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): November 15, 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 November  15, 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. The note is secured by substantially  all of the assets of
  NCT.  The note  matures  six months  from the date of  issuance.  The note bears
  interest at the stated rate until the due date 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.  Interest  is  payable  upon
  maturity of the note. 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) $0.0042 or (ii) the par value of NCT common  stock on the date of
  conversion or 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.
  
  In conjunction with the issuance of the note, NCT issued Ms. Salkind a five-year
  warrant to acquire  15,000,000  shares of NCT common stock at an exercise  price
  per  share  equal to the  greater  of (i)  $0.0042  or (ii) the par value of NCT
  common stock on the date of exercise.
  
  The issuance of the note and warrant 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.
  
  
  Item 9.01. Financial Statements and Exhibits.
  
  (c) Exhibits
  
  10.1       Secured  Convertible Note issued by NCT Group, Inc. to Carole Salkind
             on  November 15, 2005.
  
  10.2       Warrant issued by NCT Group, Inc. to Carole Salkind on November 15,
             2005.
  
                                         2
  <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:    November 22, 2005
  
                                         3
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-111505.txt", "description": "FORM 8-K", "secsgml_size_bytes": 5262}]
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": "051221830"}, "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): November 15, 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 November  15, 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. The note is secured by substantially  all of the assets of
  NCT.  The note  matures  six months  from the date of  issuance.  The note bears
  interest at the stated rate until the due date 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.  Interest  is  payable  upon
  maturity of the note. 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) $0.0042 or (ii) the par value of NCT common  stock on the date of
  conversion or 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.
  
  In conjunction with the issuance of the note, NCT issued Ms. Salkind a five-year
  warrant to acquire  15,000,000  shares of NCT common stock at an exercise  price
  per  share  equal to the  greater  of (i)  $0.0042  or (ii) the par value of NCT
  common stock on the date of exercise.
  
  The issuance of the note and warrant 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.
  
  Item 9.01. Financial Statements and Exhibits.
  
  (c) Exhibits
  
  10.1       Secured  Convertible Note issued by NCT Group, Inc. to Carole Salkind
             on  November 15, 2005.
  
  10.2       Warrant issued by NCT Group, Inc. to Carole Salkind on November 15,
             2005.
  
                                         2
  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:    November 22, 2005
  
                                         3