Filed Pursuant to Rule 424(b)(3)
Under the Securities Act of 1933
Registration No. 333-131660
PROSPECTUS SUPPLEMENT NO. 1
Prospectus Supplement No.1 dated September 21, 2006
to Registration Statement on Form SB-2, as amended
filed on February 8, 2006 and declared effective on April 24, 2006
(Registration No. 333-131660)
ROO Group, Inc.
10,041,414 Shares of
Common Stock
This prospectus supplement should be read in conjunction with the
prospectus dated April 25, 2006, relating to the resale by the selling
stockholders of up to 10,041,414 shares of our common stock, including 1,550,632
shares of common stock issuable upon exercise of outstanding warrants and
380,000 shares of common stock issuable upon conversion of outstanding Series A
Preferred Stock. We are not selling any shares of common stock in this offering
and therefore will not receive any proceeds from this offering, other than the
exercise price, if any, to be received upon exercise of the warrants referred to
in the Prospectus.
We are filing this prospectus supplement to update the Selling
Stockholders table included in the prospectus to reflect certain transfers
effected after the filing of the prospectus on April 25, 2006.
SELLING STOCKHOLDERS
The following table sets forth the common stock ownership and other
information relating to the selling stockholders as of April 14, 2006. The
selling stockholders acquired their securities: (1) pursuant our August 2005
financing, the material terms of which are described beginning on page 26 of
this Prospectus; (2) pursuant to our October 2005 financing, the material terms
of which are described on page 27 of this Prospectus; (3) pursuant to our
December 2005 financing, the material terms of which are described beginning on
page 27 of this Prospectus; (4) upon conversion of secured convertible notes
issued to the selling stockholders by Robert Petty, our Chairman, President and
Chief Executive Officer, individually; (5) pursuant to the Stock Purchase
Agreement dated March 11, 2004 by and among ROO Group, Inc. and the shareholders
of Reality Group Pty Ltd. (the "Reality Group Stock Purchase Agreement"), as
amended, the material terms of which are described beginning on page 32 of this
Prospectus; and (6) as consideration for service as executive officers or
consultants. Other than as set forth in the following table, the selling
stockholders have not held any position or office or had any other material
relationship with us or any of our predecessors or affiliates within the past
three years.
Shares of Common Stock
Beneficially Owned
Number of Shares of Common After the Offering (1)
Stock Beneficially Owned Number of Shares Offered ----------------------
Name Prior to the Offering Pursuant to this Prospectus Number Percent
- ----------------------------------------------- -------------------------- --------------------------- ------ -------
Act II Partners, LP (2) 233,334 233,334 0 0%
Alexandra Dawson Foundation (3) 90,930 90,930 0 0%
Austin Lewis (4) 6,080 6,080 0 0%
Blair Brewster (5) 148,667 148,667 0 0%
Bradley C. Reifler (6) 109,990 109,990 0 0%
Brian Wilkinson (7) 6,750 6,750 0 0%
Cass G Adelman Cust for Jasper Gunther 17,437 17,437 0 0%
Adelman UTMA (8)
Cass G Adelman Cust for Phillippa Gunther 17,437 17,437 0 0%
Adelman UTMA (9)
CGA Resources, LLC (10) 34,873 34,873 0 0%
Charles H. Brunie (11) 280,000 280,000 0 0%
Charles Hover IV (12) 1,750 1,750 0 0%
Cobble Creek Consulting, Inc. (13) 40,000 40,000 0 0%
Conrad N Hilton Foundation (14) 399,000 399,000 0 0%
DKCP 7 LP (15) 68,667 68,667 0 0%
Daniel Schneiderman (16) 500 500 0 0%
Dan Ly (17) 4,600 4,600 0 0%
Dekko Foundation (18) 144,900 144,900 0 0%
Edwin B Stimpson Co Inc Emp Ret Plan (19) 10,500 10,500 0 0%
Eric Singer (20) 389,766 389,766 0 0%
Estate of William D Witter (21) 21,620 21,620 0 0%
Gabelli Multimedia Partner, LP (22) 93,334 93,334 0 0%
Gary N. Moss (23) 14,000 14,000 0 0%
Gavin Campion atf the Campion Investment 35,928 35,928 0 0%
Trust (24)
Hanjiro "James" Kawai (25) 16,667 16,667 0 0%
Harman Stoller Capital Partners II Ltd. (26) 19,412 19,412 0 0%
Harman Stoller Capital Partners Master 84,147 84,147 0 0%
Fund, Ltd. (27)
Hebrides LP (28) 583,473 583,473 0 0%
Hebrides II Offshore Fund Limited (29) 140,293 140,293 0 0%
Hilary Bergman (30) 24,816 24,816 0 0%
Hyde Park Foundry & Machine Pension Fund (31) 19,534 19,534 0 0%
