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 31, 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  31, 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. Also on December 31, 2004, NCT issued Carole Salkind an 8%
  convertible  note in the principal amount of $8,968,594.32 to cure NCT's default
  under notes dated June 28, 2004 and June 30, 2004. The principal  amount of this
  December  31,  2004  note  represents  the  aggregate   principal   rolled  over
  ($7,861,028.67),  default  penalty (10% of the principal in default) and accrued
  interest.  The notes are secured by substantially  all of the assets of NCT. The
  notes mature on June 30, 2005. The notes bear interest at 8% per annum until the
  due date of the notes,  and bear interest at a default rate of 13% on any amount
  of principal or interest that is not paid when due.  Interest is payable on June
  30, 2005.  At the election of Ms.  Salkind,  the notes may be converted  into an
  aggregate of  520,477,462  shares of NCT common stock at a conversion  price per
  share of $0.018 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 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 these  notes,  NCT  issued  Ms.  Salkind
  five-year  warrants to acquire an aggregate of 154,500,000  shares of NCT common
  stock at an exercise price per share of $0.018.
  
  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.
  
  
  Item 9.01   Financial Statements and Exhibits.
  
  (c) Exhibits
  
  4.1       Warrant  dated  December  31,  2004  issued to Carole  Salkind for the
            purchase of 6,750,000  shares of NCT common stock at a purchase  price
            of $0.018 per share.
  
  4.2       Warrant  dated  December  31,  2004  issued to Carole  Salkind for the
            purchase of 147,750,000 shares of NCT common stock at a purchase price
            of $0.018 per share.
  
                                         2
  <PAGE>
  
  
  10.01     Secured  Convertible  Note  in  principal  amount  of  $400,000  dated
            December 31, 2004 issued by NCT to Carole Salkind.
  
  10.02     Secured  Convertible Note in principal  amount of $8,968,594.32  dated
            December 31, 2004 issued by NCT to Carole Salkind.
  
  
                                         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 6, 2005
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-123104.txt", "description": "FORM 8-K", "secsgml_size_bytes": 5975}]
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": "05515984"}, "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 31, 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  31, 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. Also on December 31, 2004, NCT issued Carole Salkind an 8%
  convertible  note in the principal amount of $8,968,594.32 to cure NCT's default
  under notes dated June 28, 2004 and June 30, 2004. The principal  amount of this
  December  31,  2004  note  represents  the  aggregate   principal   rolled  over
  ($7,861,028.67),  default  penalty (10% of the principal in default) and accrued
  interest.  The notes are secured by substantially  all of the assets of NCT. The
  notes mature on June 30, 2005. The notes bear interest at 8% per annum until the
  due date of the notes,  and bear interest at a default rate of 13% on any amount
  of principal or interest that is not paid when due.  Interest is payable on June
  30, 2005.  At the election of Ms.  Salkind,  the notes may be converted  into an
  aggregate of  520,477,462  shares of NCT common stock at a conversion  price per
  share of $0.018 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 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 these  notes,  NCT  issued  Ms.  Salkind
  five-year  warrants to acquire an aggregate of 154,500,000  shares of NCT common
  stock at an exercise price per share of $0.018.
  
  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.
  
  Item 9.01   Financial Statements and Exhibits.
  
  (c) Exhibits
  
  4.1       Warrant  dated  December  31,  2004  issued to Carole  Salkind for the
            purchase of 6,750,000  shares of NCT common stock at a purchase  price
            of $0.018 per share.
  
  4.2       Warrant  dated  December  31,  2004  issued to Carole  Salkind for the
            purchase of 147,750,000 shares of NCT common stock at a purchase price
            of $0.018 per share.
  
                                         2
  10.01     Secured  Convertible  Note  in  principal  amount  of  $400,000  dated
            December 31, 2004 issued by NCT to Carole Salkind.
  
  10.02     Secured  Convertible Note in principal  amount of $8,968,594.32  dated
            December 31, 2004 issued by NCT to Carole Salkind.
  
                                         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 6, 2005
  
                                         4