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 10, 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  10,  2006,  NCT  Group,  Inc.  ("NCT")  issued  Carole  Salkind  an 8%
  convertible  note in the principal  amount of $1,120,000  for which Ms.  Salkind
  paid NCT $510,000 in cash.  This note is due upon demand,  but in no event later
  than six months from the date of  issuance.  Also on July 10,  2006,  NCT issued
  Carole Salkind a 12% convertible  note in the principal amount of $650,285.76 to
  cure NCT's default on payment of the quarterly  interest  installment  due under
  the $5,000,000  note dated December 22, 2004. The principal  amount of this note
  represents  the interest  installment  due July 1, 2006  ($149,589.04),  default
  interest  thereon and  interest  default  penalty  (10% of the then  outstanding
  principal). 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 due date of the notes, or until
  demand is made for  repayment of the  $1,120,000  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
  $1,120,000 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 dated December 22, 2005).
  
  10.1(b)        Schedule  of  Secured  Convertible  Note  (demand)  issued by NCT
                 Group, Inc. to Carole Salkind on July 10, 2006.
  
  10.2(a)        Form of 12% Secured Convertible Note issued by NCT Group, Inc. to
                 Carole Salkind (incorporated by reference to Exhibit No. 10.11(a)
                 to Form 10-K for the year ended December 31, 2005).
  
  10.2(b)        Schedule  of 12%  Secured  Convertible  Note issued by NCT Group,
                 Inc. to Carole Salkind on July 10, 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:    July 14, 2006
  
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-071006.txt", "description": "FORM 8-K", "secsgml_size_bytes": 6364}]
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": "06962823"}, "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 10, 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  10,  2006,  NCT  Group,  Inc.  ("NCT")  issued  Carole  Salkind  an 8%
  convertible  note in the principal  amount of $1,120,000  for which Ms.  Salkind
  paid NCT $510,000 in cash.  This note is due upon demand,  but in no event later
  than six months from the date of  issuance.  Also on July 10,  2006,  NCT issued
  Carole Salkind a 12% convertible  note in the principal amount of $650,285.76 to
  cure NCT's default on payment of the quarterly  interest  installment  due under
  the $5,000,000  note dated December 22, 2004. The principal  amount of this note
  represents  the interest  installment  due July 1, 2006  ($149,589.04),  default
  interest  thereon and  interest  default  penalty  (10% of the then  outstanding
  principal). 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 due date of the notes, or until
  demand is made for  repayment of the  $1,120,000  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
  $1,120,000 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 dated December 22, 2005).
  
  10.1(b)        Schedule  of  Secured  Convertible  Note  (demand)  issued by NCT
                 Group, Inc. to Carole Salkind on July 10, 2006.
  
  10.2(a)        Form of 12% Secured Convertible Note issued by NCT Group, Inc. to
                 Carole Salkind (incorporated by reference to Exhibit No. 10.11(a)
                 to Form 10-K for the year ended December 31, 2005).
  
  10.2(b)        Schedule  of 12%  Secured  Convertible  Note issued by NCT Group,
                 Inc. to Carole Salkind on July 10, 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:    July 14, 2006
  
                                         4