UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-KSB |_| Form 20-F |_| Form 11-K |_| Form 10-QSB
|_| Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: DECEMBER 31, 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:
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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.
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
ROO GROUP INC.
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Full name of Registrant
N/A
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Former Name if Applicable
228 EAST 45TH STREET, 8TH FLOOR
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Address of Principal Executive Office (Street and Number)
NEW YORK, NY 10017
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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.
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PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or 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-KSB for the relevant period has imposed time
constraints that have rendered timely filing of the Form 10-KSB impracticable
without undue hardship and expense to the registrant. The registrant undertakes
the responsibility to file such report no later than fifteen 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 (212) 661-4111
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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.
ROO Group, Inc. anticipates that its revenue, expenses and net
loss for the year ended December 31, 2005 are significantly greater
than the revenue, expenses and net loss for the year ended December
31, 2004. The increase in revenue over the periods reflects the
inclusion of revenues of acquisitions not included for the full prior
period financial results and increasing sales revenue from operations.
The increase in expenses over the periods reflects the inclusion of
operating expenses of such acquired companies and increasing costs
associated with revenue generation. The increase in 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.
A reasonable estimate of the results cannot be made at this time
due to the fact that the compilation, dissemination and review of the
information required to be presented in the Form 10-KSB has not been
completed.
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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: April 3, 2006 By: /s/ Robin Smyth
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Name: Robin Smyth
Title: 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.
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