<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
 (Mark One)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the transition period from __________ to __________

                         Commission file number: 0-28560

                                  NETGURU, INC.
        (Exact name of small business issuer as specified in its charter)

              DELAWARE                                        22-2356861
  (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                         Identification No.)

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

                    Issuer's telephone number: (714) 974-2500

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]

The number of shares outstanding of the registrant's only class of Common Stock,
$.01 par value, was 16,920,850 on February 8, 2001.



<PAGE>

                                     PART I
                              FINANCIAL INFORMATION


Item 1.           Financial Statements

                  Condensed Consolidated Statements of Operations for the three
                  and nine month periods ended December 31, 2001 and 2000

                  Condensed Consolidated Balance Sheets as of December 31, 2001
                  and March 31, 2001

                  Condensed Consolidated Statements of Cash Flows for the
                  nine-month periods ended December 31, 2001 and 2000

                  Notes to Condensed Consolidated Financial Statements

Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations



                                     PART II
                                OTHER INFORMATION

Item 1.           Legal Proceedings

Item 2.           Changes in Securities and Use of Proceeds

Item 3.           Defaults Upon Senior Securities

Item 4.           Submission of Matters to a Vote of Security Holders

Item 5.           Other Information

Item 6.           Exhibits and Reports on Form 8-K

                                       2


<PAGE>

PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
                                       NETGURU, INC. AND SUBSIDIARIES
                               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                 (Unaudited)
                             (In thousands, except share and per share amounts)
<CAPTION>

                                               THREE MONTHS    THREE MONTHS     NINE MONTHS    NINE MONTHS
                                                  ENDED           ENDED            ENDED          ENDED
                                               DECEMBER 31,    DECEMBER 31,     DECEMBER 31,   DECEMBER 31,
                                                   2001            2000             2001           2000
                                               -------------------------------------------------------------
<S>                                            <C>             <C>             <C>             <C>
Net revenues:
    IT services                                $      1,876    $      4,129    $      7,948    $     14,023
    Software sales, maintenance and services          2,467           2,234           6,561           6,442
    Internet, e-commerce, and ASP services            1,037           1,078           3,956           1,798
                                               -------------------------------------------------------------

           Total net revenues                         5,380           7,441          18,465          22,263

Cost of revenues:
    IT services                                       1,596           2,997           5,960           9,469
    Software sales, maintenance and services            239             331             671             954
    Internet, e-commerce, and ASP services            1,066             973           3,308           1,361
                                               -------------------------------------------------------------

           Total cost of revenues                     2,901           4,301           9,939          11,784

                                               -------------------------------------------------------------
           Gross profit                               2,479           3,140           8,526          10,479
                                               -------------------------------------------------------------

Operating expenses:
    Selling, general and administrative               2,954           3,343           9,069           9,503
    Research and development                            493             729           1,460           2,038
    Amortization of goodwill                            287             345             903           1,034
    Depreciation and other amortization                 230             262             913             714
                                               -------------------------------------------------------------

           Total operating expenses                   3,964           4,679          12,345          13,289
                                               -------------------------------------------------------------

           Operating loss                            (1,485)         (1,539)         (3,819)         (2,810)
                                               -------------------------------------------------------------

Other expense (income):
    Interest, net                                        35            (119)            107            (334)
    Other                                                 7             (19)             (1)            (56)
                                               -------------------------------------------------------------

           Total other expense (income)                  42            (138)            106            (390)
                                               -------------------------------------------------------------

Loss before income taxes                             (1,527)         (1,401)         (3,925)         (2,420)

Income tax expense                                       36              51             173              11
                                               -------------------------------------------------------------

           Net loss                            $     (1,563)   $     (1,452)   $     (4,098)   $     (2,431)
                                               =============================================================

Net loss per common share:
         Basic                                 $      (0.09)   $      (0.10)   $      (0.24)   $      (0.17)
                                               =============================================================
         Diluted                               $      (0.09)   $      (0.10)   $      (0.24)   $      (0.17)
                                               =============================================================

Common shares used in computing net
  loss per common share:
         Basic                                   16,920,850      14,994,885      17,007,428      14,004,961
                                               =============================================================
         Diluted                                 16,920,850      14,994,885      17,007,428      14,004,961
                                               =============================================================

See accompanying notes to condensed consolidated financial statements.

                                                     3
</TABLE>
<PAGE>
<TABLE>
                                         NETGURU, INC. AND SUBSIDIARIES
                                     CONDENSED CONSOLIDATED BALANCE SHEETS
                               (In thousands, except share and per share amounts)
<CAPTION>

                                                                                 DECEMBER 31,       MARCH 31,
                                                                                    2001              2001
                                                                                --------------   --------------
                                                                                 (Unaudited)
<S>                                                                             <C>              <C>
                                                     ASSETS
Current assets:
    Cash and cash equivalents                                                   $       4,597    $       7,958
    Accounts receivable (net of allowance for doubtful accounts of $820 and
      $832, as of December 31, 2001 and March 31, 2001 respectively)                    3,329            4,937
    Deferred income taxes                                                                 405              342
    Notes and related party loans receivable                                                9               14
    Prepaid expenses and other current assets                                           1,863            1,375
                                                                                --------------   --------------

           Total current assets                                                        10,203           14,626

Property, plant and equipment, net                                                      4,609            4,796
Goodwill and intangible assets (net of accumulated amortization of $3,865
    and $2,962, as of December 31, 2001 and March 31, 2001 respectively)               10,009           10,847
Deferred income taxes, non-current                                                        936              936
Other assets                                                                            1,100            1,076
                                                                                --------------   --------------
                                                                                $      26,857    $      32,281
                                                                                ==============   ==============

                                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Current portion of long-term bank debt                                      $         601    $         591
    Current portion of capital lease obligations                                          149              151
    Accounts payable                                                                    1,409            1,179
    Accrued expenses                                                                    1,098            1,558
    Income taxes payable                                                                  241              116
    Deferred maintenance revenue                                                        1,605            1,992
    Deferred income taxes                                                                  60               60
    Accrued restructuring costs and other liabilities                                     418              309
                                                                                --------------   --------------

