September 6, 2005

VIA EDGAR AND FACSIMILE (202) 551-3621
- --------------------------------------

Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Attn: Song P. Brandon, Esq.

Re: ROO Group, Inc.
Preliminary Information Statement on Schedule 14C
Filed August 24, 2005
File No. 0-25659

Dear Ms. Brandon:

The following responses address the comments of the reviewing Staff of
the Commission as set forth in a comment letter dated September 1, 2005
regarding the above-referenced filing of ROO Group, Inc. (the "Company"). On
behalf of the Company, we respond as follows.

Schedule 14C
- ------------

1. Please revise your disclosure to indicate whether the reverse stock
split could cause the number of shareholders to fall below 300
shareholders. If so, please so indicate and also provide disclosure as
to the consequences of falling below the 300 shareholder threshold.

Response
--------

The disclosure was revised in the third paragraph under "One-for-50
Reverse Split" on page two to indicate that the reverse stock split
would not reduce the number of shareholders of record. Disclosure was
added that the Company currently has less than 300 shareholders of
record and a briefly statement was added of the consequences of having
less than 300 shareholders of record.

2. Please revise your disclosure to include language of any current plan
or commitment, or lack thereof, of the board to issue any of the
"additional" common stock that will be available for future issuance
after the reverse stock split.

Response

The disclosure in the first paragraph under "August 2005 Financing" was
revised to state that Company cannot currently determine how many
shares may be issued in the

Securities and Exchange Commission
September 6, 2005
Page 2 of 2

described additional financing of up to $2,250,000. Disclosure was also
added of how many shares the Company must issue upon conversion of
$600,000 of Mr. Petty's outstanding promissory note.

We trust that the foregoing appropriately addresses the issues raised
by your recent comment letter. Thank you in advance for your prompt review and
assistance.

Very truly yours,

/s/ David Schubauer
David Schubauer

enclosures

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

SCHEDULE 14C

Information Statement pursuant to Section 14(c)
of the Securities Exchange Act of 1934

Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement

ROO Group, Inc.
(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

(4) Proposed maximum aggregate value of securities:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing party:

(4) Date filed:

ROO Group, Inc.
228 East 45th Street, 8th Floor
New York, NY 10017

NOTICE OF ACTION BY
WRITTEN CONSENT OF SHAREHOLDERS

WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY

To our Shareholders:

This Information Statement is furnished by the Board of Directors of
ROO Group, Inc., a Delaware corporation (the "Company"), to holders of record of
the Company's common stock, $.0001 par value per share ("Common Stock"), and
Series A Preferred Stock, $.0001 par value per share, at the close of business
on *, 2005, pursuant to Rule 14c-2 promulgated under the Securities Exchange Act
of 1934, as amended. The purpose of this Information Statement is to inform the
Company's shareholders that on August 17, 2005, holders of a majority of the
voting capital stock of the Company acted by written consent in lieu of a
special meeting of shareholders to approve and authorize the Company to effect a
one-for-50 reverse split of the issued and outstanding shares of Common Stock of
the Company. This Information Statement shall be considered the notice required
under Section 228(e) of the Delaware General Corporation Law.

The one-for-50 reverse stock split will not become effective until at
least 20 days after the initial mailing of this Information Statement.

By order of the Board of Directors:

/s/ Robert Petty
------------------------------------------
Robert Petty
Chief Executive Officer and Chairman
of the Board of Directors

ROO Group, Inc.
228 East 45th Street, 8th Floor
New York, NY 10017

INFORMATION STATEMENT

Introductory Statement

ROO Group, Inc. is a Delaware corporation with its principal executive
offices located at 228 East 45th Street, 8th Floor, New York, NY 10017. The
Company's telephone number is (646) 352-0260. This Information Statement is
being sent to the Company's shareholders by the Board of Directors to notify
them about action that the holders of a majority of the Company's outstanding
voting capital stock have taken by written consent, in lieu of a special meeting
of the shareholders. The action was taken on August 17, 2005, and will be
effective when the Company files a Certificate of Amendment to its Certificate
of Incorporation with the State of Delaware.

The Company expects to file an amendment to its Certificate of
Incorporation to give effect to the one-for-50 reverse split of the issued and
outstanding shares of Common Stock on or about *, 2005.

Copies of this Information Statement are being mailed on or about *,
2005 to the holders of record on *,2005 of the outstanding shares of the
Company's Common Stock and Series A Preferred Stock.

General Information

On August 17, 2005, 2005, holders of a majority of the Company's voting
capital stock acted by written consent in lieu of a special meeting of
shareholders to approve and authorize a one-for-50 reverse split of the issued
and outstanding shares of the Common Stock. Subsequently, on August 18, 2005,
the Company's Board of Directors authorized and approved the one-for-50 reverse
stock split, which the Board of Directors deemed to be in the best interests of
the Company and its shareholders.

