RW 1 netguru_rw-092903.txt NETGURU, INC. 22700 Savi Ranch Parkway Yorba Linda, California 92887 (714) 974-2500 September 29, 2003 Division of Corporation Finance Securities and Exchange Commission Washington DC 20549 RE: WITHDRAWAL OF REGISTRATION STATEMENT ON FORM S-3 SEC FILE NO.: 333-105948 FILING DATE: August 22, 2003 ---------------------------- To: Division of Corporation Finance: Pursuant to Rule 477(a) under the General Rules and Regulations under the Securities Act of 1933, as amended (the "1933 Act"), submitted electronically via the EDGAR system, please consider this correspondence as an application to the U.S. Securities and Exchange Commission (the "SEC") for an order permitting netGuru, Inc. (the "Registrant") to withdraw the Registration Statement on Form S-3, filed by the Registrant on August 22, 2003 (the "Registration Statement"). No securities were sold in connection with the Registration Statement. The withdrawal is being sought at the request of the SEC upon notification from the SEC that the Registrant's private placement must be completed and that a new registration statement should be filed with the SEC with respect to such offering. The Registrant respectfully requests that, in accordance with the provisions of Rule 477(a) under the 1933 Act, the SEC issue an order granting the desired withdrawal. If you have any questions, please do not hesitate to contact our securities counsel, Mr. Nimish Patel, Esq. at Pollet & Richardson (310) 208-1182. Very truly yours, NETGURU, INC. a Delaware Corporation /s/ Jyoti Chatterjee --------------------------- By: Jyoti Chatterjee Its: President cc: Nimish Patel, Esq.