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 30, 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 30, 2004, NCT Group,  Inc. ("NCT") entered into an amended and
  restated private equity credit agreement with Crammer Road LLC ("Crammer Road"),
  a Cayman  Islands  limited  liability  company.  The  September 30, 2004 private
  equity  credit  agreement  superseded  and  replaced  a  private  equity  credit
  agreement  dated July 25, 2002 between NCT and Crammer  Road.  The new agreement
  permits  NCT to sell to  Crammer  Road  shares  of NCT  common  stock  having an
  aggregate  value  of up to $50  million  (the  maximum  commitment  amount),  in
  exchange for cash,  pursuant to puts made by NCT. The agreement  requires NCT to
  sell to Crammer  Road at least an  aggregate  of $5 million of NCT common  stock
  (the minimum commitment  amount),  in exchange for cash. All sales of NCT common
  stock to Crammer Road  pursuant to the  agreement  will be at a 9% discount from
  the  market  price of NCT common  stock  (defined  as the  average of the lowest
  closing  bid  price for any three  trading  days  during  the ten  trading  days
  immediately  following  the put date).  NCT is  obligated to register for resale
  shares of NCT common stock sold  pursuant to the  agreement in an amount no less
  than the  number of shares  for which  puts are made,  but in no event less than
  150% of the  minimum  commitment  amount.  In  order  for NCT to be able to sell
  shares to Crammer Road pursuant to the  agreement,  NCT must obtain  stockholder
  approval of an amendment to its Second Restated  Certificate of Incorporation to
  sufficiently  increase the number of  authorized  shares of NCT common stock and
  must  establish  and  maintain  an  effective  registration  statement  with the
  Securities  and  Exchange  Commission  to permit  the  resale of shares  sold to
  Crammer Road pursuant to the agreement.
  
  <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:  October 6, 2004
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct-8k_peck093004.txt", "secsgml_size_bytes": 4584}]
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": "041068514"}, "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 30, 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 30, 2004, NCT Group,  Inc. ("NCT") entered into an amended and
  restated private equity credit agreement with Crammer Road LLC ("Crammer Road"),
  a Cayman  Islands  limited  liability  company.  The  September 30, 2004 private
  equity  credit  agreement  superseded  and  replaced  a  private  equity  credit
  agreement  dated July 25, 2002 between NCT and Crammer  Road.  The new agreement
  permits  NCT to sell to  Crammer  Road  shares  of NCT  common  stock  having an
  aggregate  value  of up to $50  million  (the  maximum  commitment  amount),  in
  exchange for cash,  pursuant to puts made by NCT. The agreement  requires NCT to
  sell to Crammer  Road at least an  aggregate  of $5 million of NCT common  stock
  (the minimum commitment  amount),  in exchange for cash. All sales of NCT common
  stock to Crammer Road  pursuant to the  agreement  will be at a 9% discount from
  the  market  price of NCT common  stock  (defined  as the  average of the lowest
  closing  bid  price for any three  trading  days  during  the ten  trading  days
  immediately  following  the put date).  NCT is  obligated to register for resale
  shares of NCT common stock sold  pursuant to the  agreement in an amount no less
  than the  number of shares  for which  puts are made,  but in no event less than
  150% of the  minimum  commitment  amount.  In  order  for NCT to be able to sell
  shares to Crammer Road pursuant to the  agreement,  NCT must obtain  stockholder
  approval of an amendment to its Second Restated  Certificate of Incorporation to
  sufficiently  increase the number of  authorized  shares of NCT common stock and
  must  establish  and  maintain  an  effective  registration  statement  with the
  Securities  and  Exchange  Commission  to permit  the  resale of shares  sold to
  Crammer Road pursuant to the agreement.
  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:  October 6, 2004