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): February 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 February 7, 2006,  NCT issued Carole  Salkind an 8%  convertible  note in the
  principal amount of  $15,653,600.49 to cure NCT's default under notes dated July
  26, 2005 and August 1, 2005.  The principal  amount of this note  represents the
  aggregate  principal rolled over  ($13,699,878.22),  default penalty (10% of the
  principal in default) and accrued interest. The 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) $0.0021 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.
  
  In conjunction with the issuance of the note, NCT issued Ms. Salkind a five-year
  warrant to acquire  257,750,000  shares of NCT common stock at an exercise price
  per  share  equal to the  greater  of (i)  $0.0021  or (ii) the par value of NCT
  common stock on the date of exercise.
  
  The issuance of the note and warrant 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. on December 12, 2005).
  
  10.1(b)        Schedule of Secured  Convertible Note (refinancings after October
                 31, 2005) issued by NCT Group, Inc. to Carole Salkind on February
                 7, 2006.
  
  10.2(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).
  
  10.2(b)        Schedule of Warrant  (refinancings after October 31, 2005) issued
                 by NCT Group, Inc. to Carole Salkind on February 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:  February 13, 2006
  
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-020706.txt", "description": "FORM-8K", "secsgml_size_bytes": 6221}]
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": "06604024"}, "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): February 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 February 7, 2006,  NCT issued Carole  Salkind an 8%  convertible  note in the
  principal amount of  $15,653,600.49 to cure NCT's default under notes dated July
  26, 2005 and August 1, 2005.  The principal  amount of this note  represents the
  aggregate  principal rolled over  ($13,699,878.22),  default penalty (10% of the
  principal in default) and accrued interest. The 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) $0.0021 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.
  
  In conjunction with the issuance of the note, NCT issued Ms. Salkind a five-year
  warrant to acquire  257,750,000  shares of NCT common stock at an exercise price
  per  share  equal to the  greater  of (i)  $0.0021  or (ii) the par value of NCT
  common stock on the date of exercise.
  
  The issuance of the note and warrant 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. on December 12, 2005).
  
  10.1(b)        Schedule of Secured  Convertible Note (refinancings after October
                 31, 2005) issued by NCT Group, Inc. to Carole Salkind on February
                 7, 2006.
  
  10.2(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).
  
  10.2(b)        Schedule of Warrant  (refinancings after October 31, 2005) issued
                 by NCT Group, Inc. to Carole Salkind on February 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:  February 13, 2006
  
                                         4