           Total current liabilities                                                    5,581            5,956

Long-term bank debt, net of current portion                                               448              840
Capital lease obligations, net of current portion                                         444              532
Deferred income taxes, non-current                                                        112              104
Deferred gain on sale-leaseback                                                           904              957
                                                                                --------------   --------------

           Total liabilities                                                            7,489            8,389
                                                                                --------------   --------------

Stockholders' equity:
    Preferred stock, par value $.01 (Authorized 5,000,000 shares; no shares
      issued and outstanding)                                                               -                -
    Common stock, par value $.01; authorized 150,000,000 shares; issued and
      outstanding 16,920,850 and 16,864,604 shares (net of 10,965 treasury
      shares) as of December 31, 2001 and March 31, 2001 respectively                     169              169
    Additional paid-in capital                                                         32,374           32,621
    Accumulated deficit                                                               (11,960)          (7,861)
    Accumulated other comprehensive loss:
       Cumulative foreign currency translation adjustments                             (1,215)          (1,037)
                                                                                --------------   --------------

           Total stockholders' equity                                                  19,368           23,892
                                                                                --------------   --------------
                                                                                $      26,857    $      32,281
                                                                                ==============   ==============

See accompanying notes to condensed consolidated financial statements

                                                       4
</TABLE>


<PAGE>

<TABLE>
                                       NETGURU, INC. AND SUBSIDIARIES
                               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 (Unaudited)
                                               (In thousands)
<CAPTION>

                                                                              NINE MONTHS      NINE MONTHS
                                                                                 ENDED            ENDED
                                                                              DECEMBER 31,     DECEMBER 31,
                                                                                 2001              2000
                                                                             --------------   --------------
<S>                                                                          <C>              <C>

Cash flows from operating activities:
    Net loss                                                                 $      (4,098)   $      (2,431)
    Adjustments to reconcile net loss to net cash used in operating
      activities:
        Depreciation and amortization                                                1,816            1,748
        Deferred income taxes                                                           (7)            (119)
        Compensation expense recognized on issuance of stock options                    65               83
        Changes in operating assets and liabilities (net of acquisitions):
          Accounts receivable                                                        1,608           (1,101)
          Notes and related party loans receivable                                       5               90
          Prepaid expenses and other current assets                                   (498)             284
          Other assets                                                                (191)          (1,003)
          Accounts payable                                                             229              534
          Accrued expenses                                                            (579)            (579)
          Income taxes payable                                                          75               11
          Deferred maintenance revenue                                                (396)             298
          Deferred gain on sale-leaseback                                              (52)             (52)
          Other liabilities                                                             32                -
                                                                             --------------   --------------

                  Net cash used in operating activities                             (1,991)          (2,237)
                                                                             --------------   --------------

Cash flows from investing activities:
    Purchase of property, plant and equipment                                         (637)          (3,030)
    Payments to acquire companies, net of cash acquired                                (68)          (1,591)
                                                                             --------------   --------------

                  Net cash used in investing activities                               (705)          (4,621)
                                                                             --------------   --------------

Cash flows from financing activities:
    Proceeds from bank debt                                                             40              318
    Repayment of bank debt                                                            (388)          (1,003)
    Repayment of capital lease obligations                                            (102)             (89)
    Proceeds from issuance of common stock                                              27            9,818
    Payments for repurchase of preferred stock                                           -           (6,560)
    Payments to repurchase common stock                                               (140)             (76)
                                                                             --------------   --------------

                  Net cash (used in) provided by financing activities                 (563)           2,408
                                                                             --------------   --------------

    Effect of exchange rate changes on cash and cash equivalents                      (102)            (329)
                                                                             --------------   --------------

                  Decrease in cash and cash equivalents                             (3,361)          (4,779)

Cash and cash equivalents, beginning of period                                       7,958           13,265
                                                                             --------------   --------------

Cash and cash equivalents, end of period                                     $       4,597    $       8,486
                                                                             ==============   ==============

Supplemental disclosure of cash flow information: Amounts paid for:
   Interest                                                                  $         180    $          80
   Income taxes                                                              $          96    $         112
Supplemental disclosure of non-cash investing and financing activities:
   Issuance of common stock and warrants in connection with acquisitions     $           -    $         750

See accompanying notes to consolidated financial statements.

                                                     5
</TABLE>


<PAGE>

                         NETGURU, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001
                                   (UNAUDITED)


BASIS OF PRESENTATION

         The condensed consolidated financial statements include the accounts of
netGuru, Inc. and its wholly-owned subsidiaries (the "Company"). All significant
transactions among the consolidated entities have been eliminated upon
consolidation.

         These condensed consolidated financial statements have been prepared by
the Company and include all adjustments which are, in the opinion of management,
necessary for a fair presentation of the financial position at December 31, 2001
and the results of operations and the cash flows for the three and nine months
ended December 31, 2001 and 2000, pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for annual consolidated financial statements.
Results of operations for the three and nine months ended December 31, 2001 are
not necessarily indicative of the results to be expected for the full year
ending March 31, 2002.

USE OF ESTIMATES

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts reported in
the consolidated financial statements and accompanying notes. Actual results
could differ from those estimates.

RECLASSIFICATIONS

         Certain prior quarter amounts have been reclassified to conform to the
current quarter presentation.

REVENUE RECOGNITION

         The Company recognizes revenue when it is realized or realizable and
earned. The Company's revenues arise from the following segments: information
technology ("IT") services; software sales, maintenance and services; and
Internet portals and Application Service Provider ("ASP") services. Revenues
from digital media products and services are included in the software sales,
maintenance and services segment.  These revenues have historically been an
insignificant amount of the Company's total net revenues.

         Revenue from providing IT services is primarily recognized on a time
and material basis as services are performed. Certain IT services contracts are
fixed cost type contracts for which revenue is recognized upon achieving certain
milestones.

