<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               AMENDMENT NO. 3 TO
                                   FORM 10-QSB
 (Mark One)
[X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002

[ ] 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 Identification No.)
   incorporation or organization)

  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 17,325,150 on May 2, 2003.



<PAGE>

<TABLE>
                                     PART I
                              FINANCIAL INFORMATION

<CAPTION>
                                                                                  PAGE
<S>        <C>                                                                    <C>
Item 1.    Financial Statements

           Condensed Consolidated Statements of Operations for the three
           month periods ended June 30, 2002 and 2001(unaudited).................  3

           Condensed Consolidated Balance Sheets as of
           June 30, 2002 (unaudited) and March 31, 2002..........................  4

           Condensed Consolidated Statements of Cash Flows for the
           three month periods ended June 30, 2002 and 2001 (unaudited)..........  5

           Notes to Condensed Consolidated Financial Statements (unaudited)......  6

Signatures....................................................................... 15

Certifications of Principal Executive Officer and Principal Financial Officer.... 16

Exhibits Filed with this Report on Form 10-QSB................................... 17
</TABLE>

                                       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 ENDED
                                                                        JUNE 30,
                                                             -----------------------------
                                                                 2002             2001
                                                             -------------   -------------
<S>                                                          <C>             <C>
Net revenues:

    Engineering and collaborative software
      products and services                                  $      1,871    $      2,395
    IT services                                                     1,414           3,348
    Web-based telecommunication and travel services                 1,132           1,038

                                                             -------------   -------------
           Total net revenues                                       4,417           6,781

Cost of revenues:

    Engineering and collaborative software
      products and services                                           292             352
    IT services                                                     1,076           2,345
    Web-based telecommunication and travel services                   987             914
                                                             -------------   -------------
           Total cost of sales                                      2,355           3,611

                                                             -------------   -------------
           Gross profit                                             2,062           3,170
                                                             -------------   -------------

Operating expenses:
    Selling, general and administrative                             2,616           3,114
    Research and development                                          464             487
    Amortization of goodwill                                           --             334
    Depreciation and other amortization                               268             273
    Restructuring                                                      93              --

                                                             -------------   -------------
           Total operating expenses                                 3,441           4,208
                                                             -------------   -------------

           Operating loss                                          (1,379)         (1,038)
                                                             -------------   -------------

Other expense (income):
    Interest, net                                                      62              32
    Other                                                              (2)             (8)
                                                             -------------   -------------
           Total other expense                                         60              24
                                                             -------------   -------------

Loss before income taxes                                           (1,439)         (1,062)
Income tax (benefit) expense                                         (369)             89
                                                             -------------   -------------

           Net loss                                          $     (1,070)   $     (1,151)
                                                             =============   =============

Net loss per common share:
    Basic                                                    $      (0.06)   $      (0.07)
                                                             =============   =============
    Diluted                                                  $      (0.06)   $      (0.07)
                                                             =============   =============
Common shares used in computing net loss per common share:
    Basic                                                      17,285,977      16,877,539
                                                             =============   =============
    Diluted                                                    17,285,977      16,877,539
                                                             =============   =============
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       3



<PAGE>

                         NETGURU, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
               (In thousands, except share and per share amounts)

                                                            JUNE 30,   MARCH 31,
                                                             2002        2002
                                                           ---------   ---------
                                                          (Unaudited)

                                     ASSETS
Current assets:
    Cash and cash equivalents                              $  2,485    $  3,466
    Accounts receivable (net of allowance for
      doubtful accounts of $973 and $981, as of June
      30, 2002 and March 31, 2002, respectively)              3,013       3,325
    Income tax receivable                                       309         305
    Notes and related party loans receivable                    198         269
    Prepaid expenses and other current assets                 1,011       1,543
                                                           ---------   ---------

