UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006

[_]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE
      TRANSITION PERIOD FROM __________ TO __________
      COMMISSION FILE NUMBER ________________________

                                 ROO Group, Inc.
                                 ---------------
        (Exact name of small business issuer as specified in its charter)

           Delaware                                     11-3447894
           --------                                     ----------
(State or other jurisdiction of              (IRS Employer Identification No.)
incorporation or organization)


                228 East 45th Street 8th Floor New York, NY 10017
                -------------------------------------------------
                    (Address of principal executive offices)

                                 (212) 661-4111
                                 --------------
                           (Issuer's telephone number)

                                 WITH COPIES TO:

                            Richard A. Friedman, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                                 (212) 930-9700

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [_]

         Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes [_] No [X]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: As of May 12, 2006, the
issuer had 13,176,436 outstanding shares of Common Stock.

         Transitional Small Business Disclosure Format (check one):
Yes [_]  No [X]


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                              Page
                         PART I - FINANCIAL INFORMATION
<S>                   <C>                                                                                 <C>
        Item 1.       Financial Statements
                               Consolidated Balance Sheet................................................      1
                               Consolidated Statements of Operations and Comprehensive Income (Loss).....      2
                               Consolidated Statements of Cash Flows.....................................      3
                               Notes to Consolidated Financial Statements................................      4
        Item 2.       Management's Discussion and Analysis or Plan of Operation..........................      8
        Item 3.       Controls and Procedures............................................................      13

                           PART II - OTHER INFORMATION

        Item 1.       Legal Proceedings..................................................................      13
        Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds........................      13
        Item 3.       Defaults Upon Senior Securities....................................................      14
        Item 4.       Submission of Matters to a Vote of Security Holders................................      14
        Item 5.       Other Information..................................................................      14
        Item 6.       Exhibits...........................................................................      14

        SIGNATURES.......................................................................................      16
</TABLE>

<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

ROO GROUP, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2006
--------------------------------------------------------------------------------
(Amounts in Thousands, Except Share and Per Share Data)
(Unaudited)

<TABLE>
<CAPTION>
Assets:
Current assets:
<S>                                                                      <C>
   Cash and cash equivalents                                             $  3,306
   Accounts receivable, net                                                 1,671
   Other current assets                                                       747
                                                                         --------

   Total current assets                                                     5,724
                                                                         --------


Property and equipment, net                                                   468
Deferred tax assets                                                            21
Content, net                                                                  185
Software, net                                                                 948
Customer list, net                                                            357
Domain names, net                                                              49
Goodwill                                                                    1,123
                                                                         --------

   Total assets                                                          $  8,875
                                                                         ========

Liabilities and Stockholders' Equity:
Current liabilities:
   Accounts payable                                                      $  1,500
   Accrued expenses                                                           570
   Income tax payable                                                         130
   Accrued employee benefits                                                   30
   Other current liabilities                                                  669
                                                                         --------

   Total current liabilities                                                2,899
                                                                         --------

Non-current liabilities                                                        41
                                                                         --------

   Total liabilities                                                        2,940
                                                                         --------

Commitments                                                                  --
                                                                         --------

Minority interest                                                             123
                                                                         --------

Stockholders' Equity:
   Series A Preferred shares, $0.0001 par value: authorized 10,000,000
     shares; issued and outstanding 9,500,000                                   1
   Common stock, $0.0001 par value: authorized 500,000,000 shares;
     issued and outstanding 13,176,436                                          1
   Additional paid-in capital                                              22,405
   Accumulated deficit                                                    (16,546)
   Accumulated other comprehensive loss                                       (49)
                                                                         --------

   Total stockholders' equity                                               5,812
                                                                         --------

   Total liabilities and stockholders' equity                            $  8,875
                                                                         ========
</TABLE>

                 The Accompanying Notes are an Integral Part of
                    these Consolidated Financial Statements.

                                       1
<PAGE>

ROO GROUP, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
--------------------------------------------------------------------------------
(Amounts in Thousands, Except Share and Per Share Data)
(Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                        Three months ended
                                                                             March 31,
                                                                       2 0 0 6         2 0 0 5
                                                                    ------------    ------------
<S>                                                                 <C>             <C>
Revenue                                                             $      1,780    $      1,588
                                                                    ------------    ------------

Expenses:
   Operations                                                              1,809             934
   Research and development                                                  230             144
   Sales and marketing                                                       912             436
   General and administrative                                                999             738
   General and administrative (non-cash)                                     437           1,140
                                                                    ------------    ------------

   Total expenses                                                          4,387           3,392
                                                                    ------------    ------------

   (Loss) from operations                                                 (2,607)         (1,804)

Interest income                                                               29            --
Interest expense - related party                                            --               (13)
Interest expense - other                                                      (6)            (88)
Financing fees - convertible notes                                          --              (351)
                                                                    ------------    ------------

   Net (loss) before income taxes                                         (2,584)         (2,256)

Income taxes                                                                 (29)            (28)
                                                                    ------------    ------------
   Net (loss) before minority interest                                    (2,613)         (2,284)

Minority interest                                                            (34)            (13)
                                                                    ------------    ------------

   Net (loss)                                                       $     (2,647)   $     (2,297)
                                                                    ============    ============

Basic and diluted net (loss) per common share                       $      (0.20)   $      (0.58)
                                                                    ============    ============

Average common shares outstanding                                     13,176,436       3,927,669
                                                                    ============    ============

Comprehensive (loss):
   Net (loss)                                                       $     (2,647)   $     (2,297)
   Foreign currency translation                                              (14)             (6)
   Fair market value adjustment for available for sale securities           --                (3)
                                                                    ------------    ------------

   Comprehensive (loss)                                             $     (2,661)   $     (2,306)
                                                                    ============    ============
</TABLE>

                 The Accompanying Notes are an Integral Part of
                    these Consolidated Financial Statements.