         Revenue from software sales is recognized upon shipment, provided that
no significant post-contract support obligations remain outstanding and
collection of the resulting receivable is deemed probable. The Company's sales
do not provide a specific right of return. At the time of sale, the Company
typically provides 120-day initial maintenance and support to the customer.
Costs relating to this initial 120-day support period, which include primarily
telephone support, are not considered material. After the initial support
period, customers may choose to purchase ongoing maintenance contracts that
include telephone, e-mail and other methods of support, and the right to receive
upgrades. Revenue from these maintenance contracts is deferred and recognized
ratably over the life of the contract, usually twelve months. Revenues from
digital media and animation services are recognized upon achievement of certain
pre-determined milestones.

                                       6


<PAGE>

         Revenues from products and services sold via Internet portals,
including telecommunications and travel services, are predominantly recognized
net of purchase costs when the products and services are delivered and
collectibility is probable. Certain travel services, based on their nature, are
recognized at the gross sales value with purchase costs stated as a separate
cost of revenues in accordance with Emerging Issues Task Force Issue No. 99-19,
RECORDING REVENUE GROSS AS A PRINCIPAL VERSUS NET AS AN AGENT.


PROVISION FOR RESTRUCTURING OPERATIONS

         In March 2001, the Company announced plans to restructure its
operations. As a result of this restructuring plan, the Company recorded a
restructuring charge of $2.4 million in the fourth quarter of fiscal 2001. The
restructuring plan: 1) refocused the strategic direction of Internet service
provider ("ISP") initiatives; 2) refocused the strategic direction of Internet
portal initiatives; 3) consolidated the Company's technical support activities;
and 4) eliminated the Company's in-house legal department. In the Internet
portal business, the Company has redirected its primary focus towards the
telephony and travel services offered through the portal. For the Company's ISP
initiatives in India, the Company has redirected its primary focus towards the
telephony, communication and connectivity services targeted at the corporate
market.

                                       7


<PAGE>

         A roll-forward of the restructuring accrual activity is as follows (in
thousands):

                                                        CONTRACTUAL
                                            SEVERANCE   OBLIGATIONS      TOTAL
                                            ----------   ----------   ----------

Refocus of ISP operations                   $       -    $     101    $     101
Consolidation of technical support
    activities                                     49          117          166
Elimination of legal department                    42            -           42
                                            ----------   ----------   ----------
Balance at March 31, 2001                   $      91    $     218    $     309
                                            ----------   ----------   ----------

Fiscal 2002 Activity:
Payments towards  ISP operations            $       -    $     (67)   $     (67)
Payments towards technical support
    activities                                      -          (36)         (36)
Elimination of legal department                     -            -            -
                                            ----------   ----------   ----------
                                            $       -    $    (103)   $    (103)
                                            ----------   ----------   ----------

Balance at December 31, 2001
Refocus of ISP  operations                  $       -    $      34    $      34
Consolidation of technical support
    activities                                     49           81          130
Elimination of legal department                    42            -           42
                                            ----------   ----------   ----------
                                            $      91    $     115    $     206
                                            ==========   ==========   ==========


         The provision included $117,000 of lease payments for vacated office
space scheduled for payment through September 2003. The remaining personnel
costs are expected to be paid out and contractual obligations fulfilled by the
end of fiscal 2002. The accrued costs are included in "Accrued restructuring
costs and other liabilities" on the Company's condensed consolidated balance
sheets.

STOCKHOLDERS' EQUITY

In April 2000, the Company issued 25,000 shares of common stock as a portion of
the purchase price for the acquisition of Allegria Software, Inc. ("Allegria").
The recipients of these shares were given the right to demand the Company to
repurchase these shares at a price of $28.60 per share at the end of one year.
In April 2001, each of the former owners exercised this right. The total
repurchase price is $715,000. Agreements were reached with all parties to extend
cash payment for this repurchase over a twelve-month period.

The Company paid a total of $140,000 during the first quarter of fiscal 2002 to
two of the former owners for the repurchase of 12,000 shares, which were retired
prior to June 30, 2001. The remaining $203,000 payable over the next twelve
months has been accrued under "accrued expenses."

The owner of the remaining 13,000 shares is holding the stock certificates until
full payment is received for these shares. The total cash to be paid for this
repurchase is $372,000, of which $128,000 was paid as of December 31, 2001. We
expect this matter to be settled and these shares to be retired by March 31,
2002.

COMPREHENSIVE INCOME (LOSS)

         The Company applies the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 130, REPORTING COMPREHENSIVE INCOME, which prescribes
rules for the reporting and display of comprehensive income (loss) and its
components. SFAS No. 130 requires foreign currency translation adjustments,

                                       8


<PAGE>

which are reported separately in stockholders' equity, to be included in other
comprehensive income (loss). Total comprehensive loss was $1,636,000 and
$1,558,000 for the three months ended December 31, 2001 and 2000, respectively,
and was $4,276,000 and $2,970,000 for the nine months ended December 31, 2001
and 2000, respectively.

NET LOSS PER SHARE

         Basic Earnings (Loss) Per Share ("EPS") is calculated by dividing net
income (loss) by the weighted-average common shares outstanding during the
period. Diluted EPS reflects the potential dilution to basic EPS that could
occur upon conversion or exercise of securities, options, or other such items,
to common shares using the treasury stock method based upon the weighted-average
fair value of the Company's common shares during the period.

         The following table illustrates the computation of basic and diluted
net loss per share (in thousands except per share amounts):

<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED      NINE MONTHS ENDED
                                                        DECEMBER 31,           DECEMBER 31,
                                                  ---------------------------------------------
                                                     2001        2000        2001        2000
                                                  ---------------------------------------------
<S>                                               <C>         <C>         <C>         <C>
         Numerator:
         Net loss                                 $ (1,563)   $ (1,452)   $ (4,098)   $ (2,431)
                                                  ---------------------------------------------
         Numerator for basic and diluted loss
         per share                                $ (1,563)   $ (1,452)   $ (4,098)   $ (2,431)
                                                  =============================================

         Denominator:
         Denominator for basic net loss per
         share - average number of common
         shares outstanding during the period       16,921      14,995      17,007      14,005

         Incremental common shares attributable
         to exercise of outstanding options,
         warrants and other common stock
         equivalents                                     -           -           -           -
                                                  ---------------------------------------------
         Denominator for diluted net loss
         per share                                  16,921      14,995      17,007      14,005
                                                  =============================================

         Basic net loss per share                 $  (0.09)   $  (0.10)   $  (0.24)   $  (0.17)
                                                  =============================================
         Diluted net loss per share               $  (0.09)   $  (0.10)   $  (0.24)   $  (0.17)
                                                  =============================================
</TABLE>

         Options and warrants amounting to 271,000 and 462,000 potential common
shares for the three and nine month periods ended December 31, 2001,
respectively and 1,039,000 and 1,707,000 potential common shares for the three
and nine month periods ended December 31, 2000 were excluded from the
computation of diluted EPS because the Company reported net losses and,
therefore, the effect would be antidilutive.

