SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Midnight Bay Holdings Pty Ltd

(Last)

(First)

(Middle)

11 TORRESDALE COURT

(Street)

TOORAK, VICTORIA

3142

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ROO GROUP INC [ roog ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/10/2005		S		1,000,000	D	$24,857	17,000,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

Remarks:

1. Midnight Bay Holdings Pty Ltd and its associates claim beneficial ownership of 7,233,333 Common Ctock pursuant registered in the name of Robert Petty.These shares have not yet been delivered. 2.Midnight Bay holdings Pty Ltd and its associates did not vote for the the creation of Preferred Stock however the Common Stock claimed by Midnight Bay Holdings Pty Ltd in the name of Robert Petty were voted for the creation of Preferred Stock without consent to achieve greater than 50% Common Stockholder approval reported on 15 December 2004. The creation of the Preferred Stock is therefore claimed to be invalid or in the alternative as a result of the issue of Series A Preferred Stock on 17 March 2005 Midnight Bay Holdings Pty Ltd and its associates claim a beneficial entitlement to 2,000,000 Series A Preferred Stock and 4,000,000 of the underlying Common Stock or one third of the entitlement of Robert Petty and/or his associates. 3.Midnight Bay Holdings Pty Ltd and associates hold an indirect 31.4% interest in the equity and affairs of IPTV Pty Ltd however its influence and control over the shares held by IPTV Pty Ltd is limited to the indirect rights as a minority shareholder with no direct influence or control. IPTV Pty Ltd holds 7,000,000 Common Stock. 4. In accord with the arrangments with Robert Petty prior to the sale of 1,000,000 shares reported in this filing an offer of sale of shares was made to Robert Petty. That offer was not taken up.

	Midnight Bay Holdings Pty Ltd	04/12/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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