UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 000-28560
NOTIFICATION OF LATE FILING
(Check One)
[ ]Form 10-K [ ]Form 20-F [ ]Form 11-K [X]Form 10-Q [ ]Form N-SAR
[ ]Form N-CSR
For Period Ended: June 30, 2004
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ________________________
Read attached instruction before preparing form. Please print or type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
NETGURU, INC.
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Full Name of Registrant
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Former Name if Applicable
22700 SAVI RANCH PARKWAY
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Address of Principal Executive Office (Street and Number)
YORBA LINDA, CALIFORNIA 92887
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City, State and Zip Code
PART II
RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
XX N-CSR, or portion thereof, will be filed on or before the
- -- fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form
10-Q, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
THE REGISTRANT IS UNABLE TO FILE THE SUBJECT REPORT IN A TIMELY MANNER BECAUSE
THE REGISTRANT WAS NOT ABLE TO ASSEMBLE INFORMATION NECESSARY FOR INCLUSION IN
THE SUBJECT REPORT WITHOUT UNREASONABLE EFFORT OR EXPENSE.
THE REGISTRANT ANTICIPATES FILING THE SUBJECT REPORT ON OR BEFORE THE FIFTH
CALENDAR DAY FOLLOWING THE PRESCRIBED DUE DATE.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
BRUCE NELSON (714) 974-2500
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
[X]Yes [ ]No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof?
[X]Yes [ ]No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
THE REGISTRANT ANTICIPATES THAT NET REVENUES FOR THE THREE MONTHS ENDED
JUNE 30, 2004 WILL BE APPROXIMATELY $3.7 MILLION AS COMPARED TO NET
REVENUES OF APPROXIMATELY $4.3 MILLION FOR THE THREE MONTHS ENDED JUNE 30,
2003. THE REGISTRANT ALSO ANTICIPATES THAT IT WILL RECORD A NET LOSS OF
APPROXIMATELY $738 THOUSAND FOR THE THREE MONTHS ENDED JUNE 30, 2004 AS
COMPARED TO A NET LOSS OF APPROXIMATELY $403 THOUSAND FOR THE THREE
MONTHS ENDED JUNE 30, 2003.
NETGURU, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 16, 2004 By: /s/ BRUCE NELSON
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Bruce Nelson, Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority
to sign on behalf of the registrant shall be filed with the form.