content: 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 18, 2000
          -----------------------------------------------------------------
  
                                   NCT Group, Inc.
                     -------------------------------------------
  
                 (Exact name of Registrant as specified in Charter)
  
  
          Delaware                       0-18267                      59-2501025
  ----------------------             ---------------                --------------
  (State or other juris-               (Commission                  (IRS Employer
  diction of incorporation)            File Number)                 Identification
                                                                        Number)
  
  
  20 Ketchum Street, Westport, Connecticut                               06880
  ----------------------------------------                           -------------
  (Address of principal executive offices)                             (Zip Code)
  
  Registrant's telephone number including area code:               (203) 226-4447
  
  
                                        None
            (Former name or former address, if changes since last report)
  
  
  
  <PAGE>
  
  
  
  
  ITEM 2.    ACQUISITION OR DISPOSITION OF ASSETS.
  
  On August 18, 2000, NCT Group, Inc. (the "Company")  acquired 100% of the common
  stock of Theater Radio Network,  Inc. in exchange for 7,405,214 shares of common
  stock of the Company. Please refer to the full text of the August 23, 2000 press
  release which is included herewith as Exhibit 99 (a).
  
  
  ITEM 7.    EXHIBITS.
  
  Exhibit No.           Description                                         Page
   99                   Press Release of August 23, 2000                     4
  
  
  
  <PAGE>
  
  
  
                                      SIGNATURE
  
  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:   September 5, 2000
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "TRN", "secsgml_size_bytes": 2780}]
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": "716719"}, "business-address": {"street1": "1025 WEST NURSERY RD", "street2": "STE 120", "city": "LINTHICUM", "state": "NY", "zip": "21090", "phone": "4106368700"}, "mail-address": {"street1": "1025 WEST NURSERY RD", "street2": "STE 120", "city": "LINTHICUM", "state": "MD", "zip": "21090"}, "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: 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 18, 2000
          -----------------------------------------------------------------
  
                                   NCT Group, Inc.
                     -------------------------------------------
  
                 (Exact name of Registrant as specified in Charter)
  
          Delaware                       0-18267                      59-2501025
  ----------------------             ---------------                --------------
  (State or other juris-               (Commission                  (IRS Employer
  diction of incorporation)            File Number)                 Identification
                                                                        Number)
  
  20 Ketchum Street, Westport, Connecticut                               06880
  ----------------------------------------                           -------------
  (Address of principal executive offices)                             (Zip Code)
  
  Registrant's telephone number including area code:               (203) 226-4447
  
                                        None
            (Former name or former address, if changes since last report)
  ITEM 2.    ACQUISITION OR DISPOSITION OF ASSETS.
  
  On August 18, 2000, NCT Group, Inc. (the "Company")  acquired 100% of the common
  stock of Theater Radio Network,  Inc. in exchange for 7,405,214 shares of common
  stock of the Company. Please refer to the full text of the August 23, 2000 press
  release which is included herewith as Exhibit 99 (a).
  
  ITEM 7.    EXHIBITS.
  
  Exhibit No.           Description                                         Page
   99                   Press Release of August 23, 2000                     4
  SIGNATURE
  
  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:   September 5, 2000