           Total current assets                               7,016       8,908

Property, plant and equipment, net                            4,014       4,169
Goodwill (net of accumulated amortization of
    $4,438 as of June 30, 2002 and March 31, 2002)            9,105       9,105
Other assets                                                    948         884
                                                           ---------   ---------
                                                           $ 21,083    $ 23,066
                                                           =========   =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Current portion of long-term bank debt                 $    257    $    259
    Current portion of capital lease obligations                428         417
    Accounts payable                                          1,091       1,012
    Accrued expenses                                            630       1,082
    Income taxes payable                                         --         196
    Deferred revenues                                         1,652       1,760
    Deferred income taxes                                        --          60
    Other liabilities                                           152         199
    Accrued restructuring costs                                 237         157
                                                           ---------   ---------

           Total current liabilities                          4,447       5,142

Long-term bank debt, net of current portion                     456         567
Capital lease obligations, net of current portion               926       1,027
Deferred income taxes, non-current                               --         112
Deferred gain on sale-leaseback                                 870         887
                                                           ---------   ---------

           Total liabilities                                  6,699       7,735
                                                           ---------   ---------

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
      17,296,650 and 17,265,850 shares (net of
      10,965 treasury shares) as of June 30,
      2002 and March 31, 2002, respectively                     173         173
    Additional paid-in capital                               33,086      33,057
    Accumulated deficit                                     (17,875)    (16,805)
    Accumulated other comprehensive loss:
       Cumulative foreign currency translation adjustments   (1,000)     (1,094)
                                                           ---------   ---------

           Total stockholders' equity                        14,384      15,331
                                                           ---------   ---------
                                                           $ 21,083    $ 23,066
                                                           =========   =========

See accompanying notes to condensed consolidated financial statements.

                                       4



<PAGE>

<TABLE>
                              NETGURU, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (Unaudited)
                                      (In thousands)
<CAPTION>
                                                                       THREE MONTHS   THREE MONTHS
                                                                           ENDED          ENDED
                                                                       JUNE 30, 2002  JUNE 30, 2001
                                                                       ------------   ------------
<S>                                                                    <C>            <C>
Cash flows from operating activities:
    Net loss                                                           $    (1,070)   $    (1,151)
    Adjustments to reconcile net loss to net cash used in operating
      activities:
        Depreciation and amortization                                          311            661
        Bad debt expense                                                        25             --
        Deferred income taxes                                                 (172)            (7)
        Compensation expense recognized on issuance of stock options           (23)            34
        Restructuring                                                           93             --
        Changes in operating assets and liabilities (net of
          acquisitions):
          Accounts receivable                                                  361          1,094
          Notes and related party loans receivable                              71             (1)
          Income tax receivable                                                 (4)            --
          Prepaid expenses and other current assets                            535           (294)
          Other assets                                                         (88)           153
          Accounts payable                                                      69            (57)
          Accrued expenses                                                    (456)          (437)
          Income taxes payable                                                (199)            68
          Accrued restructuring costs                                          (13)            --
          Other current liabilities                                            (73)            38
          Deferred revenues                                                   (140)          (525)
          Deferred gain on sale-leaseback                                      (17)           (29)
                                                                       ------------   ------------

                  Net cash used in operating activities                       (790)          (453)
                                                                       ------------   ------------

Cash flows from investing activities:
    Purchase of property, plant and equipment                                  (88)          (167)
    Payments to acquire companies, net of cash acquired                         --            (67)
                                                                       ------------   ------------

                  Net cash used in investing activities                        (88)          (234)
                                                                       ------------   ------------

Cash flows from financing activities:
    Proceeds from issuance of bank debt                                          1             19
    Repayment of bank debt                                                    (115)          (109)
    Repayment of capital lease obligations                                     (84)           (36)
    Issuance of common stock                                                    52             27
    Repurchase common stock                                                     --           (140)
                                                                       ------------   ------------

                  Net cash used in financing activities                       (146)          (239)
                                                                       ------------   ------------

    Effect of exchange rate changes on cash and cash equivalents                43            (68)
                                                                       ------------   ------------

                  Decrease in cash and cash equivalents                       (981)          (994)

Cash and cash equivalents, beginning of period                               3,466          7,958
                                                                       ------------   ------------

Cash and cash equivalents, end of period                               $     2,485    $     6,964
                                                                       ============   ============

Supplemental disclosure of cash flow information:
    Amounts paid for:
         Interest                                                      $        63    $        21
         Income taxes                                                  $         1    $        14
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                            5



<PAGE>

                         NETGURU, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002
                                   (UNAUDITED)

     BASIS OF PRESENTATION

         These 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 June 30, 2002 and
the results of operations and the cash flows for the three months ended June 30,
2002 and 2001, 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 months ended June 30, 2002 are not necessarily
indicative of the results to be expected for the full year ending March 31,
2003.

