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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 C3 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) 07/15/2005
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/03/2005		S		437,216	D	$13,206	15,612,784	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

Continuing Notes - These notes 1 to 4 will in future be referred to as "Continuing Notes" until changed. 1. Midnight Bay Holdings Pty Ltd & associates claim beneficial ownership of 7,233,333 common stock registered in the name of Robert Petty. These have not been delivered. 2. Midnight Bay Holdings Pty Ltd & associates did not vote and did not authorize the vote on 15 December 2004 of the 7,233,333 common stock registered in the name of Robert Petty to achieve 50% vote in favour of the creation of of preferred stock, the creation of which is claimed to be invalid or in the alternative Midnight Bay Holdings Pty Ltd & associates claim a beneficial entitlement to the greater of one third of or 2,000,000 Series A Preferred Stock purportedly issued on 17 March 2005. 3. Midnight Bay Holdings Pty Ltd & associates have an indirect interest believed to be 31% of the holding of 7,000,000 common stock believed to be held by IPTV Pty Ltd however does not have control over or details of such stock. 4. Midnight Bay Holdings Pty Ltd & associates claim a one third interest in the convertible note stock created on 19 May 2005 and registered in the name of Robert Petty & associates. 5. Robert Petty was offered the opportunity to acquire the common stock sold pursuant to this filing. The offer was not taken up.

	Midnight Bay Holdings Pty Ltd	08/05/2005
	** 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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