3SOF

Not any recent news out that I can find.
But something is up,for it to take a move to the upside in this manner.
Indicators have turned north.Will be watching tomorrow.

 

Profile:


ROO Group Inc
62 White Street
Suite 3 A
New York, NY 10013
Phone: 646-352-0260
Web Site: http://

DETAILS   
Index Membership: N/A
Sector: Healthcare
Industry: Drug Related Products
Employees (last reported count): 57


BUSINESS SUMMARY   
ROO Group, Inc., through its subsidiaries, operates as a digital media company in the United States. It provides products and solutions that enable the broadcast of video content from its customers' Web sites. The company provides the technology and content required for video to be played on computers via the Internet, as well as broadcasting platforms, such as set top boxes and wireless devices. ROO Group's activities include the aggregation of video content, media management, traditional and online advertising, hosting, and content delivery. It also operates a network of individual destination portals under the brand ROO TV, which enables end users worldwide to view video content over the Internet. ROO Group services Web sites based in the United States, Europe, Australia, and South Africa. In addition, the company provides integrated communication solutions, including direct marketing, Internet advertising, and sales promotion. It sells its products through direct sales force and resellers to media and newspaper chains, Internet service providers, and vertical Web sites. ROO Group is based in New York City.

Volume moving on up.....now @ 513,838................
+38.57%
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ROO GROUP INC (OTC BB:ROOG.OB) Delayed quote data 

Last Trade: 0.019
Trade Time: 10:38AM ET
Change:  0.005 (35.71%)
Prev Close: 0.014
Open: 0.019
Bid: 0.018 x 5000
Ask: 0.019 x 5000
1y Target Est: N/A

  Day's Range: 0.016 - 0.019
52wk Range: N/A
Volume: 218,838
Avg Vol (3m): N/A
Market Cap: 4.23M
P/E (ttm): N/A
EPS (ttm): -0.032
Div Yield (ttm): N/A (N/A)

ROOG puts video and advertising on web sites. Very low market cap ($4 million) relative to other companies doing the same thing (LOUD has a market cap of $96 million, ONT $47 million). Stock price was hammered after they did a toxic convertible but I expect they will retire the remainder of that debt soon which will stop price erosion. This is a high growth area with an ever increasing number of households using high speed internet access and ROOG.OB (http://roogroupinc.com/index.htm) is one of the biggest players (within the top 10 in the world) with some big name ad clients like Sony, ING, Saab, Microsoft etc.. I bought but this is not pump and dump. This is buy and hold. This company will likely get taken out in the next 12 to 24 months.

End of the trading day chart.
Indicators are pointing north.

i was looking at this friday...nice find....i like the voluume activity as of late...and i like the fact that the share price is under the ma's and the macd sittiing at the bottom trending upward...57 employees means a real company...good a buy as any...is there another chart that looks as good or better as this one?

Nice day,
with the break through the 50-day ema.
Close near the high of the day.

still keeping an eye on this....looks like monday might be a good time to get in...waiting for some news.....will get in low....not chasing stocks anymore.....it's a losing proposition...does not work for me.....i'll just take what the market wants to give me....

Hum....that's all I can say...hum

not good news for roog....posted loss.....be careful..

ROO Group Inc. (OTCBB: ROOG - http://finance.yahoo.com/q?s=ROOG.OB )

ROO Group Inc., an Online Broadcast Network, today announced it has successfully completed a private equity financing for total gross proceeds of $5.75 million dollars. $3.4 million of the proceeds were used to pay off and satisfy in full the company's convertible debt obligations. The company has announced that it will complete a 1 for 50 reverse stock split of its common stock. The financing was completed by Burnham Hill Partners, a division of Pali Capital, Inc. and Brimberg and Co.

"ROO was founded four years ago with the notion that the traditional TV entertainment experience was in the process of migrating to the Internet. Today it is clear that this transformation is reaching a rapid growth phase," said ROO CEO Robert Petty. "With the new financing complete, we believe ROO is positioned to take advantage of this transformation and become a top online broadcaster by uniting web sites, advertisers and content creators through our proprietary technology platform."

