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

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): May 18, 2005

                                 ROO Group, Inc.
             (Exact name of registrant as specified in its charter)

          Delaware                       000-25659               11-3447894
--------------------------------------------------------------------------------
(State or other jurisdiction     (Commission File Number)      (IRS Employer
     of incorporation)                                       Identification No.)

                  62 White Street, Suite 3A, New York, NY 10013
              (Address of principal executive offices and Zip Code)

        Registrant's telephone number, including area code (646) 352-0260

                                   Copies to:
                            Richard A. Friedman, Esq.
                              David Schubauer, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)
|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)
|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))
|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01 Entry into a Material Definitive Agreement.

      On May 18,  2005,  ROO Group,  Inc.  (the  "Company")  entered into a Note
Purchase Agreement with Robert Petty, the Company's Chairman and Chief Executive
Officer. In consideration for gross proceeds of $600,000, the Company incurred a
debt  payable  to  Mr.  Petty  in the  amount  of  $600,000.  The  Company  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, the Company 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.  The  Company's  obligations
under the promissory note are secured by a subordinated security interest in all
of the Company's assets.

      On May 19,  2005,  the  Company  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  "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. A complete  description of the material  terms of the Company's  agreement
with the  holders of the Notes is  described  in a Form 8-K which was filed with
the Securities and Exchange Commission on May 12, 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, the Company entered
into a registration rights agreement, pursuant to which it 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
aggregate  $600,000  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.

Item 2.03 Creation of a Direct  Financial  Obligation or an Obligation  under an
Off-Balance Sheet Arrangement of a Registrant.

      See Item 1.01.

Item 9.01 Financial Statements and Exhibits.

      (c)   Exhibits.

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

10.1  Note Purchase  Agreement made as of May 18, 2005 by and between ROO Group,
      Inc. and Robert Petty
10.2  Promissory  Note in the principal  amount of  $1,100,000  issued to Robert
      Petty
10.3  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


                                       1
<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                      ROO Group, Inc.


Date: May 23, 2005                    /s/ Robin Smyth
                                      --------------------------------
                                      Robin Smyth
                                      Chief Financial Officer

                                       2
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): May 18, 2005

                                 ROO Group, Inc.
             (Exact name of registrant as specified in its charter)

          Delaware                       000-25659               11-3447894
--------------------------------------------------------------------------------
(State or other jurisdiction     (Commission File Number)      (IRS Employer
     of incorporation)                                       Identification No.)

                  62 White Street, Suite 3A, New York, NY 10013
              (Address of principal executive offices and Zip Code)

        Registrant's telephone number, including area code (646) 352-0260

                                   Copies to:
                            Richard A. Friedman, Esq.
                              David Schubauer, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)
|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)
|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))
|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.

      On May 18,  2005,  ROO Group,  Inc.  (the  "Company")  entered into a Note
Purchase Agreement with Robert Petty, the Company's Chairman and Chief Executive
Officer. In consideration for gross proceeds of $600,000, the Company incurred a
debt  payable  to  Mr.  Petty  in the  amount  of  $600,000.  The  Company  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, the Company 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.  The  Company's  obligations
under the promissory note are secured by a subordinated security interest in all
of the Company's assets.

      On May 19,  2005,  the  Company  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  "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. A complete  description of the material  terms of the Company's  agreement
with the  holders of the Notes is  described  in a Form 8-K which was filed with
the Securities and Exchange Commission on May 12, 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, the Company entered
into a registration rights agreement, pursuant to which it 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
aggregate  $600,000  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.

Item 2.03 Creation of a Direct  Financial  Obligation or an Obligation  under an
Off-Balance Sheet Arrangement of a Registrant.

      See Item 1.01.

Item 9.01 Financial Statements and Exhibits.

      (c)   Exhibits.

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

10.1  Note Purchase  Agreement made as of May 18, 2005 by and between ROO Group,
      Inc. and Robert Petty
10.2  Promissory  Note in the principal  amount of  $1,100,000  issued to Robert
      Petty
10.3  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

                                       1
SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                      ROO Group, Inc.

Date: May 23, 2005                    /s/ Robin Smyth
                                      --------------------------------
                                      Robin Smyth
                                      Chief Financial Officer

                                       2