Iroquois Master Fund, Ltd. (32) 116,668 116,668 0 0%
Jack Brimberg (33) 98,817 98,817 0 0%
Jason Adelman (34) 65,133 65,133 0 0%
Jay Tomlinson (35) 44,977 44,977 0 0%
Jesup & Lamont Securities Corp. (36) 1,400 1,400 0 0%
John Kaiser (37) 2,566 2,566 0 0%
Joshua Abram (38) 34,333 34,333 0 0%
Keith Davidson atf the K Davidson 35,928 35,928 0 0%
Investment Trust (24)
Kellogg Capital Group, LLC (39) 34,873 34,873 0 0%
Kevin Fisher (40) 46,666 46,666 0 0%
Laddcap Value Partners, LP (41) 303,620 303,620 0 0%
Lara Casano (42) 3,850 3,850 0 0%
Lewis Opportunity Fund, LP (43) 166,667 166,667 0 0%
Maple Tree Partners, L.P. (44) 116,666 116,666 0 0%
Matthew Balk (45) 21,306 21,306 0 0%
Matthew Pinkington (46) 10,300 10,300 0 0%
Meadowbrook Opportunity Fund LLC (47) 84,000 84,000 0 0%
Menderes and Linda Akdag (48) 41,740 41,740 0 0%
Michael Bollen atf the Bollen Investment 143,712 143,712 0 0%
Trust (24)
Nite Capital LP (49) 115,333 115,333 0 0%
North Shore Oral Surgery Group Ret. Plan 34,873 34,873 0 0%
Dated 2-9-00 FBO Lawrence Monaldo (50)
Olympus Securities, LLC (51) 26,250 26,250 0 0%
Pershing LLC FBO Theodore F. Marolda IRA 82,953 82,593 0 0%
(52)
Peter Davidson (53) 30,300 30,300 0 0%
Peter Michaelis (54) 41,200 41,200 0 0%
Peter R. McMullin (55) 14,000 14,000 0 0%
Robert McGrath (56) 5,000 5,000 0 0%
Robert Petty (57) 2,120,000 240,000 1,880,000 13.5%
Robin Smyth (58) 360,000 60,000 300,000 2.2%
Rubin Irrevocable Family Trust (59) 60,000 60,000 0 0%
Sage Master Investments Ltd. (60) 469,000 469,000 0 0%
Sage Opportunity Fund, LP (61) 172,900 172,900 0 0%
Schlumberger Master Pension Trust (62) 606,879 606,879 0 0%
SDS Capital Group SPC (63) 174,367 174,367 0 0%
Sheldon Sevinor Trust, Sheldon Sevinor TTEE 34,333 34,333 0 0%
DTD 9-26-95 (64)
Singer Congressional Fund LP (65) 40,840 40,840 0 0%
Singer Fund LP (66) 151,590 151,590 0 0%
Singer Opportunity Fund LP (67) 227,743 227,743 0 0%
SM Investors, LP (68) 82,496 82,496 0 0%
SM Investors II, LP (69) 162,374 162,374 0 0%
SM Investors Offshore, Ltd. (70) 62,564 62,564 0 0%
Smithfield Fiduciary LLC (71) 233,334 233,334 0 0%
Southpoint Fund LP (72) 129,274 129,274 0 0%
Southpoint Master Fund LP (73) 630,319 630,319 0 0%
Southpoint Qualified Fund LP (74) 513,575 513,575 0 0%
Southside Hospital (75) 83,530 83,530 0 0%
Sovereign Bank (76) 170,100 170,100 0 0%
Sovereign Capital Advisors LLC (77) 80,340 80,340 0 0%
Stuart Subotnick (78) 348,733 348,733 0 0%
Theodore J. Marolda (79) 166,360 166,360 0 0%
Theodore Swindells (80) 80,000 80,000 0 0%
Truistic Pty Ltd atf Lee Investment Trust (24) 143,712 143,712 0 0%
William A. Lewis IV (81) 13,500 13,500 0 0%
William W. Caldwell III & Priscilla V. 41,740 41,740 0 0%
Caldwell (82)
William D Witter Inc 401k Profit sharing (83) 23,108 23,108 0 0%
W. Stewart Cahn (84) 57,167 57,167 0 0%
TOTAL SHARES OFFERED 10,041,414
==========
(1) Assumes that all shares of common stock registered will be sold and
that all shares of common stock underlying warrants will be issued
and sold.
(2) Represents: (a) 166,667 shares of common stock purchased pursuant to
our December 2005 financing; and (b) 66,667 shares of common stock
issuable upon exercise of warrants with an exercise price of $4.00
per share and an expiration date of December 28, 2010 purchased
pursuant to our December 2005 financing.
(3) Represents: (a) 86,660 shares of common stock purchased pursuant our
August 2005 financing; and (b) 4,330 shares of common stock acquired
as liquidated damages in connection with registration rights
associated with the August 2005 financing.
(4) Represents 6,080 shares of common stock issuable upon exercise of
placement agent warrants with an exercise price of $3.00 per share
and an expiration date of December 29, 2010. At the time of our
December 2005 financing, Mr. Lewis was a registered representative
of Brimberg & Co., a registered broker-dealer. The placement agent
warrants were received as compensation for placement agent services.
(5) Represents: (a) 80,000 shares of common stock acquired upon
conversion of $100,000 principal amount secured convertible notes
issued by Robert Petty individually; and (b) 66,667 shares of common
stock purchased pursuant to our October 2005 financing; and (c)
2,000 shares of common stock acquired as liquidated damages in
connection with registration rights associated with the October 2005
financing.
