SCHEDULE 14A INFORMATION
                                 (Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
                                (Amendment No. )

Filed by Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X]   Preliminary Proxy Statement    [ ] Confidential, for Use of the Commission
[ ]   Definitive Proxy Statement         Only (as Permitted by Rule 14a-6(e)(2))
[ ]   Definitive Additional Materials
[ ]   Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12

                                Netgateway, Inc.
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                (Name of Registrant as Specified in Its Charter)


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                   (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box).
[x]     No fee required.

[ ]     Fee computed on table below per Exchange Act Rules 14a-6(i)(4)and 0-11.
        (1) Title of each class of securities to which transaction applies:

        ------------------------------------------------------------------------
        (2) Aggregate number of securities to which transaction applies:

       -------------------------------------------------------------------------
        (3) Per unit price or other  underlying  value of  transaction  computed
        pursuant  to  Exchange  Act Rule  0-11:  Set for the amount on which the
        filing fee is calculated and state how it was determined,

       -------------------------------------------------------------------------
        (4) Proposed maximum aggregate value of transaction:

       -------------------------------------------------------------------------
        (5) Total fee paid: ____________________________________________________

[ ]     Fee paid previously with preliminary materials..

[ ]     Check box if any part of the fee is offset as provided by Exchange Act
        Rule 0-11(a) (2) and identify the filing for which the offsetting fee
        was paid previously. Identify the previous filing by registration
        statement number, or the Form or Schedule and the date of filing.
        1) Amount Previously paid:

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        2) Form, Schedule or Registration Statement No.:

       -------------------------------------------------------------------------
        3) Filing Party:

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        4) Date Filed:

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Notes:





                                     [LOGO]



May ___, 2002

To Our Stockholders:

A  Special  Meeting  of  Stockholders  of  Netgateway,  Inc.  will  be  held  on
____________,  June ____,  2002 at 10:00 a.m.,  Mountain  time, at  Netgateway's
offices located at 754 E. Technology Avenue, Orem Utah, to approve amendments to
our Certificate of  Incorporation  effecting a one-for-ten  reverse split of our
common stock, a reduction in the number of authorized shares of our common stock
from  250,000,000  shares  to  100,000,000  shares  and a change  of our name to
"Imergent, Inc."

In order to assure proper  representation of your shares at the special meeting,
if you are unable to attend in  person,  please  take a moment at your  earliest
convenience  to vote on these  amendments by completing and mailing the enclosed
proxy card.

Thank you for your ongoing support and continued interest in Netgateway, Inc.


Sincerely yours,



Donald L. Danks
Chairman







                                Netgateway, Inc.
                           754 East Technology Avenue
                                Orem, Utah 84097


                    NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

                   To be held on ____________, June ___, 2002





         A special meeting of the stockholders of Netgateway,  Inc. will be held
at  Netgateway's  offices  located  at 754 E.  Technology  Ave.,  Orem,  Utah on
____________, June___, 2002 at 10:00 a.m. local Time.

         The purpose of the meeting is to consider,  discuss,  vote and act upon
the following proposals:

          o    To  approve  an  amendment   to   Netgateway's   Certificate   of
               Incorporation  effecting a  one-for-ten  (1:10)  reverse split of
               Netgateway's  common  stock and to reduce the number of shares of
               authorized  common stock from  250,000,000  shares to 100,000,000
               shares;

          o    To  approve  an  amendment   to   Netgateway's   Certificate   of
               Incorporation  to change  its  corporate  name from  "Netgateway,
               Inc." to "Imergent,  Inc;" and

          o    To transact  such other  business as may properly come before the
               meeting, or any postponement or adjournment thereof.

         The items of business are more fully  described in the proxy  statement
accompanying  this notice.  Only stockholders of record at the close of business
on May ___, 2002 may vote at the meeting or any  adjournment or  postponement of
the meeting.

         Your vote is important.  Please  complete,  sign,  date and return your
proxy card in the enclosed envelope promptly.

By order of the Board of Directors,

By:
     -----------------------------------------
     Frank C. Heyman
     Secretary

Orem, Utah
May ___, 2002





THIS  PROXY  STATEMENT  AND  THE  ACCOMPANYING  MATERIALS  ARE  SOLELY  FOR  THE
INFORMATION OF OUR PRESENT STOCKHOLDERS.  NO ONE SHOULD BUY OR SELL ANY SECURITY
IN RELIANCE ON ANY STATEMENT  HEREIN.  THIS PROXY STATEMENT AND THE ACCOMPANYING
MATERIALS  ARE NEITHER AN OFFER TO BUY OR SELL NOR A  SOLICITATION  OF OFFERS TO
BUY OR SELL ANY SECURITY.