                                       2
<PAGE>

ROO GROUP, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
(Amounts in Thousands)
(Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                              Three months ended
                                                                  March 31,
                                                               2006       2005
                                                              -------    -------
Operating Activities:
<S>                                                           <C>        <C>
   Net (loss)                                                 $(2,647)   $(2,297)
                                                              -------    -------
   Adjustments to reconcile net (loss) to net cash
     (used) by operating activities:
     Provision for doubtful accounts                             --            6
Depreciation                                                       39         35
     Amortization of intangible assets                            141        148
     Non cash stock based compensation                            437       --
     Non cash stock/options for services                         --          390
     Non cash preferred stock issued as performance bonuses      --          750
     Non cash interest on convertible note                       --          351
     Minority interest in subsidiaries                             34         13
   Changes in assets and liabilities:
     (Increase) decrease in:
       Accounts receivable                                       (214)      (206)
       Other assets                                              (436)        (8)
     Increase (decrease) in:
       Accounts payable                                           426        242
       Accrued expenses                                           199       (198)
       Income tax payable                                           5         27
       Accrued employee benefits                                  (13)
                                                                               1
       Other liabilities                                          245         63
                                                              -------    -------

       Total adjustments                                          863      1,614
                                                              -------    -------

   Net Cash (Used) By Operating Activities                     (1,784)      (683)
                                                              -------    -------

Investing Activities:
   Investment in ROO Media Europe                                 (90)      --
   Creation of content                                            (51)       (54)
   Purchase of equipment                                          (39)       (58)
                                                              -------    -------

   Net Cash (Used) By Investing Activities                       (180)      (112)

Financing Activities:
   Bank overdraft                                                --          121
   (Decrease) in related party loans                             --         (139)
   Convertible note                                              --          914
   Conversion on convertible note                                --           79
   (Decrease) in capital leases                                    (5)        (8)
                                                              -------    -------

   Net Cash (Used) Provided By Financing Activities                (5)       967
                                                              -------    -------

Effect of Exchange Rate Changes on Cash                             1         (6)
                                                              -------    -------

   Net (Decrease) Increase in Cash                             (1,968)       166

   Cash - Beginning of Period                                   5,274        322
                                                              -------    -------

   Cash - End of Period                                       $ 3,306    $   488
                                                              =======    =======

Supplemental Disclosures of Cash Flow Information:
   Cash paid during the years for:
     Income taxes                                             $    28    $  --
     Interest                                                 $     6    $    55
</TABLE>

                  The Accompanying Notes are an Integral Part
                  of these Consolidated Financial Statements.

                                       3

<PAGE>

ROO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(Amounts in Thousands, Except Share and Per Share Data)
--------------------------------------------------------------------------------
(Unaudited)

(1) Basis of Presentation

The accompanying unaudited consolidated financial statements of ROO Group, Inc.
("ROO" or the "Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information and the
instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they
do not include all information and footnotes required by general accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary in
order to make the interim financial statements not misleading have been
included. Results for the three months ended March 31, 2006 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2006. These interim consolidated financial statements should be read in
conjunction with the consolidated financial statements and footnotes thereto of
the Company and management's discussion and analysis of financial condition and
results of operations included in the Company's annual report on Form 10-KSB for
the year ended December 31, 2005.

(2) Summary of Significant Accounting Policies

(A) Principles of Consolidation - The consolidated financial statements include
the accounts of ROO Group, Inc., its wholly owned subsidiary ROO Media
Corporation, its wholly owned subsidiary Bickhams and its 51% owned subsidiary
Reality Group (Note 3). Included in the consolidation with ROO Media Corporation
are ROO Media Corporation's wholly owned subsidiary ROO Media (Australia) Pty
Ltd. and ROO Media (Australia) Pty Ltd.'s wholly owned subsidiary Undercover
Media, its wholly owned subsidiary ROO Media Europe Pty Ltd (Note 3), its wholly
owned subsidiary ROO Broadcasting Limited, its 51% owned subsidiary Factory212
Pty. Ltd. and its wholly owned subsidiary ROO TV Pty Ltd. Included in the
consolidation with Bickhams is Bickhams' wholly owned subsidiary VideoDome.com
Networks, Inc.

(B) Management Estimates - The preparation of financial statements in conformity
with U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during
the reporting period. Certain amounts included in the financial statements are
estimated based on currently available information and management's judgment as
to the outcome of future conditions and circumstances. Changes in the status of
certain facts or circumstances could result in material changes to the estimates
used in the preparation of financial statements and actual results could differ
from the estimates and assumptions. Every effort is made to ensure the integrity
of such estimates.

(C) Foreign Currency Translation - Assets and liabilities of ROO Group's foreign
subsidiaries are translated at current exchange rates and related revenues and
expenses are translated at average exchange rates in effect during the period.
Resulting translation adjustments are recorded as a component of accumulated
comprehensive income (loss) in stockholders' equity.

(D) Fair Value of Financial Instruments - The carrying amounts reported in the
balance sheet for cash and cash equivalents, accounts receivable, accounts
payable and accrued liabilities approximate their fair values because of the
immediate or short-term maturity of these financial instruments.