The Company has two classes of voting securities, Common Stock and
Series A Preferred Stock. Each share of Common Stock is entitled to one vote and
each share of Series A Preferred Stock is entitled to ten votes. As of August
17, 2005, there were 256,491,117 shares of Common Stock outstanding and
9,500,000 shares of Series A Preferred Stock outstanding. The consent of
shareholders holding more then 50% of the votes entitled to be cast approved a
one-for-50 reverse split of the issued and outstanding shares of Common Stock.

Description of Our Capital Stock

The Company's authorized capital consists of 500,000,000 shares of
Common Stock, par value $.0001 per share, and 20,000,000 shares of preferred
stock, par value $.0001 per share, of which 10,000,000 shares have been
designated as Series A Preferred Stock. As of August 17, 2005, the Company had
256,491,117 shares of Common Stock outstanding and 9,500,000 shares of Series A
Preferred Stock outstanding.

Holders of the Company's Common Stock: (i) have equal ratable rights to
dividends from funds legally available therefor, when, as and if declared by the
Board of Directors; (ii) are entitled to share ratably in all of the Company's
assets available for distribution to shareholders upon liquidation, dissolution
or winding up of the Company's affairs; (iii) do not have preemptive,
subscription or conversion rights, nor are there any redemption or sinking fund
provisions applicable thereto; and (iv) are entitled to one vote per share on
all matters on which shareholders may vote at all shareholder meetings. The
Common Stock does not have cumulative voting rights.

The Series A Preferred Stock has a stated value of $.0001 and a
liquidation preference over the 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
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 Common Stock.

However, holders cannot convert any share of Series A Preferred Stock if the
market price of the 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 security holders 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 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 (z) $.20.

One-for-50 Reverse Split

On August 17, 2005, holders of a majority of the Company's voting
capital stock authorized a reverse stock split pursuant to which each 50
currently outstanding shares of Common Stock (the "Old Shares") would be
automatically converted into one share of Common Stock (the "New Shares"). On
August 23, 2005, the Company entered into a Common Stock Purchase Agreement and
sold 191,666,667 shares of the Company's Common Stock to accredited investors in
a private placement pursuant to Rule 506 promulgated under the Securities Act of
1933, as amended. After this transaction, the Company had 448,157,784 shares of
Common Stock outstanding. In connection with the sale of the Common Stock, the
Company agreed to effect a one-for-50 reverse split of its outstanding shares of
Common Stock within 45 days following the closing date. The reason for the
reverse stock split is to increase the per share stock price. The Company
believes that if it is successful in maintaining a higher stock price, the stock
will generate greater interest among professional investors and institutions. If
the Company is successful in generating interest among such entities, it is
anticipated that the shares of its Common Stock would have greater liquidity and
a stronger investor base. No assurance can be given, however, that the market
price of the New Shares will rise in proportion to the reduction in the number
of outstanding shares resulting from the reverse stock split. The New Shares
issued pursuant to the reverse stock split will be fully paid and
non-assessable. All New Shares will have the same par value, voting rights and
other rights as Old Shares. Stockholders of the Company do not have preemptive
rights to acquire additional shares of Common Stock, which may be issued.

The reverse stock split is being effectuated by reducing the number of
issued and outstanding shares of Common Stock at the ratio of one for 50. The
authorized number of shares of Common Stock will not be impacted by the reverse
stock split. Accordingly, as a result of the reverse stock split, the Company
will have approximately 491,708,844 authorized and unissued shares of Common
Stock, which shares may be issued in connection with acquisitions or subsequent
financings. There can be no assurance that the Company will be successful in
making any such acquisitions or obtaining any such financings. In addition, the
reverse stock split has potentially dilutive effects on each of the Company's
shareholders. Each of the shareholders may be diluted to the extent that any of
the authorized but unissued shares are subsequently issued.

The reverse stock split will not alter any shareholder's percentage
interest in the Company's equity, except to the extent that the reverse stock
split results in any of the Company's shareholders owning a fractional share. No
fractional shares will be issued. Any shareholder who beneficially owns a
fractional share of the Company's Common Stock after the reverse stock split,
will receive one additional share of Common Stock in lieu of such fractional
share. Accordingly, the number of shareholders of record of the Company's Common
Stock will not be reduced as a result of the reverse stock split. As of
September 6, 2005, the Company had 225 shareholders of record of its Common
Stock. Because the Company's Common Stock is held of record by less than 300
persons, the Company could terminate registration of its Common Stock with the
Securities and Exchange Commission and terminate filing periodic and other
reports with the Commission. The Company notes however that it does not
currently intend to terminate registration and the Company does not plan to do
so in the foreseeable future. The principal effects of the reverse stock split
will be that the number of shares of Common Stock issued and outstanding will be
reduced from 448,157,784 to approximately 8,963,156.