ROO is a leading online broadcaster delivering over 40 million videos per month through its vast network of affiliate web sites including Verizon broadband beat and Music.com. ROO generates revenue through in-stream TV style ads broadcast during user selected on-demand content. Recent advertisers on the ROO network include Pfizer, Microsoft, Walgreens, Honda and Hyundai.

Form 10QSB for ROO GROUP INC


--------------------------------------------------------------------------------

22-Aug-2005

Quarterly Report



Item 2. Management's Discussion and Analysis or Plan of Operation.
Set forth below is a discussion of the financial condition and results of operations of ROO Group, Inc. and its consolidated subsidiaries (the "Company," "we," "us," or "our") for the three and six months ended June 30, 2005 and 2004. The consolidated financial statements include the accounts of the Company, its wholly owned subsidiary ROO Media Corporation, its wholly owned subsidiary Bickhams and its 80% subsidiary Reality Group Pty. Ltd. Included in the consolidation with ROO Media Corporation are ROO Media Corporation's wholly owned subsidiary ROO Media (Australia) Pty Ltd. and ROO Media (Australia) Pty Ltd.'s wholly owned subsidiary Undercover Media Pty Ltd., its 76%-owned subsidiary ROO Media Europe Pty Ltd, its wholly owned subsidiary ROO Broadcasting Limited and its wholly owned subsidiary ROO TV Pty Ltd. Included in the consolidation with Bickhams is Bickhams' wholly owned subsidiary VideoDome, Inc. The following discussion should be read in conjunction with the information set forth in the consolidated financial statements and the related notes thereto appearing elsewhere in this quarterly report.

Certain statements contained herein may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements as a result of certain factors, including, but not limited to, risks associated with the integration of businesses following an acquisition, competitors with broader product lines and greater resources, emergence into new markets, the termination of any of our significant contracts, our inability to maintain working capital requirements to fund future operations, or our inability to attract and retain highly qualified management, technical and sales personnel.

We operate as a digital media company in the business of providing products and solutions to a global base of clients enabling the broadcast of topical video content from their Internet websites. We specialize in providing the technology and content required for video to be played on computers via the Internet as well as emerging broadcasting platforms such as set top boxes and wireless devices (i.e., mobile phones and PDAs). Our core activities include the aggregation of video content, media management, traditional and online advertising, hosting, and content delivery.

RESULTS OF OPERATIONS - THREE AND SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO THE THREE AND SIX MONTHS ENDED JUNE 30, 2004

REVENUES

Total revenues increased by $408,334 from $1,140,972 for the three months ended June 30, 2004 to $1,549,306 for the three months ended June 30, 2005, an increase of 36%, and by $1,987,580 from $1,149,474 for the six months ended June 30, 2004 to $3,137,054 for the six months ended June 30, 2005, an increase of 173%. The increase over the periods reflects the inclusion of revenues of Reality Group Pty Ltd. from the date of the acquisition of that company and the increasing sales revenue from operations.

EXPENSES

OPERATIONS. Operating expenses increased by $298,575 from $789,754 for the three months ended June 30, 2004 to $1,088,329 for the three months ended June 30, 2005, an increase of 38%, and by $1,232,222 from $789,754 for the six months ended June 30, 2004 to $2,021,976 for the six months ended June 30, 2005, an increase of 156%. The increase over the periods reflects the inclusion of operating expenses of Reality Group Pty Ltd. from the date of the acquisition of that company and the increasing costs associated with revenue generation. These expenses are primarily the costs directly associated with the generation of revenues. They include content costs, photography and production costs and printing of finished materials.

RESEARCH AND DEVELOPMENT. Research and development expenses consist primarily of salaries and related personnel costs, and consulting fees associated with product development. Research and development expenses increased by $78,491 from $83,371 for the three months ended June 30, 2004 to $161,862 for the three months ended June 30, 2005, an increase of 94%. Research and development expenses increased by $159,971 from $146,001 for the six months ended June 30, 2004 to $305,972 for the six months ended June 30, 2005, an increase of 110%. The increase in research and development expenses was due primarily to the increase in development activities associated with enhancements to our management platform which was acquired in the acquisition of Videodome Networks, Inc.