                                       4
<PAGE>

ROO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(Amounts in Thousands, Except Share and Per Share Data)
--------------------------------------------------------------------------------
(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

(E) Impairment of Long-Lived Assets - We review our long-lived assets and
identifiable intangibles for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. When such factors and circumstances exist, we compare the projected
undiscounted future cash flows associated with the future use and disposal of
the related asset or group of assets to their respective carrying amounts.
Impairment, if any, is measured as the excess of the carrying amount over the
fair value based on market value (when available) or discounted expected cash
flows of those assets, and is recorded in the period in which the determination
is made.

(F) Cash and Cash Equivalents - ROO considers all highly liquid investments with
original maturities of ninety days or less to be cash and cash equivalents. Such
investments are valued at quoted market prices.

(G) Property and Equipment - Property and equipment are stated at cost.
Depreciation is provided for using the straight-line and declining balance
methods of accounting over the estimated useful lives of the assets.

(H) Intangible Assets - Intangible assets of the Company are recorded at cost
less accumulated amortization. Amortization is computed using the straight-line
method over the estimated useful lives of the assets, with periods of up to five
years. All intangible assets are reviewed for impairment annually or more
frequently if deemed necessary, and no impairment write-offs were recorded.

(I) Risk Concentrations - Financial instruments which potentially subject us to
concentrations of credit risk consist principally of cash and cash equivalents
and trade accounts receivable. We place our cash and cash equivalents with high
credit quality institutions to limit credit exposure. We believe no significant
concentration of credit risk exists with respect to these investments.

Concentrations of credit risk with respect to trade accounts receivable are
limited due to the wide variety of customers who are dispersed across many
geographic regions. Management believes that accounts receivable credit risk
exposure beyond such allowance is limited. The allowance as of March 31, 2006
was $46.

We generally do not require collateral for our financial instruments.

(J) Revenue Recognition - Revenues are derived principally from professional
services, digital media management and advertising. Revenue is recognized when
service has been provided.

In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition," which provides
guidance on the recognition, presentation and disclosure of revenue in financial
statements filed with the SEC. SAB 101 outlines the basic criteria that must be
met to recognize revenue and provides guidance for disclosures related to
revenue recognition policies. Management believes that ROO Group's revenue
recognition practices are in conformity with the guidelines of SAB 101 as
amended by SAB 104.

                                       5

<PAGE>

ROO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(Amounts in Thousands, Except Share and Per Share Data)
--------------------------------------------------------------------------------
(Unaudited)

(2) Summary of Significant Accounting Policies (Continued)

(K) Earnings (Loss) Per Share Calculation - Net loss per share is based on the
weighted average number of shares outstanding

Earnings (loss) per common share are calculated under the provisions of
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Share," which establishes standards for computing and presenting earnings per
share. SFAS No. 128 requires ROO Group to report both basic earnings (loss) per
share, which is based on the weighted average number of common shares
outstanding during the period, and diluted earnings (loss) per share, which is
based on the weighted average number of common shares outstanding plus all
potential dilutive common shares outstanding. Options and warrants are not
considered in calculating diluted earnings (loss) per share since considering
such items would have an anti-dilutive effect. These items may be dilutive in
the future. Potential shares from the conversion of Series A Preferred Stock are
excluded as these are not convertible for two years from the date of issuance.

(L) Stock-Based Compensation - In December 2004, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 123R, "Share-Based Payment". SFAS No. 123R is a revision of SFAS
No. 123, "Accounting for Stock Based Compensation", and supersedes APB 25. Among
other items, SFAS 123R eliminates the use of APB 25 and the intrinsic value
method of accounting, and requires companies to recognize the cost of employee
services received in exchange for awards of equity instruments, based on the
grant date fair value of those awards, in the financial statements. On January
1, 2006, the Company adopted SFAS 123R. The provisions of SFAS 123R became
effective the first annual reporting period beginning after December 15, 2005.
SFAS 123R requires companies to adopt its requirements using a "modified
prospective" method. Under the "modified prospective" method, compensation cost
is recognized in the financial statements beginning with the effective date,
based on the requirements of SFAS 123R for all share-based payments granted
after that date, and based on the requirements of SFAS 123 for all unvested
awards granted prior to the effective date of SFAS 123R.

Beginning in the 2006 calendar year, with the adoption of SFAS 123R, we included
stock based compensation in general and administrative for the cost of stock
options. Stock based compensation expense for the three months ended March 31,
2006 was $437.

Under SFAS 123R, the fair value of each option grant is estimated on the date of
grant using the Black-Scholes option pricing model.

The Company granted options with an exercise price between $2.40 and $3.00 to
purchase 250,000 shares of its common stock during the three months ended March
31, 2006.

At March 31, 2006, 350,000 stock options had vested with the remaining 1,683,050
still to vest under milestones.

(M) Restatement of Shares - Effective October 3, 2005, the Company amended its
Certificate of Incorporation to effect a one-for-fifty reverse split of the
Company's issued and outstanding shares of common stock. All references to
numbers or values of the Company's shares have been adjusted to reflect this
one-for-fifty reverse split. All option amounts and exercise prices have been
adjusted to reflect the stock split.

                                       6

<PAGE>

ROO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(Amounts in Thousands, Except Share and Per Share Data)
--------------------------------------------------------------------------------
(Unaudited)

(N) Financing Fees Convertible Notes

Financing Fees Convertible Notes reclassifies non cash expenses relating to the
issuance of various convertible notes to investors in the Company. All such
convertible securities were retired prior to September 30, 2005.

(O) Reclassification

Certain prior period amounts have been reclassified to conform with the current
presentation.

(3) Acquisitions

Effective January 1, 2006, the Company returned 29% of the shares in Reality
Group to Reality Group shareholders, reducing the Company's ownership of Reality
Group to 51%, in exchange for 66,200 shares of the common stock of the Company.