In addition, commencing with the effective date of the reverse stock
split, all outstanding options, warrants and other convertible or exercisable
securities entitling the holders thereof to purchase shares of the Company's
Common Stock will entitle such holders to receive, upon exercise of their
securities, one-fiftieth of the number of shares of the Company's Common Stock
which such holders may purchase upon exercise or conversion of their securities.
In addition, commencing on the effective date of the reverse stock split, the
exercise or conversion price

of all outstanding derivative securities of the Company will be increased
fifty-fold.

The Company believes that the federal income tax consequences of the
reverse stock split to holders of Common Stock will be as follows:

(i) Except as explained in (v) below, no income gain or loss will be
recognized by a shareholder on the surrender of the Old Shares or receipt of the
certificate representing post-split New Shares.

(ii) Except as explained in (v) below, the tax basis of the New Shares
will equal the tax basis of the Old Shares exchanged therefore.

(iii) Except as explained in (v) below, the holding period of the New
Shares will include the holding period of the Old Shares if such Old Shares were
held as capital assets.

(iv) The conversion of the Old Shares into the New Shares will produce
no taxable income or gain or loss to the Company.

(v) the federal income tax treatment of the receipt of the one
additional share in lieu of any fractional interests by a shareholder is not
clear and may result in tax liability not material in amount in view of the low
value of such fractional interest.

The Company's opinion is not binding upon the Internal Revenue Service
or the courts, and there can be no assurance that the Internal Revenue Service
or the courts will accept the positions expressed above.

The state and local tax consequences of the reverse stock split may
vary significantly as to each shareholder, depending upon the state in which he
or she resides. Shareholders are urged to consult their own tax advisors with
respect to the federal, state and local tax consequences of the reverse stock
split.

Except for the following, there are currently no plans, arrangements,
commitments or understandings for the issuance of the additional shares of
Common Stock which will be authorized and unissued after the reverse stock
split:

August 2005 Financing
- ---------------------

On August 23, 2005, the Company entered into a Common Stock Purchase
Agreement and sold 191,666,667 shares of the Company's Common Stock to
accredited investors in a private placement pursuant to Rule 506 promulgated
under the Securities Act of 1933, as amended. The Common Stock was sold at a
price of $0.03 per share resulting in gross proceeds of $5,750,000. $3,400,000
of the proceeds was used to prepay all of the Company's outstanding callable
secured convertible notes. In connection with the sale of the Common Stock, the
Company agreed to effect a one-for-50 reverse split of its outstanding shares of
Common Stock within 45 days following the closing date. In addition, the
investors acknowledged and agreed that the Company may sell up to an additional
$2,250,000 of shares of Common Stock on substantially identical terms or on
terms more favorable to the Company within 45 days of the closing, which the
investors have a right of first refusal to participate in. The terms of any such
additional financing have not been finalized and the Company cannot currently
determine how many additional shares of its Common Stock could be sold or issued
in an additional financing. Robert Petty, the Company's Chairman and Chief
Executive Officer, also agreed to convert at least $600,000 of a promissory note
issued to him by the Company on May 18, 2005 in the aggregate principal amount
of $1,100,000 into shares of the Company's Common Stock at a price of $0.03 per
share within five business days of the reverse stock split. If Mr. Petty
converts $600,000 of the promissory note into Common Stock at a price of $0.03
per share, the Company would be required to issue 20,000,000 shares of Common
Stock to Mr. Petty.

The Company agreed to prepare and file a registration statement with
the Securities and Exchange Commission registering the resale of the shares of
common stock sold in the private placement on or prior to 45 days following the
closing date. If the registration statement is not filed within such time or if
the registration statement is not declared effective within 120 days following
the closing date, the Company must pay liquidated damages to the investors equal
to 2% of the dollar amount of their investment for each calendar month or
portion

thereof that the registration statement is not filed or declared effective.

Pali Capital, Inc. and Brimberg & Co., both registered broker-dealers,
acted as placement agents for the sale of the Company's Common Stock. In
connection with the closing, the Company paid the placement agents a cash fee
equal to 10% of the gross proceeds up to $3,000,000 and 8% of the gross proceeds
in excess of $3,000,000. In addition, the Company issued the placement agents
warrants to purchase a number of shares of Common Stock equal to 10% of the
shares of Common Stock sold in the private placement with an exercise price of
$0.03 per share exercisable for a period of five years.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of *, 2005. The information in this
table provides the ownership information for:

o each person known by us to be the beneficial owner of more than
5% of our Common Stock;
o each of our directors;
o each of our executive officers; and
o our executive officers and directors as a group.

Unless otherwise indicated, the persons named in the table below have
sole voting and investment power with respect to the number of shares indicated
as beneficially owned by them. Furthermore, unless otherwise indicated, the
address of the beneficial is c/o ROO Group, Inc., 228 East 45th Street, 8th
Floor, New York, NY 10017.

