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): September 14, 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 September 14, 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 March 14, 2005 and may be converted  into
  20 million shares of NCT common stock at a conversion  price per share of $0.020
  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 $0.020.
  
  Also on September 14, 2004, NCT issued Carole Salkind an 8% convertible  note in
  the principal  amount of  $1,351,034.50 to cure NCT's default under demand notes
  dated May 7, 2004,  May 21, 2004 and June 4, 2004.  On September  10, 2004,  Ms.
  Salkind made a demand for payment of these notes.  The principal  amount of this
  September  14,  2004  note  represents  the  aggregate   principal  rolled  over
  ($1,200,000),  default  penalty  (10% of the  principal  in default) and accrued
  interest.  The  note  matures  on  March  14,  2005  and may be  converted  into
  67,551,725  shares of NCT  common  stock at a  conversion  price of  $0.020  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  22,250,000  shares of NCT common stock at an exercise  price
  per share of $0.020.
  
  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:    September 21, 2004
  
  
                                         3
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_salkind-091404.txt", "secsgml_size_bytes": 4779}]
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": "041039006"}, "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): September 14, 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 September 14, 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 March 14, 2005 and may be converted  into
  20 million shares of NCT common stock at a conversion  price per share of $0.020
  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 $0.020.
  
  Also on September 14, 2004, NCT issued Carole Salkind an 8% convertible  note in
  the principal  amount of  $1,351,034.50 to cure NCT's default under demand notes
  dated May 7, 2004,  May 21, 2004 and June 4, 2004.  On September  10, 2004,  Ms.
  Salkind made a demand for payment of these notes.  The principal  amount of this
  September  14,  2004  note  represents  the  aggregate   principal  rolled  over
  ($1,200,000),  default  penalty  (10% of the  principal  in default) and accrued
  interest.  The  note  matures  on  March  14,  2005  and may be  converted  into
  67,551,725  shares of NCT  common  stock at a  conversion  price of  $0.020  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  22,250,000  shares of NCT common stock at an exercise  price
  per share of $0.020.
  
  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:    September 21, 2004
  
                                         3