SEGMENT AND GEOGRAPHIC DATA

         The Company is an integrated Internet and IT technology and services
company operating in three primary business segments; 1) IT services; 2)
engineering software products, maintenance and services, including digital
media products and animations services; and 3) Internet portals focused on
telecommunications and travel services for Asian expatriates and ASP solutions.

         The Company has provided computer-aided engineering software solutions
to customers for about 20 years. During the past 16 years, the Company has
supported the engineering software business with India-based software
programming and IT resources. In addition, based upon the Company's knowledge
and understanding of the engineering software market, combined with the
Company's Internet technology resources and experience, the Company launched
Web4engineers.com, an engineering applications service provider ("ASP") portal
hosting the Company's engineering software applications online and providing ASP
services to engineering software providers and their licensees worldwide. With
the acquisitions of R-Cube Technologies in February 1999 and NetGuru Systems
completed in December 1999, the Company further expanded its IT resources and
capabilities and its presence in the IT services industry, providing expertise
in data-mining and embedded technologies, Internet/Intranet design and

                                       9


<PAGE>

development and systems and software integration and implementation to companies
in North America. The Company has expanded its IT services business into Europe
and intends to further expand its services in India and Southeast Asia.

         With the Company's experience in India and understanding of the global
Indian community, it began offering online Internet portal services in 1999. The
Company's portal offerings are primarily focused on telecommunications and
travel services for Asian expatriates. The Company continues to provide digital
media services, including computer animation, and has used this expertise to
enhance its Internet portal offerings.

         The significant components of worldwide operations by reportable
operating segment (in thousands) are:

<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED       NINE MONTHS ENDED
                                              DECEMBER 31,            DECEMBER 31,
                                         ---------------------   ---------------------
                                            2001        2000        2001        2000
                                         ---------   ---------   ---------   ---------
<S>                                      <C>         <C>         <C>         <C>
             NET REVENUE
IT services                              $  1,876    $  4,129    $  7,948    $ 14,023
Software sales, maintenance and
  services                                  2,467       2,234       6,561       6,442
Internet, e-commerce, and ASP services
                                            1,037       1,078       3,956       1,798
                                         ---------   ---------   ---------   ---------

         Consolidated                    $  5,380    $  7,441    $ 18,465    $ 22,263
                                         =========   =========   =========   =========

       OPERATING (LOSS)/INCOME
IT services                              $   (496)   $    192    $   (335)   $  1,837
Software sales, maintenance and
  services                                   (323)       (643)     (1,983)     (1,920)
Internet, e-commerce, and ASP
  services                                   (666)     (1,088)     (1,501)     (2,727)
                                         ---------   ---------   ---------   ---------

         Consolidated                    $ (1,485)   $ (1,539)   $ (3,819)   $ (2,810)
                                         =========   =========   =========   =========
</TABLE>

                                       10


<PAGE>

         The Company's operations are based worldwide through foreign and
domestic subsidiaries and branch offices in the United States, India, the United
Kingdom, France, Germany and Asia-Pacific. The following are significant
components of worldwide operations by geographic location:

                                       THREE MONTHS ENDED     NINE MONTHS ENDED
                                           DECEMBER 31,          DECEMBER 31,
                                       -------------------   -------------------
                                         2001       2000       2001       2000
                                       --------   --------   --------   --------
             NET REVENUE
United States                          $ 3,887    $ 6,137    $14,709    $18,617
The Americas (other than U.S.)             210        257        412        583
Europe                                     662        607      1,700      1,667
Asia-Pacific                               621        440      1,644      1,396
                                       --------   --------   --------   --------

         Consolidated                  $ 5,380    $ 7,441    $18,465    $22,263
                                       ========   ========   ========   ========

             EXPORT SALES
United States                          $   216    $   285    $   436    $   836
                                       ========   ========   ========   ========


                                                        AT            AT
                                                    DECEMBER 31,  DECEMBER 31,
                                                       2001          2000
                                                    -----------   -----------

                LONG-LIVED ASSETS
                United States                       $   13,013   $    13,376
                Europe                                     339           376
                Asia-Pacific                             2,366         3,515
                                                    -----------   -----------

                         Consolidated               $   15,718   $    17,267
                                                    ===========  ============

CONTINGENCIES

         The Company is party to various litigation matters arising in the
normal course of business. Management believes the resolution of these matters
will not have a material adverse effect on the Company's results of operations
or financial condition.

                                       11


<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATION

         The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information included in this
Quarterly Report on Form 10-QSB is forward-looking, such as information
including the plans and objectives of management for future operations,
including plans and objectives relating to our future economic performance. The
forward-looking statements and associated risks may include, relate to or be
qualified by the uncertainty associated with other important factors, including,
without limitation,

         o        our ability to transition into new lines of business as
                  planned;
         o        our ability to become a leading integrated Internet technology
                  and services company addressing the global Indian market, the
                  worldwide information technology services market and the
                  worldwide Internet engineering software market;
         o        our ability to successfully market and sell ASP services
                  through our recently launched engineering portal;
         o        market growth;
         o        new competition;
         o        competitive pricing;
         o        new technologies;
         o        our ability to successfully implement our future business
                  plans;
         o        our ability to execute our business strategy and our expansion
                  strategy;
         o        our ability to attract strategic partners, alliances and
                  advertisers;
         o        uncertainties relating to economic conditions in the markets
                  in which we currently operate and in which we intend to
                  operate in the future;
         o        our ability to hire and retain qualified personnel;
         o        our ability to obtain capital, if required;
         o        our ability to successfully implement our brand building
                  campaign;
         o        trademark protection;
         o        our plans for expanding our Internet portal network and the
                  services offered through such network;
         o        our plans regarding our telephony infrastructure and service
                  offerings;
         o        our beliefs regarding the growth of Internet usage within the
                  global Indian community;
         o        our beliefs regarding the demand for our products and our
                  competitive advantages;
         o        the negative impact of economic slowdowns and recessions,
                  including the global slowdown in the demand for IT services;
                  and
         o        existing and future government regulation to which we are
                  subject.

