**EXHIBIT
      31.2**





CERTIFICATION





I,
      Lou
      Kerner, certify that:





1.  I
      have
      reviewed this annual report on Form 10-KSB of ROO Group, Inc. for the fiscal
      year ended December 31, 2006;





2.  Based
      on my
      knowledge, this report does not contain any untrue statement of a material
      fact
      or omit to state a material fact necessary to make the statements made, in
      light
      of the circumstances under which such statements were made, not misleading
      with
      respect to the period covered by this report;





3.  Based
      on my
      knowledge, the financial statements, and other financial information included
      in
      this report, fairly present in all material respects the financial condition,
      results of operations and cash flows of the small business issuer as of, and
      for, the periods presented in this report;





4.  The
      small
      business issuer's other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
      have:





(a)  designed
      such
      disclosure controls and procedures, or caused such disclosure controls and
      procedures to be designed under our supervision, to ensure that material
      information relating to the small business issuer is made known to us by others,
      particularly during the period in which this report is being
      prepared;





(b)  evaluated
      the
      effectiveness of the small business issuer's disclosure controls and presented
      in this report our conclusions about the effectiveness of the disclosure
      controls and procedures, as of the end of the period covered by this report
      based on such evaluation; and





(c)  disclosed
      in
      this report any change in the small business issuer's internal control over
      financial reporting that occurred during the small business issuer's most recent
      fiscal quarter (the small business issuer's fourth fiscal quarter in the case
      of
      an annual report) that has materially affected, or is reasonably likely to
      materially affect, the small business issuer's internal control over financial
      reporting; and





5.  The
      small
      business issuer's other certifying officer(s) and I have disclosed, based on
      our
      most recent evaluation of internal control over financial reporting, to the
      small business issuer's auditors and the audit committee of the small business
      issuer's board of directors (or persons performing the equivalent
      functions);





(a)  all
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer's ability to record, process,
      summarize and report financial information; and





(b)  any
      fraud,
      whether or not material, that involves management or other employees who have
      a
      significant role in the small business issuer's internal control over financial
      reporting.





April
      2,
      2007





/s/ Lou Kerner


Lou
      Kerner


Chief
      Financial Officer