(6) Represents: (a) 2,400 shares of common stock issuable upon exercise
of placement agent warrants with an exercise price of $1.25 per
share and an expiration date of August 23, 2010; (b) 12,267 shares
of common stock issuable upon exercise of placement agent warrants
with an exercise price of $1.50 per share and an expiration date of
August 23, 2010; (c) 4,650 shares of common stock issuable upon
exercise of placement agent warrants with an exercise price of $1.50
per share and an expiration date of October 21, 2010; (d) 5,500
shares of common stock issuable upon exercise of placement agent
warrants with an exercise price of $3.00 per share and an expiration
date of December 29, 2010; (e) 40,000 shares of common stock
acquired upon conversion of $50,000 principal amount secured
convertible notes issued by Robert Petty individually; (f) 27,000
shares of common stock purchased pursuant our August 2005 financing;
(g) 16,333 shares of common stock purchased pursuant to our October
2005 financing; and (h) 1,840 shares of common stock acquired as
liquidated damages in connection with registration rights associated
with the August 2005 and October 2005 financings. At the time of our
August 2005, October 2005 and December 2005 financings, Mr. Reifler
was a registered representative of Pali Capital, Inc., a registered
broker-dealer. The placement agent warrants were received as
compensation for placement agent services. The other securities
owned by Mr. Reifler were purchased by Mr. Reifler for investment
purposes.
(7) Represents: (a) 4,750 shares of common stock issuable upon exercise
of placement agent warrants with an exercise price of $1.50 per
share and an expiration date of August 23, 2010; and (b) 2,000
shares of common stock issuable upon exercise of placement agent
warrants with an exercise price of $3.00 per share and an expiration
date of December 29, 2010. At the time of our August 2005 and
December 2005 financings, Mr. Wilkinson was a registered
representative of Brimberg & Co., a registered broker-dealer. The
placement agent warrants were received as compensation for placement
agent services.
(8) Represents: (a) 13,500 shares of common stock purchased pursuant our
August 2005 financing; (b) 3,167 shares of common stock purchased
pursuant to our October 2005 financing; and (c) 770 shares of common
stock acquired as liquidated damages in connection with registration
rights associated with the August 2005 and October 2005 financings.
(9) Represents: (a) 13,500 shares of common stock purchased pursuant our
August 2005 financing; (b) 3,167 shares of common stock purchased
pursuant to our October 2005 financing; and (c) 770 shares of common
stock acquired as liquidated damages in connection with registration
rights associated with the August 2005 and October 2005 financings.
(10) Represents: (a) 27,000 shares of common stock purchased pursuant our
August 2005 financing; (b) 6,333 shares of common stock purchased
pursuant to our October 2005 financing; and (c) 1,540 shares of
common stock acquired as liquidated damages in connection with
registration rights associated with the August 2005 and October 2005
financings. Cass G. Adelman has voting and dispositive control over
the securities held by CGA Resources, LLC.
(11) Represents: (a) 200,000 shares of common stock purchased pursuant to
our December 2005 financing; and (b) 80,000 shares of common stock
issuable upon exercise of warrants with an exercise price of $4.00
per share and an expiration date of December 28, 2010 purchased
pursuant to our December 2005 financing.
(12) Represents 1,750 shares of common stock issuable upon exercise of
placement agent warrants with an exercise price of $1.50 per share
and an expiration date of August 23, 2010. At the time of our August
2005 financing, Mr. Hover was a registered representative of
Brimberg & Co., a registered broker-dealer. The placement agent
warrants were received as compensation for placement agent services.
(13) Represents shares of common stock issuable upon conversion of
1,000,000 shares of Series A Preferred Stock. Each share of Series A
Preferred Stock is convertible into four one hundredth (0.04) of a
share of common stock.
(14) Represents: (a) 380,000 shares of common stock purchased pursuant
our August 2005 financing; and (b) 19,000 shares of common stock
acquired as liquidated damages in connection with registration
rights associated with the August 2005 financing
(15) Represents: (a) 66,667 shares of common stock purchased pursuant our
October 2005 financing; and (b) 2,000 shares of common stock
acquired as liquidated damages in connection with registration
rights associated with the October 2005 financing.
(16) Represents 500 shares of common stock issuable upon exercise of
placement agent warrants with an exercise price of $3.00 per share
and an expiration date of December 29, 2010. At the time of our
December 2005 financing, Mr. Schneiderman was a registered
representative of Pali Capital, Inc., a registered broker-dealer.
The placement agent warrants were received as compensation for
placement agent services.
(17) Represents: (a) 3,100 shares of common stock issuable upon exercise
of placement agent warrants with an exercise price of $1.50 per
share and an expiration date of October 21, 2005; and (b) 1,500
shares of common stock issuable upon exercise of placement agent
warrants with an exercise price of $3.00 per share and an expiration
date of December 29, 2010. At the time of our October 2005 and
December 2005 financings, Mr. Ly was a registered representative of
Pali Capital, Inc., a registered broker-dealer. The placement agent
warrants were received as compensation for placement agent services.
(18) Represents: (a) 138,000 shares of common stock purchased pursuant
our August 2005 financing; and (b) 6,900 shares of common stock
acquired as liquidated damages in connection with registration
rights associated with the August 2005 financing.
(19) Represents: (a) 10,000 shares of common stock purchased pursuant our
August 2005 financing; and (b) 500 shares of common stock acquired
as liquidated damages in connection with registration rights
associated with the August 2005 financing.
(20) Represents: (a) 38,400 shares of common stock issuable upon exercise
of placement agent warrants with an exercise price of $1.25 per
share and an expiration date of August 23, 2010; (b) 196,266 shares
of common stock issuable upon exercise of placement agent warrants
with an exercise price of $1.50 per share and an expiration date of
August 23, 2010; (c) 65,100 shares of common stock issuable upon
exercise of placement agent warrants with an exercise price of $1.50
per share and an expiration date of October 21, 2010; and (d) 90,000
shares of common stock issuable upon exercise of placement agent
warrants with an exercise price of $3.00 per share and an expiration
date of December 29, 2010. At the time of our August 2005, October
2005 and December 2005 financings, Mr. Singer was a registered
representative of Pali Capital, Inc., a registered broker-dealer.
