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 JUNE 30, 2005

[_]   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)

                                 (646) 352-0260
                           (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 August 12, 2005, the
issuer had 256,491,117 outstanding shares of Common Stock.

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

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements..............................................    1
          Consolidated Balance Sheet......................................    1
          Consolidated Statements of Operations...........................    2
          Consolidated Statements of Stockholders' Equity (Deficit).......    3
          Consolidated Statements of Cash Flows...........................    4
          Notes to Consolidated Financial Statements......................    6
Item 2. Management's Discussion and Analysis or Plan of Operation.........   16
Item 3. Controls and Procedures...........................................   21

             PART II - OTHER INFORMATION

Item 1. Legal Proceedings.................................................   21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.......   21
Item 3. Defaults Upon Senior Securities...................................   22
Item 4. Submission of Matters to a Vote of Security Holders...............   22
Item 5. Other Information.................................................   22
Item 6. Exhibits and Reports on Form 8-K..................................   22

SIGNATURES................................................................   23
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements.

ROO GROUP, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------

CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2005.
(UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                                       <C>
Assets:
Current Assets:
  Cash and Cash Equivalents                                               $   120,816
  Accounts Receivable                                                       1,192,287
  Related Party Loans                                                         242,706
  Other Current Assets                                                        316,325
                                                                          -----------
  Total Current Assets                                                      1,872,134
                                                                          -----------

Marketable Equity Securities - Available for Sale                              12,365
Property and Equipment - Net                                                  479,743
Other Loans                                                                    17,196
Deferred Tax Assets                                                            16,840
Content - Net                                                                 155,487
Software - Net                                                              1,126,459
Customer List - Net                                                           460,458
Goodwill                                                                    1,990,413
                                                                          -----------
  Total Assets                                                            $ 6,131,095
                                                                          ===========

Liabilities and Stockholders' Equity:
Current Liabilities:
  Bank Overdraft                                                          $   456,351
  Accounts Payable                                                          1,022,807
  Capital Leases                                                               33,847
  Accrued Expenses                                                            254,862
  Stockholder Loans Payable                                                 1,100,000
  Related Party Loans                                                          30,233
  Income Tax Payable                                                           60,229
  Accrued Employee Benefits                                                   156,957
  Other Current Liabilities                                                   616,813
                                                                          -----------
  Total Current Liabilities                                                 3,732,099
                                                                          -----------

Non Current Liabilities:
  Convertible Note                                                          2,283,240
  Capital Leases                                                               76,327
                                                                          -----------
  Total Non-Current Liabilities                                             2,359,567
                                                                          -----------
Commitments                                                                        --
                                                                          -----------
Minority Interest                                                              36,764
                                                                          -----------

Stockholders' Equity:
  Series A Preferred Shares, $0.0001 Par Value: Authorized 10,000,000
    Shares; Issued and Outstanding 9,500,000                                      950

  Common Stock, $.0001 Par Value: Authorized 500,000,000 shares;
    Issued and Outstanding 222,891,117                                         22,290

  Paid-in Capital                                                           8,897,002

  Accumulated Deficit                                                      (8,898,228)

  Accumulated Other Comprehensive Loss                                        (19,349)
                                                                          -----------
  Total Stockholders' Equity                                                    2,665
                                                                          -----------
  Total Liabilities and Stockholders' Equity                              $ 6,131,095
                                                                          ===========
</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)
(UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                  Three months ended                     Six months ended
                                                     June 30, 2005                         June 30, 2005
                                            --------------------------------      --------------------------------
                                                 2005               2004               2005               2004
                                            -------------      -------------      -------------      -------------
<S>                                         <C>                <C>                <C>                <C>
Revenues                                    $   1,549,306      $   1,140,972      $   3,137,054      $   1,149,474
                                            -------------      -------------      -------------      -------------

Expenses:
  Operations                                    1,088,329            789,754          2,021,976            789,754
  Research and Development                        161,862             83,371            305,972            146,001
  Sales and Marketing                             476,756            115,558            912,687            168,061
  General and Administration                      763,293            501,477          1,500,832            591,160
  General and Administration (Non Cash)                --                 --          1,140,456                 --
                                            -------------      -------------      -------------      -------------

  Total Expenses                                2,490,240          1,490,160          5,881,923          1,694,976
                                            -------------      -------------      -------------      -------------

  (Loss) from Operations                         (940,934)          (349,188)        (2,744,869)          (545,502)

Non Cash Cost of Capital                               --                 --                 --           (433,747)
Cost of Capital                                        --            (72,530)                --            (72,530)
Commission on Loan Procurement                    (60,000)                --            (60,000)                --
Redemption Premium on Convertible Note            (57,143)                --            (57,143)                --
Interest Income                                     3,987                729              4,045                774
Interest Expense - Related Party                  (19,736)           (13,088)           (32,382)           (25,525)
Interest Expense - Other                         (133,350)           (24,546)          (221,229)           (29,498)
Interest Expense -Other Non Cash                       --                 --           (351,020)                --
                                            -------------      -------------      -------------      -------------

  Net (Loss) before Income Taxes               (1,207,176)          (458,623)        (3,462,598)        (1,106,028)

Income Taxes                                       12,204              3,094             40,453              3,094
                                            -------------      -------------      -------------      -------------

  Net (Loss) before minority Interest          (1,219,380)          (461,717)        (3,503,051)        (1,109,122)

Minority Interest                                   3,768              1,377             16,768              1,377
                                            -------------      -------------      -------------      -------------

  Net (Loss)                                $  (1,223,148)     $    (463,094)     $  (3,519,819)     $  (1,110,499)
                                            =============      =============      =============      =============

Net (loss) per common Share - Basic
 and Diluted                                $       (0.01)     $          --      $       (0.02)     $       (0.01)
                                            =============      =============      =============      =============

Average common shares outstanding             210,437,271        173,178,796        209,237,271        165,569,265
                                            =============      =============      =============      =============

Comprehensive (Loss):
  Net (Loss)                                $  (1,223,148)     $    (463,094)     $  (3,519,819)     $  (1,110,499)
  Foreign Currency Translation                     (3,171)           (11,063)            (9,394)           (11,170)
  Fair Market Value Adjustment for
    available for sale securities                     770                 --             (2,658)                --
                                            -------------      -------------      -------------      -------------

  Comprehensive (Loss)                      $  (1,225,549)     $    (474,157)     $  (3,531,871)     $  (1,121,669)
                                            =============      =============      =============      =============
</TABLE>

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


                                       2
<PAGE>

                         Roo Group, Inc and Subsidiaries
            Consolidated Statements of Stockholders' Equity (Deficit)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                                      Other
                                                                       Preference                   Common          Additional
                                                      Series A           Shares        Common        Stock           Paid-in
                                                  Preference Shares     Par Value       Stock      Par Value         Capital
                                                  -----------------------------------------------------------------------------
<S>                                                     <C>                <C>       <C>               <C>           <C>
Balance December 31, 2003                                                            157,669,130       15,767          393,341
Issue of stock for services                                                            5,148,200          515          464,305
Issue of options for services                                                                                          347,232
Issue of stock in private placements                                                   7,674,474          767          828,601
Issue of stock for acquision of Reality Group                                          8,360,000          836        2,507,164
Issue of stock for acquision of Undercover Media                                       1,000,000          100          149,900
Deferred Marketing Expenses                                                                                           (311,278)
Foreign currency translation adjustment
Profit (Loss) for six months June 30, 2004
                                                  -----------------------------------------------------------------------------
Balance June 30, 2004                                           0             0      179,851,804       17,985        4,379,265
                                                  =============================================================================