     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 reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting periods. Actual results
could differ from those estimates.

     FAIR VALUE OF FINANCIAL INSTRUMENTS

         Statement of Financial Accounting Standards ("SFAS") No. 107,
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS, requires management to
disclose the estimated fair value of certain assets and liabilities defined by
SFAS No. 107 as financial instruments. Financial instruments are generally
defined by SFAS No. 107 as cash or contractual obligations that convey to one
entity a right to receive cash or other financial instruments from another
entity, as well as impose on the other entity the obligation to deliver cash or
other financial instruments to the first entity. At June 30, 2002, management
believes the carrying amounts of cash and cash equivalents, receivable and
payable amounts, and accrued expenses approximate fair value because of the
short maturity of these financial instruments. The Company also believes that
the carrying amounts of its long-term debt and capital lease obligations
approximate their fair value as the interest rates approximate a rate that the
Company could obtain under similar terms at the balance sheet date.

     SOFTWARE DEVELOPMENT COSTS AND PURCHASED TECHNOLOGY

         The Company capitalizes costs related to the development of certain
software products. Capitalization of costs begins when technological feasibility
has been established and ends when the product is available for general release
to customers. As of June 30, 2002, capitalized costs of approximately $657,000,
net of accumulated amortization, were included in other assets. Approximately
$303,000 of this amount represents software developed in-house and $261,000
represents the cost of software developed on the Company's behalf by third
parties. The remaining $93,000 represents purchased technology. Additions to
capitalized software were $28,000 and $2,500 during the quarters ended June 30,
2002 and 2001, respectively.

         The Company amortizes capitalized software development costs and
purchased technology using the straight-line method over three to five years, or

                                       6



<PAGE>

the ratio of actual sales to anticipated sales, whichever is greater.
Amortization of software development costs and purchased technology charged to
cost of revenues was approximately $43,000 and $54,000 for the quarter ended
June 30, 2002 and 2001, respectively. Accumulated amortization on capitalized
software was $533,000 and $432,000 as of June 30, 2002 and 2001, respectively.

     REVENUE RECOGNITION

         The Company recognizes revenue when the following criteria are met: 1.
persuasive evidence of an arrangement such as agreements, purchase orders or
written or online requests exists; 2. delivery has been completed and no
significant obligations remain; 3. the Company's price to the buyer is fixed and
determinable; and 4. collectibility is probable. The Company's revenues arise
from the following segments: engineering and collaborative software products
and services; IT services; and Web-based telecommunication and travel services.
         Revenues from our pre-packaged engineering software products are
recognized upon shipment, provided that no significant post-contract support
obligations remain outstanding and collection of the resulting receivable is
deemed probable. Through June 30, 2002, at the time of sale, the Company
provided 120-day initial maintenance and support to the customer. Costs relating
to this initial 120-day support period, which included primarily telephone
support, were not considered material. After the initial support period,
customers were offered ongoing maintenance contracts that included telephone,
e-mail and other methods of support, and the right to receive upgrades.
Effective July 1, 2002, the Company provides a 15-day right of return on the
purchase of a product during which time the customer may return the product to
the Company subject to a $50 restocking fee on each returned item. Revenue from
the maintenance contracts was deferred and recognized ratably over the life of
the contract, usually twelve months.

