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): October 3, 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 October 3, 2006, NCT Group,  Inc.  ("NCT") and Carole Salkind  entered into a
  convertible note purchase agreement pursuant to which NCT issued and sold to Ms.
  Salkind a 15% convertible note in the principal amount of $133,443,201.79  and a
  9% convertible  note in the principal amount of  $33,360,800.45  in exchange for
  the cancellation  and discharge of all of the then  outstanding  notes issued to
  Ms.  Salkind by NCT in the aggregate  principal  amount of  $116,114,523.57.  In
  addition to the principal  amount of the cancelled  notes, the new notes include
  default  penalties of $7,432,571.81  (representing 10% of the principal of those
  notes then in default),  accrued interest of $5,717,225.86 and an original issue
  discount of $37,539,681.
  
  The convertible notes are secured by substantially all of the assets of NCT. The
  15% note is due on  October  3, 2011 and  interest  thereon is payable in annual
  installments  in  arrears  or may be  added to the  then  outstanding  principal
  balance of the note on each anniversary of issuance,  at NCT's election.  The 9%
  note is due on October 3, 2016 and interest thereon is payable in arrears on the
  date the  principal  amount is paid.  The notes bear interest at the stated rate
  until the due date of the notes 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. 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) $0.0025 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           Convertible Note Purchase Agreement, dated as of October 3, 2006,
                 by and between NCT Group, Inc. and Carole Salkind.
  
  10.2           15% Secured  Convertible Note issued by NCT Group, Inc. to Carole
                 Salkind on October 3, 2006.
  
  10.3           9% Secured  Convertible Note issued by NCT Group,  Inc. to Carole
                 Salkind on October 3, 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:  October 10, 2006
  
                                         4
  <PAGE>
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-100306.txt", "description": "FORM 8-K", "secsgml_size_bytes": 6106}]
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": "061138108"}, "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): October 3, 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 October 3, 2006, NCT Group,  Inc.  ("NCT") and Carole Salkind  entered into a
  convertible note purchase agreement pursuant to which NCT issued and sold to Ms.
  Salkind a 15% convertible note in the principal amount of $133,443,201.79  and a
  9% convertible  note in the principal amount of  $33,360,800.45  in exchange for
  the cancellation  and discharge of all of the then  outstanding  notes issued to
  Ms.  Salkind by NCT in the aggregate  principal  amount of  $116,114,523.57.  In
  addition to the principal  amount of the cancelled  notes, the new notes include
  default  penalties of $7,432,571.81  (representing 10% of the principal of those
  notes then in default),  accrued interest of $5,717,225.86 and an original issue
  discount of $37,539,681.
  
  The convertible notes are secured by substantially all of the assets of NCT. The
  15% note is due on  October  3, 2011 and  interest  thereon is payable in annual
  installments  in  arrears  or may be  added to the  then  outstanding  principal
  balance of the note on each anniversary of issuance,  at NCT's election.  The 9%
  note is due on October 3, 2016 and interest thereon is payable in arrears on the
  date the  principal  amount is paid.  The notes bear interest at the stated rate
  until the due date of the notes 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. 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) $0.0025 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           Convertible Note Purchase Agreement, dated as of October 3, 2006,
                 by and between NCT Group, Inc. and Carole Salkind.
  
  10.2           15% Secured  Convertible Note issued by NCT Group, Inc. to Carole
                 Salkind on October 3, 2006.
  
  10.3           9% Secured  Convertible Note issued by NCT Group,  Inc. to Carole
                 Salkind on October 3, 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:  October 10, 2006
  
                                         4