Balance December 31, 2004                                       0             0      195,583,425       19,559        6,910,989
Issue of options for services                                                                                          190,456
Issue of Preference Shares for services                 2,000,000           200                                        199,800
Issue of Preference Shares as
    Performance Bonuses                                 7,500,000           750                                        749,250
Computed discount on convertible debt                                                                                   32,338
Beneficial conversion feature of
    convertible debt                                                                                                   351,020
Issue of stock conversion of convertible debt                                         25,307,692        2,531          419,349
Issue of stock Videodome Share Purchase                                                2,000,000          200           43,800
Foreign currency translation adjustment
Fair market value adjustment for
    available for sale securities
Profit (Loss) for six months June 30, 2005
                                                  -----------------------------------------------------------------------------
Balance June 30, 2005                                   9,500,000           950      222,891,117       22,290        8,897,002
                                                  =============================================================================

<CAPTION>
                                                                  Accumulated
                                                                     Other          Total
                                                  Accumulated    Comprehensive   Stockholders'
                                                   (Deficit)        Income          Equity
                                                                    (Loss)        (Deficit)
                                                  --------------------------------------------
<S>                                               <C>                  <C>           <C>
Balance December 31, 2003                         (1,152,642)          (12,938)       (756,472)
Issue of stock for services                               --                --         464,820
Issue of options for services                                                          347,232
Issue of stock in private placements                      --                --         829,368
Issue of stock for acquision of Reality Group                                        2,508,000
Issue of stock for acquision of Undercover Media                                       150,000
Deferred Marketing Expenses                                                           (311,278)
Foreign currency translation adjustment                                (11,170)        (11,170)
Profit (Loss) for six months June 30, 2004        (1,110,499)                       (1,110,499)
                                                  --------------------------------------------
Balance June 30, 2004                             (2,263,141)          (24,108)      2,110,001
                                                  ============================================

Balance December 31, 2004                         (5,378,409)           (7,297)      1,544,842
Issue of options for services                                                          190,456
Issue of Preference Shares for services                                                200,000
Issue of Preference Shares as
    Performance Bonuses                                                                750,000
Computed discount on convertible debt                                                   32,338
Beneficial conversion feature of
    convertible debt                                                                   351,020
Issue of stock conversion of convertible debt                                          421,880
Issue of stock Videodome Share Purchase                                                 44,000
Foreign currency translation adjustment                                 (9,394)         (9,394)
Fair market value adjustment for
    available for sale securities                                       (2,658)         (2,658)
Profit (Loss) for six months June 30, 2005        (3,519,819)                       (3,519,819)
                                                  --------------------------------------------
Balance June 30, 2005                             (8,898,228)          (19,349)          2,665
                                                  ============================================
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       3
<PAGE>

ROO GROUP, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                       Six months ended
                                                                           June 30,
                                                                     2005             2004
                                                                 ----------------------------
<S>                                                              <C>              <C>
Operating activities:
  Net (Loss)                                                     $(3,519,819)     $(1,110,499)
                                                                 -----------      -----------
  Adjustments to reconcile net (loss) to net cash provided
    (used) by operating activities:
    Depreciation                                                      63,680           20,688
    Bad and Doubtful Debts                                            11,977               --
    Amortization of Client Lists                                      81,256           27,085
    Amortization of content                                          103,439               --
    Amortization of Software                                         134,776               --
    Non cash cost of capital                                              --          433,747
    Stock issued for consulting services                             190,456            7,553
    Stock issued for consulting services                             200,000          138,722
    Stock issued as performance bonuses                              750,000               --
    Amortizations of Debt Discount and Beneficial
       Conversion Features                                           440,033               --
    Minority Interest in Reality                                      16,768               --

  Changes in assets and liabilities:
    (Increase) decrease in:
      Accounts receivable                                           (252,946)         (81,273)
      Other assets                                                   (85,176)           7,088

    Increase (decrease) in:
      Accounts payable                                               618,173         (172,980)
      Accrued Expenses                                              (169,954)         125,762
      Income Tax payable                                             (10,505)            (970)
      Accrued Employee Benefits                                       32,240             (302)
      Other liabilities                                               (2,727)         170,342

  Total adjustments                                                2,121,490          675,462
                                                                 -----------      -----------

  Net cash (used) by operating activities - Forward               (1,398,329)        (435,037)
                                                                 -----------      -----------

Investing activities:
  Capitalization of Content                                         (102,183)              --
  Purchase of equipment                                             (148,845)         (19,205)
  Deferred payment Reality shareholders                                   --               --
  Investment in VideoDome                                           (100,000)              --
  Net cash received in acquisition of Reality & VideoDome                 --           30,374
                                                                 -----------      -----------

  Net cash (used)/provided by investing activities - Forward     $  (351,028)     $    11,169
</TABLE>

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


                                       4
<PAGE>

ROO GROUP, INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                      Six months ended
                                                                                           June 30,
                                                                                     2005             2004
                                                                                 ----------------------------
<S>                                                                              <C>              <C>
  Net cash (used)/provided by operating activities - Forwarded                   $(1,398,329)     $  (435,037)
                                                                                 -----------      -----------

  Net cash (used) by investing activities - Forwarded                               (351,028)          11,169
                                                                                 -----------      -----------

Financing activities:
  Capital contribution                                                                    --          750,120
  Increase (Decrease) in Bank Overdraft                                              194,709          (42,596)
  Increase in related party loans                                                    (39,549)              --
  (Decrease) in related party loans                                                       --          (68,021)
  Increase in stockholder loan                                                       600,000           87,981
  (Decrease) in stockholder loan                                                          --          (88,641)
  Convertible Note                                                                   965,000               --
  Repayment of Convertible Note                                                     (142,857)              --
  Repayment of Note payable                                                               --          (62,500)
  Repayment of capital leases                                                        (13,177)          (5,085)
                                                                                 -----------      -----------

  Net cash provided by financing activities                                        1,564,126          571,258
                                                                                 -----------      -----------

Effect of exchange rate changes on cash                                              (15,555)         (17,426)
                                                                                 -----------      -----------

  Net (decrease) increase in cash                                                   (200,786)         129,964

Cash at beginning of periods                                                         321,602           26,371
                                                                                 -----------      -----------

  Cash at end of periods                                                         $   120,816      $   156,335
                                                                                 ===========      ===========

Supplemental Cash Flow Information:
Cash paid during the periods for:
Interest                                                                         $   112,365      $    55,023
Income taxes                                                                     $    66,137      $        --

Supplemental disclosure of non-cash financing and investing activities
Purchase agreement of Videodome Networks.com Inc.(see note 9)                    $    44,000      $        --
Conversions of Convertible Notes (see note 9)                                    $   421,881      $        --
</TABLE>

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


                                       5
<PAGE>

ROO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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 six months  ended June 30,  2005 are not  necessarily
indicative of the results that may be expected for the year ending  December 31,
2005.  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, 2004.