The Company recognizes revenues from software that it customizes
to fit a customer's requirements based on satisfactory completion of
pre-determined milestones (evidenced by written acceptance from the customer)
and delivery of the product to the customer provided no significant obligations
remain and collectibility of the resulting receivable is probable.
Revenues from digital media and animation services were recognized upon
achievement of certain pre-determined milestones.

In October 1997, the Accounting Standards Executive Committee ("AcSEC")
of the American Institute of Certified Public Accountants ("AICPA") issued
Statement of Position ("SOP") 97-2, SOFTWARE REVENUE RECOGNITION. The Company
adopted SOP 97-2 in the first quarter of fiscal 1999. SOP 97-2 distinguishes
between significant and insignificant vendor obligations as a basis for
recording revenue, with a requirement that each element of a software licensing
arrangement be separately identified and accounted for based on relative fair
values of each element. We determine the fair value of each element in
multi-element transactions based on vendor-specific objective evidence ("VSOE").
VSOE for each element is based on the price charged when the same element is
sold separately.

                                       7



<PAGE>
         In 1998, the AICPA issued SOP 98-9, MODIFICATION OF SOP 97-2,
SOFTWARE REVENUE RECOGNITION, WITH RESPECT TO CERTAIN TRANSACTIONS, which
modifies SOP 97-2 to allow for use of the residual method of revenue recognition
provided that certain criteria have been met. The Company adopted SOP 98-9 in
the first quarter of fiscal 2000. If evidence of fair value of all undelivered
elements exists but evidence does not exist for one or more delivered elements,
then revenue is recognized using the residual method. Under the residual method,
the fair value of the undelivered elements is deferred and the remaining portion
of the transaction fee is recognized as revenue.

         Revenues from providing IT services are recognized primarily on a time
and materials basis, with time at a marked-up rate and materials and other
reasonable expenses at cost, once the services are completed and no significant
obligations remain. Certain IT services contracts are fixed price contracts
where progress toward completion is measured by mutually agreed upon
pre-determined milestones for which the Company recognizes revenue upon
achieving such milestones. The Company's fixed price IT contracts are typically
for a short duration of one to three months.

         With regard to the Company's Web-based telecommunication services, the
Company recognizes revenues for call termination services at gross value, with
the applicable cost separately stated in cost of revenues. Revenues from the
Company's own phone card transactions are deferred and recognized on the basis
of usage. Revenues from the resale of third-party phone cards are recognized net
of returns because no significant obligations remain once the phone cards are
delivered. Revenues from certain travel services, where we are a ticket
consolidator, 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.
Revenues from other products and services sold via Internet portals, including
travel services, where the Company is a travel discounter or an agent, are
recognized net of purchase costs when the products and services are delivered
and collectibility is probable.

    RECLASSIFICATIONS

         Certain reclassifications have been made to the fiscal 2002
consolidated financial statements to conform to the fiscal 2003 presentation.

     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 $2,400,000 in fiscal 2001. The restructuring plan
consisted of four major points: 1) refocused strategic direction of Internet
service provider ("ISP") initiatives; 2) refocused strategic direction of
Internet portal initiatives; 3) consolidation of the Company's technical support
activities; and 4) elimination of the Company's in-house legal department.

                                          8



<PAGE>

          With regard to the Company's ISP initiatives in India, the Company
redirected its primary focus toward communication and connectivity
services targeted at the corporate market. The Company's original focus
related to ISP services was that the Company planned to offer ISP
services to both consumers and businesses in India. With the proposed
acquisition of a 30% ownership interest in Vital Communications, Ltd.,
an IT communications technology company, the Company had planned to start
providing ISP services for the 10,000 customers of Vital Communications
as a first step toward becoming an ISP in India.

         The total amount charged for the refocus of ISP operations in fiscal
2001 was $1,998,000. This total charge consisted of $171,000 in contractual
obligations and $1,827,000 in asset write-offs related to ISP operations in
India. These charges did not include any employee costs. However, they included
the write-off of $537,000 paid toward the Company's proposed acquisition of a
30% ownership interest in Vital Communications, the write-off of $346,000
related to capitalized connectivity charges for the ISP business, and the
write-off of $944,000 of ISP infrastructure equipment. The ISP infrastructure
equipment related to the Voice Over Internet Protocol (VOIP) technology. The
equipment was determined to have no resale value because VOIP technology was not
permitted in India and because it was not cost-effective to sell the equipment
in countries where VOIP was permitted since the technology had changed. The
restructuring related to the ISP operations resulted in elimination of
depreciation and amortization expenses that would have resulted from the ISP
related assets.

