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): December 7, 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  December  7, 2005,  NCT Group,  Inc.  ("NCT")  issued  Carole  Salkind an 8%
  convertible  note in the principal amount of $300,000 for which Ms. Salkind paid
  NCT $300,000 in cash.  Also on December 7, 2005, NCT issued Carole Salkind an 8%
  convertible  note in the principal  amount of  $959,383.98 to cure NCT's default
  under notes dated May 16, 2005 and May 18, 2005.  The  principal  amount of this
  note  represents  the aggregate  principal  rolled over  ($835,934.02),  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 $300,000 note may be converted into shares of NCT common stock at a
  conversion  price per share  equal to the greater of (i) $0.0045 or (ii) the par
  value of NCT common  stock on the date of  conversion.  At the  election  of Ms.
  Salkind,  the $959,383.98  note may be converted into shares of NCT common stock
  at a conversion  price per share equal to the greater of (i) $0.0052 or (ii) the
  par value of NCT common stock on the date of conversion.  At the election of Ms.
  Salkind, the notes 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 the $300,000 note, NCT issued Ms. Salkind a
  five-year  warrant  to  acquire  20,000,000  shares  of NCT  common  stock at an
  exercise  price per share  equal to the  greater of (i)  $0.0045 or (ii) the par
  value of NCT  common  stock on the date of  exercise.  In  conjunction  with the
  issuance of the $959,383.98  note, NCT issued Ms. Salkind a five-year warrant to
  acquire  16,000,000  shares of NCT common  stock at an exercise  price per share
  equal to the greater of (i) $0.0052 or (ii) the par value of NCT common stock on
  the date of exercise.
  
  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.
  
                                         2
  <PAGE>
  
  Item 9.01.     Financial Statements and Exhibits.
  
  (c) Exhibits
  
  10.1(a)        Form of Secured  Convertible  Note (new financings  after October
                 31, 2005) issued by NCT Group, Inc. to Carole Salkind.
  
  10.1(b)        Schedule  of  Secured  Convertible  Note  (new  financings  after
                 October 31, 2005) issued by NCT Group,  Inc. to Carole Salkind on
                 December 7, 2005.
  
  10.2(a)        Form of Secured  Convertible Note (refinancings after October 31,
                 2005) issued by NCT Group, Inc. to Carole Salkind.
  
  10.2(b)        Schedule of Secured  Convertible Note (refinancings after October
                 31, 2005) issued by NCT Group, Inc. to Carole Salkind on December
                 7, 2005.
  
  10.3(a)        Form of Warrant (new financings after October 31, 2005) issued by
                 NCT Group, Inc. to Carole Salkind.
  
  10.3(b)        Schedule of Warrant  (new  financings  after  October  31,  2005)
                 issued by NCT Group, Inc. to Carole Salkind on December 7, 2005.
  
  10.4(a)        Form of Warrant  (refinancings  after October 31, 2005) issued by
                 NCT Group, Inc. to Carole Salkind.
  
  10.4(b)        Schedule of Warrant  (refinancings after October 31, 2005) issued
                 by NCT Group, Inc. to Carole Salkind on December 7, 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:  December 12, 2005
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-120705.txt", "description": "FORM 8-K", "secsgml_size_bytes": 7342}]
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": "051258683"}, "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): December 7, 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  December  7, 2005,  NCT Group,  Inc.  ("NCT")  issued  Carole  Salkind an 8%
  convertible  note in the principal amount of $300,000 for which Ms. Salkind paid
  NCT $300,000 in cash.  Also on December 7, 2005, NCT issued Carole Salkind an 8%
  convertible  note in the principal  amount of  $959,383.98 to cure NCT's default
  under notes dated May 16, 2005 and May 18, 2005.  The  principal  amount of this
  note  represents  the aggregate  principal  rolled over  ($835,934.02),  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 $300,000 note may be converted into shares of NCT common stock at a
  conversion  price per share  equal to the greater of (i) $0.0045 or (ii) the par
  value of NCT common  stock on the date of  conversion.  At the  election  of Ms.
  Salkind,  the $959,383.98  note may be converted into shares of NCT common stock
  at a conversion  price per share equal to the greater of (i) $0.0052 or (ii) the
  par value of NCT common stock on the date of conversion.  At the election of Ms.
  Salkind, the notes 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 the $300,000 note, NCT issued Ms. Salkind a
  five-year  warrant  to  acquire  20,000,000  shares  of NCT  common  stock at an
  exercise  price per share  equal to the  greater of (i)  $0.0045 or (ii) the par
  value of NCT  common  stock on the date of  exercise.  In  conjunction  with the
  issuance of the $959,383.98  note, NCT issued Ms. Salkind a five-year warrant to
  acquire  16,000,000  shares of NCT common  stock at an exercise  price per share
  equal to the greater of (i) $0.0052 or (ii) the par value of NCT common stock on
  the date of exercise.
  
  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.
  
                                         2
  Item 9.01.     Financial Statements and Exhibits.
  
  (c) Exhibits
  
  10.1(a)        Form of Secured  Convertible  Note (new financings  after October
                 31, 2005) issued by NCT Group, Inc. to Carole Salkind.
  
  10.1(b)        Schedule  of  Secured  Convertible  Note  (new  financings  after
                 October 31, 2005) issued by NCT Group,  Inc. to Carole Salkind on
                 December 7, 2005.
  
  10.2(a)        Form of Secured  Convertible Note (refinancings after October 31,
                 2005) issued by NCT Group, Inc. to Carole Salkind.
  
  10.2(b)        Schedule of Secured  Convertible Note (refinancings after October
                 31, 2005) issued by NCT Group, Inc. to Carole Salkind on December
                 7, 2005.
  
  10.3(a)        Form of Warrant (new financings after October 31, 2005) issued by
                 NCT Group, Inc. to Carole Salkind.
  
  10.3(b)        Schedule of Warrant  (new  financings  after  October  31,  2005)
                 issued by NCT Group, Inc. to Carole Salkind on December 7, 2005.
  
  10.4(a)        Form of Warrant  (refinancings  after October 31, 2005) issued by
                 NCT Group, Inc. to Carole Salkind.
  
  10.4(b)        Schedule of Warrant  (refinancings after October 31, 2005) issued
                 by NCT Group, Inc. to Carole Salkind on December 7, 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:  December 12, 2005
  
                                         4