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 3, 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 8.01.        Other Events.
  
  On December 3, 2004, NCT Group,  Inc. ("NCT") was informed by Carole Salkind,  a
  beneficial  owner of  approximately  85% of the  common  stock of NCT,  that Ms.
  Salkind  entered into a written  agreement with Production  Resource Group,  LLC
  ("PRG"), pursuant to which PRG assigned to Ms. Salkind all of its claims pending
  against NCT and NCT's subsidiaries,  directors and officers  (collectively,  the
  "NCT Parties").
  
  The PRG claims  include those asserted by it in three pending  lawsuits,  two in
  Superior Court of the State of  Connecticut  and one in the Court of Chancery of
  Delaware in and for New Castle County.  In one of the Connecticut  cases,  PRG's
  claims  include  a claim of  collection  on a $2.0  million  Offer  of  Judgment
  previously  accepted by NCT and its subsidiary,  Distributed  Media  Corporation
  ("DMC").  In the Delaware case, PRG sought,  among other things, the appointment
  of a receiver over the business and assets of NCT and DMC. In addition,  NCT has
  previously  agreed to indemnify all of the directors and officers of NCT who are
  defendants in these cases for any  liabilities  arising from the cases.  NCT has
  confirmed  directors  and  officers  insurance  coverage for some but not all of
  those indemnification obligations.
  
  The NCT Parties and Ms. Salkind intend to enter into good faith negotiations to
  settle all of these claims.
  
  
  
  
  
  
  
  
  
  
  <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.
  
  Date:  December 3, 2004
                                            By: /s/ Michael J. Parrella
                                                -----------------------
                                                Michael J. Parrella
                                                Chief Executive Officer and
                                                Chairman of the Board of Directors
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-120304.txt", "description": "FORM 8-K", "secsgml_size_bytes": 4050}]
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": "041184757"}, "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 3, 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 8.01.        Other Events.
  
  On December 3, 2004, NCT Group,  Inc. ("NCT") was informed by Carole Salkind,  a
  beneficial  owner of  approximately  85% of the  common  stock of NCT,  that Ms.
  Salkind  entered into a written  agreement with Production  Resource Group,  LLC
  ("PRG"), pursuant to which PRG assigned to Ms. Salkind all of its claims pending
  against NCT and NCT's subsidiaries,  directors and officers  (collectively,  the
  "NCT Parties").
  
  The PRG claims  include those asserted by it in three pending  lawsuits,  two in
  Superior Court of the State of  Connecticut  and one in the Court of Chancery of
  Delaware in and for New Castle County.  In one of the Connecticut  cases,  PRG's
  claims  include  a claim of  collection  on a $2.0  million  Offer  of  Judgment
  previously  accepted by NCT and its subsidiary,  Distributed  Media  Corporation
  ("DMC").  In the Delaware case, PRG sought,  among other things, the appointment
  of a receiver over the business and assets of NCT and DMC. In addition,  NCT has
  previously  agreed to indemnify all of the directors and officers of NCT who are
  defendants in these cases for any  liabilities  arising from the cases.  NCT has
  confirmed  directors  and  officers  insurance  coverage for some but not all of
  those indemnification obligations.
  
  The NCT Parties and Ms. Salkind intend to enter into good faith negotiations to
  settle all of these claims.
  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.
  
  Date:  December 3, 2004
                                            By: /s/ Michael J. Parrella
                                                -----------------------
                                                Michael J. Parrella
                                                Chief Executive Officer and
                                                Chairman of the Board of Directors