                                Netgateway, Inc.

                                 PROXY STATEMENT

                         SPECIAL MEETING OF STOCKHOLDERS
                            To be held June ___, 2002

             SOLICITATION OF PROXY ON BEHALF OF BOARD OF DIRECTORS


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                               GENERAL INFORMATION
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         We  are  furnishing   you  this   statement  in  connection   with  the
solicitation  by our  Board of  Directors  of  proxies  to be voted at a special
meeting of  stockholders  that our Board of  Directors  has called for June ___,
2002 at our corporate  offices at 754 E.  Technology  Ave.,  Orem, Utah at 10:00
a.m. local time, and at any and all postponements or adjournments  thereof. This
proxy  statement  and the  enclosed  form of proxy card are first  being sent to
stockholders on or about May ___, 2002.

         The purpose of the meeting is to consider,  discuss and vote and act on
a number of proposals, as follows:

          o    To approve  an  amendment  to our  Certificate  of  Incorporation
               effecting a one-for-ten  (1:10) reverse split in the  outstanding
               shares of our common  stock and to reduce the number of shares of
               authorized  common stock from  250,000,000  shares to 100,000,000
               shares;

          o    To approve an amendment to our  Certificate of  Incorporation  to
               change our corporate name from  "Netgateway,  Inc." to "Imergent,
               Inc."; and

          o    To transact  such other  business as may properly come before the
               meeting, or any postponement or adjournment thereof.


         Our Board of Directors of believes  that the approval of the  proposals
listed  on the proxy  are in the best  interests  of  Netgateway,  Inc.  and its
stockholders  and recommends to the  stockholders  that they approve each of the
proposals contained in the proxy.


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                                     VOTING
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                       VOTING AND REVOCABILITY OF PROXIES

         You may vote by  completing  and  returning  the  enclosed  proxy or by
voting in person at the special  meeting.  Our Board of Directors is  soliciting
the accompanying  proxy for use at the meeting.  The proxy may be revoked at any
time prior to its use by: (1)  delivering  to our  secretary a signed  notice of
revocation or a later dated proxy,  (2) attending the special meeting and voting
in  person  or (3)  giving  notice of  revocation  of the  proxy at the  special
meeting.  Attendance at the meeting will not in itself constitute the revocation
of a proxy.  Prior to the meeting,  any written  notice of revocation  should be
sent to  Netgateway,  Inc.,  754 East  Technology  Avenue,  Orem,  Utah,  84097,
Attention:  Corporate  Secretary.  Any notice of revocation that is delivered at
the meeting  should be hand  delivered to our secretary at or before the vote is
taken. A stockholder  may be requested to present  identification  documents for
the purpose of establishing such stockholder's identity.

         Our shares of common stock,  par value $.001,  represented  by properly
executed proxies, will be voted in accordance with the instructions indicated on
such proxies.  If no specific  instructions  are given, the shares will be voted
FOR approval of the proposals listed in the proxy. In addition, if other matters
properly come before the special meeting,  the persons named in the accompanying
form of proxy will vote in  accordance  with their best judgment with respect to
such matters.

         One or more  inspectors of election,  duly  appointed for that purpose,
will count and  tabulate  the votes cast and report the  results of the votes at
the meeting to our  management.  Your vote at the meeting  will not be disclosed
except as needed to permit the inspector to tabulate and certify the votes or as
is required by law.

         Please fill in, sign and date the enclosed Proxy and return it promptly
in the  enclosed  envelope.  No postage  will be required  for you to return the
Proxy in the enclosed envelope if you mail it in the United States.  You will be
able to  revoke  your  Proxy and vote in  person  if you  decide  to attend  the
meeting.  The last  valid vote you submit  chronologically  (by any means)  will
supersede your prior vote(s).

                RECORD DATE, VOTING RIGHTS AND OUTSTANDING SHARES

         Our Board of Directors has fixed the close of business on May ___, 2002
as the record date for the  determination  of  stockholders  entitled to receive
notice of and to vote at the meeting and any  adjournment or postponement of the
meeting.  Only  holders  of record of our common  stock on the  record  date are
entitled to vote at the meeting.  If your shares are owned of record in the name
of a broker or other nominee, you should follow the voting instructions provided
by your nominee.  Each holder of record of common stock at the close of business
on the record  date is entitled to one vote per share on each matter to be voted
upon  by the  stockholders  at the  meeting.  As of May  17,  2002,  there  were
107,772,045 shares of our common stock issued, outstanding and entitled to vote.

