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 17, 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 3.02 Unregistered Sales of Equity Securities.

         On March 17, 2005, ROO Group, Inc. (the "Company") issued 6,000,000
shares of Series A Preferred Stock to its Chief Executive Officer, Robert Petty,
and 1,500,000 shares of Series A Preferred Stock to its Chief Financial Officer,
Robin Smyth. These shares were issued as a performance bonus to Messrs. Petty
and Smyth for, among other things, their role in helping expand and grow the
Company's business operations. These shares were issued pursuant to the
exemption from registration provided by Rule 506 under the Securities Act of
1933.

         Also on March 17, 2005, the Company issued and aggregate of 2,000,000
shares of Series A Preferred Stock to two accredited investors as consideration
for investor relations services. These shares were issued pursuant to the
exemption from registration provided by Rule 506 under the Securities Act of
1933.

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 (Incorporated by reference to Form 8-K filed with
                 the Securities and Exchange Commission on March 14, 2005)


                                       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: March 21, 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): March 17, 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 3.02 Unregistered Sales of Equity Securities.

         On March 17, 2005, ROO Group, Inc. (the "Company") issued 6,000,000
shares of Series A Preferred Stock to its Chief Executive Officer, Robert Petty,
and 1,500,000 shares of Series A Preferred Stock to its Chief Financial Officer,
Robin Smyth. These shares were issued as a performance bonus to Messrs. Petty
and Smyth for, among other things, their role in helping expand and grow the
Company's business operations. These shares were issued pursuant to the
exemption from registration provided by Rule 506 under the Securities Act of
1933.

         Also on March 17, 2005, the Company issued and aggregate of 2,000,000
shares of Series A Preferred Stock to two accredited investors as consideration
for investor relations services. These shares were issued pursuant to the
exemption from registration provided by Rule 506 under the Securities Act of
1933.

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 (Incorporated by reference to Form 8-K filed with
                 the Securities and Exchange Commission on March 14, 2005)

                                       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: March 21, 2005                           /s/ Robin Smyth
                                               --------------------------------
                                               Robin Smyth
                                               Chief Financial Officer

                                       2