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): July 31, 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))
  
  <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  July  31,  2006,  NCT  Group,  Inc.  ("NCT")  issued  Carole  Salkind  an 8%
  convertible  note in the principal amount of $550,000 for which Ms. Salkind paid
  NCT $300,000 in cash.  This note is due upon demand,  but in no event later than
  six months from the date of issuance.  Also on July 31, 2006,  NCT issued Carole
  Salkind an 8% convertible note in the principal amount of $800,000 to cure NCT's
  default under a note dated January 11, 2006.  The principal  amount of this note
  represents the aggregate principal rolled over ($375,000),  default penalty (10%
  of the principal in default), accrued interest and an original issue discount of
  $369,846.08. This note matures six months from the date of issuance.
  
  On August 2, 2006,  NCT issued  Carole  Salkind  an 8%  convertible  note in the
  principal  amount of $800,000 to cure NCT's  default  under a note dated January
  24, 2006. The principal  amount of this note represents the aggregate  principal
  rolled over  ($375,000),  default  penalty  (10% of the  principal  in default),
  accrued  interest  and an  original  issue  discount of  $371,373.55.  This note
  matures six months from the date of issuance.
  
  The convertible notes are secured by substantially all of the assets of NCT. The
  notes bear  interest  at the stated rate until the  respective  due dates of the
  notes,  or until demand is made for  repayment of the  $550,000  note,  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 or upon  demand.
  Interest is payable upon  maturity of the notes or upon demand for  repayment of
  the $550,000  note. At the election of Ms.  Salkind,  the notes may be converted
  into  shares of NCT common  stock at a  conversion  price per share equal to the
  greater of (i) $0.0019 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.
  
  The issuance of the notes 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 (demand)  issued by NCT Group,
                 Inc. to Carole Salkind  (incorporated by reference to Exhibit No.
                 10.1(a) to Form 8-K filed by NCT Group,  Inc.  dated December 22,
                 2005).
  
  10.1(b)        Schedule  of  Secured  Convertible  Note  (demand)  issued by NCT
                 Group, Inc. to Carole Salkind on July 31, 2006.
  
  10.2(a)        Form of Secured  Convertible Note (refinancings after October 31,
                 2005) issued by NCT Group,  Inc. to Carole Salkind  (incorporated
                 by  reference  to  Exhibit  No.  10.2(a) to Form 8-K filed by NCT
                 Group, Inc. dated December 7, 2005).
  
  10.2(b)        Schedule of Secured Convertible Notes (refinancings after October
                 31, 2005) issued by NCT Group, Inc. to Carole Salkind on July 31,
                 2006 and August 2, 2006.
  
                                         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:    August 7, 2006
  
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-073106.txt", "description": "FORM 8-K", "secsgml_size_bytes": 6878}]
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": "061008776"}, "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): July 31, 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 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  July  31,  2006,  NCT  Group,  Inc.  ("NCT")  issued  Carole  Salkind  an 8%
  convertible  note in the principal amount of $550,000 for which Ms. Salkind paid
  NCT $300,000 in cash.  This note is due upon demand,  but in no event later than
  six months from the date of issuance.  Also on July 31, 2006,  NCT issued Carole
  Salkind an 8% convertible note in the principal amount of $800,000 to cure NCT's
  default under a note dated January 11, 2006.  The principal  amount of this note
  represents the aggregate principal rolled over ($375,000),  default penalty (10%
  of the principal in default), accrued interest and an original issue discount of
  $369,846.08. This note matures six months from the date of issuance.
  
  On August 2, 2006,  NCT issued  Carole  Salkind  an 8%  convertible  note in the
  principal  amount of $800,000 to cure NCT's  default  under a note dated January
  24, 2006. The principal  amount of this note represents the aggregate  principal
  rolled over  ($375,000),  default  penalty  (10% of the  principal  in default),
  accrued  interest  and an  original  issue  discount of  $371,373.55.  This note
  matures six months from the date of issuance.
  
  The convertible notes are secured by substantially all of the assets of NCT. The
  notes bear  interest  at the stated rate until the  respective  due dates of the
  notes,  or until demand is made for  repayment of the  $550,000  note,  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 or upon  demand.
  Interest is payable upon  maturity of the notes or upon demand for  repayment of
  the $550,000  note. At the election of Ms.  Salkind,  the notes may be converted
  into  shares of NCT common  stock at a  conversion  price per share equal to the
  greater of (i) $0.0019 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.
  
  The issuance of the notes 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 (demand)  issued by NCT Group,
                 Inc. to Carole Salkind  (incorporated by reference to Exhibit No.
                 10.1(a) to Form 8-K filed by NCT Group,  Inc.  dated December 22,
                 2005).
  
  10.1(b)        Schedule  of  Secured  Convertible  Note  (demand)  issued by NCT
                 Group, Inc. to Carole Salkind on July 31, 2006.
  
  10.2(a)        Form of Secured  Convertible Note (refinancings after October 31,
                 2005) issued by NCT Group,  Inc. to Carole Salkind  (incorporated
                 by  reference  to  Exhibit  No.  10.2(a) to Form 8-K filed by NCT
                 Group, Inc. dated December 7, 2005).
  
  10.2(b)        Schedule of Secured Convertible Notes (refinancings after October
                 31, 2005) issued by NCT Group, Inc. to Carole Salkind on July 31,
                 2006 and August 2, 2006.
  
                                         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:    August 7, 2006
  
                                         4