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 losses before income tax of approximately $1,207,000 for the three
months ended June 30, 2005, compared to $459,000 for the three months ended June
30, 2004 and  $3,463,000  for the six months  ended June 30,  2005,  compared to
$1,106,000 for the six months ended June 30, 2004. Additionally,  as of June 30,
2005, we had a net working capital  deficiency of  approximately  $1,860,000 and
negative cash flows from operating activities of approximately $1,398,000. 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 the second
half of fiscal 2005, primarily as a result of an increase in sales, and plans to
raise  financing  through  various  methods to  achieve  their  business  plans,
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.


(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 80% subsidiary Reality
Group  Pty.  Ltd.  ("Reality").  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 Pty Ltd.  ("Undercover"),  its 76%-owned subsidiary
ROO Media Europe Pty Ltd, its wholly owned subsidiary ROO  Broadcasting  Limited
and its wholly owned  subsidiary ROO TV Pty Ltd.  Included in the  consolidation
with Bickhams is Bickhams' wholly owned subsidiary VideoDome, 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 affect 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, related party
amounts,  accounts payable and accrued liabilities approximate their fair values
because of the immediate or short-term maturity of these financial  instruments.
The values of our debt  instruments  approximate  their carrying values based on
rates currently available to us.

(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.


                                       6
<PAGE>

ROO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
--------------------------------------------------------------------------------

(2) Summary of Significant Accounting Policies (Continued)

(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 [See Note
5].

(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 has been 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.   As  of  June  30,  2005,  two  customers  accounted  for
approximately  26%  and  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. The allowance as of June 30, 2005 was $52,494.

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 provide 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.

(K) Earnings  (Loss) Per Share  Calculation - Net loss per share is based on the
weighted average number of shares  outstanding.  reflecting the shares issued in
the merger as outstanding for all periods presented.

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.  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.


                                       7
<PAGE>

ROO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
--------------------------------------------------------------------------------

(2) Summary of Significant Accounting Policies (Continued)

(L) Stock-Based Compensation - We account for stock-based compensation utilizing
the  intrinsic  value method in  accordance  with the  provisions  of Accounting
Principles  Board  Opinion  No. 25 (APB  25),  "Accounting  for Stock  Issued to
Employees" and related Interpretations.  Accordingly, no compensation expense is
recognized  because the exercise prices of these employee stock options equal or
exceed the estimated fair market value of the  underlying  stock on the dates of
grant.

In December 2004, the Financial  Accounting Standards Board ("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 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.  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 currently  utilize a standard option pricing model (i.e.,  Black-Scholes)  to
measure  the fair value of stock  options  granted  to  employees  for  proforma
purposes.  While SFAS 123R permits entities to continue to use such a model, the
standard also permits the use of a "lattice"  model.  We have not yet determined
which model we will use to measure the fair value of employee stock options upon
the adoption of SFAS 123R.

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.

We currently expect to adopt SFAS 123R effective  January 1, 2006;  however,  we
have not yet determined  which of the  aforementioned  adoption  methods we will
use.

(M) Non Cash Cost of Capital - During the six month  periods ended June 30, 2005
and 2004, non cash cost of capital  included  options issued for capital raising
services  and options  attached to stock issued for cash which were valued using
the Black-Scholes method totaling $-0- and $433,747, respectively.

(N)  Advertising  Expense  - Our  policy  is to  expense  advertising  costs  as
incurred. We incurred no significant advertising expense in the six months ended
June 30, 2005 or 2004.


                                       8
<PAGE>

ROO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
--------------------------------------------------------------------------------

(3) Marketable Securities - At Fair Value

The Company has classified its investments in marketable securities as available
for sale in conformity with generally accepted accounting principles.

Cost and fair value of marketable  securities  available for sale as of June 30,
2005 are as follows:

                                       Unrealized     Unrealized
                           Cost           Gain          Losses       Fair Value
                        ----------     ----------     ----------     ----------

Common Stock            $   25,338     $       --     $   12,973     $   12,365
                        ==========     ==========     ==========     ==========

Available for sale securities are valued at fair value,  with  unrealized  gains
and losses shown as a separate  component of stockholders'  equity.  For the six
months  ended June 30, 2005,  comprehensive  income/(loss)  includes  unrealized
holding losses of $2,658.

Realized gains and losses are determined on the basis of sales price compared to
original  cost.  Cost is determined  under the specific  identification  method.
During the six months ended June 30,  2005,  sales  proceeds and gross  realized
gains and losses on securities classified as available for sale were:

                                                                           2005
                                                                         -------

Sales Proceeds                                                           $   NIL
                                                                         =======

Gross Realized Losses                                                    $   NIL
                                                                         =======

Gross Realized Gains                                                     $   NIL
                                                                         =======

The unrealized loss on marketable  securities,  which is included as a component
of  accumulated  other  comprehensive  loss in the  accompanying  balance sheet,
totaled $12,973.

(4) Leases

The Company is a party to a number of noncancelable  lease agreements  primarily
involving office premises and computer equipment.  Computer equipment leases are
generally  for 3-year  periods and the lease of office  premises is for a 4-year
period ending April 2006. The office  premises lease has a renewal option for an
additional 3-year term.

The following is a schedule of future minimum  payments under capital leases and
operating  leases and obligations  under capital leases (present value of future
minimum rentals) as of June 30, 2005.

Periods January to December               Operating
unless stated otherwise                    Capital      Property       Total
-----------------------                    --------     --------     --------

2005 July-December                         $ 30,479     $177,770     $208,249
2006                                         23,320      179,133      202,453
2007                                         32,260      136,156      168,416
2008                                         32,551      120,200      152,751

2009 and Thereafter                              --           --           --
                                           --------     --------     --------

Total Minimum Lease Payments                118,610     $613,259     $731,869
                                                        ========     ========
Less Amount Representing Interest             8,437
                                           --------

Total Obligations Under Capital Leases     $110,173
                                           ========

Rent expense amounted to $79,211 and $26,980 for the three months ended June 30,
2005 and 2004,  respectively  and  $138,347 and $29,271 for the six months ended
June 30, 2005 and 2004, respectively.


                                       9
<PAGE>

ROO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
--------------------------------------------------------------------------------

(5) Property and Equipment

Property and equipment at June 30, 2005 consists of the following:

<TABLE>
<CAPTION>
                                  Plant and                   Motor
                                  Equipment                  Vehicles
                     Plant and     Capital      Motor        Capital     Computer       Other
                     Equipment      Lease      Vehicles       Lease      Software     Equipment      Total
                     ---------    ---------    ---------    ---------    ---------    ---------    ---------
<S>                  <C>          <C>          <C>          <C>          <C>          <C>          <C>
Cost                 $ 175,415    $   8,849    $   3,986    $ 105,586    $  35,879    $ 278,456    $ 608,171
Accumulated
Depreciation           (39,227)      (2,154)        (585)     (16,582)     (14,960)     (54,920)    (128,428)
                     ---------    ---------    ---------    ---------    ---------    ---------    ---------

Net                  $ 136,188    $   6,695    $   3,401    $  89,004    $  20,919    $ 223,536    $ 479,743
                     =========    =========    =========    =========    =========    =========    =========

Estimated Useful
 Life                10 years      3 years      6 years      7 years      2 years      5 years
</TABLE>

Depreciation  expense  (including  amortization of capital lease assets) totaled
$29,048  and  $18,501  for the  three  months  ended  June 30,  2005  and  2004,
respectively, and $63,679 and $20,688 for the six months ended June 30, 2005 and
2004, respectively.