On January 27, 2006 ROO Media Corporation purchased 24% of ROO Media Europe
Limited for $90. ROO Media Europe is now a wholly owned subsidiary of ROO Media
Corporation.




















                                       7

<PAGE>

ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD-LOOKING STATEMENTS

         Certain statements contained herein constitute forward-looking
statements. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expect," "plan," "anticipate,"
"believe," "estimate," "predict," "potential" or "continue," the negative of
such terms, or other comparable terminology. All statements other than
statements of historical fact made in this report are forward looking. In
particular, the statements herein regarding industry prospects and future
results of operations or financial position are forward-looking statements.
Because such statements include risks and uncertainties, actual results may
differ materially from those expressed or implied by such forward-looking
statements as a result of certain factors, including, but not limited to, risks
associated with the integration of businesses following an acquisition,
competitors with broader product lines and greater resources, emergence into new
markets, the termination of any of our significant contracts, our inability to
maintain working capital requirements to fund future operations, or our
inability to attract and retain highly qualified management, technical and sales
personnel.

OVERVIEW

         Set forth below is a discussion of the financial condition and results
of operations of ROO Group, Inc. and its consolidated subsidiaries (the
"Company," "we," "us," or "our") for the three months ended March 31, 2006 and
2005. The consolidated financial statements include the accounts of ROO Group,
Inc., its wholly owned subsidiary ROO Media Corporation, its wholly owned
subsidiary Bickhams and its 51% owned subsidiary Reality Group. Included in the
consolidation with ROO Media Corporation are ROO Media Corporation's wholly
owned subsidiary ROO Media (Australia) Pty Ltd. and ROO Media (Australia) Pty
Ltd.'s wholly owned subsidiary Undercover Media, its wholly owned subsidiary ROO
Media Europe Pty Ltd, its wholly owned subsidiary ROO Broadcasting Limited, its
51% owned subsidiary Factory212 Pty. Ltd. and its wholly owned subsidiary ROO TV
Pty Ltd. Included in the consolidation with Bickhams is Bickhams' wholly owned
subsidiary VideoDome.com Networks, Inc. ROO Media Europe Pty Ltd. was 76% owned
by ROO Media Corporation until January 27, 2006 when ROO Media Corporation
purchased the remaining 24% of ROO Media Europe Pty Ltd. for $90,000. The
following discussion should be read in conjunction with the information set
forth in the consolidated financial statements and the related notes thereto
appearing elsewhere in this quarterly report.

         We provide topical video content, including news, business,
entertainment, fashion, video games, movies, music, sport and travel video, and
associated services for broadcasting video over the Internet to a global base of
clients. ROO Media's delivery platform supports worldwide syndication and
television-style advertising. During 2001 and 2002, ROO Media focused on
developing and refining its products and solutions, and commenced the commercial
selling of its solutions in late 2003. ROO Media developed a technology platform
specifically designed to provide a cost effective, robust, and scaleable
solution to manage and syndicate video content over the Internet.

RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2006 COMPARED THREE MONTHS
ENDED MARCH 31, 2005

REVENUE. Total revenues increased by $192,000 from $1,588,000 for the three
months ended March 31, 2005 to $1,780,000 for the three months ended March 31,
2006, an increase of 12%. The increase is principally from inclusion of revenues
of acquisitions not included in the prior year financial results.

EXPENSES

OPERATIONS. Operations expenses increased by $875,000 from $934,000 for the
three months ended March 31, 2005 to $1,809,000 for the three months ended March
31, 2006, an increase of 94%. The increase over the periods reflects the
inclusion of operating expenses of acquisitions not included in the results from
the three months ended March 31, 2005 of $341,000 and the increasing costs
associated with increased revenue generation of $534,000. These expenses are
primarily the costs directly associated with the generation of revenues. They
include web hosting, content delivery, content costs, and salaries.

                                       8
<PAGE>

RESEARCH AND DEVELOPMENT. Research and development expenses consist primarily of
salaries and related personnel costs and consulting fees associated with product
and software development. Research and development expenses increased by $86,000
from $144,000 for the three months ended March 31, 2005 to $230,000 for the
three months ended March 31, 2006, an increase of 60%. The increase in research
and development expenses was primarily due to the increase in development
activities associated with enhancements to our management platform which was
acquired in the acquisition of Videodome.com Networks, Inc.

SALES AND MARKETING. Sales and marketing expenses consist primarily of expenses
for advertising, sales and marketing personnel, expenditures for advertising,
and promotional activities and expenses to bring our products and services to
market. These expenses increased by $476,000 from $436,000 for the three months
ended March 31, 2005 to $912,000 for the three months ended March 31, 2006, an
increase of 109%. This increase was primarily due to an increase in sales and
marketing personnel.

         We believe that additional sales and marketing personnel and programs
are required to remain competitive. Therefore, we expect that our sales and
marketing expenses will continue to increase for the foreseeable future.

GENERAL AND ADMINISTRATIVE. General and administrative expenses consist
primarily of expenses for management, finance and administrative personnel,
legal, accounting, consulting fees, and facilities costs. These expenses
decreased by $442,000 from $1,878,000 for the three months ended March 31, 2005
to $1,436,000 for the three months ended March 31, 2006, a decrease of 24%. This
decrease was primarily due to the decrease in non-cash costs of $703,000 which
consists of the issuance of stock and options valued at $1,140,000 in the three
months ended March 31, 2005 less non-cash expense associated with stock options
vested of $437,000 in the three months ended March 31, 2006. This is offset by
an increase of $261,000 that is primarily due to an increase in salaries
providing administrative support to the increased activity of operations.