SALES AND MARKETING. Sales and marketing expenses consist primarily of expenses for advertising, sales and marketing personnel, expenditures for advertising, and promotional activities and expenses to bring our products and services to market. These expenses increased by $361,198 from $115,558 for the three months ended June 30, 2004 to $476,756 for the three months ended June 30, 2005, an increase of 313%, and by $744,626 from $168,061 for the six months ended June 30, 2004 to $912,687 for the six months ended June 30, 2005, an increase of 443%. This increase was due primarily to the inclusion of the sales and marketing expenses of Reality Group Pty Ltd. and increased costs in the sales and marketing of our products.

We believe that additional sales and marketing personnel and programs are required to remain competitive. Therefore, we expect that our sales and marketing expenses will continue to increase for the foreseeable future.

GENERAL AND ADMINISTRATIVE. General and administrative expenses consist primarily of expenses for management, finance and administrative personnel, legal, accounting, consulting fees, and facilities costs. These expenses increased by $261,816 from $501,477 for the three months ended June 30, 2004 to $763,293 for the three months ended June 30, 2005, an increase of 52%, and by $2,050,128 from $591,160 for the six months ended June 30, 2004 to $2,641,288 for the six months ended June 30, 2005, an increase of 347%. This increase was due primarily to providing administrative support to the increased activity of operations and the issuance of stock and options valued at $1,140,456 of which $750,000 were to our directors and executive officers, Robert Petty and Robin Smyth, as performance bonuses.

REDEMPTION PREMIUM ON CONVERTIBLE NOTE

On May 19, 2005, we applied $200,000 of the $600,000 gross proceeds from Mr. Petty's loan to redeem $142,857 principal amount of the Company's outstanding $3,000,000 principal amount of callable secured convertible notes. The difference between the amount paid and the principal amount redeemed of $57,143 was expensed as a redemption premium on the convertible note.

INTEREST INCOME

Interest Income increased by $3,258 from $729 for the three months ended June 30, 2004 to $3,987 for the three months ended June 30, 2005, an increase of 447%, and by $3,271 from $774 for the six months ended June 30, 2004 to $4,045 for the six months ended June 30, 2005, an increase of 423%.

INTEREST EXPENSE, RELATED PARTY

Interest expense, related party, includes interest charges on our indebtedness to Robert Petty, our Chairman and Chief Executive Officer. The expense increased by $6,648 from $13,088 for the three months ended June 30, 2004 to $19,736 for the three months ended June 30, 2005, an increase of 51%, and by $6,857 from $25,525 for the six months ended June 30, 2004 to $32,382 for the six months ended June 30, 2005, an increase of 27%. The increase is due to the increase in the amount of loan outstanding and the amortization of debt discount and beneficial conversion features.

INTEREST EXPENSE, OTHER

Interest expense, other, includes the interest payable to callable secured convertible notes. The expense increased by $108,804 from $24,546 for the three months ended June 30, 2004 to $133,350 for the three months ended June 30, 2005, an increase of 443%, and by $163,707 from $29,498 for the six months ended June 30, 2004 to $221,229 for the six months ended June 30, 2005, an increase of 650%. The increase is due to the increasing amount of callable secured convertible notes outstanding and the amortization of debt discount and beneficial conversion features.

INTEREST EXPENSE, OTHER NON CASH

Interest expense, other non cash is the amount the company computed as the value of the beneficial conversion feature of the third placement of the callable secured convertible note which was charged to interest expense.

NET LOSS BEFORE INCOME TAXES

Net loss before income taxes was $1,207,176 for the three months ended June 30, 2005, compared to a net loss of $458,623 for the three months ended June 30, 2004, an increase of $748,553 or 163%, and $3,462,598 for the six months ended June 30, 2005, compared to a net loss of $1,106,028 for the six months ended June 30, 2004, an increase of $2,356,570 or 213%. The increase in our net loss is due to the increase in activities to develop products for revenue generation sales and marketing expenses in generating revenue and the increase in administrative expenses to support these activities, which are described above.