(6) Income Taxes

The provision (benefit) for income taxes consisted of the following:

                                      Three Months Ended      Six Months Ended
                                            June 30                 June 30,
                                      ------------------     ------------------
                                        2005       2004        2005       2004
                                      -------    -------     -------    -------
Current:
  Australian Federal Tax Expense      $10,924    $ 5,589     $15,645    $ 5,589
Non Current:
  Australian Federal Tax Expense        1,280     (2,495)     24,808     (2,495)
                                      -------    -------     -------    -------
Totals                                $12,204    $ 3,094     $40,453    $ 3,094
                                      =======    =======     =======    =======

Reported  income tax expense  differs from the amount of income tax expense that
would  result  from  applying  federal  tax  rates  due  to the  application  of
Australian tax law.


                                       10
<PAGE>

ROO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
--------------------------------------------------------------------------------

(6) Income Taxes (Continued)

The components of deferred tax assets and liabilities were as follows:

                                                                 June 30,
                                                            -------------------
                                                              2005       2004
                                                            -------     -------
Deferred Tax Assets:
Provision Accounts                                          $12,959     $13,168
Depreciation                                                    608        (261)
Other Liabilities                                             3,273       4,107
                                                            -------     -------
Totals                                                      $16,840     $17,014
                                                            =======     =======

(7) Goodwill and Intangible Assets

Goodwill of $1,990,413 represents the excess of acquisition costs over the fair
value of net assets of the Reality acquisition.

At June 30, 2005 intangible assets include the following:

                              Customer List       Software           Content
                              -------------     -------------     -------------

Cost                          $     650,054     $   1,299,761     $     344,639
Less Amortization                  (189,596)         (173,302)         (189,152)
                              -------------     -------------     -------------

Totals                        $     460,458     $   1,126,459     $     155,487
                              =============     =============     =============

The customer lists were acquired as a component of the Reality  acquisition  and
are  being  amortized  over a 4 year  period on a  straight  line  basis.  It is
estimated that the aggregate annual amortization  expense for each of the next 3
years will be $162,510 for customer lists.  The software is being amortized over
a 5 year  period on a straight  line  basis.  It is  estimated  that the minimum
aggregate  annual  amortization  expense  for each of the  next 4 years  will be
$259,952  for  software.  Content  is  made  up of  digital  videos,  audio  and
photographs  and is capitalized at the cost of production.  Content is amortized
over a 2 year period on a straight line basis.  It is estimated that the minimum
amortization  of content  costs will total  $126,978  and  $33,473 for the years
ending December 31, 2006 and 2005, respectively.

Amortization  for the three and six months ended June 30, 2004 and 2005 amounted
to $27,085 and $27,085 and $171,448 and $319,471, respectively.

The Company's  policy is to regularly  review goodwill and intangible  assets to
determine if they have been permanently  impaired by adverse  conditions.  As at
June 30, 2005 management  does not believe the goodwill or intangible  assets to
be impaired

(8) Shareholder Loan Payable

The Company has  periodically  received cash  advances from its Chief  Executive
Officer.  These  amounts are  recorded  as a loan  payable by the  Company.  The
interest on the loan is 10% per annum and the outstanding balance as of June 30,
2005 was  $1,100,000.  Interest  expense  for this loan  amounts to $19,736  and
$13,088  for the three  months  ended June 30, 2005 and 2004,  respectively  and
$32,382  and  $25,525  for  the  six  months  ended  June  30,  2005  and  2004,
respectively.


                                       11
<PAGE>

ROO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
--------------------------------------------------------------------------------

(9) Stock Issuances

On April 6, 2005 the Company  issued  300,000  shares of common stock  converted
under the callable secured  convertible  notes  agreement.  The stock issued was
valued at $0.0288 per share to reduce the amount owing on the convertible  notes
by a total of $8,640.

On April 13, 2005 the Company issued  300,000  shares of common stock  converted
under the callable secured  convertible  notes  agreement.  The stock issued was
valued at $0.0252 per share to reduce the amount owing on the convertible  notes
by a total of $7,560.

On April 20, 2005 the Company issued  300,000  shares of common stock  converted
under the callable secured  convertible  notes  agreement.  The stock issued was
valued at $0.0222 per share to reduce the amount owing on the convertible  notes
by a total of $6,660.

On April 29, 2005 the Company issued  4,807,692 shares of common stock converted
under the callable secured  convertible  notes  agreement.  The stock issued was
valued at $0.0208 per share to reduce the amount owing on the convertible  notes
by a total of $100,000.

On May 9, 2005 the  requirements  of the second  milestone in the stock purchase
agreement with Bickhams Media and Daniel and Vardit  Aharonoff dated November 1,
2004, being Commercial Launch of combined platform ROO Media and VideoDome Media
Manager  platform,  was met.  Therefore, the Company  authorized  the payment of
$100,000 and issued 2,000,000 shares of common stock.

On May 10, 2005 the Company issued  6,900,000  shares of common stock  converted
under the callable secured  convertible  notes  agreement.  The stock issued was
valued at $0.0138 per share to reduce the amount owing on the convertible  notes
by a total of $95,220.

On May 13, 2005 the Company issued  10,300,000  shares of common stock converted
under the callable secured  convertible  notes  agreement.  The stock issued was
valued at $0.0121 per share to reduce the amount owing on the convertible  notes
by a total of $124,630.

(10) Callable Secured Convertible Notes

On September 10, 2004, the company entered into a Securities  Purchase Agreement
with AJW Offshore,  Ltd., AJW Qualified Partners, LLC, AJW Partners, LLC and New
Millennium  Capital  Partners II, LLC for the sale of (i) $3,000,000 in callable
secured  convertible notes and (ii) warrants to purchase 3,000,000 shares of our
common stock.

The investors are obligated to provide us with the funds as follows:

o     $1,000,000 was disbursed on September 13, 2004;

o     $1,000,000 was disbursed on November 26, 2004; and

o     $1,000,000 was disbursed on February 9, 2005.

The callable  secured  convertible  notes bear  interest at 8%, mature two years
from the date of issuance,  and are  convertible  into our common stock,  at the
investors' option, at the lower of:

o     $0.20; or

o     65% of the average of the three  lowest  intraday  trading  prices for the
      common  stock on the  Over-The-Counter  Bulletin  Board for the 20 trading
      days before but not including the conversion date.


                                       12
<PAGE>

ROO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
--------------------------------------------------------------------------------

(10) Callable Secured Convertible Notes (Continued)

Upon placement of the callable secured convertible notes and the issuance of the
detachable  warrants,  the Company recorded this event under the guidance of the
Emerging  Issues Task Force (EITF) issue number 00-27  "Application of issue No.
98-5 to Certain Convertible Instruments".

The Company computed the value of the beneficial  conversion feature as $585,040
for first  placement,  $469,804  for the second  placement  and $351,020 for the
third  placement  and these were charged to interest  expense.  The Company also
recorded a discount of $46,576 for the first  placement,  $43,006 for the second
placement and $32,338 for the third placement for the detachable warrants issued
in conjunction with the callable secured convertible notes. The convertible note
is shown net of the unamortized  discount on the balance sheet.  The discount is
being  amortized on a straight line basis over the life of the callable  secured
convertible notes. Amortization expense for the discount amounted to $15,199 and
$0 for the three  months ended June 30, 2005 and 2004  respectively  and $28,503
and $0 for the six months ended June 30, 2005 and 2004 respectively.