                           QUORUM, VOTING REQUIREMENTS
                     AND EFFECT OF ABSTENTIONS AND NON-VOTES

         At the meeting,  the inspector of election will  determine the presence
of a quorum and tabulate the results of the voting by stockholders.  The holders
of a majority of the total number of issued and outstanding shares of stock that
are entitled to vote at the meeting,  at least _____ shares,  must be present in
person  or by  proxy  in order to have  the  quorum  that is  necessary  for the
transaction  of  business  at the  special  meeting.  The  inspector  will treat
properly  executed  proxies  marked  "ABSTAIN,"  or  required  to be  treated as
"non-votes," as present for purposes of determining whether there is a quorum at
the special meeting.  A "non-vote"  occurs,  with respect to a proposal,  when a
broker  or  nominee  holding  shares  for  a  beneficial  owner  does  not  have
discretionary  voting power and has not received  voting  instructions  from the
beneficial owner concerning that proposal.

         The affirmative  vote of the holders of a majority of the common shares
issued and  outstanding  on the record date is required to approve the proposals
listed on the proxy.  An abstention  is counted as a vote against a proposal.  A
broker  "non-vote"  is  not  counted  for  purposes  of  approving  a  proposal.
Accordingly,  abstentions  and broker  non-votes  will have the same effect as a
vote  against the  proposed  amendments  to our  Certificate  of  Incorporation.
Stockholders  have no  dissenters'  or appraisal  rights in connection  with the
proposals to be presented at the meeting.



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                                  THE PROPOSALS
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         Our Board of Directors is proposing  the  following  two  proposals for
discussion, and vote on, at our meeting:

                                   -----------

                                   PROPOSAL I
                  Amendment to Our Certificate of Incorporation
                      To Effect a One-for-Ten Reverse Split
                of the Outstanding Shares of our Common Stock and
          To Reduce the number of our Authorized Shares of Common Stock
                                   -----------

         Our Board of Directors has unanimously adopted a resolution  approving,
and recommending to our stockholders for their approval, a proposal to amend our
Certificate of Incorporation to effect a one-for-ten  reverse stock split of our
outstanding  shares  of  common  stock  and to  reduce  the  number of shares of
authorized common stock from 250,000,000 shares to 100,000,000 shares.

         If  the  reverse  stock  split  is  approved  by our  stockholders  and
implemented,  each ten (10) shares of our common  stock  outstanding  (including
treasury  stock)  on the  effective  date of the  reverse  stock  split  will be
automatically  changed into and become one (1) share of our new common stock. We
will not issue fractional shares in connection with the reverse stock split. Any
stockholder who otherwise would be entitled to receive fractional shares because
the number of shares of common  stock they hold is not evenly  divisible  by ten
will  be  entitled,  upon  surrender  to  our  transfer  agent  of  certificates
representing  such shares,  to cash payments  (without  interest) in lieu of the
fractional  shares to which the  stockholder  would  otherwise be entitled.  The
amount of cash to be paid in lieu of issuing  fractional  shares of common stock
will be based on the  average of the high and low  trading  prices of our common
stock during  regular  trading  hours  during the five trading days  immediately
preceding  the  effective  date  of the  reverse  stock  split.  The  Board  has
determined  that such average will represent the fair market value of our common
stock as of the date the reverse split becomes  effective.  Except for the right
to receive the cash payment in lieu of fractional shares,  stockholders will not
have any voting,  dividend or other rights with respect to the fractional shares
they would otherwise be entitled to receive.

         The reverse stock split will not change the current per share par value
of our common  stock or, by  itself,  change the  current  number of  authorized
shares of common stock.  The  effective  date of the reverse stock split and the
reduction of the authorized number of shares of common stock will be selected by
the Board of Directors and is currently  expected to be at the close of business
on our about _____________, 2002.

Reasons for the Reverse Stock Split and Reduction in Number of Authorized Shares
of Common Stock

         At a meeting  held in May 2002,  our Board of  Directors  reviewed  our
current  business and financial  performance and the recent trading range of our
common stock.  The Board  determined that a reverse stock split was desirable in
order to (i) encourage greater investor interest in our common stock and (ii) to
reduce trading fees and commissions incurred by stockholders,  since these costs
are based to a significant extent on the number of shares traded.

