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 22, 2004
  
  
                                   NCT Group, Inc.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
                                   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 1.01      Entry into a Material Definitive Agreement.
  
  Item 2.03.     Creation of a Direct Financial  Obligation or an Obligation under
                 an Off-Balance Sheet Arrangement of a Registrant.
  
  Item 3.02.     Unregistered Sales of Equity Securities.
  
  
  On December  22, 2004,  NCT Group,  Inc.  ("NCT")  issued  Carole  Salkind an 8%
  convertible note in the principal amount of $13,933,584.56 to cure NCT's default
  under three notes  dated June 15,  2004 and two notes dated June 16,  2004.  The
  principal  amount of this  December  22,  2004  note  represents  the  aggregate
  principal rolled over ($12,193,812.57), default penalty (10% of the principal in
  default) and accrued  interest.  The note is secured by substantially all of the
  assets of NCT. The note matures on June 22, 2005.  The note bears interest at 8%
  per annum until the due date of the note,  and bears  interest at a default rate
  of 13% on any  amount  of  principal  or  interest  that is not paid  when  due.
  Interest is payable on June 22, 2005. At the election of Ms.  Salkind,  the note
  may be  converted  into  839,372,564  shares of NCT common stock at a conversion
  price  per share of  $0.0166  or  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).  The note contains
  events of default, any one of which (if not cured) triggers a default penalty of
  10% of the then outstanding principal. If triggered,  the default penalty, along
  with the outstanding principal and accrued interest, becomes immediately due and
  payable.  Events of default  include the failure to pay  principal  and interest
  when due and the  failure  to issue  shares of common  stock  upon  exercise  of
  conversion rights.
  
  In  conjunction  with this note  issuance,  NCT issued Ms.  Salkind a  five-year
  warrant to acquire  229,500,000  shares of NCT common stock at an exercise price
  per share of $0.0166.
  
  The issuance of the note and warrant 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.
  
  
  Item 9.01      Financial Statements and Exhibits.
  
  (c) Exhibits
  
  4.1       Warrant  dated  December  22,  2004  issued to Carole  Salkind for the
            purchase of 229,500,000 shares of NCT common stock at a purchase price
            of $0.0166 per share.
  
  10.01     Secured  Convertible Note in principal amount of $13,933,584.56  dated
            December 22, 2004 issued by NCT to Carole Salkind.
  
                                         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:    December 23, 2004
  
                                         3
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind122204.txt", "description": "FORM 8-K", "secsgml_size_bytes": 5619}]
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": "041224296"}, "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 22, 2004
  
                                   NCT Group, Inc.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
                                   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 1.01      Entry into a Material Definitive Agreement.
  
  Item 2.03.     Creation of a Direct Financial  Obligation or an Obligation under
                 an Off-Balance Sheet Arrangement of a Registrant.
  
  Item 3.02.     Unregistered Sales of Equity Securities.
  
  On December  22, 2004,  NCT Group,  Inc.  ("NCT")  issued  Carole  Salkind an 8%
  convertible note in the principal amount of $13,933,584.56 to cure NCT's default
  under three notes  dated June 15,  2004 and two notes dated June 16,  2004.  The
  principal  amount of this  December  22,  2004  note  represents  the  aggregate
  principal rolled over ($12,193,812.57), default penalty (10% of the principal in
  default) and accrued  interest.  The note is secured by substantially all of the
  assets of NCT. The note matures on June 22, 2005.  The note bears interest at 8%
  per annum until the due date of the note,  and bears  interest at a default rate
  of 13% on any  amount  of  principal  or  interest  that is not paid  when  due.
  Interest is payable on June 22, 2005. At the election of Ms.  Salkind,  the note
  may be  converted  into  839,372,564  shares of NCT common stock at a conversion
  price  per share of  $0.0166  or  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).  The note contains
  events of default, any one of which (if not cured) triggers a default penalty of
  10% of the then outstanding principal. If triggered,  the default penalty, along
  with the outstanding principal and accrued interest, becomes immediately due and
  payable.  Events of default  include the failure to pay  principal  and interest
  when due and the  failure  to issue  shares of common  stock  upon  exercise  of
  conversion rights.
  
  In  conjunction  with this note  issuance,  NCT issued Ms.  Salkind a  five-year
  warrant to acquire  229,500,000  shares of NCT common stock at an exercise price
  per share of $0.0166.
  
  The issuance of the note and warrant 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.
  
  Item 9.01      Financial Statements and Exhibits.
  
  (c) Exhibits
  
  4.1       Warrant  dated  December  22,  2004  issued to Carole  Salkind for the
            purchase of 229,500,000 shares of NCT common stock at a purchase price
            of $0.0166 per share.
  
  10.01     Secured  Convertible Note in principal amount of $13,933,584.56  dated
            December 22, 2004 issued by NCT to Carole Salkind.
  
                                         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:    December 23, 2004
  
                                         3