On May 12, 2005, ROO Group, Inc. (the "Company") entered into a letter agreement
with the holders of the Company's  outstanding  $3,000,000  principal  amount of
callable secured  convertible notes (the "Notes").  In consideration for the sum
of $200,000  cash,  the note holders  agreed not to convert any amount due under
the Notes at a  conversion  price  less than  $0.10 per share for a period of 60
calendar days after the date such Holders are paid the $200,000. The $200,000 is
to be applied as follows:  (1) $142,857 to the outstanding  principal balance on
the Notes,  and (2) $57,143 as the redemption  premium,  in accordance  with the
terms of the Notes.  These  amounts were paid to each note holder in  accordance
with  each  note  holder's  proportionate   ownership  of  the  total  aggregate
$3,000,000 principal amount of the Notes on May 19, 2005. In addition,  the note
holders consented to a loan from Robert Petty, the Company's  Chairman and Chief
Executive Officer, to the Company in the amount of $600,000 on the same terms of
the currently outstanding $500,000 debt owed by the Company to Mr. Petty.

(11) Subsequent Events

On July 18, 2005,  ROO Group,  Inc.  (the  "Company")  entered into a Securities
Purchase  Agreement with AJW Offshore,  Ltd., AJW Qualified  Partners,  LLC, AJW
Partners,  LLC and New Millennium  Capital Partners II, LLC for the sale of: (i)
$2,500,000 in callable secured  convertible notes; and (ii) warrants to purchase
5,000,000 shares of the Company's common stock. The callable secured convertible
notes and the warrants will be issued to the investors pursuant to the exemption
from registration  under Section 4(2) of the Securities Act of 1933, as amended,
and Rule 506 promulgated thereunder.

The  investors  are  obligated to provide the Company with the funds as follows:
(i) $550,000 was  disbursed on July 19, 2005;  and (ii)  approximately  $177,273
will be  disbursed on the final  business day of each month  beginning in August
2005 and ending June 2006. However,  the entire $2,500,000 must be funded by the
investors  within  five  business  days after  effectiveness  of a  registration
statement  covering the number of shares of common stock underlying the callable
secured convertible notes and the warrants.


                                       13
<PAGE>

ROO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
--------------------------------------------------------------------------------

(11) Subsequent Events (Continued)

The  callable  secured  convertible  notes  mature  three years from the date of
issuance and bear  interest at 8% per annum,  provided  that no interest will be
due for any month in which the trading  price of the  Company's  common stock is
greater than  $0.02575 for each trading day of the month.  The callable  secured
convertible  notes  are  convertible  into  the  Company's  common  stock at the
investors' option, at the lower of: (i) $0.10 (the "Fixed Conversion Price"); or
(ii) 50% of the  average of the three  lowest  intraday  trading  prices for the
common  stock on the OTC  Bulletin  Board for the 20 trading days before but not
including the conversion  date. The Fixed  Conversion  Price will be adjusted in
the event the  Company  issues  common  stock at a price below  $0.10,  with the
exception of securities granted under employee stock option plans.

The Company may prepay the  callable  secured  convertible  notes in full if the
Company  pays the  investors  an amount in cash  equal to  either:  (i) 125% for
prepayments  occurring  within  30  days  of  the  issue  date;  (ii)  135%  for
prepayments  occurring  between 31 and 60 days of the issue date;  or (iii) 150%
for  prepayments  occurring  after the 60th day following the issue date. If the
trading  price of the  Company's  common  stock is below $0.10 for each day of a
particular  month after the issue date,  the Company may prepay a portion of the
outstanding  principal amount of the callable secured convertible notes equal to
104% of the principal amount divided by 36 plus one month's interest.  Each time
the  Company  prepays  a  portion  of the  outstanding  principal  amount of the
callable secured  convertible notes, the investors may not convert any amount of
notes during the  remainder of the month in which the Company  makes the partial
prepayment.

Upon a default under the terms of the callable  secured  convertible  notes, the
Company must pay the investors 130% of the principal amount plus unpaid interest
due, if any. In addition,  the Company granted the investors a security interest
in  substantially  all of its  assets,  including  the  assets of  wholly  owned
subsidiaries,  and intellectual property. The Company also granted the investors
a security  interest in all of the capital stock of any corporation owned by the
Company.

The Company is required to file a registration statement with the Securities and
Exchange Commission, which will include the common stock underlying the callable
secured  convertible  notes and the  warrants,  within 30 days from receipt of a
written demand from the investors for the Company to do so. If the  registration
statement  is not  declared  effective  within 120 days  following  the investor
demand, the Company is required to pay liquidated damages to the investors in an
amount  equal  to three  percent  of the  outstanding  principal  amount  of the
callable secured  convertible notes per month. In the event the Company breaches
any representation or warranty in the Securities Purchase Agreement, the Company
is required to pay liquidated  damages in shares or cash, at the election of the
investors,  in an amount  equal to three  percent of the  outstanding  principal
amount of the  callable  secured  convertible  notes per month plus  accrued and
unpaid interest.

The  warrants  are  exercisable  until five years from the date of issuance at a
purchase price of $0.20 per share.  The investors may exercise the warrants on a
cashless  basis if the shares of common  stock  underlying  the warrants are not
then registered pursuant to an effective  registration  statement.  In the event
the investors  exercise the warrants on a cashless basis,  then the Company will
not receive any proceeds.  In addition,  the exercise price of the warrants will
be  adjusted  in the event the  Company  issues  common  stock at a price  below
market,  with the exception of: (i) any securities  issued as of the date of the
warrants;  (ii) any stock or options which may be granted or exercised under any
employee  benefit plan; or (iii) any shares of common stock issued in connection
with the callable  secured  convertible  notes issued pursuant to the Securities
Purchase Agreement.


                                       14
<PAGE>

ROO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
--------------------------------------------------------------------------------

(11) Subsequent Events (Continued)

The conversion price of the callable secured  convertible notes and the exercise
price of the warrants may also be adjusted in certain  circumstances  such as if
the Company pays a stock dividend,  subdivides or combines outstanding shares of
common  stock  into a greater or lesser  number of  shares,  or takes such other
actions as would otherwise result in dilution of the investors' position.

The investors  have agreed to restrict  their ability to convert their  callable
secured  convertible  notes or exercise their warrants and receive shares of the
Company's  common  stock such that the number of shares of common  stock held by
them in the aggregate  and their  affiliates  after such  conversion or exercise
does not exceed 4.9% of the then issued and outstanding shares of common stock.

On July 19, 2005 the Company issued  10,800,000 shares of common stock converted
under the callable secured  convertible  notes  agreement.  The stock issued was
valued at $0.0013 per share to reduce the amount owing on the convertible  notes
by a total of $140,400.

On July 22, 2005 the Company issued  11,400,000 shares of common stock converted
under the callable secured  convertible  notes  agreement.  The stock issued was
valued at $0.0114 per share to reduce the amount owing on the convertible  notes
by a total of $129,960.

On July 29, 2005 the Company issued  11,400,000 shares of common stock converted
under the callable secured  convertible  notes  agreement.  The stock issued was
valued at $0.0101 per share to reduce the amount owing on the convertible  notes
by a total of $115,140.

                               . . . . . . . . . .


                                       15
<PAGE>

Item 2.      Management's Discussion and Analysis or Plan of Operation.

