and NCT issued secured  convertible  notes with the
same terms and conditions of the note described above.

     On January 25,  2001,  NCT  defaulted  on the  repayment of $1.0 million of
secured convertible notes. The default provisions in the note imposed a penalty,
the default  amount,  of $100,000  (10% of the  principal  payment in  default).
Default interest from the date of default is due on the principal in default and
the default amount at the rate of prime plus 5%.

     On February  13,  2001,  the same holder and the  company  entered  into an
unsecured,  60-day promissory note in the amount of $0.5 million. Such principal
amount  and  accrued  interest  was due and  payable  on  April  14,  2001.  The
promissory  note bears interest at the rate of 7% per annum.  In connection with
this  transaction,  NCT issued to holder warrants to purchase $0.5 million worth
of either,  at holder's  election,  NCT's common stock at $0.21 per share or Pro
Tech's  common stock at $0.44 per share.  In  addition,  the holder may elect to
convert the  principal and interest into either NCT's or Pro Tech's common stock
at the per share price of the  warrants.  NCT  defaulted on the repayment of the
promissory note on April 14, 2001. The default provisions in the promissory note
imposed a penalty of 10% of the principal in default, or $50,000.

     On various dates in 2000,  Jonathan M. Charry,  Ph.D., the company's Senior
Vice  President,   Corporate   Development,   entered  into  several  short-term
promissory  notes to borrow  funds  from the  company  in  anticipation  of cash
overrides due him under his incentive  compensation  arrangement described below
in "Board Compensation  Committee Report on Execution  Compensation."  Effective
April 1, 2001, the borrowed funds had not been repaid but had been  consolidated
with interest into one outstanding promissory note which is due June 1, 2001 for
an aggregate  principal  amount owed to the company of $101,692.  The note bears
interest at the prime  lending rate as  published in The Wall Street  Journal on
March 21, 2001 plus 1%, or an annual rate of 9.0%.

<PAGE>
                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                 NCT Group, Inc.



  Date:  April 30, 2001         /s/ CY E. HAMMOND
                                ------------------------------------
                                By: Cy E. Hammond
                                    Senior Vice President,
                                    Chief Financial Officer