The placement agent warrants were received as compensation for
placement agent services.
(21) Represents: (a) 20,590 shares of common stock purchased pursuant our
August 2005 financing; and (b) 1,030 shares of common stock acquired
as liquidated damages in connection with registration rights
associated with the August 2005 financing.
(22) Represents: (a) 66,667 shares of common stock purchased pursuant to
our December 2005 financing; and (b) 26,667 shares of common stock
issuable upon exercise of warrants with an exercise price of $4.00
per share and an expiration date of December 28, 2010 purchased
pursuant to our December 2005 financing.
(23) Represents: (a) 10,000 shares of common stock purchased pursuant to
our December 2005 financing; and (b) 4,000 shares of common stock
issuable upon exercise of warrants with an exercise price of $4.00
per share and an expiration date of December 28, 2010 purchased
pursuant to our December 2005 financing.
(24) Represents shares of common stock acquired pursuant to the Reality
Group Stock Purchase Agreement, as amended.
(25) Represents shares of common stock acquired from Matthew Balk
pursuant to a private purchase transaction.
(26) Represents: (a) 7,333 shares of common stock purchased pursuant to
our October 2005 financing; (b) 11,600 shares of common stock
acquired from Paradigm Equities Fund II LLC pursuant to a private
purchase transaction; and (c) 479 shares of common stock acquired as
liquidated damages in connection with registration rights associated
with our August 2005 and October 2005 financings. Matthew Harman has
voting and dispositive control over the securities held by Harman
Stoller Capital Partners II Ltd.
(27) Represents: (a) 7,333 shares of common stock purchased pursuant our
August 2005 financing; (b) 40,000 shares of common stock purchased
pursuant our October 2005 financing; (c) 33,733 shares of common
stock acquired from Paradigm Equities Fund II LLC pursuant to a
private purchase transaction; and (d) 3,081 shares of common stock
acquired as liquidated damages in connection with registration
rights associated with the August 2005 and October 2005 financings.
Matthew Harman has voting and dispositive control over the
securities held by Harman Stoller Capital Partners Master Fund, Ltd.
(28) Represents: (a) 324,000 shares of common stock purchased pursuant
our August 2005 financing; (b) 76,000 shares of common stock
purchased pursuant our October 2005 financing; (c) 18,480 shares of
common stock acquired as liquidated damages in connection with
registration rights associated with the August 2005 and October 2005
financings; (d) 117,852 shares of common stock purchased pursuant to
our December 2005 financing; and (e) 47,141 shares of common stock
issuable upon exercise of warrants with an exercise price of $4.00
per share and an expiration date of December 28, 2010 purchased
pursuant to our December 2005 financing. Anthony Bune has voting and
dispositive control over the securities held by Hebrides LP.
(29) Represents: (a) 81,000 shares of common stock purchased pursuant our
August 2005 financing; (b) 19,000 shares of common stock purchased
pursuant our October 2005 financing; (c) 4,620 shares of common
stock acquired as liquidated damages in connection with registration
rights associated with the August 2005 and October 2005 financings;
(d) 25,481 shares of common stock purchased pursuant to our December
2005 financing; and (e) 10,192 shares of common stock issuable upon
exercise of warrants with an exercise price of $4.00 per share and
an expiration date of December 28, 2010 purchased pursuant to our
December 2005 financing. Anthony Bune has voting and dispositive
control over the securities held by Hebrides II Offshore Fund
Limited.
(30) Represents: (a) 2,400 shares of common stock issuable upon exercise
of placement agent warrants with an exercise price of $1.25 per
share and an expiration date of August 23, 2010; (b) 12,266 shares
of common stock issuable upon exercise of placement agent warrants
with an exercise price of $1.50 per share and an expiration date of
August 23, 2010; (c) 4,650 shares of common stock issuable upon
exercise of placement agent warrants with an exercise price of $1.50
per share and an expiration date of October 21, 2010; and (d) 5,500
shares of common stock issuable upon exercise of placement agent
warrants with an exercise price of $3.00 per share and an expiration
date of December 29, 2010. At the time of our August 2005, October
2005 and December 2005 financings, Ms. Bergman was a registered
representative of Pali Capital, Inc., a registered broker-dealer.
The placement agent warrants were received as compensation for
placement agent services.
(31) Represents: (a) 18,604 shares of common stock purchased pursuant our
August 2005 financing; and (b) 930 shares of common stock acquired
as liquidated damages in connection with registration rights
associated with the August 2005 financing.
(32) Represents: (a) 83,334 shares of common stock purchased pursuant to
our December 2005 financing; and (b) 33,334 shares of common stock
issuable upon exercise of warrants with an exercise price of $4.00
per share and an expiration date of December 28, 2010 purchased
pursuant to our December 2005 financing.
(33) Represents: (a) 41,265 shares of common stock issuable upon exercise
of placement agent warrants with an exercise price of $1.50 per
share and an expiration date of August 23, 2010; (b) 17,685 shares
of common stock issuable upon exercise of placement agent warrants
with an exercise price of $1.50 per share and an expiration date of
October 21, 2010; (c) 31,117 shares of common stock issuable upon
exercise of placement agent warrants with an exercise price of $3.00
per share and an expiration date of December 29, 2010and (d) 8,750
shares of common stock issuable upon exercise of warrants with an
exercise price of $3.00 per shares acquired as compensation for
financial consulting services. At the time of our August 2005 and
October 2005 financings, Mr. Brimberg was a registered
representative of Brimberg & Co., a registered broker-dealer. The
placement agent warrants were received as compensation for placement
agent services.