         In March 2001, the Company closed its Boston technical support office.
Technical support activities previously offered from the Boston office were
consolidated into the California facility. The closing of this office resulted
in the termination of two employees. The restructure charge related to the
consolidation of technical support facilities was $166,000, of which $49,000
related to accrued severance payments for the two terminated employees and
$117,000 related to contractual lease obligations for the vacated space. The
Company made cash payments totaling $58,000 and $13,000 in fiscal 2002 and
during the three months ended June 30, 2002, respectively, toward settlement of
obligations related to this activity. The employee costs related to technical
support operations decreased beginning in April 2001 and the Company expects
facility costs to decrease beginning in October 2003, after the termination of
the lease in September 2003.

         The elimination of the in-house legal department primarily consisted of
the termination of one employee whose position was not refilled. Legal services
are being obtained from the Company's continuing external legal counsel. In
fiscal 2001, the Company estimated the restructure charge related to the
elimination of the in-house legal department to be $42,000. In fiscal 2002, the
Company paid $52,000 toward this restructure charge. Additional charges of
$41,000 and $109,000 were recorded in fiscal 2002 and during the first quarter
of fiscal 2003, respectively, since the original estimate of severance expenses
was insufficient.

                                       9



<PAGE>

     Activity relating to the restructuring charge is as follows (in thousands):

<TABLE>
<CAPTION>
                                  REFOCUS OF       REFOCUS OF       CONSOLIDATION       ELIMINATION
                                      ISP            PORTAL          OF TECHNICAL         OF LEGAL          TOTAL
                                  OPERATIONS       OPERATIONS          SUPPORT           DEPARTMENT
                                --------------   --------------   -----------------   ---------------   ------------
       <S>                      <C>              <C>              <C>                 <C>               <C>
       March 31, 2000                      --               --                  --                --             --

       Restructuring charge     $       1,998    $         194    $            166    $           42    $     2,400

       Cash payments                   (1,897)            (194)                 --                --         (2,091)
                                --------------   --------------   -----------------   ---------------   ------------

       March 31, 2001           $         101    $          --    $            166    $           42    $       309
                                --------------   --------------   -----------------   ---------------   ------------

       Cash payments                       --              (67)                (58)              (52)          (177)

       Adjustments                        (67) a            67  a              (16) b             41  b          25
                                --------------   --------------   -----------------   ---------------   ------------

       March 31, 2002           $          34    $          --    $             92    $           31    $       157
                                --------------   --------------   -----------------   ---------------   ------------

       Cash payments                       --               --                 (13)                             (13)

       Adjustments                        (16) c            --                                   109  c          93
                                --------------   --------------   -----------------   ---------------   ------------

       June 30, 2002            $          18    $          --    $             79    $          140    $       237
                                ==============   ==============   =================   ===============   ============
</TABLE>

       a.   Represents reversal of over-accrual for contractual obligations
            for ISP operations and additional amounts accrued for contractual
            obligations related to the portal operations.

       b.   Represents reversal of over-accrual for technical support
            severance costs and additional amounts accrued for anticipated
            severance costs for the elimination of the legal department.

       c.   Represents reversal of over-accrual for contractual obligation for
            ISP operations and additional amounts accrued for anticipated
            severance costs for the elimination of the legal department.

         The balance at June 30, 2002 includes $54,000 of lease payments for
vacated office space scheduled for payment through September 2003. As of the
date of filing of this report, the remaining
personnel costs have been satisfied.

     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 three former owners exercised this right.
The total repurchase price was $715,000. Agreements were reached with the former
owners to extend the cash payment for this repurchase over a period of twelve
months.

