SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No....)
...............................................................................
...................................
(Name of Issuer)
....................................Imergent Inc..................
..........................................................
(Title of Class of Securities)
...............................................Common...........
..................................................
(CUSIP Number)
.................................................45247Q100.........
..................................................
(Date of Event Which Requires Filing of this
Statement)
February 24, 2005
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
[ X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be
filled out for a reporting person's initial filing on
this form with respect to the subject class of
securities, and for any subsequent amendment
containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject
to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No.
(1)Names of reporting persons. I.R.S. Identification
Nos. of above persons (entities only)
Goldman Capital Management Inc.
13-3279572
(2) Check the appropriate box if a member of a
group (see instructions)
(a)
(b)
(3) SEC use only
(4) Citizenship or place of organization
New York
Number of shares beneficially owned by each
reporting person with:
(5)Sole voting power 678100
(6)Shared voting power
(7)Sole dispositive power
(8)Shared dispositive power
(9)Aggregate amount beneficially owned
by each reporting person
678100
(10)Check if the aggregate amount in Row
(9) excludes certain shares (see instructions)
(11)Percent of class represented by amount
in Row 9
5.8
(12)Type of reporting person (see instructions)
BD
Instructions for Cover Page
(1)Names and I.R.S. Identification Numbers
of Reporting Persons---Furnish the full legal name
of each person for whom the report is filed---i.e., each
person required to sign the schedule itself---including
each member of a group. Do not include the name of a
person required to be identified in the report but who is
not a reporting person. Reporting persons are also
requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not
mandatory (see "SPECIAL INSTRUCTIONS FOR
COMPLYING WITH SCHEDULE 13G", below).
(2)If any of the shares beneficially owned by
a reporting person are held as a member of a group
and that membership is expressly affirmed, please
check row 2(a). If the reporting person disclaims
membership in a group or describes a relationship
with other person but does not affirm the existence
of a group, please check row 2(b) [unless it is a joint
filing pursuant to Rule 13d-1(k)(1) in which case it
may not be necessary to check row 2(b)].
(3)The third row is for SEC internal use; please
leave blank.
(4) Citizenship or Place of Organization---Furnish
citizenship if the named reporting person is a natural
person. Otherwise, furnish place of organization.
(5)-(9), (11)Aggregated Amount Beneficially
Owned By Each Reporting Person, etc.---Rows (5)
through (9) inclusive, and (11) are to be completed
in accordance with the provisions of Item 4 of Schedule
13G. All percentages are to be rounded off to the
nearest tenth (one place after decimal point).
(10)Check if the aggregate amount reported
as beneficially owned in row 9 does not include
shares as to which beneficial ownership is
disclaimed pursuant to Rule 13d-4 under the
Securities Exchange Act of 1934.
(12)Type of Reporting Person---Please
classify each "reporting person" according to
the following breakdown (see Item 3 of Schedule
13G) and place the appropriate symbol on the form:
Category
Symbol
Broker Dealer
BD
Bank
BK
Insurance Company
IC
Investment Company
IV
Investment Adviser
IA
Employee Benefit Plan or Endowment Fund
EP
Parent Holding Company/Control Person
HC
Savings Association
SA
Church Plan
CP
Corporation
CO
Partnership
PN
Individual
IN
Other
OO
Notes:
Attach as many copies of the second part of
the cover page as are needed, one reporting person
per page.
Filing persons may, in order to avoid
unnecessary duplication, answer items on the
schedules (Schedule 13D, 13G, or 14D-1) by
appropriate cross references to an item or items
on the cover page(s). This approach may only be
used where the cover page item or items provide
all the disclosure required by the schedule item.
Moreover, such a use of a cover page item will
result in the item becoming a part of the schedule
and accordingly being considered as "filed" for
purposes of Section 18 of the Securities Exchange
Act or otherwise subject to the liabilities of that
section of the Act.
Reporting persons may comply with their
cover page filing requirements by filing either
completed copies of the blank forms available from
the Commission, printed or typed facsimiles, or
computer printed facsimiles, provided the
documents filed have identical formats to the forms
prescribed in the Commission's regulations and
meet existing Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange
Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING
WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the
Securities Exchange Act of 1934 and the rules
and regulations thereunder, the Commission is
authorized to solicit the information required to be
supplied by this schedule by certain security holders
of certain issuers.
Disclosure of the information specified in
this schedule is mandatory, except for I.R.S. identification
numbers disclosure of which is voluntary. The information
will be used for the primary purpose of determining and
disclosing the holdings of certain beneficial owners of
certain equity securities. This statement will be made
a matter of public record. Therefore, any information
given will be available for inspection by any member
of the public.
Because of the public nature of the information,
the Commission can utilize it for a variety of purposes,
including referral to other governmental authorities or
securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the
Federal securities laws or other civil, criminal or
regulatory statues or provisions. I.R.S. identification
numbers, if furnished, will assist the commission in
identifying security holders and, therefore, in promptly
processing statements of beneficial ownership of
securities.
Failure to disclose the information requested
by this schedule, except for I.R.S. identification
numbers, may result in civil or criminal action
against the persons involved for violation of the
Federal securities laws and rules promulgated
thereunder.
