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): August 17, 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, Connecticut                              06880
  ----------------------------------------                         ---------------
  (Address of principal executive offices)                            (Zip Code)
  
  
  Registrant's telephone number including area code:               (203) 226-4447
  
  <PAGE>
  
  
  The information in this Report, including the exhibit, is provided under Item 12
  of Form 8-K and, pursuant to General Instruction B.6.  thereunder,  shall not be
  deemed "filed" for the purposes of Section 18 of the Securities  Exchange Act of
  1934,  as amended,  or otherwise  subject to the  liabilities  of that  section.
  Furthermore,  the information in this Report, including the exhibit shall not be
  deemed to be incorporated by reference into the filings of the registrant  under
  the Securities Act of 1933, as amended.
  
  
  Item 7.   Financial Statements and Exhibits.
  
  (c) Exhibits.  The following exhibit is furnished as part of this Report:
  
  99(a)     Text of Press Release issued by NCT Group, Inc., dated August 17, 2004
  
  
  Item 12.  Results of Operations and Financial Condition.
  
       On August 17, 2004, NCT Group,  Inc. issued a press release  announcing its
  financial  results for the fiscal  quarter  ended June 30,  2004.  A copy of the
  press release is furnished as Exhibit 99(a) to this Report.
  
  <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 thereunto duly authorized.
  
  
                                                     NCT GROUP, INC.
                                                     Registrant
  
  
                                                     By:  /s/ Cy E. Hammond
                                                         -------------------------
                                                         Cy E. Hammond
                                                         Senior Vice President and
                                                         Chief Financial Officer
  
  
  Date:       August 18, 2004
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  
  Exhibit No.    Description of Exhibit
  
  99(a)          Text of Press Release issued by NCT Group, Inc., dated August 17,
                 2004
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_financials-063004.txt", "description": "FORM 8-K", "secsgml_size_bytes": 3235}]
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": "04984225"}, "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): August 17, 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, Connecticut                              06880
  ----------------------------------------                         ---------------
  (Address of principal executive offices)                            (Zip Code)
  
  Registrant's telephone number including area code:               (203) 226-4447
  The information in this Report, including the exhibit, is provided under Item 12
  of Form 8-K and, pursuant to General Instruction B.6.  thereunder,  shall not be
  deemed "filed" for the purposes of Section 18 of the Securities  Exchange Act of
  1934,  as amended,  or otherwise  subject to the  liabilities  of that  section.
  Furthermore,  the information in this Report, including the exhibit shall not be
  deemed to be incorporated by reference into the filings of the registrant  under
  the Securities Act of 1933, as amended.
  
  Item 7.   Financial Statements and Exhibits.
  
  (c) Exhibits.  The following exhibit is furnished as part of this Report:
  
  99(a)     Text of Press Release issued by NCT Group, Inc., dated August 17, 2004
  
  Item 12.  Results of Operations and Financial Condition.
  
       On August 17, 2004, NCT Group,  Inc. issued a press release  announcing its
  financial  results for the fiscal  quarter  ended June 30,  2004.  A copy of the
  press release is furnished as Exhibit 99(a) to this Report.
  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 thereunto duly authorized.
  
                                                     NCT GROUP, INC.
                                                     Registrant
  
                                                     By:  /s/ Cy E. Hammond
                                                         -------------------------
                                                         Cy E. Hammond
                                                         Senior Vice President and
                                                         Chief Financial Officer
  
  Date:       August 18, 2004
  EXHIBIT INDEX
  
  Exhibit No.    Description of Exhibit
  
  99(a)          Text of Press Release issued by NCT Group, Inc., dated August 17,
                 2004