8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 29, 2008

KIT digital, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 000-25659 (Commission File Number) 11-3447894 (IRS Employer Identification No.)

228 East 45th Street 8th Floor New York, NY 10017

(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code: (212) 661-4111

Copies to:

Richard A. Friedman, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32^nd Floor

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Items

Commencing on May 29, 2008, KIT digital, Inc.’s common stock traded on the OTCBB under the trading symbol “KITD”. The new symbol was assigned to the Company after its Certificate of Incorporation was amended effective May 19, 2008 to change the Company’s name from ROO Group, Inc. to KIT digital, Inc.

Item 7.01 Regulation FD Disclosure.

On May 29, 2008, the Company issued a press release concerning the matters discussed above. A copy of such press release is being furnished as Exhibit 99.1 to this current report on Form 8-K.

The information in this Item 7.01 of this current report on Form 8-K, together with the information in Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Such information shall not be deemed incorporated by reference into any registration statement or other document filed with the SEC.

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Item 9.01 Financial Statements and Exhibits.

(c)   Exhibits.

Exhibit Number	Description
3.1	Certificate of Amendment to the Certificate of Incorporation filed with the Secretary of State on May 19, 2008
99.1	Press Release dated May 29, 2008

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	KIT digital, Inc.
	/s/ Kaleil Isaza Tuzman
Date: June 2, 2008	_______________________
	Kaleil Isaza Tuzman
	Chief Executive Officer

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EX-99.1

Press Release Source: KIT digital, Inc.

KIT digital Changes Ticker Symbol to KITD from RGRP

Thursday May 29, 1:41 pm ET

Completes implementation of corporate re-branding post acquisitions of Sputnik and Kamera 

DUBAI, May 29 /PRNewswire-FirstCall/ -- ROO Group Inc. (OTC Bulletin Board: RGRP - News) announced that it has officially changed its name to KIT digital, Inc. effective May 19, 2008, pursuant to an amendment to its Certificate of Incorporation filed with the Delaware Secretary of State. In addition, the company has received a new stock ticker symbol from NASDAQ: 'KITD' (the old ticker was 'RGRP'). This stock ticker change will go into effect for the trading community on Thursday, May 29, 2008.

Kaleil Isaza Tuzman, chairman and CEO of KIT digital, commented, "The new stock ticker symbol represents the completion of the merger of three companies: ROO Group, Sputnik Agency and Kamera Content. Our new brand has already been in use commercially for nearly two months; it has been embraced by our customers and employees, and with today's announcement we are repositioning the brand in the eyes of investors."

Gavin Campion, president of KIT digital, continued, "The integration of our two recent acquisitions is proceeding well. We believe we are uniquely positioned to lead and consolidate the rapidly growing market internationally for corporate IP-based video enablement and video-centric marketing solutions. We remain on track to achieve our stated financial goal of cash flow break- even by the fourth quarter of 2008, with an end-of-year monthly revenue target of US$2.5+ million (viz., an annualized revenue run rate by 4Q of US$30 million) and gross margins of approximately 65%."

About KIT digital

KIT digital, Inc. (OTC Bulletin Board: KITD - News) is a leading, global provider of proprietary IP-based video distribution technologies and video-centric interactive marketing solutions. Through its end-to-end platform, KIT digital works closely with consumer brands and content providers to maximize the value of video content via the Internet. The KIT platform allows clients to publish, manage and distribute digital video content, build online communities and integrate advertising. In addition, enterprises can access approximately 100 KIT-syndicated channels and 40,000 KIT-syndicated videos. Through its wholly owned subsidiary, Sputnik Agency, the Company offers businesses a full range of interactive marketing solutions. KIT digital clients include News Corp., Verizon, K-Mart, NASDAQ, Hummer and RCS. KIT digital has principal offices in Dubai, Melbourne (Australia), New York, and London. For additional information, please visit www.kit-digital.com.

Certain statements in this document constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of KIT Digital, Inc ("the Company"), or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. The Company's future operating results are dependent upon many factors, including but not limited to the Company's ability to: (i) obtain sufficient capital or a strategic business arrangement to fund its plan of operations when needed; (ii) build the management and human resources and infrastructure necessary to support the growth of its business; (iii) competitive factors and developments beyond the Company's control; and (iv) other risk factors discussed in the Company's periodic filings with the Securities and Exchange Commission, which are available for review at www.sec.gov.

Source: KIT digital, Inc.