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): March 9, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
          Year.

      On March 9, 2005, the Board of Directors of ROO Group, Inc. (the
"Company") amended the Company's Certificate of Incorporation to designate the
rights of Series A Preferred Stock. The Certificate of Designation authorizes
the Company to issue up to 10,000,000 shares of Series A Preferred Stock, par
value $.0001 per share. The Series A Preferred Stock has a stated value of
$.0001 and a liquidation preference over the Company's common stock and any
other class or series of capital stock whose terms expressly provide that the
holders of Series A Preferred Stock should receive preferential payment. Holders
of Series A Preferred Stock are entitled to vote on all matters submitted to
shareholders of the Company and are entitled to ten votes for each share of
Series A Preferred Stock owned. Holders of shares of Series A Preferred Stock
vote together with the holders of common stock on all matters and do not vote as
a separate class.

      Beginning two years from the date of issuance of the Series A Preferred
Stock, each one share of Series A Preferred Stock is convertible, at the option
of the holder, into two shares of the Company's common stock. However, holders
cannot convert any share of Series A Preferred Stock if the market price of the
Company's common stock is below $0.40 per share. If prior to two years from the
date of issuance, there is a sale or other disposition of all or substantially
all of the Company's assets, a transaction or series of related transactions in
which more than 50% of the voting power of the Company is disposed of, or upon a
consolidation, merger or other business combination where the Company is not the
survivor, then immediately prior to such event each holder of Series A Preferred
Stock may convert any or all of such holder's shares of Series A Preferred Stock
into common stock as described above. In such event, if the market price of the
Company's common stock is below $0.40 per share, then each share of Series A
Preferred Stock will convert into such shares of common stock equal to (x) two,
multiplied by (y) the closing price of the common stock on the date of the event
triggering a conversion, divided by $.20.

Item 9.01 Financial Statements and Exhibits.

(a)   Financial statements of business acquired.

      Not applicable.

(b)   Pro forma financial information.

      Not applicable.

(c)   Exhibits.

Exhibit Number                           Description
--------------        ----------------------------------------------------------
3.1                   Certificate of Designation, Powers, Preferences and Rights
                      of Series A Preferred Stock, filed with the State of
                      Delaware on March 9, 2005

<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: March 14, 2005                                /s/ Robert Petty
                                                    -----------------------
                                                    Robert Petty
                                                    Chief Executive Officer
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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): March 9, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
          Year.

      On March 9, 2005, the Board of Directors of ROO Group, Inc. (the
"Company") amended the Company's Certificate of Incorporation to designate the
rights of Series A Preferred Stock. The Certificate of Designation authorizes
the Company to issue up to 10,000,000 shares of Series A Preferred Stock, par
value $.0001 per share. The Series A Preferred Stock has a stated value of
$.0001 and a liquidation preference over the Company's common stock and any
other class or series of capital stock whose terms expressly provide that the
holders of Series A Preferred Stock should receive preferential payment. Holders
of Series A Preferred Stock are entitled to vote on all matters submitted to
shareholders of the Company and are entitled to ten votes for each share of
Series A Preferred Stock owned. Holders of shares of Series A Preferred Stock
vote together with the holders of common stock on all matters and do not vote as
a separate class.

      Beginning two years from the date of issuance of the Series A Preferred
Stock, each one share of Series A Preferred Stock is convertible, at the option
of the holder, into two shares of the Company's common stock. However, holders
cannot convert any share of Series A Preferred Stock if the market price of the
Company's common stock is below $0.40 per share. If prior to two years from the
date of issuance, there is a sale or other disposition of all or substantially
all of the Company's assets, a transaction or series of related transactions in
which more than 50% of the voting power of the Company is disposed of, or upon a
consolidation, merger or other business combination where the Company is not the
survivor, then immediately prior to such event each holder of Series A Preferred
Stock may convert any or all of such holder's shares of Series A Preferred Stock
into common stock as described above. In such event, if the market price of the
Company's common stock is below $0.40 per share, then each share of Series A
Preferred Stock will convert into such shares of common stock equal to (x) two,
multiplied by (y) the closing price of the common stock on the date of the event
triggering a conversion, divided by $.20.

Item 9.01 Financial Statements and Exhibits.

(a)   Financial statements of business acquired.

      Not applicable.

(b)   Pro forma financial information.

      Not applicable.

(c)   Exhibits.

Exhibit Number                           Description
--------------        ----------------------------------------------------------
3.1                   Certificate of Designation, Powers, Preferences and Rights
                      of Series A Preferred Stock, filed with the State of
                      Delaware on March 9, 2005
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: March 14, 2005                                /s/ Robert Petty
                                                    -----------------------
                                                    Robert Petty
                                                    Chief Executive Officer