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 and six months ended June 30, 2005 and 2004.
The consolidated  financial  statements include the accounts of the Company, its
wholly owned  subsidiary  ROO Media  Corporation,  its wholly  owned  subsidiary
Bickhams  and its  80%  subsidiary  Reality  Group  Pty.  Ltd.  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  Pty  Ltd.,  its  76%-owned
subsidiary   ROO  Media  Europe  Pty  Ltd,  its  wholly  owned   subsidiary  ROO
Broadcasting Limited and its wholly owned subsidiary ROO TV Pty Ltd. Included in
the consolidation with Bickhams is Bickhams' wholly owned subsidiary  VideoDome,
Inc. 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.

Certain statements  contained herein may constitute  forward-looking  statements
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.
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.

We operate as a digital media company in the business of providing  products and
solutions to a global base of clients  enabling the  broadcast of topical  video
content from their Internet websites.  We specialize in providing the technology
and content  required  for video to be played on  computers  via the Internet as
well as  emerging  broadcasting  platforms  such as set top boxes  and  wireless
devices  (i.e.,  mobile  phones  and  PDAs).  Our core  activities  include  the
aggregation  of  video  content,   media  management,   traditional  and  online
advertising, hosting, and content delivery.

RESULTS OF OPERATIONS - THREE AND SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO THE
THREE AND SIX MONTHS ENDED JUNE 30, 2004

REVENUES

Total revenues  increased by $408,334 from $1,140,972 for the three months ended
June 30,  2004 to  $1,549,306  for the three  months  ended  June 30,  2005,  an
increase of 36%, and by $1,987,580 from $1,149,474 for the six months ended June
30, 2004 to  $3,137,054  for the six months ended June 30, 2005,  an increase of
173%.  The  increase  over the periods  reflects  the  inclusion  of revenues of
Reality Group Pty Ltd. from the date of the  acquisition of that company and the
increasing sales revenue from operations.

EXPENSES

OPERATIONS. Operating expenses increased by $298,575 from $789,754 for the three
months  ended June 30, 2004 to  $1,088,329  for the three  months ended June 30,
2005,  an increase of 38%, and by  $1,232,222  from  $789,754 for the six months
ended June 30, 2004 to  $2,021,976  for the six months ended June 30,  2005,  an
increase of 156%.  The  increase  over the periods  reflects  the  inclusion  of
operating expenses of Reality Group Pty Ltd. from the date of the acquisition of
that company and the increasing costs associated with revenue generation.  These
expenses are  primarily the costs  directly  associated  with the  generation of
revenues.  They include  content costs,  photography  and  production  costs and
printing of finished materials.

RESEARCH AND DEVELOPMENT. Research and development expenses consist primarily of
salaries and related  personnel  costs,  and  consulting  fees  associated  with
product development. Research and development expenses increased by $78,491 from
$83,371  for the three  months  ended June 30,  2004 to  $161,862  for the three
months  ended June 30,  2005,  an  increase  of 94%.  Research  and  development
expenses  increased by $159,971  from $146,001 for the six months ended June 30,
2004 to $305,972 for the six months  ended June 30,  2005,  an increase of 110%.
The  increase in research  and  development  expenses  was due  primarily to the
increase  in  development   activities   associated  with  enhancements  to  our
management platform which was acquired in the acquisition of Videodome Networks,
Inc.


                                       16
<PAGE>

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 $361,198 from $115,558 for the three months
ended June 30, 2004 to $476,756 for the three  months  ended June 30,  2005,  an
increase of 313%,  and by $744,626  from  $168,061 for the six months ended June
30,  2004 to $912,687  for the six months  ended June 30,  2005,  an increase of
443%.  This  increase  was due  primarily  to the  inclusion  of the  sales  and
marketing  expenses of Reality Group Pty Ltd. and  increased  costs in the sales
and marketing of our products.

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
increased by $261,816  from $501,477 for the three months ended June 30, 2004 to
$763,293 for the three  months  ended June 30, 2005,  an increase of 52%, and by
$2,050,128  from  $591,160 for the six months ended June 30, 2004 to  $2,641,288
for the six months ended June 30, 2005,  an increase of 347%.  This increase was
due primarily to providing  administrative  support to the increased activity of
operations  and the issuance of stock and options  valued at $1,140,456 of which
$750,000 were to our directors  and executive  officers,  Robert Petty and Robin
Smyth, as performance bonuses.

REDEMPTION PREMIUM ON CONVERTIBLE NOTE

On May 19, 2005,  we applied  $200,000 of the $600,000  gross  proceeds from Mr.
Petty's loan to redeem $142,857  principal  amount of the Company's  outstanding
$3,000,000   principal  amount  of  callable  secured   convertible  notes.  The
difference  between the amount paid and the principal amount redeemed of $57,143
was expensed as a redemption premium on the convertible note.

INTEREST INCOME

Interest  Income  increased  by $3,258 from $729 for the three months ended June
30,  2004 to $3,987 for the three  months  ended June 30,  2005,  an increase of
447%,  and by $3,271 from $774 for the six months  ended June 30, 2004 to $4,045
for the six months ended June 30, 2005, an increase of 423%.

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 increased
by $6,648 from  $13,088 for the three  months ended June 30, 2004 to $19,736 for
the three  months  ended June 30,  2005,  an increase of 51%, and by $6,857 from
$25,525  for the six months  ended June 30,  2004 to $32,382  for the six months
ended June 30, 2005,  an increase of 27%. The increase is due to the increase in
the  amount  of loan  outstanding  and the  amortization  of debt  discount  and
beneficial conversion features.

INTEREST EXPENSE, OTHER

Interest  expense,  other,  includes  the interest  payable to callable  secured
convertible  notes. The expense increased by $108,804 from $24,546 for the three
months ended June 30, 2004 to $133,350 for the three months ended June 30, 2005,
an increase of 443%,  and by $163,707 from $29,498 for the six months ended June
30,  2004 to $221,229  for the six months  ended June 30,  2005,  an increase of
650%.  The  increase  is  due to  the  increasing  amount  of  callable  secured
convertible  notes  outstanding  and  the  amortization  of  debt  discount  and
beneficial conversion features.

INTEREST EXPENSE, OTHER NON CASH

Interest expense, other non cash is the amount the company computed as the value
of the  beneficial  conversion  feature of the third  placement  of the callable
secured convertible note which was charged to interest expense.


                                       17
<PAGE>

NET LOSS BEFORE INCOME TAXES

Net loss before income taxes was  $1,207,176 for the three months ended June 30,
2005,  compared to a net loss of $458,623  for the three  months  ended June 30,
2004, an increase of $748,553 or 163%,  and  $3,462,598 for the six months ended
June 30,  2005,  compared to a net loss of  $1,106,028  for the six months ended
June 30, 2004, an increase of  $2,356,570 or 213%.  The increase in our net loss
is due to the increase in activities to develop products for revenue  generation
sales  and  marketing  expenses  in  generating  revenue  and  the  increase  in
administrative expenses to support these activities, which are described above.

LIQUIDITY AND CAPITAL RESOURCES

From ROO Media  Corporation's  inception through June 30, 2005, we have financed
our  activities  through  funding from a loan facility  from Robert  Petty,  our
Chairman  and  Chief  Executive  Officer,  and  through  private  placements  of
convertible debt with detachable warrants.

