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): January 11, 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 January  11,  2006,  NCT Group,  Inc.  ("NCT")  issued  Carole  Salkind an 8%
  convertible  note in the principal amount of $375,000 for which Ms. Salkind paid
  NCT $300,000 in cash.  The note is due upon  demand,  but in no event later than
  six months from the date of  issuance.  On January 12, 2006,  NCT issued  Carole
  Salkind an 8% convertible note in the principal amount of $31,637,249.49 to cure
  NCT's  default  under notes dated June 24, 2005 and July 8, 2005.  The principal
  amount  of  this  note   represents   the   aggregate   principal   rolled  over
  ($27,705,266.96),  default penalty (10% of the principal in default) and accrued
  interest.  The note matures six months from the date of issuance.  The 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 $375,000 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  $375,000  note.  At the  election of Ms.
  Salkind, the $375,000 note may be converted into shares of NCT common stock at a
  conversion  price per share  equal to the greater of (i) $0.0034 or (ii) the par
  value of NCT common  stock on the date of  conversion.  At the  election  of Ms.
  Salkind,  the  $31,637,249.49  note may be  converted  into shares of NCT common
  stock at a  conversion  price per share  equal to the  greater of (i) $0.0037 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 $375,000 note, NCT issued Ms. Salkind a
  five-year  warrant  to  acquire  20,000,000  shares  of NCT  common  stock at an
  exercise  price per share  equal to the  greater of (i)  $0.0034 or (ii) the par
  value of NCT  common  stock on the date of  exercise.  In  conjunction  with the
  issuance of the $31,637,249.49  note, NCT issued Ms. Salkind a five-year warrant
  to acquire 521,000,000 shares of NCT common stock at an exercise price per share
  equal to the greater of (i) $0.0037 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 January 11, 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 January
                 12, 2006.
  
  10.3(a)        Form of Warrant (new financings after October 31, 2005) issued by
                 NCT Group,  Inc. to Carole Salkind  (incorporated by reference to
                 Exhibit  No.  10.3(a)  to Form 8-K filed by NCT  Group,  Inc.  on
                 December 12, 2005).
  
  10.3(b)        Schedule of Warrant  (new  financings  after  October  31,  2005)
                 issued by NCT Group, Inc. to Carole Salkind on January 11, 2006.
  
  10.4(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).
  
  10.4(b)        Schedule of Warrant  (refinancings after October 31, 2005) issued
                 by NCT Group, Inc. to Carole Salkind on January 12, 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:  January 18, 2006
  
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-011106.txt", "description": "FORM 8-K", "secsgml_size_bytes": 8116}]
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": "06534751"}, "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): January 11, 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 January  11,  2006,  NCT Group,  Inc.  ("NCT")  issued  Carole  Salkind an 8%
  convertible  note in the principal amount of $375,000 for which Ms. Salkind paid
  NCT $300,000 in cash.  The note is due upon  demand,  but in no event later than
  six months from the date of  issuance.  On January 12, 2006,  NCT issued  Carole
  Salkind an 8% convertible note in the principal amount of $31,637,249.49 to cure
  NCT's  default  under notes dated June 24, 2005 and July 8, 2005.  The principal
  amount  of  this  note   represents   the   aggregate   principal   rolled  over
  ($27,705,266.96),  default penalty (10% of the principal in default) and accrued
  interest.  The note matures six months from the date of issuance.  The 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 $375,000 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  $375,000  note.  At the  election of Ms.
  Salkind, the $375,000 note may be converted into shares of NCT common stock at a
  conversion  price per share  equal to the greater of (i) $0.0034 or (ii) the par
  value of NCT common  stock on the date of  conversion.  At the  election  of Ms.
  Salkind,  the  $31,637,249.49  note may be  converted  into shares of NCT common
  stock at a  conversion  price per share  equal to the  greater of (i) $0.0037 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 $375,000 note, NCT issued Ms. Salkind a
  five-year  warrant  to  acquire  20,000,000  shares  of NCT  common  stock at an
  exercise  price per share  equal to the  greater of (i)  $0.0034 or (ii) the par
  value of NCT  common  stock on the date of  exercise.  In  conjunction  with the
  issuance of the $31,637,249.49  note, NCT issued Ms. Salkind a five-year warrant
  to acquire 521,000,000 shares of NCT common stock at an exercise price per share
  equal to the greater of (i) $0.0037 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 January 11, 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 January
                 12, 2006.
  
  10.3(a)        Form of Warrant (new financings after October 31, 2005) issued by
                 NCT Group,  Inc. to Carole Salkind  (incorporated by reference to
                 Exhibit  No.  10.3(a)  to Form 8-K filed by NCT  Group,  Inc.  on
                 December 12, 2005).
  
  10.3(b)        Schedule of Warrant  (new  financings  after  October  31,  2005)
                 issued by NCT Group, Inc. to Carole Salkind on January 11, 2006.
  
  10.4(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).
  
  10.4(b)        Schedule of Warrant  (refinancings after October 31, 2005) issued
                 by NCT Group, Inc. to Carole Salkind on January 12, 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:  January 18, 2006
  
                                         4