                                       10



<PAGE>

         As of June 30, 2002, the Company had paid $146,000 to one of the former
owners for the repurchase of 6,000 shares. The remaining $26,000 was to be paid
by November 30, 2002, and has been accrued under "accrued expenses." The
repurchase of 6,000 shares from another former owner was settled for a total of
$100,000, and the entire amount was paid as of June 30, 2002.

         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 was $372,000, of which $128,000 had been paid as of
June 30, 2002. Due to a dispute as a result of an apparent breach of the
purchase agreement by the former owner, the Company believes that it is probable
that the balance of $244,000 will not be paid and therefore has not accrued this
amount as a liability.

     FOREIGN CURRENCY TRANSLATION

         The financial position and results of operations of the Company's
foreign subsidiaries are accounted for using the local currency as the
functional currency. Assets and liabilities of the subsidiaries are translated
into U.S. dollars (the reporting currency) at the exchange rate in effect at the
period-end. Statements of operations accounts are translated at the average rate
of exchange prevailing during the respective periods. Translation adjustments
arising from the use of differing exchange rates from period to period are
included in accumulated other comprehensive loss in the consolidated balance
sheets. Gains and losses resulting from foreign currency transactions are
included in operations and are not material to the first quarter of fiscal 2003
and the first quarter of fiscal 2002.

     COMPREHENSIVE INCOME (LOSS)

         The Company applies the provisions of 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, which are reported separately in stockholders'
equity, to be included in other comprehensive income (loss). Total comprehensive
loss was $976,000 and $1,242,000 for the quarter ended June 30, 2002 and 2001,
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.

                                       11



<PAGE>

         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
                                                                          JUNE 30,
                                                                 -----------------------
                                                                    2002          2001
                                                                 -----------   ---------
         <S>                                                     <C>           <C>
         Numerator:
         Net loss & numerator for basic and diluted loss per
         share                                                   $   (1,070)   $ (1,151)
                                                                 ===========   =========

         Denominator:
         Denominator for basic net loss per share - average
         number of common shares outstanding during the period       17,286      16,877
         Incremental common shares attributable to exercise of
         outstanding options, warrants and other common stock
         equivalents                                                     --          --
                                                                 -----------   ---------
         Denominator for diluted net loss per share                  17,286      16,877
                                                                 ===========   =========

         Basic net loss per share                                $    (0.06)   $  (0.07)
                                                                 ===========   =========
         Diluted net loss per share                              $    (0.06)   $  (0.07)
                                                                 ===========   =========
</TABLE>

         Options, warrants and other common stock equivalents amounting to
737,000 and 608,000 potential common shares were excluded from the computation
of diluted EPS for the quarters ended June 30, 2002 and 2001, respectively,
because the Company reported net losses and, therefore, the effect would be
antidilutive.

     SEGMENT AND GEOGRAPHIC DATA

         The Company is an integrated information technology and services
company operating in three primary business segments: 1) engineering and
collaborative software products and services; 2) IT services; and 3) Web-based
telecommunication and travel services.

         The Company has provided computer-aided engineering software solutions
to customers for over 21 years. During the past 19 years, the Company has
supported the engineering software business with India-based software
programming and IT resources. 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 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. In April 2000, with the acquisition of Allegria
Software, Inc., the Company added eReview and ForReview collaborative software
products to its offerings.

                                        12



<PAGE>
       The Company applies the provisions of SFAS No. 131, DISCLOSURES ABOUT
SEGMENTS OF AN ENTERPRISE and RELATED INFORMATION. SFAS No. 131 requires
segments to be determined and reported based on how management measures
performance and makes decisions about allocating resources.

         Prior to April 1, 2002, the Company's operating segments were:

        o   Software sales, maintenance and services;
        o   IT services; and
        o   Internet, e-commerce and collaborative software solutions.

        Effective April 1, 2002, the Company realigned its operating
segments to more appropriately reflect how these divisions were managed and
its resources were allocated. The operating segments were realigned as follows:

        o   Engineering and collaborative software products and services;
        o   IT services; and
        o   Web-based telecommunication and travel services.