Net cash used in operating  activities  was  $1,398,329 for the six months ended
June 30, 2005,  compared to $435,037 for the six months ended June 30, 2004,  an
increase of 214%.  The  increase  in net cash used in  operating  activities  is
primarily the result of the increase in our net operating losses.

Net cash used in investing activities was $351,028 for the six months ended June
30,  2005,  compared to net cash  provided by investing  activities  for the six
months  ended June 30, 2004 of $11,169,  an increase in net cash used  investing
activities of $362,197. The increase in net cash used in investing activities is
primarily the result of the cost of acquisitions,  purchase of equipment and the
capitalization of content costs.

Net cash  provided by financing  activities  was  $1,564,126  for the six months
ended June 30, 2005 compared to $571,258 for the six months ended June 30, 2004,
an increase of $992,868 or 174%.  The increase in net cash provided by financing
activities  was primarily due to an increase in the loan from Robert Petty,  our
Chairman and Chief Executive  Officer and a debt financing through a convertible
note, which is described below.

We entered into a Securities  Purchase Agreement with four accredited  investors
on  September  10,  2004  for the sale of (i)  $3,000,000  in  callable  secured
convertible  notes and (ii)  warrants  to  purchase  3,000,000  shares of common
stock. On February 9, 2005, the third tranche of the  transaction  closed and we
issued an aggregate  principal amount of $1,000,000 callable secured convertible
notes and warrants to purchase an aggregate of 1,000,000  shares of common stock
in consideration for net proceeds of $965,000.

The callable  secured  convertible  notes bear  interest at 8%, mature two years
from the date of issuance,  and are  convertible  into our common stock,  at the
investors' option, at the lower of: (i) $0.20; or (ii) 65% of the average of the
three lowest  intraday  trading  prices for the common stock on the OTC Bulletin
Board for the 20 trading days before but not including the conversion date.

The  warrants  are  exercisable  until five years from the date of issuance at a
purchase price of $0.10 per share.  The investors may exercise the warrants on a
cashless  basis if the shares of common  stock  underlying  the warrants are not
then registered pursuant to an effective  registration  statement.  In the event
the investors  exercise the warrants on a cashless basis,  then the Company will
not receive any proceeds.  In addition,  the exercise price of the warrants will
be  adjusted  in the event the  Company  issues  common  stock at a price  below
market,  with  the  exception  of any  securities  issued  as of the date of the
warrants or issued in connection  with the callable  secured  convertible  notes
issued  pursuant to the  Securities  Purchase  Agreement.

On May 18, 2005,  we entered into a Note Purchase  Agreement  with Robert Petty,
our Chairman and Chief Executive Officer. In consideration for gross proceeds of
$600,000,  we incurred a debt payable to Mr. Petty in the amount of $600,000. We
paid transaction fees totaling $92,500, which includes a $60,000 placement agent
fee in  connection  with the sale by Mr. Petty of $600,000  principal  amount of
Secured Convertible Promissory Notes (described below) and $32,500 in legal fees
in connection with the below transactions.  As evidence of the $600,000 debt and
a prior  existing  $500,000  debt  payable to Mr.  Petty,  we issued Mr. Petty a
promissory  note in the  principal  amount of  $1,100,000.  The principal sum of
$1,100,000 plus interest at the rate of 10% per annum calculated  beginning June
1, 2005 is due to be re-paid on December 31,  2005.  Our  obligations  under the
promissory  note are secured by a subordinated  security  interest in all of our
assets.


                                       18
<PAGE>

On May 19, 2005,  we applied  $200,000 of the $600,000  gross  proceeds from Mr.
Petty's loan to redeem $142,857  principal  amount of the Company's  outstanding
$3,000,000   principal  amount  of  callable  secured   convertible   notes.  As
consideration for the redemption, the holders of the Notes agreed not to convert
any amount due under the Notes at a  conversion  price less than $0.10 per share
for a 60-day period ending July 18, 2005.

In  connection  with the above loan from Mr.  Petty to the  Company,  Mr.  Petty
personally sold an aggregate of $600,000 principal amount of Secured Convertible
Promissory Notes to certain investors.  The Secured Convertible Promissory Notes
are  convertible  into common  stock held by Mr. Petty at a price of $.0.025 per
share. Mr. Petty's  obligations under the Secured  Convertible  Promissory Notes
are secured by a  subordinated  security  interest in the  $1,100,000  principal
amount  promissory  note  payable  by the  Company  to Mr.  Petty.  The  Secured
Convertible Promissory Notes bear interest at a rate of 8% per annum. .

As  partial  consideration  for the  loan  from Mr.  Petty,  we  entered  into a
registration rights agreement, pursuant to which we agreed to prepare and file a
registration  statement  providing  for the resale of the shares of common stock
issuable upon conversion of the Secured Convertible  Promissory Notes, including
shares of common stock that may be issued as interest payments under the Secured
Convertible  Promissory  Notes.  If the  registration  statement is not filed by
November 25, 2005 or declared effective by December 25, 2005, Mr. Petty must pay
liquidated  damages  equal to 2% per  calendar  month or portion  thereof of the
aggregate  principal  amount of the Secured  Convertible  Promissory  Notes. Any
liquidated damages may be paid in Mr. Petty's option in cash or shares of common
stock of the Company which are owned by Mr. Petty.

As of June 30,  2005,  we had a  working  capital  deficiency  of  approximately
$1,860,000. Our cash balance as of June 30, 2005 of $120,816 is, in management's
opinion,  not  sufficient to ensure our  continued  operation and the payment of
debts until our business is profitable  and generating  sufficient  cash flow to
meet our liquidity  requirements,  of which there can be no assurance. We do not
expect additions to property and equipment to be material in the near future.

We  anticipate  that our  liquidity  needs over the next 12 months will  require
additional  financings.  If cash generated from  operations is  insufficient  to
satisfy our liquidity  requirements,  we may seek to sell  additional  equity or
debt  securities  or  obtain  a  credit  facility.  To  meet  current  liquidity
requirements a Securities  Purchase  Agreement was entered into on July 18, 2005
which  is  described  subsequent  events.  The  sale  of  additional  equity  or
convertible  debt  securities  could  result  in  additional   dilution  to  our
stockholders.  The incurrence of  indebtedness  would result in increased  fixed
obligations  and could result in  operating  covenants  that would  restrict our
operations.  We cannot assure you that financing will be available in amounts or
on terms acceptable to us, if at all.

SUBSEQUENT EVENT

On July 18,  2005,  we entered into a Securities  Purchase  Agreement  with four
accredited  investors  for the sale  of:  (i)  $2,500,000  in  callable  secured
convertible  notes;  and (ii)  warrants to purchase  5,000,000  shares of common
stock. The investors are obligated to provide us with the funds as follows:  (i)
$550,000 was disbursed on July 19, 2005; and (ii) approximately $177,273 will be
disbursed on the final  business day of each month  beginning in August 2005 and
ending June 2006. However, the entire $2,500,000 must be funded by the investors
within  five  business  days after  effectiveness  of a  registration  statement
covering the number of shares of common stock  underlying  the callable  secured
convertible notes and the warrants.