         We do not undertake to update, revise or correct any forward-looking
statements.

         The information contained in this report is not a complete description
of our business or the risks associated with an investment in our common stock.
Before deciding to buy or maintain a position in our common stock, you should
carefully review and consider the various disclosures we made in this report and
in our other materials filed with the Securities and Exchange Commission,
including our Annual Report on Form 10-KSB for the fiscal year ended March 31,
2001 (and, in particular, in the "Risk Factors" section therein) that discuss
our business in greater detail and that also disclose various risks,
uncertainties and other factors that may affect our business, results of
operations or financial condition.

         Any of the factors described above or in the "Risk Factors" section of
our Annual Report on Form 10-KSB could cause our financial results, including
our net income (loss) or growth in net income (loss) to differ materially from
prior results.

                                       12


<PAGE>

OVERVIEW

         We were incorporated in 1981 under the name Research Engineers, Inc.
and changed our name to netGuru, Inc. in 2000. We are an integrated Internet
technology and services company providing:

         o        Internet-based information technology, or IT, services;

         o        Internet and personal computer-based engineering software
                  products, including digital media and animation products
                 and services; and

         o        Internet content and commerce through our portal network,
                  NETGURUINDIA.COM, which is focused on the "global Indian"
                  community, consisting of resident Indians and persons of
                  Indian origin, or ("PIOs"); and

         We have been providing computer-aided engineering software solutions to
our customers for about 20 years. For the past 16 years, we have supported our
engineering software business with our India-based software programming and IT
resources. In 1999, we acquired two IT services companies in the U.S., further
expanding our IT resources and capabilities. With our experience in India and
our understanding of the global Indian community, we began offering our Internet
portal services in 1999. In addition, based upon our knowledge and understanding
of the engineering software market, combined with our Internet technology
resources and experience, we launched WEB4ENGINEERS.COM, an engineering portal
hosting our engineering software applications online and providing ASP services
to engineering software providers and their licensees worldwide.

         We provide a full suite of IT consulting services to our customers from
our IT services divisions in the Silicon Valley and the Boston area. We support
our IT services operations with our offshore facility in India. Our IT
consulting customers include companies such as General Electric, Fidelity,
Netscape, Sun Microsystems, Cisco Systems and Hewlett Packard. We have
positioned ourselves to capitalize on our IT services methodology in order to
provide Internet-based IT consulting services to businesses worldwide and to
enable us to provide business-to-business Web solutions in India.

         We develop and market cost-effective, high-quality engineering software
solutions. Our comprehensive line of structural, mechanical, civil and
process/piping engineering software products provide our customers with
fully-integrated, easy-to-use design automation and analysis solutions. We
currently license our software products to more than 20,000 companies accounting
for over 50,000 software installations. Based on our customer surveys, we
estimate that there are approximately 150,000 users at these installations
worldwide. Our customers include: Bechtel Corporation, British Telecom, Jet
Propulsion Laboratories, Exxon Corporation, Fluor Daniel, Inc., General
Dynamics, NASA, Rocketdyne, Siemens AG and Toyo Engineering.

         We have developed proprietary digital multi-media expertise and
resources in our studios in Calcutta, India and in the U.S. to offer our
entertainment, advertising and corporate customers animation software such as
AXA Web, digital multi-media, and features and other digital products and
services worldwide. We plan to further enrich our offerings by providing full
motion video and sound through Internet portals, allowing the user to view
content in full-screen format on the user's computer without distortion or
degradation of either video or audio quality.

         In April 2000, we acquired Allegria, a company with Internet technology
resources and online collaborative software. This acquisition, combined with our
Web-enabling technology, allows us to offer to our current and prospective
customers our engineering software products online with real-time, online
collaboration through our WEB4ENGINEERS.COM portal. Our WEB4ENGINEERS.COM portal
offers ASP services, including applications hosting, data hosting and portal
services for engineering companies worldwide.

         Our Internet portal, NETGURUINDIA.COM, currently provides Internet
content and commerce services, including travel, telecommunications and gifts,
to PIOs through destinations that address the specific Indian cultural and
ethnic needs of the targeted communities. Our portal network provides
comprehensive digitally-rich media content and e-commerce services for PIOs,
including direct-to-customer fulfillment and Internet tools such as chat rooms
and other digital communication capabilities.

                                       13


<PAGE>

         In August 2001, the Company entered into the global telephony wholesale
market by offering call termination services through its privately managed
switching network to Mexico, China and the Philippines.


RESULTS OF OPERATIONS

         The following table sets forth, for the periods indicated, certain
statement of operations data expressed as a percentage of our net revenues.

