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July 27, 2005

Mr. Craig Wilson

Senior Assistant Chief Accountant

Securities and Exchange Commission

Division of Corporate Finance

Mail Stop 4561

Washington, D.C.  20549

RE:          iMergent, Inc.

Form 10-K for fiscal year ended June 30, 2004

File No. 000-20190

Your letter dated May 19, 2005

Dear Mr. Wilson

We submit this letter in response to comments from the staff of the
Securities and Exchange Commission (the “Staff”) received by letter dated May 19,
2005 relating to the Company’s Form 10-K for the fiscal year ended June 30,
2004 (the “Form 10-K”).

In this letter, we have recited the comments from the Staff in bold
type and have followed each comment with the Company’s response.  Capitalized terms used but not defined herein
shall have the meanings ascribed thereto in the Form 10-K.

Form 10-K for the Fiscal Year
Ended June 30, 2004

Consolidated Financial Statements

Statement of Operations, page 43

1.                                      Supplementally,
tell us how you have considered the disclosure requirements of Rule 5-03(b) of Regulation S-X in disclosing product and
service revenues and related costs separately.

In response to the Staff’s comments and upon further investigation, we
have determined that separate disclosure of our product and service revenues
and related costs is required.
Accordingly, we will separately disclose workshop product revenue, and
other services revenue and the related cost of revenue pursuant to Rule 5-03
of Regulation S-X as follows in future filings:

  Qtr. 1

  Qtr. 2

  Qtr. 3

  Qtr. 4

  Fiscal Year

  Total

  F2005

  Revenue

  Workshop Product Revenue

  $

  20,232,961

  $

  26,021,524

  $

  25,369,644

  $

  71,624,129

  Other Revenue

  3,475,777

  5,372,230

  5,412,252

  14,260,259

  Total Revenue

  $

  23,708,738

  $

  31,393,754

  $

  30,781,896

  $

  85,884,388

  Cost of revenue

  Workshop product cost

  $

  6,507,362

  $

  8,118,010

  $

  6,284,436

  $

  20,909,808

  Other cost of revenue

  158,359

  322,057

  269,504

  749,920

  Total cost of revenue

  $

  6,665,721

  $

  8,440,067

  $

  6,553,940

  $

  21,659,728

  F2004

  Revenue

  Workshop Product Revenue

  $

  16,735,893

  $

  15,267,542

  $

  17,054,822

  $

  21,799,926

  $

  70,858,183

  Other Revenue

  2,103,790

  2,388,372

  2,510,132

  3,167,040

  10,169,334

  Total Revenue

  $

  18,839,683

  $

  17,655,914

  $

  19,564,954

  $

  24,966,966

  $

  81,027,517

  Cost of revenue

  Workshop product cost

  $

  4,198,638

  $

  4,391,058

  $

  3,898,144

  $

  5,642,780

  $

  18,130,620

  Other cost of revenue

  163,064

  154,722

  161,146

  136,718

  615,650

  Total cost of revenue

  $

  4,361,702

  $

  4,545,780

  $

  4,059,290

  $

  5,779,498

  $

  18,746,270

  F2003

  Revenue

  Workshop Product Revenue

  $

  8,041,449

  $

  8,637,848

  $

  12,433,401

  $

  11,677,895

  $

  40,790,593

  Other Revenue

  1,172,160

  553,702

  1,894,638

  2,059,585

  5,680,085

  Total Revenue

  $

  9,213,609

  $

  9,191,550

  $

  14,328,039

  $

  13,737,480

  $

  46,470,678

  Cost of revenue

  Workshop product cost

  $

  2,298,541

  $

  2,144,044

  $

  2,915,578

  $

  2,921,489

  $

  10,279,652

  Other cost of revenue

  159,891

  158,914

  146,651

  157,262

  622,718

  Total cost of revenue

  $

  2,458,432

  $

  2,302,958

  $

  3,062,229

  $

  3,078,751

  $

  10,902,370

  F2002

  Revenue

  Workshop Product Revenue

  $

  8,189,654

  $

  4,752,040

  $

  5,071,360

  $

  8,292,307

  $

  26,305,361

  Other Revenue

  2,505,647

  1,912,921

  1,253,919

  1,210,415

  6,882,902

  Total Revenue

  $

  10,695,301

  $

  6,664,961

  $

  6,325,279

  $

  9,502,722

  $

  33,188,263

  Cost of revenue

  Workshop product cost

  $

  1,322,236

  $

  1,074,142

  $

  1,291,965

  $

  1,880,720

  $

  5,569,063

  Other cost of revenue

  267,332

  222,425

  200,349

  266,631

  956,737

  Total cost of revenue

  $

  1,589,568

  $

  1,296,567

  $

  1,492,314

  $

  2,147,351

  $

  6,525,800

Note 2. Summary of Significant Accounting Policies

(d) Accounts Receivables and Allowances,
page 46

2.                                      We
are aware of certain statements made by your CEO in the First Albany Sales
Force Call held on February 25, 2005 regarding the policies and procedures
used to determine your allowances for doubtful accounts.  These statements appear to indicate that
reserves are consistently recorded at rates in excess of your actual bad debt
experience on both your “A” and “B” installment contracts.  This practice was characterized by your CEO
as “conservative” and he indicated that you “over reserve” and will be able to “add
income as we collect more than we’ve reserved for.”  Specific percentages were

provided for the B contracts for which 50% is initially
reserved and 56% ultimately collected.

Supplementally, explain to us the meaning of
these statements and provide us with any analyses that were prepared to support
the statements.  Provide us with your
quarterly bad debt analyses used to support reserve levels both internally and
to your auditors during each of your last three fiscal years and subsequent
interim periods through the date of your response.  This information should be provided
separately for each of the different categories of the contracts.  Provide us with the information that details
the percentage of total revenues reserved for each category of contracts by
quarter and your actual collection rates.
In addition, present reserves for each category as a percentage of the related
gross receivables.  Finally, indicate
what amounts have been recognized as income due to “over reserving” and whether
your auditors considered such amounts, if any, to be audit differences.

The
comments made by iMergent CEO, Donald Danks, during the First Albany call on February 25,
2005 reflected his good faith memory regarding the policies and procedures used
by the Company with respect to allowances for doubtful accounts.  While Mr. Danks had no separate
contemporaneous analyses with him at the time of the call to support these
statements, the substance of the statements is supported by the CEO’s
recollection of an analysis used for the preparation of the June 30, 2003
consolidated financial statements which is supplementally provided by fax as
Attachment 1.  Please note that the
analysis contained in Attachment 1 demonstrated a 53% loss rate for the “B”
contracts and a 26% loss rate for “A” contracts.

Mr. Danks’
comments should not be interpreted to mean that the Company had a blanket
policy where “reserves are consistently recorded at rates in excess of [our]
actual bad debt experience on both [our] ‘A’ and ‘B’ installment contracts.”  The Company adjusts its reserve for doubtful
accounts, net of recoveries, consistent with the actual collection experience
as indicated in the attachments to this response.

As
requested, the quarterly bad debt analyses used to support reserve levels both
internally and to our auditors and the reserves for each category as a
percentage of the related gross receivables during each of our last three
fiscal years and subsequent interim periods through the date of this response
is provided by fax as Attachment 2.  Also
contained in Attachment 2 are the reserves for each category as a percentage of
the related gross receivables.

Also as
requested, information that details the percentage of total revenue reserved
for each category of contracts by quarters and our actual collection rates is
provided by fax as Attachment 3.
Attachment 3 reflects that the cumulative total bad debt expense
recorded during the 15 quarters ended March 31, 2005 amounted to
$56,441,223 (approximately 47.8% of financed revenues) while cumulative total
actual net write offs recorded during the 15 quarters ended March 31, 2005
amounted to $49,473,866 (approximately 41.7% of financed revenue).  The net write offs will lag behind the bad
debt expense due to the fact that revenues have increased significantly over
the past several years and write-offs will occur over the contract term which
is 24 months.

It is the
Company’s view that allowances for doubtful accounts are estimates and,
therefore, adjustments or subsequent recoveries of reserved receivables are
considered a change in estimate in accordance with APB Opinion No. 20.  Our auditors have not considered such adjustments
to be audit differences.  Based upon the
Company’s accounting policies and procedures, the Company does not recognize
income from the reversal of reserves for doubtful accounts.  Rather, the Company calculates the
appropriate estimates for reserves for doubtful accounts at each balance sheet
date based upon the best information available at that date.

As indicated in our March 31, 2005 Form 10-Q, we have
been investigating the possibility of alternative financing methods for our
customers, including financing arrangements through third-parties.  The purpose for doing this is to 1) take advantage of timely tax deductions,

2) improve the cash position of the Company,
and 3) improve the transparency of our financial reporting.  We have recently executed a letter of intent
with a third-party to sell, without recourse, our existing domestic accounts
receivable at a price of 100% of our net book value at July 31, 2005 less a
seven percent discount for transaction costs and servicing fees.  The letter of intent also outlines the
funding of future financed sales of our software by the third-party.  We also anticipate that a similar agreement
will be executed with regards to our international accounts receivable.  Based upon the fact that the proposed sale
price of the accounts receivable is the net book value of the accounts
receivable, we believe that the Company’s estimates for reserves for doubtful
accounts has been reasonable.
Additionally, as a result of these proposed agreements, it is
anticipated that all customers that wish to purchase through financing will be
financed by third-parties.  Consequently,
the Company will recognize revenue net of the discounts taken by the
third-party financing companies and bad debt expense from all prior periods
will be reclassified against revenue for comparative purposes.

