Room 4561 	August 10, 2005 Mr. Amrit K. Das Chief Executive Officer netGuru, Inc. 22700 Savi Ranch Parkway Yorba Linda, California 92887 Re:	netGuru, Inc. 	Amendment No. 1 to Registration Statement on Form S-3 filed July 21, 2005 	File No. 333-124920 Dear Mr. Das: We have reviewed your filings and have the following comments. Item 16. Exhibits 1. We note your response to comment no. 10 in our letter dated June 10, 2005 and the revised opinion of counsel with respect to the 3,845,078 shares being registered by this registration statement and the 2,127,787 shares being combined from your Form S-3, File No. 333- 112181. However, the shares that are the subjects of counsel`s opinion are unclear and, more specifically, it is difficult to understand counsel`s limitation as to shares "presently owned." Please have counsel revise their opinion to specifically note which shares they are opining upon. Further, it appears that the statement in counsel`s opinion referring to the "completion of the proceedings being taken or contemplated by netGuru or [counsel]" is an inappropriate and broad assumption. Please remove the assumption or describe in reasonable detail the nature of the steps not yet taken which counsel assumes will occur. * * * * As appropriate, please amend your filings in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments. You may contact Daniel Lee at (202) 551-3477 with any questions. If you need further assistance, you may contact me at (202) 551-3462 or Barbara C. Jacobs, Assistant Director, at (202) 551-3730. 	Sincerely, 	Mark P. Shuman 	Branch Chief - Legal cc:	Via Facsimile 	Nimish Patel, Esq. 	Richardson & Patel LLP 	10900 Wilshire Boulevard, Suite 500 	Los Angeles, California 90024 	Telephone: (310) 208-1182 	Facsimile: (310) 208-1154 	Cristy Lomenzo Parker, Esq. 	Rutan & Tucker, LLP 	611 Anton Boulevard, Suite 1400 	Costa Mesa, California 92626 	Telephone: (714) 641-5100 	Facsimile: (714) 546-9035