-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JjJogTySHq/cY5rXfqweWLJX0rw+cuEhZrwdyW1eKt4dRuY3jlLTw+nsh3GHafYX d7e3pCkS+yIqLxH9eIVbIA== 0001116502-05-000258.txt : 20050214 0001116502-05-000258.hdr.sgml : 20050214 20050214160057 ACCESSION NUMBER: 0001116502-05-000258 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROO GROUP INC CENTRAL INDEX KEY: 0001076700 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 113447894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79385 FILM NUMBER: 05609957 BUSINESS ADDRESS: STREET 1: 62 WHITE STREET STREET 2: THIRD FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 646-320-4394 MAIL ADDRESS: STREET 1: 62 WHITE STREET STREET 2: THIRD FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 FORMER COMPANY: FORMER CONFORMED NAME: VIRILITEC INDUSTRIES INC DATE OF NAME CHANGE: 19990326 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AVENUE GROUP INC CENTRAL INDEX KEY: 0001100006 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980200077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 17547 VENTURA BOULEVARD STREET 2: SUITE 305 CITY: ENCINO STATE: CA ZIP: 91316 BUSINESS PHONE: 8184651200 MAIL ADDRESS: STREET 1: 17547 VENTURA BOULEVARD STREET 2: SUITE 305 CITY: ENCINO STATE: CA ZIP: 91316 FORMER COMPANY: FORMER CONFORMED NAME: I T TECHNOLOGY INC DATE OF NAME CHANGE: 20000120 SC 13D/A 1 roogroupinc-sc13da.txt AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* ROO GROUP, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 928234 10 3 (CUSIP Number) Levi Mochkin, President Avenue Group, Inc. 17547 Ventura Boulevard Encino, California 91316 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 7, 2005 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 928234 10 3 AMENDMENT NO. 2 TO SCHEDULE 13D Page 2 of 2 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Avenue Group, Inc. Tax I.D. No. 98-0200077 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC / OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Sole Voting Power 33,660,483 -------------------------------------------------------- Number of 8. Shared Voting Power Shares -0- Beneficially Owned by -------------------------------------------------------- Each 9. Sole Dispositive Power Reporting 33,660,483 Person With -------------------------------------------------------- 10. Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 33,660,483 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 17.2%* - ------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- * The calculation of the foregoing percentage is based on 195,583,425 shares of the Issuer's common stock outstanding as reported on the Issuer's Form SB-2/A as filed with the SEC on January 11, 2005. CUSIP No. 928234 10 3 AMENDMENT NO. 2 TO SCHEDULE 13D Page 3 of 3 ITEM 1. SECURITY AND ISSUER Not applicable. ITEM 2. IDENTITY AND BACKGROUND Not applicable. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 is hereby amended by adding the following at the end thereof: "The source of consideration for the disposition of shares reported on this Amendment No. 2 consisted of an exchange of shares pursuant to a Separation Agreement an General Release between Avenue Group, Inc., a Delaware corporation ("Avenue") and Jonathan Herzog ("Herzog"), as described in Item 4, below." ITEM 4. PURPOSE OF TRANSACTION Item 4 is hereby amended by adding the following at the end thereof: Effective February 7, 2005, Avenue and Herzog entered into a Separation Agreement and General Release ("Separation Agreement") pursuant to which Herzog agreed to cause to be delivered to Avenue a total of 10,000,000 shares of Avenue's common stock and shall pay Avenue $125,000 in exchange for the delivery by Avenue to Herzog of 12,500,000 shares 12,500,000 shares of the common stock of the Issuer owned by Avenue and a cash payment of $125,000. Avenue currently holds all its shares of Common Stock in the Issuer for investment purposes only. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby deleted in its entirety and replaced with the following: (a) Avenue Group beneficially owns 33,660,483 shares of the Common Stock, or approximately 17.2% of the outstanding Common Stock. This percentage is based on 195,583,425 shares of the Issuer's common stock outstanding as reported on the Issuer's Form SB-2/A as filed with the SEC on January 11, 2005. (b) Avenue has the sole power to vote and dispose, or direct the disposition, of all 33,660,483 shares of the Common Stock. (c) Effective November 8, 2004, 839,517 shares of the Issuer's common stock were assigned to Jonathan Herzog, an officer of Avenue, in exchange for services valued at $45,250. Effective February 7, 2005, Avenue and Herzog entered into a Separation Agreement and General Release ("Separation Agreement") pursuant to which Herzog agreed to cause to be delivered to Avenue a total of 10,000,000 shares of Avenue's common stock and shall pay Avenue $125,000 in exchange for the delivery by Avenue to Herzog of 12,500,000 shares 12,500,000 shares of the common stock of the Issuer owned by Avenue and a cash payment of $125,000. . (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. CUSIP No. 928234 10 3 AMENDMENT NO. 2 TO SCHEDULE 13D Page 4 of 4 Item 6 is hereby amended by adding the following at the end thereof: "Effective February 7, 2005, Herzog and Avenue entered into the Separation Agreement described in Item 4 herein relating, among other things, to the transfer to Herzog of shares of the Issuer's common stock." ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended by adding the following at the end thereof: 99.5 Separation Agreement and General Release dated February 1, 2005 between Jonathan Herzog and Avenue Group** ** Previously filed as Exhibit 99.1 to Avenue Group's Form 8-K filed on February 11, 2005 (File No. 000-30543), which exhibit is incorporated herein by this reference. CUSIP No. 928234 10 3 AMENDMENT NO. 2 TO SCHEDULE 13D Page 5 of 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 10, 2005 Avenue Group, Inc. By: /s/ Levi Mochkin ------------------------------------- Name: Levi Mochkin Title: President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----