content: 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 12, 2002
  --------------------------------------------------------------------------------
  
                                   NCT Group, Inc.
  --------------------------------------------------------------------------------
                 (Exact name of Registrant as specified in Charter)
  
  
        Delaware                         0-18267                   59-2501025
  ------------------                  ---------------           --------------
  (State or other juris-              (Commission                (IRS Employer
  diction of incorporation)           File Number)          Identification Number)
  
  
  20 Ketchum Street, Westport, Connecticut                              06880
  ----------------------------------------                          -------------
  (Address of principal executive offices)                          (Zip Code)
  
  Registrant's telephone number including area code:               (203) 226-4447
  
  
  
  
  <PAGE>
  
  
  
  Item 4.           Changes in Registrant's Certifying Accountant.
                    ----------------------------------------------
  
       On February  12,  2002,  the Company  notified  its  principal  independent
  accountant,  Goldstein  Golub Kessler LLP ("GGK") that the auditing  services of
  GGK  would  no  longer  be  required.   GGK's  dismissal  was  approved  by  the
  registrant's  Board of Directors.  GGK  originally was selected as the Company's
  independent  accountant  in  July  2000  to  audit  the  Company's  consolidated
  financial statements as of and for the year ended December 31, 2000.
  
       During the Company's  fiscal year ended  December 31, 2001,  and during the
  interim period preceding its dismissal as the Company's independent  accountant,
  there were no disagreements with GGK on any matters of accounting  principles or
  practices, financial statement disclosure, or auditing scope or procedure, which
  disagreement(s),  if not resolved to the  satisfaction of GGK, would have caused
  it to make reference to the subject matter of the  disagreement(s) in connection
  with its  report.  The  report of GGK,  dated  April 9, 2001,  on the  Company's
  consolidated financial statements as of and for the year ended December 31, 2000
  included in the Company's  2000 Annual  Report on Form 10-K,  did not contain an
  adverse  opinion  and was  not  qualified  or  modified  as to  audit  scope  or
  accounting principles. A letter from GGK is attached as Exhibit 16 hereto.
  
       On February 12, 2002, the Company engaged the accounting firm of Richard A.
  Eisner & Company, LLP ("RAE") as principal  independent  accountant to audit the
  consolidated  financial  statements  of the  Company  for the fiscal year ending
  December 31, 2001. The engagement  was authorized by the  registrant's  Board of
  Directors.  During the fiscal year ended  December 31, 2001,  and the subsequent
  period, neither the Company nor any person on the Company's behalf consulted RAE
  regarding  either  the  application  of  accounting  principles  to a  specified
  transaction,  either  completed or proposed,  or the type of audit  opinion that
  might be rendered on the Company's consolidated financial statements, except for
  consultations  regarding the Company's responses to comments from the Securities
  and Exchange  Commission ("SEC") with respect to the December 31, 1999 financial
  statements audited by RAE included in prior filings with the SEC.
  
  Item 7.           Exhibits
  
  Exhibit No.             Description                   Sequential Page No.
  -----------             -----------                   -------------------
  
  16                Letter of Goldstein Golub Kessler LLP             4
                    re dismissal of certifying accountant
  
  
  <PAGE>
  
  
                                      SIGNATURE
  
       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 thereunto duly authorized.
  
  
                                            NCT GROUP, INC.
                                            Registrant
  
  
  
                                            By:/s/CY E. HAMMOND
                                                  ---------------------------
                                                  Cy E. Hammond
                                                  Senior Vice President and
                                                  Chief Financial Officer
  
  
  Date: February 14, 2002
  
  
  <PAGE>
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "form8k.txt", "description": "FORM 8K AUDITORS", "secsgml_size_bytes": 4812}]
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": "02548941"}, "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": "ION TECHNOLOGIES INC/NV", "date-changed": "19850512"}, {"former-conformed-name": "PRETORIA TECHNOLOGY INC", "date-changed": "19840404"}, {"former-conformed-name": "NOISE CANCELLATION TECHNOLOGIES INC", "date-changed": "19920703"}]}
text: 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 12, 2002
  --------------------------------------------------------------------------------
  
                                   NCT Group, Inc.
  --------------------------------------------------------------------------------
                 (Exact name of Registrant as specified in Charter)
  
        Delaware                         0-18267                   59-2501025
  ------------------                  ---------------           --------------
  (State or other juris-              (Commission                (IRS Employer
  diction of incorporation)           File Number)          Identification Number)
  
  20 Ketchum Street, Westport, Connecticut                              06880
  ----------------------------------------                          -------------
  (Address of principal executive offices)                          (Zip Code)
  
  Registrant's telephone number including area code:               (203) 226-4447
  Item 4.           Changes in Registrant's Certifying Accountant.
                    ----------------------------------------------
  
       On February  12,  2002,  the Company  notified  its  principal  independent
  accountant,  Goldstein  Golub Kessler LLP ("GGK") that the auditing  services of
  GGK  would  no  longer  be  required.   GGK's  dismissal  was  approved  by  the
  registrant's  Board of Directors.  GGK  originally was selected as the Company's
  independent  accountant  in  July  2000  to  audit  the  Company's  consolidated
  financial statements as of and for the year ended December 31, 2000.
  
       During the Company's  fiscal year ended  December 31, 2001,  and during the
  interim period preceding its dismissal as the Company's independent  accountant,
  there were no disagreements with GGK on any matters of accounting  principles or
  practices, financial statement disclosure, or auditing scope or procedure, which
  disagreement(s),  if not resolved to the  satisfaction of GGK, would have caused
  it to make reference to the subject matter of the  disagreement(s) in connection
  with its  report.  The  report of GGK,  dated  April 9, 2001,  on the  Company's
  consolidated financial statements as of and for the year ended December 31, 2000
  included in the Company's  2000 Annual  Report on Form 10-K,  did not contain an
  adverse  opinion  and was  not  qualified  or  modified  as to  audit  scope  or
  accounting principles. A letter from GGK is attached as Exhibit 16 hereto.
  
       On February 12, 2002, the Company engaged the accounting firm of Richard A.
  Eisner & Company, LLP ("RAE") as principal  independent  accountant to audit the
  consolidated  financial  statements  of the  Company  for the fiscal year ending
  December 31, 2001. The engagement  was authorized by the  registrant's  Board of
  Directors.  During the fiscal year ended  December 31, 2001,  and the subsequent
  period, neither the Company nor any person on the Company's behalf consulted RAE
  regarding  either  the  application  of  accounting  principles  to a  specified
  transaction,  either  completed or proposed,  or the type of audit  opinion that
  might be rendered on the Company's consolidated financial statements, except for
  consultations  regarding the Company's responses to comments from the Securities
  and Exchange  Commission ("SEC") with respect to the December 31, 1999 financial
  statements audited by RAE included in prior filings with the SEC.
  
  Item 7.           Exhibits
  
  Exhibit No.             Description                   Sequential Page No.
  -----------             -----------                   -------------------
  
  16                Letter of Goldstein Golub Kessler LLP             4
                    re dismissal of certifying accountant
  SIGNATURE
  
       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 thereunto duly authorized.
  
                                            NCT GROUP, INC.
                                            Registrant
  
                                            By:/s/CY E. HAMMOND
                                                  ---------------------------
                                                  Cy E. Hammond
                                                  Senior Vice President and
                                                  Chief Financial Officer
  
  Date: February 14, 2002