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): July 13, 2005
  
  
                                   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 3.02.  Unregistered Sales of Equity Securities.
  
  On July 13, 2005,  NCT Group,  Inc.  ("NCT")  entered into a second  amended and
  restated private equity credit agreement with Crammer Road LLC ("Crammer Road"),
  a Cayman Islands  limited  liability  company.  The July 13, 2005 private equity
  credit agreement superseded and replaced a private equity credit agreement dated
  September 30, 2004 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 7% 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). Pursuant to a related registration rights agreement,  also executed as of
  July 13, 2005,  NCT is  obligated  to register  for resale  shares of NCT common
  stock sold pursuant to the private equity credit  agreement in an amount no less
  than the  number of shares  for which  puts are made,  but in no event less than
  100% of the minimum commitment amount.
  
  
  Item 9.01.  Financial Statements and Exhibits.
  
  (c) Exhibits
  
  10.1(a)     Second Amended  and Restated  Private Equity Credit Agreement, dated
              as of July 13, 2005, by and between NCT Group, Inc. and Crammer Road
              LLC.
  
  10.2(b)     Registration  Rights  Agreement,  dated as of July 13, 2005, by  and
              between NCT Group, Inc. and Crammer Road LLC.
  
                                         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:    July 14, 2005
  
  
                                         3
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nct8k_peca-071305.txt", "description": "FORM-8K", "secsgml_size_bytes": 4613}]
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": "05953902"}, "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): July 13, 2005
  
                                   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 3.02.  Unregistered Sales of Equity Securities.
  
  On July 13, 2005,  NCT Group,  Inc.  ("NCT")  entered into a second  amended and
  restated private equity credit agreement with Crammer Road LLC ("Crammer Road"),
  a Cayman Islands  limited  liability  company.  The July 13, 2005 private equity
  credit agreement superseded and replaced a private equity credit agreement dated
  September 30, 2004 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 7% 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). Pursuant to a related registration rights agreement,  also executed as of
  July 13, 2005,  NCT is  obligated  to register  for resale  shares of NCT common
  stock sold pursuant to the private equity credit  agreement in an amount no less
  than the  number of shares  for which  puts are made,  but in no event less than
  100% of the minimum commitment amount.
  
  Item 9.01.  Financial Statements and Exhibits.
  
  (c) Exhibits
  
  10.1(a)     Second Amended  and Restated  Private Equity Credit Agreement, dated
              as of July 13, 2005, by and between NCT Group, Inc. and Crammer Road
              LLC.
  
  10.2(b)     Registration  Rights  Agreement,  dated as of July 13, 2005, by  and
              between NCT Group, Inc. and Crammer Road LLC.
  
                                         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:    July 14, 2005
  
                                         3