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): April 18, 2007
  
  
                                   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.)
  
  
  375 Bridgeport Ave, 2nd Floor, Shelton, CT                        06484
  --------------------------------------------              ----------------------
  (Address of principal executive offices)                        (Zip Code)
  
  
  Registrant's telephone number including area code:            (203) 944-9533
                                                            ----------------------
  
  
  
  
  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 April 18, 2007,  NCT Group,  Inc.  ("NCT")  issued Carole  Salkind an 8%
  convertible  note in the  principal  amount of  $1,200,000 to cure NCT's default
  under a note  dated  October  10,  2006.  The  principal  amount  of  this  note
  represents the principal  rolled over  ($550,000),  default  penalty (10% of the
  principal  in  default),  accrued  interest  and an original  issue  discount of
  $571,430.63. This note matures 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 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)
  $0.0020 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 (refinancings after October 31,
                 2005) issued by NCT Group,  Inc. to Carole Salkind  (incorporated
                 by  reference  to  Exhibit  No.  10.2(a) to Form 8-K filed by NCT
                 Group, Inc. dated December 7, 2005).
  
  10.1(b)        Schedule of Secured  Convertible Note (refinancings after October
                 31,  2005) issued by NCT Group,  Inc. to Carole  Salkind on April
                 18, 2007.
  
  
                                         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:  April 26, 2007
  
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-041807.txt", "description": "FORM 8-K", "secsgml_size_bytes": 5582}]
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": "07791253"}, "business-address": {"street1": "375 BRIDGEPORT AVENUE", "street2": "2ND FLOOR", "city": "SHELTON", "state": "CT", "zip": "06484", "phone": "2039449533"}, "mail-address": {"street1": "375 BRIDGEPORT AVENUE", "street2": "2ND FLOOR", "city": "SHELTON", "state": "CT", "zip": "06484"}, "former-company": [{"former-conformed-name": "NCT GROUP INC", "date-changed": "19981028"}, {"former-conformed-name": "NOISE CANCELLATION TECHNOLOGIES INC", "date-changed": "19920703"}, {"former-conformed-name": "ION TECHNOLOGIES INC/NV", "date-changed": "19850512"}]}
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): April 18, 2007
  
                                   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.)
  
  375 Bridgeport Ave, 2nd Floor, Shelton, CT                        06484
  --------------------------------------------              ----------------------
  (Address of principal executive offices)                        (Zip Code)
  
  Registrant's telephone number including area code:            (203) 944-9533
                                                            ----------------------
  
  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 April 18, 2007,  NCT Group,  Inc.  ("NCT")  issued Carole  Salkind an 8%
  convertible  note in the  principal  amount of  $1,200,000 to cure NCT's default
  under a note  dated  October  10,  2006.  The  principal  amount  of  this  note
  represents the principal  rolled over  ($550,000),  default  penalty (10% of the
  principal  in  default),  accrued  interest  and an original  issue  discount of
  $571,430.63. This note matures 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 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)
  $0.0020 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 (refinancings after October 31,
                 2005) issued by NCT Group,  Inc. to Carole Salkind  (incorporated
                 by  reference  to  Exhibit  No.  10.2(a) to Form 8-K filed by NCT
                 Group, Inc. dated December 7, 2005).
  
  10.1(b)        Schedule of Secured  Convertible Note (refinancings after October
                 31,  2005) issued by NCT Group,  Inc. to Carole  Salkind on April
                 18, 2007.
  
                                         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:  April 26, 2007
  
                                         4