SecProbe.io

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                                                              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

<PAGE>

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

<PAGE>

                                  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:

<PAGE>

                                 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

<PAGE>

                                 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.

                                       1
<PAGE>

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