INTEREST INCOME. Interest income increased from $0 for the three months ended
March 31, 2005 to $29,000 for the three months ended March 31, 2006. This
increase is primarily due to the increase in cash-on-hand as a result of private
equity placements.

INTEREST EXPENSE, RELATED PARTY. Interest expense, related party, includes
interest charges on our indebtedness to Robert Petty, our Chairman and Chief
Executive Officer. The expense decreased from $13,000 for the three months ended
March 31, 2005 to $0 for the three months ended March 31, 2006. The outstanding
balance from loans from Mr. Petty as of March 31, 2006 was $0.

INTEREST EXPENSE, OTHER. Interest expense, other, decreased by $82 from $88 for
the three months ended March 31, 2005 to $6,000 for the three months ended March
31, 2006. Interest expense, other, primarily included the interest payable to
callable secured convertible note holders in 2005. On August 23, 2005 we repaid
all outstanding amounts due pursuant to the callable secured convertible notes.

FINANCING FEES CONVERTIBLE NOTES. Financing fees - convertible notes is the
amount the Company computed as the value of the beneficial conversion feature on
the callable secured convertible notes. For the three months ended March 31,
2005, $351,000 was expensed as the value of the beneficial conversion feature on
the callable secured convertible notes. There were no such expenses incurred
during the three months ended March 31, 2006.

NET LOSS BEFORE INCOME TAXES. As a result of the factors described above, we
reported a net loss before income taxes of $2,584,000 for the three months ended
March 31, 2006, compared to a net loss of $2,256,000 for the three months ended
March 31, 2005, an increase of $328,000 or 15%.

                                       9

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

          As of March 31, 2006, we had working capital of approximately
$2,825,000 with a cash balance of $3,306,000. Management believes that there
will be an increase in overall expenses to expand the Company's operations on a
global basis during 2006. Although revenues are expected to increase, it is
unclear whether additional cash resources will be required during the next
twelve months. We expect to undertake additional debt or equity financings if
needed to better enable us to grow and meet our future operating and capital
requirements. However, we cannot guarantee that any additional equity or debt
financing will be available in sufficient amounts or on acceptable terms when
needed. If such financing is not available in sufficient amounts or on
acceptable terms, our results of operations and financial condition may be
adversely affected. In addition, equity financing may result in dilution to
existing stockholders and may involve securities that have rights, preferences,
or privileges that are senior to our common stock, and any debt financing
obtained must be repaid regardless of whether or not we generate profits or cash
flows from our business activities.

         Net cash used in operating activities was $1,784,000 for the three
months ended March 31, 2006, compared to $683,000 for the three months ended
March 31, 2005, an increase of $1,101,000 or 161%. The increase in net cash used
in operating activities is primarily the result of our increased expenses with
our expanded operations.

         Net cash used in investing activities was $180,000 for the three months
ended March 31, 2006, compared to net cash used in investing activities for the
three months ended March 31, 2005 of $112,000, an increase of $68,000 or 61%.
The net cash used in investing activities increased primarily due to the
investment in ROO Media Europe of approximately $90,000 offset by the decrease
in purchase of equipment of $19,000. On January 27, 2006 ROO Media Corporation
purchased 24% of ROO Media Europe Limited for $90,000. ROO Media Europe is now a
wholly owned subsidiary of ROO Media Corporation.

         Net cash used in financing activities was $5,000 for the three months
ended March 31, 2006 compared to net cash provided by financing activities of
$967,000 for the three months ended March 31, 2005, a decrease in net cash
provided by financing activities of $972,000 or 101%. The decrease in net cash
provided by financing activities was primarily due to the net amount received
from convertible notes of $914,000, conversion on convertible note of $79,000
and a bank overdraft of $121,000 in the three months ended March 31, 2005. There
were no such expenses incurred during the three months ended March 31, 2006.

MARKET RISKS

         We conduct our operations in primary functional currencies: the United
States dollar, the British pound and the Australian dollar. Historically,
neither fluctuations in foreign exchange rates nor changes in foreign economic
conditions have had a significant impact on our financial condition or results
of operations. We currently do not hedge any of our foreign currency exposures
and are therefore subject to the risk of exchange rate fluctuations. We invoice
our international customers primarily in U.S. dollars, except in the United
Kingdom and Australia, where we invoice our customers primarily in British
pounds and Australian dollars, respectively. In the future we anticipate billing
certain European customers in Euros, though we have not done so to date.

         We are exposed to foreign exchange rate fluctuations as the financial
results of foreign subsidiaries are translated into U.S. dollars in
consolidation and as our foreign currency consumer receipts are converted into
U.S. dollars. Our exposure to foreign exchange rate fluctuations also arises
from payables and receivables to and from our foreign subsidiaries, vendors and
customers. Foreign exchange rate fluctuations did not have a material impact on
our financial results in the three ended March 31, 2006 and 2005.

         Financial instruments which potentially subject us to concentrations of
credit risk consist principally of cash and cash equivalents and trade accounts
receivable. We place our cash and cash equivalents with high credit quality
institutions to limit credit exposure. We believe no significant concentration
of credit risk exists with respect to these investments.

         Concentrations of credit risk with respect to trade accounts receivable
are limited due to the wide variety of customers who are dispersed across many
geographic regions. As of March 31, 2006, one customer accounted for
approximately 19% of our trade accounts receivable portfolio. We routinely
assess the financial strength of customers and, based upon factors concerning
credit risk, we establish an allowance for uncollectible accounts. Management
believes that accounts receivable credit risk exposure beyond such allowance is
limited.