LIQUIDITY AND CAPITAL RESOURCES

From ROO Media Corporation's inception through June 30, 2005, we have financed our activities through funding from a loan facility from Robert Petty, our Chairman and Chief Executive Officer, and through private placements of convertible debt with detachable warrants.

Net cash used in operating activities was $1,398,329 for the six months ended June 30, 2005, compared to $435,037 for the six months ended June 30, 2004, an increase of 214%. The increase in net cash used in operating activities is primarily the result of the increase in our net operating losses.

Net cash used in investing activities was $351,028 for the six months ended June 30, 2005, compared to net cash provided by investing activities for the six months ended June 30, 2004 of $11,169, an increase in net cash used investing activities of $362,197. The increase in net cash used in investing activities is primarily the result of the cost of acquisitions, purchase of equipment and the capitalization of content costs.

Net cash provided by financing activities was $1,564,126 for the six months ended June 30, 2005 compared to $571,258 for the six months ended June 30, 2004, an increase of $992,868 or 174%. The increase in net cash provided by financing activities was primarily due to an increase in the loan from Robert Petty, our Chairman and Chief Executive Officer and a debt financing through a convertible note, which is described below.

We entered into a Securities Purchase Agreement with four accredited investors on September 10, 2004 for the sale of (i) $3,000,000 in callable secured convertible notes and (ii) warrants to purchase 3,000,000 shares of common stock. On February 9, 2005, the third tranche of the transaction closed and we issued an aggregate principal amount of $1,000,000 callable secured convertible notes and warrants to purchase an aggregate of 1,000,000 shares of common stock in consideration for net proceeds of $965,000.

The callable secured convertible notes bear interest at 8%, mature two years from the date of issuance, and are convertible into our common stock, at the investors' option, at the lower of: (i) $0.20; or (ii) 65% of the average of the three lowest intraday trading prices for the common stock on the OTC Bulletin Board for the 20 trading days before but not including the conversion date.

The warrants are exercisable until five years from the date of issuance at a purchase price of $0.10 per share. The investors may exercise the warrants on a cashless basis if the shares of common stock underlying the warrants are not then registered pursuant to an effective registration statement. In the event the investors exercise the warrants on a cashless basis, then the Company will not receive any proceeds. In addition, the exercise price of the warrants will be adjusted in the event the Company issues common stock at a price below market, with the exception of any securities issued as of the date of the warrants or issued in connection with the callable secured convertible notes issued pursuant to the Securities Purchase Agreement.

On May 18, 2005, we entered into a Note Purchase Agreement with Robert Petty, our Chairman and Chief Executive Officer. In consideration for gross proceeds of $600,000, we incurred a debt payable to Mr. Petty in the amount of $600,000. We paid transaction fees totaling $92,500, which includes a $60,000 placement agent fee in connection with the sale by Mr. Petty of $600,000 principal amount of Secured Convertible Promissory Notes (described below) and $32,500 in legal fees in connection with the below transactions. As evidence of the $600,000 debt and a prior existing $500,000 debt payable to Mr. Petty, we issued Mr. Petty a promissory note in the principal amount of $1,100,000. The principal sum of $1,100,000 plus interest at the rate of 10% per annum calculated beginning June 1, 2005 is due to be re-paid on December 31, 2005. Our obligations under the promissory note are secured by a subordinated security interest in all of our assets.

On May 19, 2005, we applied $200,000 of the $600,000 gross proceeds from Mr. Petty's loan to redeem $142,857 principal amount of the Company's outstanding $3,000,000 principal amount of callable secured convertible notes. As consideration for the redemption, the holders of the Notes agreed not to convert any amount due under the Notes at a conversion price less than $0.10 per share for a 60-day period ending July 18, 2005.

