8-K

                       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)   JUNE 28, 2005
                                                         -----------------------

                                  NETGURU, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          DELAWARE                     000-28560                22-2356861
- ----------------------------           ---------                ----------
(State or other jurisdiction          (Commission              (IRS Employer
      of incorporation)               File Number)           Identification No.)

             22700 SAVI RANCH PARKWAY, YORBA LINDA, CALIFORNIA    92887
- --------------------------------------------------------------------------------
               (Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code        (714) 974-2500
                                                  ------------------------------

                                 NOT APPLICABLE
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

     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):

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

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

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

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



         Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On June 28, 2005, netGuru, Inc. (the "Company") and Laurus Master Fund,
Ltd., a principal stockholder and secured lender of the Company ("Laurus"),
entered into a waiver and extension pursuant to which they agreed to amend the
definition of "Effectiveness Date" contained in a Registration Rights Agreement
(the "Agreement") dated December 23, 2004 between the Company and Laurus. The
Agreement was entered into simultaneously with the issuance of a secured
convertible note ("2004 Note") and a common stock purchase warrant ("2004
Warrant") in a private placement transaction. Pursuant to the Agreement, the
Company was required to file by a January 22, 2005 initial filing date a resale
registration statement with the Securities and Exchange Commission
("Commission") covering the shares of common stock issuable upon conversion of
the 2004 Note and upon exercise of the 2004 Warrant. The Company also was
required to obtain effectiveness of the registration statement by a May 22, 2005
initial Effectiveness Date.

         The Agreement provides that:

         o if a registration statement is not filed on or prior to the
initial filing date, or

         o if the registration statement is not declared effective by the
Commission by the Effectiveness Date, or

         o if after the registration statement is filed with and declared
effective by the Commission, the registration statement ceases to be effective
as to all registrable securities to which it is required to relate at any time
prior to the time that all of the registrable securities have been sold or may
be sold without volume restrictions under Rule 144(k)of the Securities Act of
1933, as amended, or

         o if trading of the Company's common stock is suspended for more than
three trading days,

then subject to certain grace periods, until the event described above is cured,
the Company must pay to Laurus cash liquidated damages equal to 1.0% for each
30-day period (prorated for partial periods) of the original principal amount of
the 2004 Note.

         The Company was unable to meet either the initial filing deadline or
the initial Effectiveness Date. Accordingly, the Company and Laurus entered into
the June 28, 2005 waiver and extension. The waiver and extension provides that
the January 22, 2005 initial filing deadline is waived. The waiver and extension
also provides that the amended Effectiveness Date for the initial registration
statement filed under the Agreement is September 1, 2005, and with respect to
each additional registration statement that may be required to be filed in the
future, a date no later than 30 days following the applicable filing date. The
Company paid $10,000 in liquidated damages for the delay in the registration
statement being declared effective by the Commission. A copy of the waiver and
extension is attached as an exhibit to this Form 8-K.




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ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS.

         (a) Financial Statements of Businesses Acquired.
             --------------------------------------------

             Not applicable.

         (b) Pro Forma Financial Information.
             --------------------------------

             Not applicable.

         (c) Exhibits.
             ---------

             Number   Description
             ------   -----------

             10.1     Waiver of Section 2(a) and Extension of Section 2(b)
                      of Registration Rights Agreement dated June 28, 2005



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                                    SIGNATURE

         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.

Date:  July 5, 2005                     NETGURU, INC.

                                   By: /S/ BRUCE K. NELSON
                                       -----------------------------------------
                                        Bruce K. Nelson, Chief Financial Officer



                                        4


                         EXHIBITS FILED WITH THIS REPORT

Number   Description
- ------   -----------

10.1     Waiver of Section 2(a) and Extension of Section 2(b)
         of Registration Rights Agreement dated June 28, 2005




                                        5

EX-10.1

Exhibit 10.1


              WAIVER OF SECTION 2(A) AND EXTENSION OF SECTION 2(B)
                        OF REGISTRATION RIGHTS AGREEMENT


     Reference is hereby made to that certain Registration Rights Agreement (the
"Agreement") dated as of December 23, 2004, by and among netGuru, Inc., a
Delaware corporation (the "Company") and Laurus Master Fund, Ltd. (the
"Purchaser"). All capitalized terms used but not defined herein shall have the
meanings set forth in the Agreement.

     WHEREAS, the Company sold to Purchaser the Note and the Warrant pursuant to
a Securities Purchase Agreement dated December 23, 2004, for an aggregate
purchase price of $1,000,000;

     WHEREAS, pursuant to Section 2(a) of the Agreement, the Company covenants
and agrees that on or prior to the Filing Date the Company shall prepare and
file with the Commission a Registration statement covering the Registrable
Securities for an offering to be made on a continuous basis pursuant to Rule
415;

     WHEREAS, pursuant to section 2(b) of the Agreement, the Company covenants
and agrees that if the Registration Statement is not declared effective by the
Commission by the Effectiveness Date that such a failure is considered an
"Event";

     WHEREAS, pursuant to section 7(f) of the Agreement, any provision of the
Agreement may be waived or amended, by consent in writing signed by the Company
and the Purchaser;

     WHEREAS, the undersigned Purchaser and the Company desires to amend and
restate in its entirety the definition of "Effectiveness Date" in section 1 of
the Agreement to read as follows:

     "EFFECTIVENSS DATE" means (i) with respect to the initial Registration
      statement required to be filed hereunder, September 1, 2005 and (ii) with
      respect to each additional Registration Statement required to be filed
      hereunder, a date no later than thirty (30) days following the applicable
      Filing Date (the "New Effectiveness Date").

     NOW THEREFORE, in accordance with Section 7(f) of the Agreement, the
Company and the Purchaser hereby waive section 2(a) of the Agreement as to
having the Registration statement prepared and filed with the Commission a
Registration statement covering the Registrable Securities by the Filing Date;
and

     RESOLVED FURTHER, the Company and the Purchaser hereby agree to amend and
restate the Effectiveness Date to read as the New Effectiveness Date so there is
not an Event as defined in Section 2(b) as of the date of this Agreement.

     RESOLVED FURTHER, in accordance with Section 2(b) of the Agreement, the
Company agrees to pay the Purchaser $10,000 in cash as liquidated damages and
not as a penalty for the delay in the Registration Statement being declared
effective by the Commission.

     This Waiver may be signed in counterparts, which together shall be deemed
to constitute one instrument.

     IN WITNESS WHEREOF, the undersigned Investors have executed this Waiver
effective this 28th day of June 2005.

PURCHASER                                       COMPANY

Laurus Master Fund, Ltd.                        netGuru, Inc.

/s/ Eugene Grin                                 /s/ Bruce Nelson
EUGENE GRIN                                     BRUCE NELSON
Title: Director                                 Title: Chief Financial Officer