                                       10
<PAGE>

GOING CONCERN

         The accompanying consolidated financial statements have been prepared
assuming that we will continue as a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. We have incurred net operating losses of approximately $2,647,000
for the three months ended March 31, 2006, compared to $2,297,000 for the three
months ended March 31, 2005. Additionally, as of March 31, 2006, we had negative
cash flows from operating activities of approximately $1,784,000. Since ROO
Media Corporation's inception, we have incurred losses, had an accumulated
deficit, and have experienced negative cash flows from operations. The expansion
and development of our business may require additional capital. This condition
raises substantial doubt about our ability to continue as a going concern. Our
management expects cash flows from operating activities to improve in fiscal
2006, primarily as a result of an increase in sales, although there can be no
assurance thereof. The accompanying consolidated financial statements do not
include any adjustments that might be necessary should we be unable to continue
as a going concern. If we fail to generate positive cash flows or obtain
additional financing when required, we may have to modify, delay or abandon some
or all of our business and expansion plans.

OFF-BALANCE SHEET ARRANGEMENTS

         We do not have any off balance sheet arrangements that are reasonably
likely to have a current or future effect on our financial condition, revenues,
results of operations, liquidity or capital expenditures.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         The policies discussed below are considered by our management to be
critical to an understanding of our financial statements because their
application places the most significant demands on our management's judgment,
with financial reporting results relying on estimation about the effect of
matters that are inherently uncertain. Specific risks for these critical
accounting policies are described below. For these policies, our management
cautions that future events rarely develop as forecast, and that best estimates
may routinely require adjustment.

         The SEC has issued cautionary advice to elicit more precise disclosure
about accounting policies management believes are most critical in portraying
our financial results and in requiring management's most difficult subjective or
complex judgments.

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make judgments and estimates. On an on-going basis, we evaluate
our estimates, the most significant of which include establishing allowances for
doubtful accounts and determining the recoverability of our long-lived assets.
The basis for our estimates are historical experience and various assumptions
that are believed to be reasonable under the circumstances, given the available
information at the time of the estimate, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily available from other sources. Actual results may differ from the
amounts estimated and recorded in our financial statements.

         We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our consolidated
financial statements.

         Revenue Recognition: Revenues are derived principally from professional
services, digital media management and advertising. Revenue is recognized when
service has been provided. We may enter into agreements whereby we guarantee a
minimum number of advertising impressions, click-throughs or other criteria on
our websites or products for a specified period. To the extent these guarantees
are not met, we may defer recognition of the corresponding revenue until
guaranteed delivery levels are achieved.

         Allowance for Doubtful Accounts: We maintain an allowance for doubtful
accounts for estimated losses resulting from our customers not making their
required payments. Based on historical information, we believe that our
allowance is adequate. Changes in general economic, business and market
conditions could result in an impairment in the ability of our customers to make
their required payments, which would have an adverse effect on cash flows and
our results of operations. The allowance for doubtful accounts is reviewed
monthly and changes to the allowance are updated based on actual collection
experience. We use a combination of the specific identification method and
analysis of the aging of accounts receivable to establish an allowance for
losses on accounts receivable.

                                       11
<PAGE>

         Goodwill and Intangible Asset Impairment: In assessing the
recoverability of our goodwill and other intangibles we must make assumptions
regarding estimated future cash flows and other factors to determine the fair
value of the respective assets. This impairment test requires the determination
of the fair value of the intangible asset. If the fair value of the intangible
asset is less than its carrying value, an impairment loss will be recognized in
an amount equal to the difference. If these estimates or their related
assumptions change in the future, we may be required to record impairment
charges for these assets. We analyze goodwill and intangible assets for
impairment on at least an annual basis.

RECENTLY ISSUED ACCOUNTING STANDARDS

         In December 2004, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 153, "Exchanges
of Nonmonetary Assets." SFAS No. 153 amends Accounting Principles Board ("APB")
Opinion No. 29, "Accounting for Nonmonetary Transactions," to require exchanges
of nonmonetary assets be accounted for at fair value, rather than carryover
basis. Nonmonetary exchanges that lack commercial substance are exempt from this
requirement. SFAS 153 is effective for nonmonetary exchanges entered into in
fiscal years beginning after June 15, 2005. We do not routinely enter into
exchanges that could be considered nonmonetary, and the adoption of SFAS 153 has
not had a material impact on our financial statements.

         In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment."
SFAS No. 123R is a revision of SFAS No. 123, "Accounting for Stock Based
Compensation," and supersedes APB Opinion No. 25 "Accounting for Stock Issued to
Employees." Among other items, SFAS 123R eliminates the use of APB 25 and the
intrinsic value method of accounting, and requires companies to recognize the
cost of employee services received in exchange for awards of equity instruments,
based on the grant date fair value of those awards, in the financial statements.
The effective date of SFAS 123R is the first reporting period beginning after
December 15, 2005, although early adoption is allowed. SFAS 123R requires
companies to adopt its requirements using a "modified prospective" method. Under
the "modified prospective" method, compensation cost is recognized in the
financial statements beginning with the effective date, based on the
requirements of SFAS 123R for all share-based payments granted after that date,
and based on the requirements of SFAS 123 for all unvested awards granted prior
to the effective date of SFAS 123R. The "modified retrospective" method also
permits entities to restate financial statements of previous periods based on
proforma disclosures made in accordance with SFAS 123.

         We adopted SFAS 123R effective January 1, 2006 using the modified
prospective method of accounting. We previously utilized a standard option
pricing model (i.e., Black-Scholes) to measure the fair value of stock options
granted to employees and SFAS 123R permited us to continue to use such a model.