General Instructions
Statements filed pursuant to Rule 13d-1(b)
containing the information required by this schedule
shall be filed not later than February 14 following the
calendar year covered by the statement or within the
time specified in Rules 13d-1(b)(2) and 13d-2(c).
Statements filed pursuant to Rule 13d-1(c) shall be
filed within the time specified in Rules 13d-1(c),
13d- 2(b) and 13d-2(d). Statements filed pursuant
to Rule 13d-1(d) shall be filed not later than February
14 following the calendar year covered by the
statement pursuant to Rules 13d-1(d) and 13d-2(b).
Information contained in a form which is
required to be filed by rules under Section 13(f) for
the same calendar year as that covered by a
statement on this schedule may be incorporated
by reference in response to any of the items of this
schedule. If such information is incorporated by
reference in this schedule, copies of the relevant
pages of such form shall be filed as an exhibit to
this schedule.
The item numbers and captions of the items
shall be included but the text of the items is to be omitted.
The answers to the items shall be so prepared as to
indicate clearly the coverage of the items without
referring to the text of the items. Answer every item.
If an item is inapplicable or the answer is in the
negative, so state.
Item 1.
Item 1(a) Name of issuer: Imergent Inc.
Item 1(b) Address of issuer's principal
executive offices: 754 East Technology Ave.
Orem UT 84097
Item 2.
2(a) Name of person filing: Goldman Capital
Management Inc.
2(b) Address or principal business office or,
if none, residence:220 East 42nd St. New York NY 10017
2(c) Citizenship: US
2(d) Title of class of securities: Common
2(e) CUSIP No.:45247Q100
Item 3.
If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b) or (c), check whether the person
filing is a:
[X ] Broker or dealer registered under Section
15 of the Act.
[ ] Bank as defined in Section 3(a)(6) of the Act.
[ ] Insurance company as defined in Section
3(a)(19) of the Act.
[ ] Investment company registered under Section
8 of the Investment Company Act of 1940.
[ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
[ ] An employee benefit plan or endowment fund
in accordance with Rule 13d-1(b)(1)(ii)(F);
[ ] A parent holding company or control person
in accordance with Rule 13d-1(b)(1)(ii)(G);
[ ] A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
[ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the
Investment Company Act of 1940;
[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership
Provide the following information regarding the
aggregate number and percentage of the class o
f securities of the issuer identified in Item 1.
Amount beneficially owned: 678100
Percent of class 5.8
Number of shares as to which such person has:
Sole power to vote or to direct the vote 678100
Shared power to vote or to direct the vote
Sole power to dispose or to direct the disposition of
Shared power to dispose or to direct the
disposition of
Instruction. For computations regarding securities
which represent a right to acquire an underlying security
see Rule 13d-3(d)(1).
Item 5.
Ownership of 5 Percent or Less of a Class. If this
statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the
beneficial owner of more than 5 percent of the class of
securities, check the following [ ].
Instruction. Dissolution of a group requires a
response to this item.
Item 6. Ownership of More than 5 Percent on
Behalf of Another Person
If any other person is known to have the right to
receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such securities,
a statement to that effect should be included in response
to this item and, if such interest relates to more than 5
percent of the class, such person should be identified. A
listing of the shareholders of an investment company
registered under the Investment Company Act of 1940
or the beneficiaries of employee benefit plan, pension
fund or endowment fund is not required.
N/A
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported
on by the Parent Holding Company or Control Person.
If a parent holding company or control person has
filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(G), so
indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary.
If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach
an exhibit stating the identification of the relevant subsidiary.
N/A
Item 8. Identification and Classification of
Members of the Group
If a group has filed this schedule pursuant to
Rule 13d-1(b)(ii)(J), so indicate under Item 3(j) and
attach an exhibit stating the identity and Item 3 classification
of each member of the group. If a group has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identity of each member
of the group.
N/A
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished
as an exhibit stating the date of the dissolution and that
all further filings with respect to transactions in the security
reported on will be filed, if required, by members of the
group, in their individual capacity. See Item 5.
N/A
Item 10. Certifications
The following certification shall be included if
the statement is filed pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
The following certification shall be included if the
statement is filed pursuant to Rule 13d-1(c):
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect.
Signature. Neal I Goldman
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated February 28, 2005
Signature Neal I Goldman
Name/Title Neal I Goldman President
The original statement shall be signed by each
person on whose behalf the statement is filed or his
authorized representative. If the statement is signed
on behalf of a person by his authorized representative
other than an executive officer or general partner of the
filing person, evidence of the representative's authority
to sign on behalf of such person shall be filed with the
statement, provided, however, that a power of attorney
for this purpose which is already on file with the Commission
may be incorporated by reference. The name and any title
of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7 for other parties for
whom copies are to be sent.
Attention: Intentional misstatements or omissions
of fact constitute Federal criminal violations (see 18 U.S.C.
1001).
Regulatory History
43 FR 18499, April 28, 1978, as amended at
43 FR 55756, Nov. 29, 1978; 44 FR 2148, Jan. 9, 1979;
44 FR 11751, March 2, 1979; 61 FR 49957, 49959, Sept.
24, 1996; 62 FR 35338, 35340, July 1, 1997; 63 FR 2854,
2867, Jan. 16, 1998, as corrected at 63 FR 15286, 15287,
March 31, 1998
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