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 23, 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  23, 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.  The note is due May 23, 2005 and may be  converted  into
  22,222,222  shares of NCT common stock at a conversion price per share of $0.018
  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 6,750,000 shares of NCT common stock
  at an exercise price per share of $0.018.
  
  Also on November 23, 2004, NCT issued Carole  Salkind an 8% convertible  note in
  the principal  amount of  $479,900.82  to cure NCT's default under a demand note
  dated  December 15, 2003.  The  principal  amount of this November 23, 2004 note
  represents  the  $400,000  principal  rolled over,  default  penalty (10% of the
  principal in default) and accrued interest. The note matures on May 23, 2005 and
  may be  converted  into  25,257,938  shares of NCT common  stock at a conversion
  price of $0.019 and  exchanged  for shares of common stock of any  subsidiary of
  NCT (except Pro Tech) 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  8,000,000 shares of NCT common stock at
  an exercise price per share of $0.019.
  
  The issuances of these  securities were 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.
                                                     Registrant
  
  
                                                     By: /s/ Cy E. Hammond
                                                         -------------------------
                                                         Cy E. Hammond
                                                         Senior Vice President and
                                                         Chief Financial Officer
  
  
  Date:  November 30, 2004
  
  
  
                                         3
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-112304.txt", "description": "FORM 8-K", "secsgml_size_bytes": 4637}]
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": "041174518"}, "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 23, 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  23, 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.  The note is due May 23, 2005 and may be  converted  into
  22,222,222  shares of NCT common stock at a conversion price per share of $0.018
  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 6,750,000 shares of NCT common stock
  at an exercise price per share of $0.018.
  
  Also on November 23, 2004, NCT issued Carole  Salkind an 8% convertible  note in
  the principal  amount of  $479,900.82  to cure NCT's default under a demand note
  dated  December 15, 2003.  The  principal  amount of this November 23, 2004 note
  represents  the  $400,000  principal  rolled over,  default  penalty (10% of the
  principal in default) and accrued interest. The note matures on May 23, 2005 and
  may be  converted  into  25,257,938  shares of NCT common  stock at a conversion
  price of $0.019 and  exchanged  for shares of common stock of any  subsidiary of
  NCT (except Pro Tech) 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  8,000,000 shares of NCT common stock at
  an exercise price per share of $0.019.
  
  The issuances of these  securities were 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.
                                                     Registrant
  
                                                     By: /s/ Cy E. Hammond
                                                         -------------------------
                                                         Cy E. Hammond
                                                         Senior Vice President and
                                                         Chief Financial Officer
  
  Date:  November 30, 2004
  
                                         3