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): November 15, 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, Connecticut                            06880
  ----------------------------------------                     -------------------
  (Address of principal executive offices)                         (Zip Code)
  
  
  Registrant's telephone number including area code:              (203) 226-4447
  
  (Former name or former address if changed since last report)          N/A
  
  
  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 (see General Instruction A.2 below):
  
  |_|  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>
  
  
  The  information in this Report,  including the exhibit,  is provided under Item
  2.02 of Form 8-K and, pursuant to General Instruction B.2. thereunder, shall not
  be deemed "filed" for the purposes of Section 18 of the Securities  Exchange Act
  of 1934, as amended,  or otherwise  subject to the  liabilities of that section.
  Furthermore, the information in this Report, including the exhibit, shall not be
  deemed to be incorporated by reference into the filings of the registrant  under
  the Securities Act of 1933, as amended.
  
  
  Item 2.02.    Results of Operations and Financial Condition.
  
       On November 15, 2004, NCT Group, Inc. issued a press release announcing its
  financial results for the fiscal quarter ended September 30, 2004. A copy of the
  press release is furnished as Exhibit 99(a) to this Report.
  
  
  Item 9.01.    Financial Statements and Exhibits.
  
  (c)  Exhibits. The following exhibit is furnished as part of this Report:
  
  99(a) Text of Press Release issued by NCT Group, Inc., dated November 15, 2004
  
                                         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 thereunto duly authorized.
  
  
                                                    NCT GROUP, INC.
  
  
                                                    By:  /s/  Cy E. Hammond
                                                         -------------------------
                                                         Cy E. Hammond
                                                         Senior Vice President and
                                                         Chief Financial Officer
  
  
  Date:  November 16, 2004
  
                                         3
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  
  Exhibit No.                     Description of Exhibit
  -----------                     ----------------------
  
  99(a)                 Text of Press Release  issued by NCT Group,  Inc.,  dated
                        November 15, 2004
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_financials-093004.txt", "description": "FORM-8K", "secsgml_size_bytes": 4129}]
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": "041149868"}, "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): November 15, 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, Connecticut                            06880
  ----------------------------------------                     -------------------
  (Address of principal executive offices)                         (Zip Code)
  
  Registrant's telephone number including area code:              (203) 226-4447
  
  (Former name or former address if changed since last report)          N/A
  
  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 (see General Instruction A.2 below):
  
  |_|  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))
  The  information in this Report,  including the exhibit,  is provided under Item
  2.02 of Form 8-K and, pursuant to General Instruction B.2. thereunder, shall not
  be deemed "filed" for the purposes of Section 18 of the Securities  Exchange Act
  of 1934, as amended,  or otherwise  subject to the  liabilities of that section.
  Furthermore, the information in this Report, including the exhibit, shall not be
  deemed to be incorporated by reference into the filings of the registrant  under
  the Securities Act of 1933, as amended.
  
  Item 2.02.    Results of Operations and Financial Condition.
  
       On November 15, 2004, NCT Group, Inc. issued a press release announcing its
  financial results for the fiscal quarter ended September 30, 2004. A copy of the
  press release is furnished as Exhibit 99(a) to this Report.
  
  Item 9.01.    Financial Statements and Exhibits.
  
  (c)  Exhibits. The following exhibit is furnished as part of this Report:
  
  99(a) Text of Press Release issued by NCT Group, Inc., dated November 15, 2004
  
                                         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 thereunto duly authorized.
  
                                                    NCT GROUP, INC.
  
                                                    By:  /s/  Cy E. Hammond
                                                         -------------------------
                                                         Cy E. Hammond
                                                         Senior Vice President and
                                                         Chief Financial Officer
  
  Date:  November 16, 2004
  
                                         3
  EXHIBIT INDEX
  
  Exhibit No.                     Description of Exhibit
  -----------                     ----------------------
  
  99(a)                 Text of Press Release  issued by NCT Group,  Inc.,  dated
                        November 15, 2004
  
                                         4