         SFAS 123R also requires that the benefits associated with the tax
deductions in excess of recognized compensation cost be reported as a financing
cash flow, rather than as an operating cash flow as required under current
literature. We have not yet determined what effect, if any, this change will
have on future periods.

         In March 2005, the FASB issued Interpretation No. 47 (FIN 47),
"Accounting for Conditional Asset Retirement Obligations--an interpretation of
FASB Statement No. 143." FIN 47 clarifies that an entity is required to
recognize a liability for the fair value of a conditional asset retirement
obligation when incurred if the liability's fair value can be reasonably
estimated. FIN 47 also clarifies when an entity would have sufficient
information to reasonably estimate the fair value of an asset retirement
obligation. FIN 47 was adopted in the fourth quarter of 2005 and has had no
significant impact on our financial position, results of operations or cash
flows.

         In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and
Error Corrections--a replacement of APB Opinion No. 20 and FASB Statement No.
3." SFAS No. 154 requires retrospective application as the required method for
reporting a change in accounting principle, unless impracticable or a
pronouncement includes specific transition provisions. SFAS No. 154 also
requires that a change in depreciation, amortization or depletion method for
long-lived, non-financial assets be accounted for as a change in accounting
estimate effected by a change in accounting principle. This statement carries
forward the guidance in APB Opinion No. 20, "Accounting Changes," for the
reporting of the correction of an error and a change in accounting estimate.
SFAS No. 154 is effective beginning January 1, 2006. SFAS No. 154 has not had a
significant impact on our financial position, results of operations or cash
flows.

                                       12
<PAGE>

         In June 2005, the Emerging Issues Task Force ("EITF") reached a
consensus on EITF Issue No. 05-6, "Determining the Amortization Period for
Leasehold Improvements Purchased after Lease Inception or Acquired in a Business
Combination." EITF 05-6 requires that leasehold improvements that are placed in
service significantly after and not contemplated at or near the beginning of the
lease term be amortized over the shorter of the useful life of the assets or a
term that includes required lease periods and renewals that are deemed to be
reasonably assured at the date the leasehold improvements are purchased. EITF
05-6 was adopted in the fourth quarter of 2005. EITF 05-6 has not had a
significant impact on our financial position, results of operations or cash
flows.

         In February 2006, FASB issued SFAS No. 155, "Accounting for Certain
Hybrid Financial Instruments an amendment of FASB Statements No. 133 and 140."
SFAS 155 provides the framework for fair value re-measurement of any hybrid
financial instrument that contains an embedded derivative that otherwise would
require bifurcation as well as establishes a requirement to evaluate interests
in securitized financial assets to identify interests. SFAS 155 also eliminates
the prohibition on a qualifying special-purpose entity from holding a derivative
financial instrument that pertains to a beneficial interest other than another
derivative financial instrument. The guidance SFAS 155 also clarifies which
interest-only strips and principal-only strips are not subject to the
requirements of SFAS 133 "Accounting for Derivative Instruments and Hedging
Activities" and concentrations of credit risk in the form of subordination are
not embedded derivatives. This statement is effective for all financial
instruments acquired or issued after the beginning of an entity's first fiscal
year that begins September 15, 2006. SFAS 155 is not expected to have a material
impact on the Company's consolidated financial statements.

         In March 2006, FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets--an amendment of FASB Statement No. 140." SFAS 156 requires the
recognition of a servicing asset or servicing liability under certain
circumstances when an obligation to service a financial asset by entering into a
servicing contract. SFAS 156 also requires all separately recognized servicing
assets and servicing liabilities to be initially measured at fair value
utilizing the amortization method or fair market value method. SFAS 156 is
effective at the beginning of the first fiscal year that begins after September
15, 2006. FASB 156 is not expected to have a material impact on the Company's
consolidated financial statements.

ITEM 3.  CONTROLS AND PROCEDURES.

         As of the end of the period covered by this report, we conducted an
evaluation, under the supervision and with the participation of our chief
executive officer and chief financial officer of our disclosure controls and
procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange
Act). Based upon this evaluation, our chief executive officer and chief
financial officer concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is: (1) accumulated and
communicated to our management, including our chief executive officer and chief
financial officer, as appropriate to allow timely decisions regarding required
disclosure; and (2) recorded, processed, summarized and reported, within the
time periods specified in the Commission's rules and forms. There was no change
to our internal controls or in other factors that could affect these controls
during our last fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         We are not a party to any pending legal proceeding, nor is our property
the subject of a pending legal proceeding, that is not in the ordinary course of
business or otherwise material to the financial condition of our business. None
of our directors, officers or affiliates is involved in a proceeding adverse to
our business or has a material interest adverse to our business.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

         Not applicable

                                       13
<PAGE>

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         There were no matters submitted to a vote of security holders during
the period covered by this report.

ITEM 5.  OTHER INFORMATION.

         Not applicable.

ITEM 6.  EXHIBITS.

