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): August 16, 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 August 16, 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.  The  convertible  note is  secured  by
  substantially  all of the assets of NCT.  The note bears  interest at the stated
  rate until the due date of the note,  or until  demand is made for  repayment of
  the note,  and bears  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 note or upon demand
  for repayment.  At the election of Ms.  Salkind,  the note may be converted into
  shares of NCT common stock at a conversion  price per share equal to the greater
  of (i)  $0.0022  or (ii)  the par  value  of NCT  common  stock  on the  date of
  conversion. At the election of Ms. Salkind, the note 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 note contains 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 note 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 dated December 22, 2005).
  
  10.1(b)        Schedule  of  Secured  Convertible  Note  (demand)  issued by NCT
                 Group, Inc. to Carole Salkind on August 16, 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 22, 2006
  
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-081606.txt", "description": "FORM - 8K", "secsgml_size_bytes": 5424}]
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": "061047907"}, "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): August 16, 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 August 16, 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.  The  convertible  note is  secured  by
  substantially  all of the assets of NCT.  The note bears  interest at the stated
  rate until the due date of the note,  or until  demand is made for  repayment of
  the note,  and bears  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 note or upon demand
  for repayment.  At the election of Ms.  Salkind,  the note may be converted into
  shares of NCT common stock at a conversion  price per share equal to the greater
  of (i)  $0.0022  or (ii)  the par  value  of NCT  common  stock  on the  date of
  conversion. At the election of Ms. Salkind, the note 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 note contains 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 note 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 dated December 22, 2005).
  
  10.1(b)        Schedule  of  Secured  Convertible  Note  (demand)  issued by NCT
                 Group, Inc. to Carole Salkind on August 16, 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 22, 2006
  
                                         4