SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
Netguru Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
64111K107
(CUSIP Number)
Peter R. Kellogg
120 Broadway
New York, New York 10271
(Name, address and telephone number of person
authorized to receive notices and communications)
December 26, 2000
(Date of event which requires filing of this statement)
(Continued on following page(s))
Page 1 of 5 Pages
Cusip No. 64111K107 Page 2 of 5
_______________________________________________________
1. NAME OF REPORTING PERSON Peter R. Kellogg
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
_____________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
_____________________________________________________
3. SEC USE ONLY
_____________________________________________________
4. SOURCE OF FUNDS:
_____________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E)
___________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA_______________________________________________
Number of 7. SOLE VOTING POWER NUMBER OF SHARES
Shares _______3,576,500__(1)_______________
8. SHARED VOTING POWER
Beneficially
_______0 _______________
Owned by Each 9. SOLE DISPOSITIVE POWER
Reporting _______3,576,500_(1)_________________
10.SHARED DISPOSITIVE POWER
Person With
______________________ 0 _ _______________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
___3,576,500 ____________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
_____________________________________________________
(1) 1,670,270 are restricted shares.
Cusip No. 64111K107 Page 3 of 5
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 21.27%
_____________________________________________________
14. TYPE OF REPORTING PERSON - IN
___________________________________________________
Item 1. Security and Issuer
The class of security to which this statement
relates is Common Stock, par value $0.01 (the "Common
Stock"), of Netguru, Inc., a Delaware Corporation (the
"Issuer"). The address of the principal executive office
of the Issuer is: 22700 Savi Ranch Parkway, Yorba Linda,
California.
Item 2. Identity and Background
The person filing this Statement is Peter R. Kellogg.
Mr. Kellogg's principal occupation is Senior Managing
Director at Spear, Leeds & Kellogg, 120 Broadway, New
York, New York 10271. Spear, Leeds & Kellogg is a
registered securities broker-dealer. During the last
five years Mr. Kellogg has not been convicted in a
criminal proceeding nor has he been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws, or finding any violation with respect
to such laws. Mr. Kellogg is a citizen of the United
States.
Item 3. Source and Amount of Funds or Other
Consideration
The aggregate purchase price of the Common Stock
recently purchased by Peter Kellogg was $2,116,278.75
which came from available funds.
Item 4. Purpose of Transaction
The Common Stock was acquired by Peter Kellogg
for investment purposes only. Mr. Kellogg does not
have plans or proposals related to or which would
result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
Cusip No. 64111K107 Page 4 of 5
Mr. Kellogg may determine to purchase additional
shares of Common Stock at any time and from time to
time, subject to market and general economic
conditions, and any purchase or purchases may be
effected directly or through one or more entities
controlled or deemed to be controlled by Mr. Kellogg.
Mr. Kellogg may also sell or otherwise dispose of
shares of Common Stock owned directly or indirectly
by him at any time or from time to time, although he
has no present plans or proposals to do so. Any
purchases or sales by Mr. Kellogg may be in the open
market, in a privately negotiated transaction or
otherwise.
Item 5. Interest in Securities of the Issuer
(a) As of December 26, 2000, Mr. Kellogg may be
deemed the beneficial owner of 3,576,500 shares of
the Common Stock of Netguru Inc. constituting
approximately 21.27% of the common stock outstanding.
Of those shares, 1,670,270 are restricted.
(b) Mr. Kellogg has the sole dispositive power
with respect to 3,576,500 shares of common stock
which he owns.
(c) The following table set forth information
with respect to all purchases, sales or donations of
the common stock by Peter Kellogg for purposes of
Section 13(d) of the 1934 Act since November 28,
2000.
Number
Date of of Type of Price
Transaction Shares Transaction Per
Share
12/05/00 1,670,270 OTC Buy 3.93
12/05/00 100 OTC Buy 3.6875
12/05/00 13,600 OTC Buy 3.75
12/05/00 50 OTC Buy 3.875
12/08/00 100,000 OTC Buy 3.375
Cusip No. 64111K107 Page 5 of 5
12/08/00 100,000 OTC Buy 3.4375
12/13/00 37,500 OTC Buy 3.375
12/13/00 37,500 OTC Buy 3.4375
12/26/00 100,000 OTC Buy 3.625
12/26/00 100,000 OTC Buy 3.75
12/27/00 26,500 OTC Buy 3.415
12/29/00 75,000 OTC Buy 4.00
Item 6. Contract Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer
All shares of Common Stock purchased by Mr. Kellogg
were acquired on the basis of his independent investment
decisions. Mr. Kellogg disclaims that he was or is a
member of a "group," within the meaning of the Act and the
Rules, with regard to the acquisition or holding of shares
of Common Stock acquired or sold by Mr. Kellogg. Further,
Mr. Kellogg has no arrangement, agreement or
understanding with anyone with respect to the future
acquisition, holding, disposition or voting of shares of
Common Stock of the Issuer.
Item 7. Material to be filed as Exhibits
None.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
fourth in this Statement is true, complete and correct.
Dated: January 8, 2001 Peter R. Kellogg
Peter R. Kellogg