(34) Represents: (a) 4,800 shares of common stock issuable upon exercise
of placement agent warrants with an exercise price of $1.25 per
share and an expiration date of August 23, 2010; (b) 24,533 shares
of common stock issuable upon exercise of placement agent warrants
with an exercise price of $1.50 per share and an expiration date of
August 23, 2010; (c) 9,300 shares of common stock issuable upon
exercise of placement agent warrants with an exercise price of $1.50
per share and an expiration date of October 21, 2010;(d) 6,500
shares of common stock issuable upon exercise of placement agent
warrants with an exercise price of $3.00 per share and an expiration
date of December 29, 2010; and (e) 20,000 shares of common stock
acquired upon conversion of $25,000 principal amount secured
convertible notes issued by Robert Petty individually. At the time
of our August 2005, October 2005 and December 2005 financings, Mr.
Adelman was a registered representative of Pali Capital, Inc., a
registered broker-dealer. The placement agent warrants were received
as compensation for placement agent services. The other securities
owned by Mr. Adelman were purchased by Mr. Adelman for investment
purposes.
(35) Represents: (a) 17,710 shares of common stock issuable upon exercise
of placement agent warrants with an exercise price of $1.50 per
share and an expiration date of August 23, 2010; (b) 7,590 shares of
common stock issuable upon exercise of placement agent warrants with
an exercise price of $1.50 per share and an expiration date of
October 21, 2010; (c) 13,427 shares of common stock issuable upon
exercise of placement agent warrants with an exercise price of $3.00
per share and an expiration date of December 29, 2010; and (d) 6,250
shares of common stock issuable upon exercise of warrants with an
exercise price of $3.00 per shares acquired as compensation for
financial consulting services. At the time of our August 2005,
October 2005 and December 2005 financings, Mr. Tomlinson was a
registered representative of Brimberg & Co., a registered
broker-dealer. The placement agent warrants were received as
compensation for placement agent services.
(36) Represents 1,400 shares of common stock issuable upon exercise of
placement agent warrants with an exercise price of $3.00 per share
and an expiration date of December 29, 2010. Jesup & Lamont
Securities Corp. is a registered broker-dealer. The placement agent
warrants were received as compensation for placement agent services.
(37) Represents: (a) 1,750 shares of common stock issuable upon exercise
of placement agent warrants with an exercise price of $1.50 per
share and an expiration date of August 23, 2010; and (b) 816 shares
of common stock issuable upon exercise of placement agent warrants
with an exercise price of $3.00 per share and an expiration date of
December 29, 2010. At the time of our August 2005 and December 2005
financings, Mr. Kaiser was a registered representative of Brimberg &
Co., a registered broker-dealer. The placement agent warrants were
received as compensation for placement agent services.
(38) Represents: (a) 33,333 shares of common stock purchased pursuant our
October 2005 financing; and (b) 1,000 shares of common stock
acquired as liquidated damages in connection with registration
rights associated with the October 2005 financing.
(39) Represents: (a) 27,000 shares of common stock purchased pursuant our
August 2005 financing; (b) 6,333 shares of common stock purchased
pursuant our October 2005 financing; and (c) 1,540 shares of common
stock acquired as liquidated damages in connection with registration
rights associated with the August 2005 and October 2005 financings.
Matthew Pilkington has voting and dispositive control over the
securities held by Kellogg Capital Group, LLC.
(40) Represents: (a) 33,333 shares of common stock purchased pursuant to
our December 2005 financing; and (b) 13,333 shares of common stock
issuable upon exercise of warrants with an exercise price of $4.00
per share and an expiration date of December 28, 2010 purchased
pursuant to our December 2005 financing.
(41) Represents: (a) 80,000 shares of common stock acquired upon
conversion of $100,000 principal amount secured convertible notes
issued by Robert Petty individually; (b) 81,000 shares of common
stock purchased pursuant our August 2005 financing; (c) 4,620 shares
of common stock acquired as liquidated damages in connection with
registration rights associated with the August 2005 and October 2005
financings; (d) 19,000 shares of common stock purchased pursuant our
October 2005 financing; (e) 85,000 shares of common stock purchased
pursuant to our December 2005 financing; and (f) 34,000 shares of
common stock issuable upon exercise of warrants with an exercise
price of $4.00 per share and an expiration date of December 28, 2010
purchased pursuant to our December 2005 financing. Robert Ladd has
voting and dispositive control over the securities held by Laddcap
Value Partners, LP.
(42) Represents: (a) 3,100 shares of common stock issuable upon exercise
of placement agent warrants with an exercise price of $1.50 per
share and an expiration date of October 21, 2010; and (b) 750 shares
of common stock issuable upon exercise of placement agent warrants
with an exercise price of $3.00 per share and an expiration date of
December 29, 2010. At the time of our October 2005 and December 2005
financings, Ms. Casano was a registered representative of Pali
Capital, Inc., a registered broker-dealer. The placement agent
warrants were received as compensation for placement agent services.
(43) Represents: (a) 66,667 shares of common stock purchased pursuant our
August 2005 financing; (b) 66,667 shares of common stock purchased
pursuant our October 2005 financing; (c) 5,333 shares of common
stock acquired as liquidated damages in connection with registration
rights associated with the August 2005 and October 2005 financings;
(d) 20,000 shares of common stock purchased pursuant to our December
2005 financing; and (e) 8,000 shares of common stock issuable upon
exercise of warrants with an exercise price of $4.00 per share and
an expiration date of December 28, 2010 purchased pursuant to our
December 2005 financing. William A. Lewis IV has voting and
dispositive control over the securities held by Lewis Opportunity
Fund, LP.
