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): October 21, 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 October 21, 2004,  NCT Group,  Inc.  ("NCT") issued Carole Salkind an 8%
  convertible  note in the principal  amount of  $479,392.54 to cure NCT's default
  under a demand note dated June 16, 2004. On October 19, 2004, Ms. Salkind made a
  demand for  payment of the note.  The  principal  amount of the October 21, 2004
  note represents the principal  rolled over  ($425,000),  default penalty (10% of
  the principal in default) and accrued  interest.  The note is due April 21, 2005
  and may be converted into 25,231,186  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
  8,000,000  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:  October 27, 2004
  
  
                                         3
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-102104.txt", "description": "FORM 8-K", "secsgml_size_bytes": 4030}]
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": "041099781"}, "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): October 21, 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 October 21, 2004,  NCT Group,  Inc.  ("NCT") issued Carole Salkind an 8%
  convertible  note in the principal  amount of  $479,392.54 to cure NCT's default
  under a demand note dated June 16, 2004. On October 19, 2004, Ms. Salkind made a
  demand for  payment of the note.  The  principal  amount of the October 21, 2004
  note represents the principal  rolled over  ($425,000),  default penalty (10% of
  the principal in default) and accrued  interest.  The note is due April 21, 2005
  and may be converted into 25,231,186  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
  8,000,000  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:  October 27, 2004
  
                                         3