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 8, 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 3.02.   Unregistered Sales of Equity Securities.
  
  
       On November 8, 2004,  NCT Group,  Inc.  ("NCT") issued Carole Salkind an 8%
  convertible note in the principal amount of $425,000, for which Ms. Salkind paid
  NCT  $425,000  in cash.  The note is due May 8, 2005 and may be  converted  into
  22,368,421  shares of NCT common stock at a conversion price per share of $0.019
  and  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).  In conjunction with this note issuance,  NCT issued
  Ms. Salkind a five-year  warrant to acquire 7,500,000 shares of NCT common stock
  at an exercise price per share of $0.019.  The issuance of these  securities 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.
  
                                         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/  Cy E. Hammond
                                                         -------------------------
                                                         Cy E. Hammond
                                                         Senior Vice President and
                                                         Chief Financial Officer
  
  
  Date:  November 12, 2004
  
  
  
                                         3
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-110804.txt", "description": "FORM-8-K", "secsgml_size_bytes": 3760}]
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": "041139777"}, "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 8, 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 3.02.   Unregistered Sales of Equity Securities.
  
       On November 8, 2004,  NCT Group,  Inc.  ("NCT") issued Carole Salkind an 8%
  convertible note in the principal amount of $425,000, for which Ms. Salkind paid
  NCT  $425,000  in cash.  The note is due May 8, 2005 and may be  converted  into
  22,368,421  shares of NCT common stock at a conversion price per share of $0.019
  and  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).  In conjunction with this note issuance,  NCT issued
  Ms. Salkind a five-year  warrant to acquire 7,500,000 shares of NCT common stock
  at an exercise price per share of $0.019.  The issuance of these  securities 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.
  
                                         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/  Cy E. Hammond
                                                         -------------------------
                                                         Cy E. Hammond
                                                         Senior Vice President and
                                                         Chief Financial Officer
  
  Date:  November 12, 2004
  
                                         3