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): January 24, 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 January  24,  2006,  NCT Group,  Inc.  ("NCT")  issued  Carole  Salkind an 8%
  convertible  note in the principal amount of $375,000 for which Ms. Salkind paid
  NCT $300,000 in cash.  The note is due upon  demand,  but in no event later than
  six months from the date of issuance.  The 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 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)
  $0.0033 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.
  
  In conjunction with the issuance of the 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)  $0.0033  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.
  
  
                                         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.  on  December  29,
                 2005).
  
  
  10.1(b)        Schedule  of  Secured  Convertible  Note  (demand)  issued by NCT
                 Group, Inc. to Carole Salkind on January 24, 2006.
  
  10.2(a)        Form of Warrant (new financings after October 31, 2005) issued by
                 NCT Group,  Inc. to Carole Salkind  (incorporated by reference to
                 Exhibit  No.  10.3(a)  to Form 8-K filed by NCT  Group,  Inc.  on
                 December 12, 2005).
  
  10.2(b)        Schedule of Warrant  (new  financings  after  October  31,  2005)
                 issued by NCT Group, Inc. to Carole Salkind on January 24, 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:  January 30, 2006
  
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-012406.txt", "description": "FORM 8-K", "secsgml_size_bytes": 6158}]
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": "06561397"}, "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): January 24, 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 January  24,  2006,  NCT Group,  Inc.  ("NCT")  issued  Carole  Salkind an 8%
  convertible  note in the principal amount of $375,000 for which Ms. Salkind paid
  NCT $300,000 in cash.  The note is due upon  demand,  but in no event later than
  six months from the date of issuance.  The 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 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)
  $0.0033 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.
  
  In conjunction with the issuance of the 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)  $0.0033  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.
  
                                         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.  on  December  29,
                 2005).
  
  10.1(b)        Schedule  of  Secured  Convertible  Note  (demand)  issued by NCT
                 Group, Inc. to Carole Salkind on January 24, 2006.
  
  10.2(a)        Form of Warrant (new financings after October 31, 2005) issued by
                 NCT Group,  Inc. to Carole Salkind  (incorporated by reference to
                 Exhibit  No.  10.3(a)  to Form 8-K filed by NCT  Group,  Inc.  on
                 December 12, 2005).
  
  10.2(b)        Schedule of Warrant  (new  financings  after  October  31,  2005)
                 issued by NCT Group, Inc. to Carole Salkind on January 24, 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:  January 30, 2006
  
                                         4