         The significant components of worldwide operations by reportable
operating segments are (prior period presentation has been revised to be
consistent with the current period presentation):

                                                     THREE MONTHS ENDED JUNE 30,
                                                      --------------------------
                                                         2002            2001
                                                      -----------    -----------
                                                           (IN THOUSANDS)
          NET REVENUE
              Engineering and collaborative software  $    1,871     $    2,395
                products and services
              IT services                                  1,414          3,348
              Web-based telecommunication and travel       1,132          1,038
                services

                                                      ===========    ===========
                   Consolidated                       $    4,417     $    6,781
                                                      ===========    ===========

          OPERATING (LOSS)/INCOME
              Engineering and collaborative software  $   (1,135)    $     (763)
                products and services
              IT services                                    (67)           183
              Web-based telecommunication and travel        (177)          (458)
                services

                                                      ===========    ===========
                   Consolidated                       $   (1,379)    $   (1,038)
                                                      ===========    ===========

                                                      AT JUNE 30,   AT MARCH 31,
                                                         2002            2002
                                                      -----------    -----------
                                                           (IN THOUSANDS)

          TOTAL ASSETS
              Engineering and collaborative products  $   11,527     $   12,630
                and services
              IT services                                  7,858          8,667
              Web-based telecommunication and travel       1,698          1,769
                services

                                                      ===========    ===========
                   Consolidated                       $   21,083     $   23,066
                                                      ===========    ===========
                                       13



<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
                                                                JUNE 30,
                                                       -------------------------
                                                           2002          2001
                                                       -----------   -----------
                                                            (IN THOUSANDS)
                NET REVENUE
                United States                          $    3,200    $    5,718
                The Americas (other than U.S.)                107           120
                Europe                                        495           497
                Asia-Pacific                                  615           446
                                                       -----------   -----------

                         Consolidated                  $    4,417    $    6,781
                                                       ===========   ===========

                EXPORT SALES
                United States                          $      232    $      124
                                                       ===========   ===========

                                                         JUNE 30,      JUNE 30,
                                                          2002          2001
                                                       -----------   -----------
                                                            (IN THOUSANDS)
                LONG-LIVED ASSETS
                United States                          $   12,342    $   14,105
                Europe                                        365           386
                Asia-Pacific                                1,360         2,570
                                                       -----------   -----------

                         Consolidated                  $   14,067    $   17,061
                                                       ===========   ===========

     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.

                                       14



<PAGE>

                                   SIGNATURES
                                   ----------

         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:   May 5, 2003

                                          NETGURU, INC.

                                          By: /s/ Bruce K. Nelson
                                              -------------------
                                              Bruce K. Nelson
                                              Chief Financial Officer (principal
                                              financial and accounting officer)

                                       15



<PAGE>

                                 CERTIFICATIONS

         I, Amrit K. Das, certify that:

         1. I have reviewed this amendment no. 3 to quarterly report on Form
10-QSB of netGuru, Inc. ("quarterly report");

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report; and

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

Date:  May 5, 2003                        /s/ Amrit K. Das
                                           ------------------------------------
                                           Amrit K. Das, Chief Executive Officer
                                           (Principal executive officer)

         I, Bruce Nelson, certify that:

         1. I have reviewed this amendment no. 3 to quarterly report on Form
10-QSB of netGuru, Inc. ("quarterly report");

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report; and

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

Date:  May 5, 2003                      /s/ Bruce K. Nelson
                                        ----------------------------------------
                                        Bruce K. Nelson, Chief Financial Officer
                                        (Principal financial officer)

                                       16



<PAGE>

        EXHIBITS FILED WITH THIS AMENDMENT NO. 3 TO REPORT ON FORM 10-QSB

Exhibit 99.1  Certifications of chief executive officer and chief financial
              officer pursuant to 18 U.S.C section 1350, as adopted pursuant to
              section 906 of the Sarbanes-Oxley Act of 2002.

                                       17