The  callable  secured  convertible  notes  mature  three years from the date of
issuance and bear  interest at 8% per annum,  provided  that no interest will be
due for any month in which the trading price of our common stock is greater than
$0.02575 for each trading day of the month.  The  callable  secured  convertible
notes are  convertible  into our common stock at the investors'  option,  at the
lower of: (i) $0.10 (the "Fixed Conversion  Price");  or (ii) 50% of the average
of the three  lowest  intraday  trading  prices for the common  stock on the OTC
Bulletin  Board for the 20 trading days before but not including the  conversion
date. The Fixed  Conversion  Price will be adjusted in the event we issue common
stock at a price below $0.10,  with the  exception of  securities  granted under
employee stock option plans.


                                       19
<PAGE>

We may  prepay  the  callable  secured  convertible  notes in full if we pay the
investors an amount in cash equal to either: (i) 125% for prepayments  occurring
within 30 days of the issue date; (ii) 135% for prepayments occurring between 31
and 60 days of the issue date; or (iii) 150% for prepayments occurring after the
60th day  following  the issue date. If the trading price of our common stock is
below $0.10 for each day of a  particular  month  after the issue  date,  we may
prepay a portion of the  outstanding  principal  amount of the callable  secured
convertible  notes equal to 104% of the principal  amount divided by 36 plus one
month's  interest.  Each time we prepay a portion of the  outstanding  principal
amount of the callable secured  convertible notes, the investors may not convert
any  amount  of notes  during  the  remainder  of the month in which we make the
partial prepayment.

Upon a default under the terms of the callable  secured  convertible  notes,  we
must pay the investors 130% of the principal amount plus unpaid interest due, if
any. In addition,  we granted the investors a security interest in substantially
all of our  assets,  including  the  assets of wholly  owned  subsidiaries,  and
intellectual  property. We also granted the investors a security interest in all
of the capital stock of any corporation owned by us.

We are  required  to file a  registration  statement  with  the  Securities  and
Exchange Commission, which will include the common stock underlying the callable
secured  convertible  notes and the  warrants,  within 30 days from receipt of a
written demand from the investors for us to do so. If the registration statement
is not declared  effective within 120 days following the investor demand, we are
required to pay liquidated  damages to the investors in an amount equal to three
percent of the outstanding  principal amount of the callable secured convertible
notes per month.  In the event we breach any  representation  or warranty in the
Securities  Purchase  Agreement,  we are required to pay  liquidated  damages in
shares or cash,  at the election of the  investors,  in an amount equal to three
percent of the outstanding  principal amount of the callable secured convertible
notes per month plus accrued and unpaid interest.

The  warrants  are  exercisable  until five years from the date of issuance at a
purchase price of $0.20 per share.  The investors may exercise the warrants on a
cashless  basis if the shares of common  stock  underlying  the warrants are not
then registered pursuant to an effective  registration  statement.  In the event
the  investors  exercise  the  warrants  on a cashless  basis,  then we will not
receive any proceeds.  In addition,  the exercise  price of the warrants will be
adjusted in the event we issue  common stock at a price below  market,  with the
exception of: (i) any securities issued as of the date of the warrants; (ii) any
stock or options  which may be granted or exercised  under any employee  benefit
plan; or (iii) any shares of common stock issued in connection with the callable
secured convertible notes issued pursuant to the Securities Purchase Agreement.

The conversion price of the callable secured  convertible notes and the exercise
price of the warrants may also be adjusted in certain  circumstances  such as if
we pay a stock dividend, subdivide or combine outstanding shares of common stock
into a greater or lesser  number of shares,  or take such other actions as would
otherwise result in dilution of the investors' position.

The investors  have agreed to restrict  their ability to convert their  callable
secured  convertible  notes or exercise their warrants and receive shares of our
common  stock such that the number of shares of common stock held by them in the
aggregate and their affiliates after such conversion or exercise does not exceed
4.9% of the then issued and outstanding shares of common stock.

EXCHANGE RATE RISK

We conduct our operations in primary  functional  currencies:  the United States
dollar,  the British pound,  the Euro 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 Europe,  the
United Kingdom and Australia, where we invoice our customers primarily in euros,
pounds and Australian dollars,  respectively. 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 and six months ended June 30, 2005 and 2004.


                                       20
<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  $1,207,000  for the three
months ended June 30, 2005, compared to $459,000 for the three months ended June
30, 2004 and  $3,463,000  for the six months  ended June 30,  2005,  compared to
$1,106,000 for the six months ended June 30, 2004. Additionally,  as of June 30,
2005, we had a net working capital  deficiency of  approximately  $1,860,000 and
negative cash flows from operating activities of approximately $1,398,000. 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 the second
half of fiscal 2005, primarily as a result of an increase in sales, and plans to
raise  financing  through  various  methods to  achieve  their  business  plans,
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.

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 currently a party to, nor is any of our property currently the
subject of, any pending legal proceeding. 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.

On May 9, 2005 the  requirements  of the second  milestone in the stock purchase
agreement with Bickhams Media and Daniel and Vardit  Aharonoff dated November 1,
2004 being Commercial  Launch of combined platform ROO Media and VideoDome Media
Manager platform having been met the Company  authorized the payment of $100,000
and that 2,000,000  shares of common stock of the  Corporation be issued.  These
shares were issued pursuant to the exemption from registration  provided by Rule
506 under the Securities Act of 1933. No advertising or general solicitation was
employed in offering the shares.  The offerings and sales were made to a limited
number of persons, all of whom were accredited investors, business associates of
ours or our executive officers,  and transfer was restricted by us in accordance
with the  requirements of the Securities Act. Each of the above security holders
who were not represented that they are accredited and  sophisticated  investors,
that they are capable of analyzing the merits and risks of their investment, and
that they understand the speculative  nature of their  investment.  Furthermore,
all of the above persons had access to our  Securities  and Exchange  Commission
filings.


                                       21
<PAGE>

Item 3.    Defaults Upon Senior Securities.

None.

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.

None.

Item 6.    Exhibits.

References to "the Company" in the following exhibit list mean ROO Group,  Inc.,
a Delaware corporation.

Exhibit
Number                                   Description
--------------------------------------------------------------------------------

10.1           Sublease  dated April 1, 2005  (Incorporated  by reference to the
               Company's  Form  8-K  filed  with  the  Securities  and  Exchange
               Commission on June 13, 2005)

10.2           Letter  agreement  dated May 12, 2005  between the  Company,  AJW
               Offshore,  Ltd., AJW Qualified Partners,  LLC, AJW Partners,  LLC
               and New  Millennium  Capital  Partners II, LLC  (Incorporated  by
               reference to the Company's Form 8-K filed with the Securities and
               Exchange Commission on May 12, 2005)

10.3           Note  Purchase  Agreement  made as of May 18, 2005 by and between
               ROO Group,  Inc. and Robert Petty  (Incorporated  by reference to
               the  Company's  Form 8-K filed with the  Securities  and Exchange
               Commission on May 24, 2005)

10.4           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)

10.5           Registration  Rights  Agreement  made as of May  18,  2005 by and
               among Robert Petty, ROO Group,  Inc. and the purchasers listed on
               Schedule I thereto  (Incorporated  by reference to the  Company's
               Form 8-K filed with the Securities and Exchange Commission on May
               24, 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.


                                       22
<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: August 22, 2005           By: /s/ Robert Petty
                                           -------------------------------------
                                           Robert Petty
                                           Chief Executive Officer


      Dated: August 22, 2005           By: /s/ Robin Smyth
                                           -------------------------------------
                                           Robin Smyth
                                           Chief Financial Officer


                                       23