(44) Represents: (a) 83,333 shares of common stock purchased pursuant to
our December 2005 financing; and (b) 33,333 shares of common stock
issuable upon exercise of warrants with an exercise price of $4.00
per share and an expiration date of December 28, 2010 purchased
pursuant to our December 2005 financing.
(45) Represents: (a) 10,333 shares of common stock purchased pursuant our
August 2005 financing; (b) 6,333 shares of common stock purchased
pursuant our October 2005 financing; (c) 1,540 shares of common
stock acquired as liquidated damages in connection with registration
rights associated with the August 2005 and October 2005 financings;
and (d) 3,100 shares of common stock issuable upon exercise of
placement agent warrants with an exercise price of $1.50 per share
and an expiration date of October 21, 2010. At the time of our
October 2005 financing, Mr. Balk was a registered representative of
Pali Capital, Inc., a registered broker-dealer. The placement agent
warrants were received as compensation for placement agent services.
The other securities owned by Mr. Balk were purchased by Mr. Balk
for investment purposes.
(46) Represents: (a) 10,000 shares of common stock purchased pursuant our
October 2005 financing; and (b) 300 shares of common stock acquired
as liquidated damages in connection with registration rights
associated with the October 2005 financing.
(47) Represents: (a) 14,000 shares of common stock acquired from Harman
Stoller Capital Partners II Ltd. pursuant to a private purchase
transaction; (b) 66,000 shares of common stock acquired from Harman
Stoller Capital Master Fund, Ltd. pursuant to a private purchase
transaction; and (c) 4,000 shares of common stock acquired as
liquidated damages in connection with registration rights associated
with the August 2005 financing.
(48) Represents: (a) 27,000 shares of common stock purchased pursuant our
August 2005 financing; (b) 13,000 shares of common stock purchased
pursuant our October 2005 financing; and (c) 1,740 shares of common
stock acquired as liquidated damages in connection with registration
rights associated with the August 2005 and October 2005 financings.
(49) Represents: (a) 66,667 shares of common stock purchased pursuant our
October 2005 financing; (b) 2,000 shares of common stock acquired as
liquidated damages in connection with registration rights associated
with the October 2005 financing; (c) 33,333 shares of common stock
purchased pursuant to our December 2005 financing; and (d) 13,333
shares of common stock issuable upon exercise of warrants with an
exercise price of $4.00 per share and an expiration date of December
28, 2010 purchased pursuant to our December 2005 financing. Keith
Goodman has voting and dispositive control over the securities held
by Nite Capital LP.
(50) Represents: (a) 27,000 share of common stock purchased pursuant to
our August 2005 financing; (b) 6,333 shares of common stock
purchased pursuant our October 2005 financing; and (c) 1,540 shares
of common stock acquired as liquidated damages in connection with
registration rights associated with the August 2005 and October 2005
financings.
(51) Represents 26,250 shares of common stock issuable upon exercise of
placement agent warrants with an exercise price of $3.00 per share
and an expiration date of December 29, 2010. Olympus Securities, LLC
is a registered broker-dealer. The placement agent warrants were
received as compensation for placement agent services.
(52) Represents: (a) 27,667 shares of common stock purchased pursuant our
August 2005 financing; (b) 52,333 shares of common stock purchased
pursuant our October 2005 financing; (c) 1,383 shares of common
stock acquired as liquidated damages in connection with registration
rights associated with the August 2005 financing; and (d) 1,570
shares of common stock acquired as liquidated damages in connection
with registration rights associated with the October 2005 financing.
(53) Represents: (a) 20,000 shares of common stock acquired upon
conversion of $25,000 principal amount secured convertible notes
issued by Robert Petty individually; (b) 10,000 shares of common
stock purchased pursuant our October 2005 financing; and (c) 300
shares of common stock acquired as liquidated damages in connection
with registration rights associated with the October 2005 financing.
(54) Represents: (a) 40,000 shares of common stock purchased pursuant our
October 2005 financing; and (b) 1,200 shares of common stock
acquired as liquidated damages in connection with registration
rights associated with the October 2005 financing.
(55) Represents: (a) 10,000 shares of common stock purchased pursuant to
our December 2005 financing; and (b) 4,000 shares of common stock
issuable upon exercise of warrants with an exercise price of $4.00
per share and an expiration date of December 28, 2010 purchased
pursuant to our December 2005 financing.
(56) Represents: (a) 3,000 shares of common stock issuable upon exercise
of placement agent warrants with an exercise price of $1.50 per
share and an expiration date of August 23, 2010; and (b) 2,000
shares of common stock issuable upon exercise of placement agent
warrants with an exercise price of $3.00 per share and an expiration
date of December 29, 2010. At the time of our August 2005 and
December 2005 financings, Mr. McGrath was a registered
representative of Brimberg & Co., a registered broker-dealer. The
placement agent warrants were received as compensation for placement
agent services.
(57) Represents shares of common stock issuable upon conversion of
6,000,000 shares of Series A Preferred Stock. Each share of Series A
Preferred Stock is convertible into four one hundredth (0.04) of a
share of common stock. Robert Petty is our Chairman, President and
Chief Executive Officer.