3.                                      Regarding
the factors considered in determining the amounts of the allowance for trade
receivables, address the following:

•                  At what specific stage in the
payment process are past due receivables considered delinquent?  Address both A and B contracts.

•                  Are additional allowances that are recorded subsequent
to contract inception specific to individual contracts or of a general nature?

•                  How was the 15% reserve allowance determined as it
relates to A contracts?

•                  How was the 50% reserve allowance determined as it
relates to B contracts?

•                  How do you evaluate the customer’s ongoing ability to
re-pay their obligation?

•                  What specific general economic and industry factors
are considered?

The following is our response to the comment above:

•                  All receivables
(both A and B contracts) are considered delinquent one day after the scheduled
payment due date.  All receivables are
written-off against the allowance no later than approximately 120 days past
due.

•                  Additional
allowances that are recorded subsequent to contract inception are based upon
pools of customer contracts with similar FICO score ranges (A versus B
contract), delinquency, bankruptcy notification (if any), and number of
payments made to date.

•                  The allowances
for doubtful accounts for A and B contracts were based upon historical analysis
and experience as described in Attachment 1.
Please note that the analysis contained in Attachment 1 demonstrated a
53% loss rate for the “B” contracts and a 26% loss rate for “A” contracts.  Since that analysis was performed, the
Company monitored various monthly collection statistics, such as, percentage of
customers paying, cash collected as a percentage of cash due, first payment
defaults, and AR aging delinquency, for any deterioration in collection
performance.  No deterioration in such
statistics domestically was noted subsequent to the preparation of the analysis
in Attachment 1 (during the five quarters ended March 31, 2005).

•                  We evaluate the
customer’s ongoing ability to re-pay his/her obligation based upon the pooled
criteria or payment history mentioned in the second bullet point above.

•                  We regularly
evaluate general economic conditions and internet e-commerce trends during our
consideration of allowances for doubtful accounts.

As indicated in our March 31, 2005 Form 10-Q, we have
been investigating the possibility of alternative financing alternatives for
our customers, including financing arrangements with third-parties.  The purpose for doing this is to 1) take advantage
of timely tax deductions, 2) improve the cash position of the Company, and 3)
improve the transparency of our financial reporting.  We have recently executed a letter of intent
with a third-party to sell, without recourse, our existing domestic accounts
receivable at a price of 100% of our net book value at July 31, 2005 less a
seven percent discount for transaction costs and servicing fees.  The letter of intent also

outlines the
funding of future financed sales of our software by the third-party.  We also anticipate that a similar agreement
will be executed with regards to our international accounts receivable.  Based upon the fact that the sale price of
the accounts receivable is the net book value of the accounts receivable, we
believe that the Company’s estimates for reserves for doubtful accounts has
been reasonable.

4.                                      Provide
us with an expanded rollforward of activity within the bad debt allowance that
separately identifies amounts attributable to A and B installment
contracts.  The rollforward should
include the beginning balance, reserves added as a result of initially entering
into both A and B installment contracts, reserves added as a result of
delinquencies, reductions due to charge-offs or recoveries and any other
additions or reductions.  This expanded
information should be supplementally provided quarterly for each fiscal year
and interim period under review.

The information requested is supplementally
provided by fax as Attachment 4.  We have
attempted to conform our data using allocations and
some estimates to comply with the format requested.

(o) Revenue Recognition, page 50

5.                                      Supplementally,
explain how you apply EITF 00-3 to your software arrangements.  In this regard, we note that management
addressed the nature of your offerings in your analyst call held on March 18,
2005.  During this call, management
appeared to make it clear that your software offering is a service and that you
sell license rights to use the software, residing on your servers, over the
internet.  Reconcile this view with your
revenue recognition disclosures.

We believe our software offering is within the scope of SOP 97-2
based upon the following analysis of EITF 00-3.

EITF 00-3 paragraph 5 states that “a software element covered by
SOP 97-2 is only present in a hosting arrangement if the customer has the
contractual right to take possession of the software at any time during the
hosting period without significant penalty and it is feasible for the customer
to either run the software on its own hardware or contract with another party
unrelated to the vendor to host the software.”

EITF 00-3 paragraph 6 states that “the Task Force also reached a
consensus that for those hosting arrangements in which the cu