In connection with the above loan from Mr. Petty to the Company, Mr. Petty personally sold an aggregate of $600,000 principal amount of Secured Convertible Promissory Notes to certain investors. The Secured Convertible Promissory Notes are convertible into common stock held by Mr. Petty at a price of $.0.025 per share. Mr. Petty's obligations under the Secured Convertible Promissory Notes are secured by a subordinated security interest in the $1,100,000 principal amount promissory note payable by the Company to Mr. Petty. The Secured Convertible Promissory Notes bear interest at a rate of 8% per annum. .

As partial consideration for the loan from Mr. Petty, we entered into a registration rights agreement, pursuant to which we agreed to prepare and file a registration statement providing for the resale of the shares of common stock issuable upon conversion of the Secured Convertible Promissory Notes, including shares of common stock that may be issued as interest payments under the Secured Convertible Promissory Notes. If the registration statement is not filed by November 25, 2005 or declared effective by December 25, 2005, Mr. Petty must pay liquidated damages equal to 2% per calendar month or portion thereof of the aggregate principal amount of the Secured Convertible Promissory Notes. Any liquidated damages may be paid in Mr. Petty's option in cash or shares of common stock of the Company which are owned by Mr. Petty.

As of June 30, 2005, we had a working capital deficiency of approximately $1,860,000. Our cash balance as of June 30, 2005 of $120,816 is, in management's opinion, not sufficient to ensure our continued operation and the payment of debts until our business is profitable and generating sufficient cash flow to meet our liquidity requirements, of which there can be no assurance. We do not expect additions to property and equipment to be material in the near future.

We anticipate that our liquidity needs over the next 12 months will require additional financings. If cash generated from operations is insufficient to satisfy our liquidity requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. To meet current liquidity requirements a Securities Purchase Agreement was entered into on July 18, 2005 which is described subsequent events. The sale of additional equity or convertible debt securities could result in additional dilution to our stockholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

SUBSEQUENT EVENT

On July 18, 2005, we entered into a Securities Purchase Agreement with four accredited investors for the sale of: (i) $2,500,000 in callable secured convertible notes; and (ii) warrants to purchase 5,000,000 shares of common stock. The investors are obligated to provide us with the funds as follows: (i) $550,000 was disbursed on July 19, 2005; and (ii) approximately $177,273 will be disbursed on the final business day of each month beginning in August 2005 and ending June 2006. However, the entire $2,500,000 must be funded by the investors within five business days after effectiveness of a registration statement covering the number of shares of common stock underlying the callable secured convertible notes and the warrants.

The callable secured convertible notes mature three years from the date of issuance and bear interest at 8% per annum, provided that no interest will be due for any month in which the trading price of our common stock is greater than $0.02575 for each trading day of the month. The callable secured convertible notes are convertible into our common stock at the investors' option, at the lower of: (i) $0.10 (the "Fixed Conversion Price"); or (ii) 50% of the average of the three lowest intraday trading prices for the common stock on the OTC Bulletin Board for the 20 trading days before but not including the conversion date. The Fixed Conversion Price will be adjusted in the event we issue common stock at a price below $0.10, with the exception of securities granted under employee stock option plans.

We may prepay the callable secured convertible notes in full if we pay the investors an amount in cash equal to either: (i) 125% for prepayments occurring within 30 days of the issue date; (ii) 135% for prepayments occurring between 31 and 60 days of the issue date; or (iii) 150% for prepayments occurring after the 60th day following the issue date. If the trading price of our common stock is below $0.10 for each day of a particular month after the issue date, we may prepay a portion of the outstanding principal amount of the callable secured convertible notes equal to 104% of the principal amount divided by 36 plus one month's interest. Each time we prepay a portion of the outstanding principal amount of the callable secured convertible notes, the investors may not convert any amount of notes during the remainder of the month in which we make the partial prepayment.

Upon a default under the terms of the callable secured convertible notes, we must pay the investors 130% of the principal amount plus unpaid interest due, if any. In addition, we granted the investors a security interest in substantially all of our assets, including the assets of wholly owned subsidiaries, and intellectual property. We also granted the investors a security interest in all of the capital stock of any corporation owned by us.

