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 2, 2004
  
  
                                   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  2, 2004,  NCT Group,  Inc.  ("NCT")  issued  Carole  Salkind an 8%
  convertible note in the principal amount of $400,000, for which Ms. Salkind paid
  NCT $400,000 in cash. The note is secured by substantially  all of the assets of
  NCT. The note matures on June 2, 2005.  The note bears  interest at 8% per annum
  until the due date of the note,  and bears  interest at a default rate of 13% on
  any amount of principal  or interest  that is not paid when due. At the election
  of Ms. Salkind,  the note may be converted into 23,529,412  shares of NCT common
  stock at a  conversion  price per share of $0.017  or  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 this note  issuance,  NCT issued Ms.  Salkind a  five-year
  warrant to acquire 8,250,000 shares of NCT common stock at an exercise price per
  share of $0.017.
  
  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.
  
  Item 9.01    Financial Statements and Exhibits.
  
  (c) Exhibits
  
  4.1    Warrant dated December 2, 2004 issued to  Carole Salkind for the purchase
         of 8,250,000 shares of NCT common stock at a purchase price of $0.017 per
         share.
  
  10.01  Secured  Convertible  Note in principal amount of $400,000 dated December
         2, 2004 issued by NCT to Carole Salkind.
  
                                         2
  <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/ Michael J. Parrella
                                                ----------------------------------
                                                Michael J. Parrella
                                                Chief Executive Officer and
                                                Chairman of the Board of Directors
  
  Date:    December 8, 2004
  
                                         3
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-120204.txt", "description": "FORM 8-K", "secsgml_size_bytes": 5045}]
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": "041191150"}, "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 2, 2004
  
                                   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  2, 2004,  NCT Group,  Inc.  ("NCT")  issued  Carole  Salkind an 8%
  convertible note in the principal amount of $400,000, for which Ms. Salkind paid
  NCT $400,000 in cash. The note is secured by substantially  all of the assets of
  NCT. The note matures on June 2, 2005.  The note bears  interest at 8% per annum
  until the due date of the note,  and bears  interest at a default rate of 13% on
  any amount of principal  or interest  that is not paid when due. At the election
  of Ms. Salkind,  the note may be converted into 23,529,412  shares of NCT common
  stock at a  conversion  price per share of $0.017  or  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 this note  issuance,  NCT issued Ms.  Salkind a  five-year
  warrant to acquire 8,250,000 shares of NCT common stock at an exercise price per
  share of $0.017.
  
  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.
  
  Item 9.01    Financial Statements and Exhibits.
  
  (c) Exhibits
  
  4.1    Warrant dated December 2, 2004 issued to  Carole Salkind for the purchase
         of 8,250,000 shares of NCT common stock at a purchase price of $0.017 per
         share.
  
  10.01  Secured  Convertible  Note in principal amount of $400,000 dated December
         2, 2004 issued by NCT to Carole Salkind.
  
                                         2
  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/ Michael J. Parrella
                                                ----------------------------------
                                                Michael J. Parrella
                                                Chief Executive Officer and
                                                Chairman of the Board of Directors
  
  Date:    December 8, 2004
  
                                         3