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, 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 November 15, 2006, NCT Group,  Inc.  ("NCT") issued Carole Salkind an 8%
  convertible  note in the principal amount of $505,000 for which Ms. Salkind paid
  NCT $275,000 in cash. This note is due 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 or upon  demand.  Interest is
  payable upon maturity of the note or upon demand for repayment.  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) $0.0025 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 (new financings)  issued by NCT
                 Group,  Inc. to Carole  Salkind  (incorporated  by  reference  to
                 Exhibit No.  10.1(a) of the  registrant's  Current Report on Form
                 8-K dated December 7, 2005 (Fi1e No. 0-18267)).
  
  10.1(b)        Schedule of Secured Convertible Note issued by NCT Group, Inc. to
                 Carole Salkind on November 15, 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:  November 21, 2006
  
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-111506.txt", "description": "FORM 8-K", "secsgml_size_bytes": 5385}]
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": "061232735"}, "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, 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 November 15, 2006, NCT Group,  Inc.  ("NCT") issued Carole Salkind an 8%
  convertible  note in the principal amount of $505,000 for which Ms. Salkind paid
  NCT $275,000 in cash. This note is due 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 or upon  demand.  Interest is
  payable upon maturity of the note or upon demand for repayment.  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) $0.0025 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 (new financings)  issued by NCT
                 Group,  Inc. to Carole  Salkind  (incorporated  by  reference  to
                 Exhibit No.  10.1(a) of the  registrant's  Current Report on Form
                 8-K dated December 7, 2005 (Fi1e No. 0-18267)).
  
  10.1(b)        Schedule of Secured Convertible Note issued by NCT Group, Inc. to
                 Carole Salkind on November 15, 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:  November 21, 2006
  
                                         4