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 7, 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  April  7,  2006,  NCT  Group,  Inc.  ("NCT")  issued  Carole  Salkind  an 8%
  convertible  note in the principal amount of $750,000 for which Ms. Salkind paid
  NCT $400,000 in cash.  This note is due upon demand,  but in no event later than
  six months from the date of issuance.  Also on April 7, 2006,  NCT issued Carole
  Salkind an 8% convertible  note in the principal amount of $4,633,722.87 to cure
  NCT's default under three notes (notes dated  September 26, 2005,  September 26,
  2005 and September 30, 2005).  The principal  amount of this note represents the
  aggregate  principal  rolled over  ($4,050,626.71),  default penalty (10% of the
  principal  in default) and accrued  interest.  This note matures six months from
  the date of issuance.
  
  The 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, or until
  demand is made for  repayment  of the  $750,000  note,  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 or upon  demand.  Interest is
  payable upon  maturity of the notes or upon demand for repayment of the $750,000
  note. At the election of Ms.  Salkind,  the $750,000 note may be converted  into
  shares of NCT common stock at a conversion  price per share equal to the greater
  of (i)  $0.0024  or (ii)  the par  value  of NCT  common  stock  on the  date of
  conversion.  At the  election  of Ms.  Salkind,  the  $4,633,722.87  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 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.
  
  In  conjunction  with the  issuance of the  $4,633,722.87  note,  NCT issued Ms.
  Salkind  five-year  warrants to acquire an aggregate of 76,500,000 shares of NCT
  common stock at an exercise  price per share equal to the greater of (i) $0.0025
  or (ii) the par value of NCT common stock on the date of exercise.
  
  The issuance of the notes and warrants 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 April 7, 2006.
  
  10.2(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. on December 12, 2005).
  
  10.2(b)        Schedule of Secured  Convertible Note (refinancings after October
                 31, 2005) issued by NCT Group, Inc. to Carole Salkind on April 7,
                 2006.
  
  10.3(a)        Form of Warrant  (refinancings  after October 31, 2005) 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.  on
                 December 12, 2005).
  
  10.3(b)        Schedule of Warrant  (refinancings after October 31, 2005) issued
                 by NCT Group, Inc. to Carole Salkind on April 7, 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:    April 13, 2006
  
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-040706.txt", "description": "FORM - 8-K", "secsgml_size_bytes": 7447}]
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": "06758656"}, "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): April 7, 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  April  7,  2006,  NCT  Group,  Inc.  ("NCT")  issued  Carole  Salkind  an 8%
  convertible  note in the principal amount of $750,000 for which Ms. Salkind paid
  NCT $400,000 in cash.  This note is due upon demand,  but in no event later than
  six months from the date of issuance.  Also on April 7, 2006,  NCT issued Carole
  Salkind an 8% convertible  note in the principal amount of $4,633,722.87 to cure
  NCT's default under three notes (notes dated  September 26, 2005,  September 26,
  2005 and September 30, 2005).  The principal  amount of this note represents the
  aggregate  principal  rolled over  ($4,050,626.71),  default penalty (10% of the
  principal  in default) and accrued  interest.  This note matures six months from
  the date of issuance.
  
  The 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, or until
  demand is made for  repayment  of the  $750,000  note,  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 or upon  demand.  Interest is
  payable upon  maturity of the notes or upon demand for repayment of the $750,000
  note. At the election of Ms.  Salkind,  the $750,000 note may be converted  into
  shares of NCT common stock at a conversion  price per share equal to the greater
  of (i)  $0.0024  or (ii)  the par  value  of NCT  common  stock  on the  date of
  conversion.  At the  election  of Ms.  Salkind,  the  $4,633,722.87  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 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.
  
  In  conjunction  with the  issuance of the  $4,633,722.87  note,  NCT issued Ms.
  Salkind  five-year  warrants to acquire an aggregate of 76,500,000 shares of NCT
  common stock at an exercise  price per share equal to the greater of (i) $0.0025
  or (ii) the par value of NCT common stock on the date of exercise.
  
  The issuance of the notes and warrants 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 April 7, 2006.
  
  10.2(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. on December 12, 2005).
  
  10.2(b)        Schedule of Secured  Convertible Note (refinancings after October
                 31, 2005) issued by NCT Group, Inc. to Carole Salkind on April 7,
                 2006.
  
  10.3(a)        Form of Warrant  (refinancings  after October 31, 2005) 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.  on
                 December 12, 2005).
  
  10.3(b)        Schedule of Warrant  (refinancings after October 31, 2005) issued
                 by NCT Group, Inc. to Carole Salkind on April 7, 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:    April 13, 2006
  
                                         4