-----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, COePtBvgzpKU/UVXZ0GFj/4gng/O+GDykfmRw68cZbipsE4a0gGQ+elogF1X3LLo LH3kSO7LpO0hBR9D7BNg6w== 0001116502-06-000664.txt : 20060330 0001116502-06-000664.hdr.sgml : 20060330 20060330121158 ACCESSION NUMBER: 0001116502-06-000664 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060330 DATE AS OF CHANGE: 20060330 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROO GROUP INC CENTRAL INDEX KEY: 0001076700 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SERVICES, NEC [8900] 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: 06721601 BUSINESS ADDRESS: STREET 1: 228 EAST 45TH STREET STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 646-320-4394 MAIL ADDRESS: STREET 1: 228 EAST 45TH STREET STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 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: 405 LEXINGTON AVENUE STREET 2: - CITY: NEW YORK STATE: NY ZIP: 91316 BUSINESS PHONE: 888-612-4188 MAIL ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: - CITY: NEW YORK STATE: NY ZIP: 91316 FORMER COMPANY: FORMER CONFORMED NAME: I T TECHNOLOGY INC DATE OF NAME CHANGE: 20000120 SC 13D/A 1 roogroup-sc13d_a.txt AMENDMENT TO SCHEDULE 13D ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* ROO GROUP, INC. (Name of Issuer) Shares of Common Stock, $0.0001 Par Value (Title of Class of Securities) 928234 10 3 (CUSIP Number) Levi Mochkin, President 405 Lexington Avenue, 26th Floor New York, NY 10174 (888) 612-4188 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 29, 2006 (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 [ ]. * 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 ________________________________________________________________________________ 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Avenue Group, Inc., I.R.S. Identification No. 90-0200077 ________________________________________________________________________________ 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) ________________________________________________________________________________ 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 140,109 NUMBER OF SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER 140,109 REPORTING PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 ________________________________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 140,109 ________________________________________________________________________________ 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [__] ________________________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% ________________________________________________________________________________ 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO ________________________________________________________________________________ * Based on 13,176,436 shares of the Issuer's common stock outstanding as reported on the Issuer's Form SB-2 filed with the SEC on February 8, 2006. This Amendment No. 3 (this "Amendment") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission by Avenue Group, Inc. (the "Reporting Person") with respect to ROO Group, Inc. (the "Issuer") on January 8, 2004, as amended on September 22, 2004 and February 14, 2005 (the "Schedule 13D"). Pursuant to Rule 13d-2(e) of the Securities Exchange Act of 1934, as amended, this Amendment amends but does not restate the entire text of the Schedule 13D; only those Items that are amended or supplemented are reported herein. Except as amended and supplemented herein, the Schedule 13D, including the definitions of terms not otherwise defined herein, remains in full force and effect. This Amendment is also being filed on behalf of the Reporting Person to reflect a change in the Reporting Person's beneficial ownership of the Issuer's shares, which terminates the Reporting Person's obligation to report its beneficial ownership. ________________________________________________________________________________ ITEM 2. IDENTITY AND BACKGROUND Item 2 of the Schedule 13D is hereby amended by changing the address of the Reporter Person to the following: Avenue Group, Inc. 405 Lexington Avenue, 26th Floor New York, New York 10174 ________________________________________________________________________________ ITEM 4. PURPOSE OF TRANSACTION Item 4 of the Schedule 13D is hereby supplemented by adding the following at the end of such item: Between November 17, 2005 through March 16, 2006, the Reporting Person disposed of an aggregate of 533,101 shares of the Issuer's common stock. The purpose of the transaction was to liquidate some of the Reporting Person's holdings of shares of the Issuer's common stock. The following table shows the dates and prices of the sales made by the Reporting Person: Date of Number of Disposition Share Price Proceeds 17-Nov `05 5,500 $3.50 $19,249.00 18-Nov '05 29,000 $3.39 $98,450.00 21-Nov `05 6,500 $3.44 $22,334.00 23-Nov `05 11,800 $3.76 $44,400.00 25-Nov `05 5,000 $3.52 $17,600.00 28-Nov `05 17,000 $3.39 $57,712.00 29-Nov `05 8,000 $3.04 $24,345.00 30-Nov `05 11,000 $3.02 $33,216.00 2-Dec `05 5,000 $3.16 $15,785.00 5-Dec `05 3,500 $3.35 $11,715.00 12-Dec `05 6,000 $3.00 $18,008.00 22-Dec `05 1,700 $2.94 $5,000.00 21-Feb `06 3000 $2.37 $7,117.00 23-Feb `06 7,500 $2.45 $18,359.00 24-Feb `06 7,000 $2.52 $17,624.00 27-Feb `06 2,500 $2.52 $6,294.00 15-Mar `06 3,101 $2.91 $9,013.00 16-Mar `06 400,000 $2.50 $999,419.00 Total `06 533,101 $2.67 $1,425,639.00 -------------------------------------------------------- ________________________________________________________________________________ ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Schedule 13D is hereby deleted in its entirety and the following is inserted in lieu thereof: (a) The Reporting Person owns 140,109 shares (representing 1.0%) of the issued and outstanding common stock of the Issuer. The foregoing percentage is based on 13,176,436 shares of the Issuer's common stock outstanding as reported on the Form SB-2 filed by the Issuer with the SEC on February 2, 2006. (b) The Reporting Person has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of all of the shares of Common Stock of the Issuer currently owned by it. (c) Except for the dispositions of the shares reported herein, the Reporting Person has not effected any transactions in the shares of the Issuer during the past 60 days. (d) No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported above in this Item 5. (e) Not applicable. 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. AVENUE GROUP, INC. March 29, 2006 ---------------------------------------- (Date) Levi Mochkin ---------------------------------------- (Signature) President and Chief Executive Officer ---------------------------------------- (Name/Title) Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----