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): December 22, 2005
  
  
  
                                   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 December  22, 2005,  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.  Also on December  22,  2005,  NCT issued
  Carole Salkind an 8% convertible  note in the principal  amount of $2,077,979.13
  to cure NCT's default under two notes dated June 10, 2005. The principal  amount
  of this note  represents the aggregate  principal  rolled over  ($1,815,534.55),
  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) $0.0037 or (ii) the par value of NCT
  common  stock on the date of  conversion.  At the election of Ms.  Salkind,  the
  $2,077,979.13  note  may be  converted  into  shares  of NCT  common  stock at a
  conversion  price per share  equal to the greater of (i) $0.0039 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)  $0.0037 or (ii) the par
  value of NCT  common  stock on the date of  exercise.  In  conjunction  with the
  issuance of the  $2,077,979.13  note, NCT issued Ms. Salkind a five-year warrant
  to acquire  34,250,000 shares of NCT common stock at an exercise price per share
  equal to the greater of (i) $0.0039 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.
  
  10.1(b)        Schedule  of  Secured  Convertible  Note  (demand)  issued by NCT
                 Group, Inc. to Carole Salkind on December 22, 2005.
  
  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 December
                 22, 2005.
  
  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 December 22, 2005.
  
  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 December 22, 2005.
  
                                         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:  December 29, 2005
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-122205.txt", "description": "FORM 8-K", "secsgml_size_bytes": 7935}]
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": "051291611"}, "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): December 22, 2005
  
                                   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 December  22, 2005,  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.  Also on December  22,  2005,  NCT issued
  Carole Salkind an 8% convertible  note in the principal  amount of $2,077,979.13
  to cure NCT's default under two notes dated June 10, 2005. The principal  amount
  of this note  represents the aggregate  principal  rolled over  ($1,815,534.55),
  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) $0.0037 or (ii) the par value of NCT
  common  stock on the date of  conversion.  At the election of Ms.  Salkind,  the
  $2,077,979.13  note  may be  converted  into  shares  of NCT  common  stock at a
  conversion  price per share  equal to the greater of (i) $0.0039 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)  $0.0037 or (ii) the par
  value of NCT  common  stock on the date of  exercise.  In  conjunction  with the
  issuance of the  $2,077,979.13  note, NCT issued Ms. Salkind a five-year warrant
  to acquire  34,250,000 shares of NCT common stock at an exercise price per share
  equal to the greater of (i) $0.0039 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.
  
  10.1(b)        Schedule  of  Secured  Convertible  Note  (demand)  issued by NCT
                 Group, Inc. to Carole Salkind on December 22, 2005.
  
  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 December
                 22, 2005.
  
  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 December 22, 2005.
  
  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 December 22, 2005.
  
                                         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:  December 29, 2005
  
                                         4