UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-KSB [ ] Form 20-F [ ]Form 11-K [X]Form 10-QSB
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: June 30, 2005
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
ROO GROUP INC.
Full name of Registrant
228 East 45th Street, 8th Floor
Address of Principal Executive Office (Street and Number)
New York, NY 10017
City, State and Zip Code
PART II - RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or Form
N-CSR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR, or the transition report portion thereof could not be filed within
the prescribed time period.
(Attach extra sheets if needed.)
The compilation, dissemination and review of the information required
to be presented in the Form 10-QSB for the relevant period has imposed time
constraints that have rendered timely filing of the Form 10-QSB impracticable
without undue hardship and expense to the registrant. The registrant undertakes
the responsibility to file such report no later than five days after its
original prescribed due date.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Robin Smyth (646) 352-0260
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s). Yes [X] No [ ]
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? Yes [X] No [ ]
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
Total revenues for the three months ended June 30, 2005 increased by
approximately 36% compared to the three months ended June 30, 2004. Total
revenues for the six months ended June 30, 2005 increased by approximately 173%
compared to the six months ended June 30, 2004. 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.
Total expenses for the three months ended June 30, 2005 increased by
approximately 67% compared to the three months ended June 30, 2004. Total
expenses for the six months ended June 30, 2005 increased by approximately 247%
compared to the six months ended June 30, 2004. 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. Research and development expenses also increased due
primarily to the increase in development activities associated with enhancements
to the registrant's management platform which was acquired in the acquisition of
Videodome Networks, Inc. Sales and marketing expenses increased due to the
acquisition of Reality Group Pty Ltd. and increased costs in the sales and
marketing of the registrant's products. In addition, general and administrative
expenses increased due primarily to providing administrative support to the
increased activity of operations and the issuance of shares to the registrant's
directors and executive officers as performance bonuses
Net loss before income taxes was increased approximately 163% for the
three months ended June 30, 2005 compared to the three months ended June 30,
2004. Net loss before income taxes increased approximately 213% for the six
months ended June 30, 2005 compared to the six months ended June 30, 2004. The
increase in the registrant's net loss is due to the increase in activities to
develop products for revenue generation and marketing expenses in generating
revenue and the increase in administrative expenses to support these activities.
ROO GROUP, INC.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 15, 2005 By: /s/ Robert Petty
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Robert Petty
Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.