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED   NINE MONTHS ENDED
                                                   DECEMBER 31,        DECEMBER 31,
                                                ------------------  ------------------
                                                  2001      2000      2001      2000
                                                --------  --------  --------  --------
<S>                                              <C>       <C>       <C>       <C>
Net revenues                                     100.0%    100.0%    100.0%    100.0%
Cost of revenues                                  53.9      57.8      53.8      52.9
                                                --------  --------  --------  --------

Gross profit                                      46.1      42.2      46.2      47.1
                                                --------  --------  --------  --------

Selling, general and administrative expenses      54.9      44.9      49.1      42.7
Research and development expenses                  9.2       9.8       7.9       9.2
Amortization of goodwill                           5.3       4.7       4.9       4.6
Depreciation and software amortization             4.3       3.5       5.0       3.2
                                                --------  --------  --------  --------
       Total operating expenses                   73.7      62.9      66.9      59.7

Operating loss                                   (27.6)    (20.7)    (20.7)    (12.6)

Interest expense (income), net                     0.7      (1.6)      0.6      (1.5)
Other expense (income), net                        0.1      (0.3)      -        (0.2)
                                                --------  --------  --------  --------

Loss before income taxes                         (28.4)    (18.8)    (21.3)    (10.9)
Income tax expense                                 0.7       0.7       0.9       -
                                                --------  --------  --------  --------

Net loss                                         (29.1)%   (19.5)%   (22.2)%   (10.9)%
                                                ========  ========  ========  ========
</TABLE>

         NET REVENUES. Our revenues were primarily from (1) IT services, (2)
engineering software products, maintenance and services, and (3) Internet
content, e-commerce and ASP services. Net revenues for the three months ended
December 31, 2001 declined $2,061,000 or 27.7% from $7,441,000 for the three
months ended December 31, 2000 to $5,380,000. For the nine months ended December
31, 2001, net revenues declined $3,798,000 or 17.1% from $22,263,000 to
$18,465,000. The decline in total net revenues for the quarter ended December
31, 2001 is entirely due to the decrease in our IT services revenue, which is
attributable to the global slowdown in the IT services market.

         IT services net revenues represented 34.9% of total net revenues for
the quarter ended December 31, 2001 compared to 55.5% for the quarter ended
December 31, 2000. For the nine months ended December 31, 2001, IT services
revenues declined $6,075,000 or 43.3% from $14,023,000 to $7,948,000. The
decline in IT services net revenue of $2,253,000 or 54.6% during the quarter and
nine months ended December 31, 2001 compared to the same periods in the prior
year reflected the general decline in the market for IT services.

                                       14


<PAGE>

         Our net revenues from software sales, maintenance and services
increased as a percentage of total net revenues to 45.9% in the third quarter of
fiscal-year 2002 from 30.0% in the third quarter of fiscal-year 2001. For the
nine-month period ended December 31, 2001, net revenues from software sales,
maintenance and support increased to 35.5% of the total net revenues from 28.9%
of the total net revenues. In dollar terms, revenues from software sales,
maintenance and services increased to $2,467,000 in the third quarter of fiscal
2002 from $2,234,000 in the same period of the prior fiscal year, and to
$6,561,000 for the nine months ended December 31, 2001 from $6,442,000 in the
same period in the prior year. Revenues from digital media and animation
services are included in the software sales, maintenance and service segment.
To date, revenues from this portion of our business have not been material.
The increase in software sales, maintenance, and services is due to the
implementation of a new target-based sales incentive program, which accelerated
sales closures.

         Internet content, e-commerce, and ASP services comprise an emerging
business segment for our company. Revenues in the third quarter of fiscal 2002
amounted to $1,037,000 compared to $1,078,000 from this segment in the
comparable period of the prior fiscal year. These revenues were generated
primarily from travel services and phone cards sold as part of our
NETGURUINDIA.COM portal business, and to a smaller extent from our ASP services.
The events of September 11, 2001, which adversely affected the travel industry
in general, also affected our travel revenues, contributing to the slight
revenue decline in the third quarter of fiscal 2002 compared to the same period
in the prior year. Revenues for the nine-month period ended December 31, 2001
increased to $3,956,000 from $1,798,000 during the same period in the prior year
due to increased travel services in the first two quarters of fiscal 2002 and to
increased phone card sales.

         GROSS PROFIT. Gross profit decreased by $661,000 or 21.1% to $2,479,000
for the three months ended December 31, 2001 from $3,140,000 for the three
months ended December 31, 2000. For the nine months ended December 31, 2001,
gross profit decreased $1,953,000 or 18.6% from $10,479,000 to $8,526,000. As a
percentage of total net revenues, gross profit increased to 46.1% for the three
months ended December 31, 2001 from 42.2% for the three months ended December
31, 2000. For the nine months ended December 31, 2001, gross profit as a
percentage of total net revenues decreased to 46.2% from 47.1% for the same
period of the prior fiscal year. The increase in gross profit as a percentage of
total net revenues for the three months ended December 31, 2001 is primarily due
to the increase in gross profits from software sales. The overall decrease in
gross profit dollars was almost entirely due to the decline in IT services.

         The gross profit percentage from the IT services segment is ordinarily
lower than the gross profit percentage from the software sales, maintenance and
services segment. In addition, the general decline in the IT services market
contributed to a further decline in the gross profits in this segment, resulting
in a decrease from 27.4% for the three months ended December 31, 2000 to 14.9%
for the three months ended December 31, 2001. For the nine months ended December
31, 2001, IT services gross profit decreased from 32.5% for the nine months
ended December 31, 2000 to 25.0%. In addition, the decrease is due to the fact
that we continued to employ consultants in anticipation of a recovery in IT
service business. However, the anticipated recovery did not materialize
resulting in under-utilized consultants and a decrease in gross profits for this
segment.

         The gross profit percentage from the software, maintenance and services
segment increased from 85.2% for the three months ended December 31, 2000 to
90.3% for the three months ended December 31, 2001. For the nine months ended
December 31, 2001, software, maintenance and services gross profits increased to
89.8% from 85.2%. The increase in the gross profits in this segment is primarily
due to reduced costs, the elimination of technical support in Massachusetts, and
a reduction in the number of manuals that are shipped with the product.

         The gross profit percentage from the Internet, e-commerce, and ASP
services segment decreased from 9.7% for the three months ended December 31,
2000 to (2.8.)% for the three months ended December 31, 2001 due to increased
cost of phone cards. For the nine months ended December 31, 2001, Internet,
e-commerce, and ASP services gross profit decreased to 16.4% from 24.3% for the
nine months ended December 31, 2000 due to a relatively higher percentage of
revenues from the phone card business, which contributes a lower gross profit
percentage.