(58) Represents shares of common stock issuable upon conversion of
1,500,000 shares of Series A Preferred Stock. Each share of Series A
Preferred Stock is convertible into four one hundredth (0.04) of a
share of common stock. Robin Smyth is one of our directors as well
as our Chief Financial Officer, Principal Accounting Officer,
Secretary and Treasurer.
(59) Represents: (a) 20,000 shares of common stock acquired upon
conversion of $25,000 principal amount secured convertible notes
issued by Robert Petty individually; and (b) 40,000 shares of common
stock issuable upon conversion of 1,000,000 shares of Series A
Preferred Stock. Each share of Series A Preferred Stock is
convertible into four one hundredth (0.04) of a share of common
stock.
(60) Represents: (a) 335,000 shares of common stock purchased pursuant to
our December 2005 financing; and (b) 134,000 shares of common stock
issuable upon exercise of warrants with an exercise price of $4.00
per share and an expiration date of December 28, 2010 purchased
pursuant to our December 2005 financing.
(61) Represents: (a) 123,500 shares of common stock purchased pursuant to
our December 2005 financing; and (b) 49,400 shares of common stock
issuable upon exercise of warrants with an exercise price of $4.00
per share and an expiration date of December 28, 2010 purchased
pursuant to our December 2005 financing.
(62)Represents: (a) 577,980 shares of common stock purchased pursuant our
August 2005 financing; and (b) 28,899 shares of common stock
acquired as liquidated damages in connection with registration
rights associated with the August 2005 financing.
(63) Represents: (a) 135,000 shares of common stock purchased pursuant
our August 2005 financing; (b) 31,667 shares of common stock
purchased pursuant our October 2005 financing; and (c) 7,700 shares
of common stock acquired as liquidated damages in connection with
registration rights associated with the August 2005 and October 2005
financings. Scott Derby has voting and dispositive control over the
securities held by SDS Capital Group SPC.
(64) Represents: (a) 33,333 shares of common stock purchased pursuant our
October 2005 financing; and (b) 1,000 shares of common stock
acquired as liquidated damages in connection with registration
rights associated with the October 2005 financing.
(65) Represents: (a) 12,000 shares of common stock acquired upon
conversion of $15,000 principal amount secured convertible notes
issued by Robert Petty individually; (b) 28,000 shares of common
stock purchased pursuant our October 2005 financing; and (c) 840
shares of common stock acquired as liquidated damages in connection
with registration rights associated with the October 2005 financing.
Eric Singer has voting and dispositive control over the securities
held by Singer Congressional Fund LP. At the time of our August
2005, October 2005 and December 2005 financings, Mr. Singer was a
registered representative of Pali Capital, Inc., a registered
broker-dealer. The securities purchased by Singer Congressional Fund
LP were acquired for investment purposes.
(66) Represents: (a) 48,000 shares of common stock acquired upon
conversion of $60,000 principal amount secured convertible notes
issued by Robert Petty individually; (b) 53,000 shares of common
stock purchased pursuant our October 2005 financing; (c) 1,590
shares of common stock acquired as liquidated damages in connection
with registration rights associated with the October 2005 financing;
(d) 35,000 shares of common stock purchased pursuant to our December
2005 financing; and (e) 14,000 shares of common stock issuable upon
exercise of warrants with an exercise price of $4.00 per share and
an expiration date of December 28, 2010 purchased pursuant to our
December 2005 financing.. Eric Singer has voting and dispositive
control over the securities held by Singer Fund LP. At the time of
our August 2005, October 2005 and December 2005 financings, Mr.
Singer was a registered representative of Pali Capital, Inc., a
registered broker-dealer. The securities purchased by Singer Fund LP
were acquired for investment purposes.
(67) Represents: (a) 40,000 shares of common stock acquired upon
conversion of $50,000 principal amount secured convertible notes
issued by Robert Petty individually; (b) 173,667 shares of common
stock purchased pursuant our October 2005 financing; (c) 5,210
shares of common stock acquired as liquidated damages in connection
with registration rights associated with the October 2005 financing;
(d) 6,333 shares of common stock purchased pursuant to our December
2005 financing; and (e) 2,533 shares of common stock issuable upon
exercise of warrants with an exercise price of $4.00 per share and
an expiration date of December 28, 2010 purchased pursuant to our
December 2005 financing.. Eric Singer has voting and dispositive
control over the securities held by Singer Opportunity Fund LP. At
the time of our August 2005, October 2005 and December 2005
financings, Mr. Singer was a registered representative of Pali
Capital, Inc., a registered broker-dealer. The securities purchased
by Singer Opportunity Fund LP were acquired for investment purposes.
(68) Represents: (a) 43,740 shares of common stock purchased pursuant our
August 2005 financing; (b) 35,504 shares of common stock purchased
pursuant our October 2005 financing; and (c) 3,252 shares of common
stock acquired as liquidated damages in connection with registration
rights associated with the August 2005 and October 2005 financings.
Salvatore Muoio has voting and dispositive control over the
securities held by SM Investors, LP.
(69) Represents: (a) 85,536 shares of common stock purchased pursuant our
August 2005 financing; (b) 70,448 shares of common stock purchased
pursuant our October 2005 financing; and (c) 6,390 shares of common
stock acquired as liquidated damages in connection with registration
rights associated with the August 2005 and October 2005 financings.
Salvatore Muoio has voting and dispositive control over the
securities held by SM Investors II, LP.