<TABLE>
<CAPTION>
<S>                   <C>
Exhibit Number                                            Description
------------------    --------------------------------------------------------------------------------------------
4.1                   Stock  Purchase   Warrant  issued  to  AJW  Offshore,   Ltd.,   dated  September  10,  2004
                      (Incorporated  by reference to Form 8-K, filed with the Securities and Exchange  Commission
                      on September 16, 2004)
4.2                   Stock Purchase Warrant issued to AJW Qualified Partners,
                      LLC, dated September 10, 2004 (Incorporated by reference
                      to Form 8-K, filed with the Securities and Exchange
                      Commission on September 16, 2004)
4.3                   Stock Purchase Warrant issued to AJW Partners,  LLC, dated September 10, 2004 (Incorporated
                      by reference to Form 8-K, filed with the  Securities  and Exchange  Commission on September
                      16, 2004)
4.4                   Stock Purchase  Warrant issued to New Millennium  Capital Partners II, LLC, dated September
                      10, 2004  (Incorporated  by reference to Form 8-K,  filed with the  Securities and Exchange
                      Commission on September 16, 2004)
4.5                   Stock Purchase Warrant issued to AJW Offshore,  Ltd., dated November 23, 2004 (Incorporated
                      by reference to Form 8-K,  filed with the  Securities  and Exchange  Commission on November
                      30, 2004)
4.6                   Stock  Purchase  Warrant  issued to AJW Qualified  Partners,  LLC,  dated November 23, 2004
                      (Incorporated  by reference to Form 8-K, filed with the Securities and Exchange  Commission
                      on November 30, 2004)
4.7                   Stock Purchase Warrant issued to AJW Partners,  LLC, dated November 23, 2004  (Incorporated
                      by reference to Form 8-K,  filed with the  Securities  and Exchange  Commission on November
                      30, 2004)
4.8                   Stock Purchase  Warrant issued to New Millennium  Capital  Partners II, LLC, dated November
                      23, 2004  (Incorporated  by reference to Form 8-K,  filed with the  Securities and Exchange
                      Commission on November 30, 2004)
4.9                   Stock Purchase Warrant issued to AJW Offshore,  Ltd., dated February 3, 2005  (Incorporated
                      by reference to Form 8-K,  filed with the  Securities  and Exchange  Commission on February
                      15, 2005)
4.10                  Stock  Purchase  Warrant  issued to AJW Qualified  Partners,  LLC,  dated  February 3, 2005
                      (Incorporated  by reference to Form 8-K, filed with the Securities and Exchange  Commission
                      on February 15, 2005)
4.11                  Stock Purchase  Warrant issued to New Millennium  Capital  Partners II, LLC, dated February
                      3, 2005  (Incorporated  by reference to Form 8-K,  filed with the  Securities  and Exchange
                      Commission on February 15, 2005)
4.12                  Promissory Note in the principal amount of $1,100,000 issued to Robert Petty  (Incorporated
                      by reference to the Company's Form 8-K filed with the  Securities  and Exchange  Commission
                      on May 24, 2005)
4.13                  Stock Purchase Warrant issued to AJW Offshore,  Ltd., dated July 18, 2005  (Incorporated by
                      reference to the Company's Form 8-K filed with the  Securities  and Exchange  Commission on
                      July 22, 2005)
4.14                  Stock  Purchase  Warrant  issued  to AJW  Qualified  Partners,  LLC,  dated  July 18,  2005
                      (Incorporated  by  reference  to the  Company's  Form 8-K  filed  with the  Securities  and
                      Exchange Commission on July 22, 2005)
</TABLE>
                                       14
<PAGE>

<TABLE>
<CAPTION>
<S>                   <C>
4.15                  Stock Purchase  Warrant issued to AJW Partners,  LLC, dated July 18, 2005  (Incorporated by
                      reference to the Company's Form 8-K filed with the  Securities  and Exchange  Commission on
                      July 22, 2005)
4.16                  Stock Purchase  Warrant issued to New Millennium  Capital  Partners II, LLC, dated July 18,
                      2005  (Incorporated  by reference to the Company's  Form 8-K filed with the  Securities and
                      Exchange Commission on July 22, 2005)
4.17                  Form  of  placement  agent  warrant  in  connection  with  August  2005  Equity   Financing
                      (Incorporated  by  reference  to the  Company's  Form 8-K  filed  with the  Securities  and
                      Exchange Commission on August 25, 2005)
4.18                  Form  of  placement  agent  warrant  in  connection  with  October  2005  Equity  Financing
                      (Incorporated  by  reference  to the  Company's  Form 8-K  filed  with the  Securities  and
                      Exchange Commission on October 26, 2005)
4.19                  Form of investor  warrant in connection with December 2005 Equity  Financing  (Incorporated
                      by reference to the Company's Form 8-K filed with the  Securities  and Exchange  Commission
                      on December 30, 2005)
4.20                  Form of  placement  agent  warrant  in  connection  with  December  2005  Equity  Financing
                      (Incorporated  by  reference  to the  Company's  Form 8-K  filed  with the  Securities  and
                      Exchange Commission on December 30, 2005)
31.1                  Certification by Chief Executive  Officer,  required by Rule 13a-14(a) or Rule 15d-14(a) of
                      the Exchange Act
31.2                  Certification by Chief Financial  Officer,  required by Rule 13a-14(a) or Rule 15d-14(a) of
                      the Exchange Act
32.1                  Certification by Chief Executive Officer, required by Rule
                      13a-14(b) or Rule 15d-14(b) of the Exchange Act and
                      Section 1350 of Chapter 63 of Title 18 of the United
                      States Code
32.2                  Certification by Chief Financial Officer, required by Rule
                      13a-14(b) or Rule 15d-14(b) of the Exchange Act and
                      Section 1350 of Chapter 63 of Title 18 of the United
                      States Code
</TABLE>











                                       15

<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                          ROO GROUP, INC.


         Dated:   May 19, 2006            By:  /s/ Robert Petty
                                              ----------------------------------
                                              Robert Petty
                                              Chief Executive Officer


         Dated:   May 19, 2006            By:  /s/ Robin Smyth
                                              ----------------------------------
                                              Robin Smyth
                                              Chief Financial Officer

























                                       16