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): May 10, 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 May 10, 2006, NCT Group, Inc. ("NCT") issued Carole Salkind an 8% convertible
  note in the principal amount of $550,000 for which Ms. Salkind paid NCT $300,000
  in cash.  This note is due upon  demand,  but in no event  later than six months
  from the date of issuance. Also on May 10, 2006, NCT issued Carole Salkind an 8%
  convertible  note in the principal amount of $2,230,279.44 to cure NCT's default
  under two notes  dated  October  31,  2005.  The  principal  amount of this note
  represents the aggregate principal rolled over ($1,950,612.05),  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  $550,000  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 $550,000
  note. 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)
  $0.0020 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  $2,230,279.44  note,  NCT issued Ms.
  Salkind  five-year  warrants to acquire an aggregate of 36,750,000 shares of NCT
  common stock at an exercise  price per share equal to the greater of (i) $0.0020
  or (ii) the par value of NCT common stock on the date of exercise.
  
  The issuance of the notes 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 (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 May 10, 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 May 10,
                 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 May 10, 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:    May 16, 2006
  
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-051006.txt", "description": "FORM 8-K", "secsgml_size_bytes": 7093}]
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": "06844482"}, "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): May 10, 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 May 10, 2006, NCT Group, Inc. ("NCT") issued Carole Salkind an 8% convertible
  note in the principal amount of $550,000 for which Ms. Salkind paid NCT $300,000
  in cash.  This note is due upon  demand,  but in no event  later than six months
  from the date of issuance. Also on May 10, 2006, NCT issued Carole Salkind an 8%
  convertible  note in the principal amount of $2,230,279.44 to cure NCT's default
  under two notes  dated  October  31,  2005.  The  principal  amount of this note
  represents the aggregate principal rolled over ($1,950,612.05),  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  $550,000  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 $550,000
  note. 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)
  $0.0020 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  $2,230,279.44  note,  NCT issued Ms.
  Salkind  five-year  warrants to acquire an aggregate of 36,750,000 shares of NCT
  common stock at an exercise  price per share equal to the greater of (i) $0.0020
  or (ii) the par value of NCT common stock on the date of exercise.
  
  The issuance of the notes 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 (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 May 10, 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 May 10,
                 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 May 10, 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:    May 16, 2006
  
                                         4