(70) Represents: (a) 32,724 shares of common stock purchased pursuant our
August 2005 financing; (b) 27,382 shares of common stock purchased
pursuant our October 2005 financing; and (c) 2,458 shares of common
stock acquired as liquidated damages in connection with registration
rights associated with the August 2005 and October 2005 financings.
Salvatore Muoio has voting and dispositive control over the
securities held by SM Investors Offshore, Ltd.
(71) Represents: (a) 166,667 shares of common stock purchased pursuant to
our December 2005 financing; and (b) 66,667 shares of common stock
issuable upon exercise of warrants with an exercise price of $4.00
per share and an expiration date of December 28, 2010 purchased
pursuant to our December 2005 financing.
(72) Represents: (a) 96,079 shares of common stock purchased pursuant to
our August 2005 financing; (b) 9,716 shares of common stock
purchased pursuant to our December 2005 financing; (c) 16,800 shares
of common stock acquired from Southpoint Offshore Operating Fund LP
pursuant to private transactions; (d) 1,875 shares of common stock
acquired from Southpoint Qualified Fund LP pursuant to a private
transaction; and (e) 4,804 shares of common stock acquired as
liquidated damages in connection with registration rights associated
with the August 2005 financing.
(73) Represents: (a) 298,520 shares of common stock purchased pursuant to
our August 2005 financing; (b) 216,667 shares of common stock
purchased pursuant our October 2005 financing; (c) 26,873 shares of
common stock acquired as liquidated damages in connection with
registration rights associated with the August 2005 and October 2005
financings; (d) 48,259 shares of common stock purchased pursuant to
our December 2005 financing; and (e) 40,000 shares of common stock
issuable upon exercise of warrants with an exercise price of $4.00
per share and an expiration date of December 28, 2010 purchased
pursuant to our December 2005 financing.
(74) Represents: (a) 361,262 shares of common stock purchased pursuant to
our August 2005 financing; (b) 18,157 shares of common stock
acquired as liquidated damages in connection with registration
rights associated with the August 2005 financing; (c) 42,025 shares
of common stock purchased pursuant to our December 2005 financing;
and (d) 92,131 shares of common stock acquired from Southpoint
Offshore Operating Fund LP pursuant to a private transaction.
(75) Represents: (a) 79,552 shares of common stock purchased pursuant our
August 2005 financing; and (b) 3,978 shares of common stock acquired
as liquidated damages in connection with registration rights
associated with the August 2005 financing.
(76) Represents: (a) 162,000 shares of common stock purchased pursuant
our August 2005 financing; and (b) 8,100 shares of common stock
acquired as liquidated damages in connection with registration
rights associated with the August 2005 financing.
(77) Represents: (a) 78,000 shares of common stock purchased pursuant our
October 2005 financing; and (b) 2,340 shares of common stock
acquired as liquidated damages in connection with registration
rights associated with the October 2005 financing. Dan Tara has
voting and dispositive control over the securities held by Sovereign
Capital Advisors LLC.
(78) Represents: (a) 270,000 shares of common stock purchased pursuant
our August 2005 financing; and (b) 63,333 shares of common stock
purchased pursuant our October 2005 financing; and (c) 15,400 shares
of common stock acquired as liquidated damages in connection with
registration rights associated with the August 2005 and October 2005
financings.
(79) Represents: (a) 54,275 shares of common stock issuable upon exercise
of placement agent warrants with an exercise price of $1.50 per
share and an expiration date of August 23, 2010; (b) 31,725 shares
of common stock issuable upon exercise of placement agent warrants
with an exercise price of $1.50 per share and an expiration date of
October 21, 2010; (c) 45,360 shares of common stock issuable upon
exercise of placement agent warrants with an exercise price of $3.00
per share and an expiration date of December 29, 2010; and (d)
35,000 shares of common stock issuable upon exercise of warrants
with an exercise price of $3.00 per shares acquired as compensation
for financial consulting services. At the time of our August 2005,
October 2005 and December 2005 financings, Mr. Marolda was a
registered representative of Brimberg & Co., a registered
broker-dealer. The placement agent warrants were received as
compensation for placement agent services.
(80) Represents shares of common stock acquired upon conversion of
$100,000 principal amount secured convertible notes issued by Robert
Petty individually.
(81) Represents 13,500 shares of common stock issuable upon exercise of
placement agent warrants with an exercise price of $1.50 per share
and an expiration date of August 23, 2010. At the time of our August
2005 financing, Mr. Lewis was a registered representative of
Brimberg & Co., a registered broker-dealer. The placement agent
warrants were received as compensation for placement agent services.
(82) Represents: (a) 27,000 shares of common stock purchased pursuant our
August 2005 financing; (b) 13,000 shares of common stock purchased
pursuant our October 2005 financing; and (c) 1,740 shares of common
stock acquired as liquidated damages in connection with registration
rights associated with the August 2005 and October 2005 financings.
(83) Represents: (a) 22,008 shares of common stock purchased pursuant our
August 2005 financing; and (b) 1,100 shares of common stock acquired
as liquidated damages in connection with registration rights
associated with the August 2005 financing.
(84) Represents: (a) 40,000 shares of common stock acquired upon
conversion of $50,000 principal amount secured convertible notes
issued by Robert Petty individually; (b) 16,667 shares of common
stock purchased pursuant our October 2005 financing; and (c) 500
shares of common stock acquired as liquidated damages in connection
with registration rights associated with the October 2005 financing.
Our common stock is listed on the Over-The-Counter Bulletin Board
under the symbol "RGRP.OB".
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this Prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this prospectus supplement no. 1 is September 21, 2006.