We are required to file a registration statement with the Securities and Exchange Commission, which will include the common stock underlying the callable secured convertible notes and the warrants, within 30 days from receipt of a written demand from the investors for us to do so. If the registration statement is not declared effective within 120 days following the investor demand, we are required to pay liquidated damages to the investors in an amount equal to three percent of the outstanding principal amount of the callable secured convertible notes per month. In the event we breach any representation or warranty in the Securities Purchase Agreement, we are required to pay liquidated damages in shares or cash, at the election of the investors, in an amount equal to three percent of the outstanding principal amount of the callable secured convertible notes per month plus accrued and unpaid interest.

The warrants are exercisable until five years from the date of issuance at a purchase price of $0.20 per share. The investors may exercise the warrants on a cashless basis if the shares of common stock underlying the warrants are not then registered pursuant to an effective registration statement. In the event the investors exercise the warrants on a cashless basis, then we will not receive any proceeds. In addition, the exercise price of the warrants will be adjusted in the event we issue common stock at a price below market, with the exception of: (i) any securities issued as of the date of the warrants; (ii) any stock or options which may be granted or exercised under any employee benefit plan; or (iii) any shares of common stock issued in connection with the callable secured convertible notes issued pursuant to the Securities Purchase Agreement.

The conversion price of the callable secured convertible notes and the exercise price of the warrants may also be adjusted in certain circumstances such as if we pay a stock dividend, subdivide or combine outstanding shares of common stock into a greater or lesser number of shares, or take such other actions as would otherwise result in dilution of the investors' position.

The investors have agreed to restrict their ability to convert their callable secured convertible notes or exercise their warrants and receive shares of our common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.9% of the then issued and outstanding shares of common stock.

EXCHANGE RATE RISK

We conduct our operations in primary functional currencies: the United States dollar, the British pound, the Euro and the Australian dollar. Historically, neither fluctuations in foreign exchange rates nor changes in foreign economic conditions have had a significant impact on our financial condition or results of operations. We currently do not hedge any of our foreign currency exposures and are therefore subject to the risk of exchange rate fluctuations. We invoice our international customers primarily in U.S. dollars, except in Europe, the United Kingdom and Australia, where we invoice our customers primarily in euros, pounds and Australian dollars, respectively. We are exposed to foreign exchange rate fluctuations as the financial results of foreign subsidiaries are translated into U.S. dollars in consolidation and as our foreign currency consumer receipts are converted into U.S. dollars. Our exposure to foreign exchange rate fluctuations also arises from payables and receivables to and from our foreign subsidiaries, vendors and customers. Foreign exchange rate fluctuations did not have a material impact on our financial results in the three and six months ended June 30, 2005 and 2004.

GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have incurred net operating losses of approximately $1,207,000 for the three months ended June 30, 2005, compared to $459,000 for the three months ended June 30, 2004 and $3,463,000 for the six months ended June 30, 2005, compared to $1,106,000 for the six months ended June 30, 2004. Additionally, as of June 30, 2005, we had a net working capital deficiency of approximately $1,860,000 and negative cash flows from operating activities of approximately $1,398,000. Since ROO Media Corporation's inception, we have incurred losses, had an accumulated deficit, and have experienced negative cash flows from operations. The expansion and development of our business may require additional capital. This condition raises substantial doubt about our ability to continue as a going concern. Our management expects cash flows from operating activities to improve in the second half of fiscal 2005, primarily as a result of an increase in sales, and plans to raise financing through various methods to achieve their business plans, although there can be no assurance thereof. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flows or obtain additional financing when required, we may have to modify, delay or abandon some or all of our business and expansion plans.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.

 ...i missed the ride.....put it in itgn...

A nice up day,volume up nice.
Support @ 0.03....Resistance @ 0.04
MACD and Stochastic are bullish.

Quote from: 52 windsor deluxe on August 23, 2005, 11:00:37 PM
...i missed the ride.....put it in itgn...

A smart move....IGTN had a down day,good point for folks to buy.
I have a nice big gain with it.
IMHO,I think there is more to come.
Where did you see that ROOG posted a loss, Thanks for the info.
Good luck with your trade on IGTN.....