                                       15


<PAGE>

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative ("SG&A") expenses decreased $389,000 or 11.6% to $2,954,000 for
the three months ended December 31, 2001 from $3,343,000 for the three months
ended December 31, 2000. For the nine months ended December 31, 2001, SG&A
decreased by $434,000 or 4.6% to $9,069,000 as compared to $9,503,000 for the
same period in the prior year. The effect of cost control measures put in place
after the restructuring in the fourth quarter of the prior fiscal year is
reflected in the decrease in SG&A expenses continuing the trend for the third
quarter in a row.

         RESEARCH AND DEVELOPMENT EXPENSES. Research and development ("R&D")
expenses consist primarily of software developers' wages. R&D expenses declined
both as a percentage of total net revenue and in dollar terms, by $236,000 or
32.4% to $493,000 for the three months ended December 31, 2001 compared to
$729,000 for the same period in the prior year. During the nine months ended
December 31, 2001, R&D expenses decreased $578,000 or 28.4% from $2,038,000 in
fiscal year 2001 to $1,460,000 in fiscal year 2002. The decrease in R&D expenses
is primarily attributable to a higher level of R&D expenses in the prior year
relating to the development of our ASP technology. As a percentage of the
software product sales, maintenance and support revenues (to which the R&D
expenses are more closely related), R&D expenses decreased from 31.6% in the
nine months ended December 31, 2000 to 22.2% in the nine months ended December
31, 2001. The decrease in R&D expenses as a percentage of software product
sales, maintenance and support revenues is due to a lower level of R&D expenses
in fiscal 2002 for the reason mentioned above, as well as, due to a higher level
of software sales in fiscal 2002 compared to the prior year.

         AMORTIZATION OF GOODWILL. Goodwill amortization expense for the three
months ended December 31, 2001 decreased $58,000 or 16.8% to $287,000 from
$345,000 for the comparable period in fiscal year 2001. During the nine months
ended December 31, 2001, amortization expense decreased $131,000 or 12.7% from
$1,034,000 in the comparable period to $903,000. The decrease in amortization
expense is primarily due to goodwill from two prior acquisitions that was
completely amortized prior to the beginning of fiscal year 2002.

         DEPRECIATION AND OTHER AMORTIZATION EXPENSE. Depreciation and other
amortization expense of $230,000 for the three months ended December 31, 2001
decreased slightly by $32,000 or 12.2% from $262,000 for the comparable period
in the prior year. During the nine months ended December 31, 2001, depreciation
and other amortization expense increased $199,000 or 27.9% from $714,000 in the
comparable period to $913,000. The increase in depreciation and other
amortization expense is primarily attributable to the increase in capital
expenditures in the prior periods offset by a decrease in software amortization
expense.

         OTHER (EXPENSE) INCOME. Net interest expense was $35,000 for the three
months ended December 31, 2001, and $107,000 for the nine months ended December
31, 2001, compared to net interest income of $119,000 for the three months ended
December 31, 2000, and $334,000 for the nine months ended December 31, 2000.
This change is primarily due to the reduction in cash balances deposited in
interest earning accounts.

         INCOME TAXES. We recorded an income tax expense of $173,000 for the
nine months ended December 31, 2001 compared to $11,000 for the nine months
ended December 31, 2000. The change resulted from tax provisions made by certain
entities to satisfy tax requirements of their local jurisdictions.

         In assessing the realizability of the net deferred tax assets,
management considers whether it is more likely than not that some or all of the
deferred tax assets will not be realized. The ultimate realization of deferred
tax assets is dependent upon either the generation of future taxable income
during the periods in which those temporary differences become deductible to
recover income taxes previously paid during the carryback period. As of December

                                       16


<PAGE>

31, 2001, we had a valuation allowance of $3,897,000 to reduce the net deferred
tax assets due to the potential expiration of certain tax credit and net
operating loss carryforwards prior to their utilization. Management is currently
reviewing the valuation allowance and expects to make a determination of the
adequacy of the valuation allowance by the end of fiscal 2002.

LIQUIDITY AND CAPITAL RESOURCES

         We currently finance our operations (including capital expenditures)
primarily through existing cash and cash equivalent balances. Our principal
sources of liquidity at December 31, 2001 consisted of $4,597,000 of cash and
cash equivalents. Cash and cash equivalents decreased by $3,361,000 during the
nine months ended December 31, 2001. The decrease was largely due to cash used
in operating activities and to a lesser extent by cash used in investing and
financing activities. During the same nine-month period in the prior year, the
decrease in cash and cash equivalents was $4,779,000. The smaller decrease in
cash and cash equivalents in the current period is due to a reduction in the
purchase of property, plant, and equipment and to the reduction of payments made
to acquire companies.

         Operating activities used $246,000 less or $1,991,000 of cash during
the nine months ended December 31, 2001 as compared to $2,237,000 for the nine
months ended December 31, 2000.

The primary contributors to cash usage in fiscal 2002 as compared to fiscal 2001
were:

         o        A larger net loss during fiscal 2002 ($4,098,000) compared to
                  fiscal 2001 ($2,431,000).
         o        An increase in prepaid expenses and other current assets due
                  primarily to an increase in capitalized film production costs
                  of $498,000 as compared to a decrease in prepaid expenses and
                  other current assets providing $284,000 to the cashflows in
                  fiscal 2001.
         o        Decrease in maintenance billings as reflected by a decrease of
                  $396,000 in deferred maintenance revenue in fiscal 2002
                  compared to an increase of $298,000 in fiscal 2001.

These contributors were partially offset by:

         o        Reductions in accounts receivable of $1,608,000 in fiscal 2002
                  compared to increase in accounts receivable of $1,101,000 in
                  fiscal 2001.
         o        Decrease in the purchase of other assets in fiscal 2002, which
                  resulted in cash usage of $191,000 in fiscal 2002 compared to
                  cash usage of $1,003,000 in fiscal 2001.

