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): September 26, 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 September 26, 2006, NCT Group,  Inc. ("NCT") issued Carole Salkind an 8%
  convertible  note in the  principal  amount of  $8,000,000 to cure NCT's default
  under 8% notes dated February 13, 2006, February 27, 2006, March 10, 2006, March
  10, 2006 and March 24, 2006.  The principal  amount of this note  represents the
  aggregate  principal  rolled over  ($3,790,412.93),  default penalty (10% of the
  principal in default),  accrued  interest  ($179,965.40)  and an original  issue
  discount  of  $3,650,580.38.  This  note  matures  six  months  from the date of
  issuance.
  
       In  addition,  on  September  26,  2006,  NCT issued  Carole  Salkind a 12%
  convertible  note in the principal amount of $1,450,000 to cure NCT's default on
  payment of the 12% note for interest  dated  February 13,  2006.  The  principal
  amount of this note represents the principal rolled over ($652,654.59), interest
  thereon  ($53,008.27),  default penalty (10% of the principal in default) and an
  original  issue discount of  $679,071.69.  This note matures six months from the
  date of issuance.
  
       These  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
  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.  Interest is
  payable upon maturity of the notes.  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(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
                 September 26, 2006.
  
  10.2(a)        Form of 12% Secured Convertible Note (refinancings) issued by NCT
                 Group,  Inc. to Carole  Salkind  (incorporated  by  reference  to
                 Exhibit No.  10.4(a) to Form 8-K filed by NCT Group,  Inc.  dated
                 April 21, 2006).
  
  10.2(b)        Schedule of 12% Secured Convertible Note (refinancings) issued by
                 NCT Group, Inc. to Carole Salkind on September 26, 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 3, 2006
  
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-092606.txt", "description": "FORM 8K", "secsgml_size_bytes": 6665}]
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": "061125044"}, "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): September 26, 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 September 26, 2006, NCT Group,  Inc. ("NCT") issued Carole Salkind an 8%
  convertible  note in the  principal  amount of  $8,000,000 to cure NCT's default
  under 8% notes dated February 13, 2006, February 27, 2006, March 10, 2006, March
  10, 2006 and March 24, 2006.  The principal  amount of this note  represents the
  aggregate  principal  rolled over  ($3,790,412.93),  default penalty (10% of the
  principal in default),  accrued  interest  ($179,965.40)  and an original  issue
  discount  of  $3,650,580.38.  This  note  matures  six  months  from the date of
  issuance.
  
       In  addition,  on  September  26,  2006,  NCT issued  Carole  Salkind a 12%
  convertible  note in the principal amount of $1,450,000 to cure NCT's default on
  payment of the 12% note for interest  dated  February 13,  2006.  The  principal
  amount of this note represents the principal rolled over ($652,654.59), interest
  thereon  ($53,008.27),  default penalty (10% of the principal in default) and an
  original  issue discount of  $679,071.69.  This note matures six months from the
  date of issuance.
  
       These  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
  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.  Interest is
  payable upon maturity of the notes.  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(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
                 September 26, 2006.
  
  10.2(a)        Form of 12% Secured Convertible Note (refinancings) issued by NCT
                 Group,  Inc. to Carole  Salkind  (incorporated  by  reference  to
                 Exhibit No.  10.4(a) to Form 8-K filed by NCT Group,  Inc.  dated
                 April 21, 2006).
  
  10.2(b)        Schedule of 12% Secured Convertible Note (refinancings) issued by
                 NCT Group, Inc. to Carole Salkind on September 26, 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 3, 2006
  
                                         4