Percentage
Common Stock of Series A Preferred Percentage of
Name and Address Beneficially Common Stock Beneficially Series A Percentage of
of Beneficial Owner Owned (1) Stock (1) Owned (2) Preferred Stock Total Vote (1)
- ------------------------------------- ----------------- ----------- ------------------- ----------------- ---------------

Robert Petty 78,000,000 (3) 17.2% 6,000,000 63.2% 24.5%

Robin Smyth 5,000,000 (4) 1.1% 1,500,000 15.8% 3.2%

Southpoint Capital Advisors LP
Southpoint GP, LP
Southpoint Capital Advisors LLC
Southpoint GP, LLC
Robert W. Butts
John S. Clark II
237 Park Avenue
Suite 900
New York, NY 10017 43,333,333 (5) 9.7% 0 0% 8.0%

Avenue Group, Inc.
15303 Ventura Blvd.
9th Floor
Sherman Oaks, CA 91403 33,660,483 7.5% 0 0% 6.3%
- ------------------------------------- ----------------- ----------- ------------------- ----------------- ---------------
All Directors and Executive 83,000,000 18.2% 7,500,000 79.0% 27.7%
Officers as a Group
(2 persons)
- ------------------------------------- ----------------- ----------- ------------------- ----------------- ---------------

(1) Applicable percentage ownership is based on 448,157,784 shares of
Common Stock outstanding as of *, 2005, together with securities
exercisable or convertible into shares of Common Stock within 60
days of *, 2005 for each stockholder. Beneficial ownership is
determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of Common Stock that are
currently exercisable or exercisable within 60 days of *, 2005 are
deemed to be beneficially owned by the person holding such
securities for the purpose of computing the

percentage of ownership of such person, but are not treated as
outstanding for the purpose of computing the percentage ownership of
any other person.
(2) 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.
(3) Includes 6,000,000 shares that are issuable upon the exercise of
outstanding incentive stock options issued by ROO Group, Inc. on
April 8, 2004. Such options are exercisable at $.04 per share and
expire on May 8, 2006.
(4) Includes 400,000 shares held indirectly through the Smyth Family
Trust. Also includes 3,000,000 shares that are issuable upon the
exercise of outstanding incentive stock options issued by ROO Group,
Inc. on April 8, 2004. Such options are exercisable at $.04 per
share and expire on May 8, 2006.
(5) As reported in a Schedule 13G filed with the Securities and Exchange
Commission on September 1, 2005, Southpoint Capital Advisors LP,
Southpoint GP LP, Southpoint Capital Advisors LLC, Southpoint GP
LLC, Robert W. Butts and John S. Clark II have the sole power to
vote and dispose of the 43,333,333 shares of Common Stock
beneficially owned.

Interest of Certain Persons in Matters to Be Acted Upon

No director, executive officer, associate of any director or executive
officer, or any other person has any substantial interest, direct or indirect,
by security holdings or otherwise, resulting from the reverse stock split set
forth herein, which is not shared by all other shareholders pro rata, and in
accordance with their respective interests.

No Dissenters' Rights

Shareholders do not have the statutory right to dissent and obtain an
appraisal of their shares under Delaware law in connection with the reverse
stock split.

Cost of Information Statement

The Company is making the mailing and will bear the costs associated
therewith. There will be no solicitations made. The Company will reimburse
banks, brokerage firms, other custodians, nominees and fiduciaries for
reasonable expenses incurred in sending the Information Statement to beneficial
owners of Common Stock.

Forward-Looking Statements and Information

This Information Statement includes forward-looking statements. You can
identify our forward-looking statements by the words "expects," "projects,"
"believes," "anticipates," "intends," "plans," "predicts," "estimates" and
similar expressions.

The forward-looking statements are based on management's current
expectations, estimates and projections about us. The Company cautions you that
these statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that the Company cannot predict. In addition, the
Company has based many of these forward-looking statements on assumptions about
future events that may prove to be inaccurate. Accordingly, the Company's actual
outcomes and results may differ materially from what is expressed or forecast in
the forward-looking statements.

You should rely only on the information provided in this Information
Statement. The Company has not authorized any person to provide information
other than that provided here. The Company has not authorized anyone to provide
you with different information. You should not assume that the information in
this Information Statement is accurate as of any date other than the date on the
front of the document.

Where You Can Find More Information About Us

The Company files annual, quarterly and current reports, proxy
statements and other information with the SEC. You can read and copy any
materials the Company files with the SEC at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. You can obtain information about
the operation of the SEC's Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains a Web site that contains information the
Company files electronically with the SEC, which you can access over the
Internet at http://www.sec.gov. Copies of these materials may also be obtained
by mail from the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.