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: September 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;
| (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
[X] | 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
----------- ----- --------
(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 September 30, 2005 increased
by approximately 66% compared to the three months ended September 30, 2004.
Total revenues for the nine months ended September 30, 2005 increased by
approximately 124% compared to the nine months ended September 30, 2004. The
increase over the periods reflects the inclusion of revenues of acquisitions not
included for the full prior period and increasing sales revenue from operations.
Total expenses for the three months ended September 30, 2005 increased
by approximately 66% compared to the three months ended September 30, 2004.
Total expenses for the nine months ended September 30, 2005 increased by
approximately 157% compared to the nine months ended September 30, 2004. The
increase over the periods reflects the inclusion of operating expenses of
acquisitions from the date of the acquisition and 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
increased operations and the issuance of shares to the registrant's directors
and executive officers as performance bonuses.
Net loss before income taxes increased approximately 115% for the three
months ended September 30, 2005 compared to the three months ended September 30,
2004. Net loss before income taxes increased approximately 155% for the nine
months ended September 30, 2005 compared to the nine months ended September 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.
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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: November 14, 2005 By: /s/ Robin Smyth
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Robin Smyth
Chief Financial 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.