         Cash used in investing activities was $705,000 for the nine months
ended December 31, 2001 as compared to $4,621,000 for the nine months ended
December 31, 2000. During the nine months ended December 31, 2001, we used
approximately $637,000 to purchase property, plant, and equipment compared to
$3,030,000 during the nine months ended December 31, 2000. The decrease in the
purchase of property, plant, and equipment from December 31, 2000 is due to the
Company's prior year purchases made for the development of the infrastructure
for our Internet business, including our ISP network. This decrease is offset by
the purchase of the Internet protocol telephony switch for approximately
$500,000 in fiscal 2002. In addition, we made payments of approximately $68,000
in fiscal 2002 to acquire companies, whereas, we made payments of approximately
$1,591,000 in fiscal 2001 to acquire Allegria.

         Cash used in financing activities was $563,000 for the nine months
ended December 31, 2001 compared to cash provided by financing activities of
$2,408,000 for the nine months ended December 31, 2000. In fiscal 2002, we used
approximately $490,000 to repay bank debt and capital lease obligations and
approximately $140,000 to repurchase common stock. The increase in cash provided
by financing activities in fiscal 2001 was mainly due to an issuance of 200,000
shares of our common stock for approximately $3,075,000 (net of certain
commissions and offering costs) to two investors on June 22, 2000 in a private
transaction not involving a public offering. In addition, we received an
additional $476,000 through the exercise of stock options and warrants during
the first nine months of fiscal 2001.

                                       17


<PAGE>

         We believe that our current cash and cash equivalents balances will
provide adequate working capital to fund our operations at currently anticipated
levels for at least the next twelve months. We are currently exploring different
options to renew our line of credit, which expired August 31, 2001. To the
extent that such amounts are insufficient to finance our working capital
requirements, we will be required to raise additional funds through public or
private equity or debt financing. There can be no assurance that such additional
financing will be available, if needed, or, if available, will be on terms
satisfactory to us.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

         In July 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations", and
SFAS No. 142, "Goodwill and Other Intangible Assets." The Company is required to
adopt the provisions of SFAS 141 immediately, except with regard to business
combinations initiated prior to July 1, 2001. SFAS No. 141 requires that all
business combinations be accounted for under a single method - the purchase
method. Use of the pooling-of-interests method is no longer permitted. SFAS No.
141 requires that the purchase method be used for business combinations
initiated after June 30, 2001. SFAS No. 142 requires that goodwill no longer be
amortized to earnings, but instead be reviewed for impairment. Under SFAS No.
142, the amortization of goodwill ceases upon adoption of the Statement and it
is effective for fiscal years beginning after December 15, 2001 and shall be
initially applied at the beginning of a fiscal year.

         The Company has historically amortized its goodwill and other
intangible assets over their estimated useful lives. Beginning with the adoption
of SFAS No. 142, the Company will cease amortizing its goodwill and certain
intangible assets. The Company anticipates adopting SFAS No. 142 as of the
beginning of fiscal year 2003, which is April 1, 2002. As of the date of
adoption, the Company expects to have unamortized goodwill in the amount of
$9,574,000, which will be subject to the transition provisions of SFAS 141 and
142. The Company recorded amortization expense in the amount of $1,360,000 for
the fiscal year ended March 31, 2001, $903,000 for the nine months ended
December 31, 2001 and $1,034,000 for the nine months ended December 31, 2000. To
the extent that no impairment charges are recorded upon adoption or application
of SFAS No. 142, similar amounts amortization will not be recorded in periods
subsequent to April 1, 2002, although the Company has not fully completed its
analysis of the effects of adopting these standards.

         The Financial Accounting Standards Board issued SFAS No. 143,
"Accounting for Asset Retirement Obligations" in September 2001. SFAS No. 143 is
effective for fiscal years beginning after June 15, 2002, which addresses
financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs. Management does not believe the application of this standard will have a
material effect on the Company's financial position, results of operations or
liquidity.

         The Financial Accounting Standards Board issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" in October
2001. SFAS No. 144 addresses financial accounting and reporting for the
impairment or disposal of long-lived assets and SFAS No. 144 is effective for
fiscal years beginning after December 15, 2001. Management has not assessed
whether the application of this standard will have a material effect on the
Company's financial position, results of operations or liquidity.

                                       18


<PAGE>

PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         (a)      The Annual Meeting of Stockholders of the Company, (the
                  "Annual Meeting"), was held on November 15, 2001.

         (b)      The Company solicited proxies for the re-election of Amrit K.
                  Das, Jyoti Chatterjee, Santanu Das, Bruce Cummings, Stephen
                  Owen, Garret Vreeland, and John Pepin as directors, who were
                  then serving as directors. Bruce Cummings resigned from the
                  board on November 13, 2001.

         (c)(i)   PROPOSAL ONE: Election of six Directors by the holders of
                  issued and outstanding shares of Common Stock:

                                            For       Abstain     Against
                                            ---       -------     -------

                  Amrit K. Das           15,679,300      0         73,322
                  Jyoti Chatterjee       15,663,600      0         89,022
                  Santanu Das            15,679,300      0         73,322
                  Stephen Owen           16,679,200      0         73,422
                  Garret W. Vreeland     15,692,100      0         60,522
                  John Pepin             15,692,100      0         60,522

                                       19


<PAGE>

         (c)(ii)  PROPOSAL TWO: Ratification of the appointment of KPMG LLP as
                  the Company's independent accountants for the fiscal year
                  beginning April 1, 2001:

                                    For:                      15,742,408
                                    Against:                       5,330
                                    Abstain:                       4,884
                                    Broker Non-Voting                  -

         (d)      Not applicable.

ITEM 5.  OTHER INFORMATION

         Immediately following the Annual Meeting, the directors of the Company
         elected Dr. L.M Singhvi to the board of directors to fill the vacancy
         left by Mr. Cummings.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                      None

         (b)      Reports on Form 8-K

                      None

                                       20


<PAGE>

SIGNATURE
---------

In accordance with 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 thereunto duly authorized.


Date:  February 13, 2002

                                       NETGURU, INC.


                                       By: /S/ JYOTI CHATTERJEE
                                           -------------------------------------
                                           Jyoti Chatterjee
                                           President and Chief Operating Officer
                                           and Acting Chief Financial Officer
                                           (principal financial and accounting
                                           officer)


                                       21