         Our Board of Directors  believes  that the current  market price of our
common  stock  may  impair  its  acceptability  to  many  investors,   including
institutional  investors,  professional  investors  and  other  members  of  the
investing  public  and that the  reverse  stock  split  will  encourage  greater
interest in our common stock by the investment community. Many institutional and
other  investors look upon stock trading at low prices as unduly  speculative in
nature and, as a matter of policy,  avoid  investing  in such  stocks.  Further,
various  brokerage  house policies and practices  tend to discourage  individual
brokers from dealing in low-priced stocks. If effected,  the reverse stock split
would reduce the number of outstanding shares of our common stock, and our Board
believes that the reverse  split would  increase the trading price of the stock,
increase the attractiveness of our common stock to the investment  community and
possibly promote greater liquidity for our existing stockholders.

         Because broker  commissions on low-priced stocks generally  represent a
higher  percentage of the stock price than  commissions on higher priced stocks,
the current share price of our common stock, in the absence of the reverse stock
split,  may continue to result in  individual  stockholders  paying  transaction
costs (commissions, markups or markdowns) which are a higher percentage of their
total share  value than would be the case if the share  price was  substantially
higher.  This factor may further limit the  willingness of investors to purchase
our common stock at its current market price.

         Our  Board of  Directors  also  took  into  consideration  a number  of
negative factors associated with reverse stock splits,  including:  the negative
perception  of reverse stock splits held by many  investors,  analysts and other
stock market participants;  the fact that the stock price of some companies that
have recently  effected reverse stock splits has  subsequently  declined back to
pre-reverse  split levels;  the fact that having a greater number of outstanding
shares aids employee  retention and  recruitment  by allowing a company to offer
option grants for a larger absolute number of shares;  and the costs  associated
with implementing the reverse stock split. The Board,  however,  determined that
these negative factors were outweighed by the intended benefits described above.

         There can be no assurance  that the reverse  stock split will result in
the benefits described above.  Specifically,  there can be no assurance that the
market price of our common stock  immediately  after the  effective  date of the
proposed  reverse stock split would be maintained for any period of time or that
such  market  price  would  approximate  ten (10) times the market  price of our
common stock before the reverse stock split. There can also be no assurance that
the reverse  stock split will not further  adversely  impact the market price of
our common stock.  In addition,  it is possible that the liquidity of our common
stock will be  adversely  affected by the reduced  number of shares  outstanding
after the reverse stock split.

         Our  Board  of  Directors  also  determined  that  a  reduction  in the
authorized number of shares of our common stock would be desirable in connection
with the reverse  stock split.  The existing  authorized  number of shares would
exceed our presently  anticipated  needs  following the reverse  split,  and the
Board of Directors also took into consideration that the contemplated  reduction
would reduce the amount payable by us for Delaware state franchise taxes.

Implementation  and Effects of the  Reverse  Stock  Split and  Reduction  in the
Number of Authorized Shares of Common Stock

         If the stockholders  approve the reverse stock split at the meeting and
the reverse stock split is  implemented,  paragraph "A" of Article FOURTH of our
Certificate  of  Incorporation  will be  amended  by  filing  a  Certificate  of
Amendment  which adds the  following  new first  paragraph  to  Article  FOURTH,
Paragraph A:

         "FOURTH.  A. (1) That,  effective as of 5:00 p.m., eastern time, on the
         filing date of this  Certificate  of Amendment of this  Certificate  of
         Incorporation (the "Effective Time"), a one-for-ten reverse stock split
         of the Corporation's  common stock shall become effective,  pursuant to
         which each ten shares of common stock outstanding and held of record by
         each  stockholder  of  the  Corporation   (including  treasury  shares)
         immediately  prior to the  Effective  Time  shall be  reclassified  and
         combined into one share of common stock  automatically  and without any
         action  by the  holder  thereof  upon  the  Effective  Time  and  shall
         represent one share of common stock from and after the Effective  Time.
         No  fractional  shares of common  stock  shall be issued as a result of
         such reclassification and combination. In lieu of any fractional shares
         to which the stockholder  would otherwise be entitled,  the Corporation
         shall  pay cash  equal to such  fraction  multiplied  by the then  fair
         market  value  of the  common  stock  as  determined  by the  Board  of
         Directors of the Corporation."

         The  existing  paragraph A of Article  FOURTH  would  become the second
         sub-paragraph  of Article FOURTH,  Paragraph A, and would be changed to
         read as follows:

         "(2) The aggregate  number of shares which the  Corporation  shall have
         authority to issue is 105,000,000,  par value $.001 per share, of which
         100,000,000  shall be designated  Common  Shares and  5,000,000  shares
         shall be designated Preferred Shares."

         As a result of the reverse  stock split,  each ten shares of our common
stock  (including  treasury  stock)  outstanding  on the  effective  date of the
reverse stock split (the "old common stock") will be automatically  changed into
and become one share of our common stock (the "new common stock").

         We will not issue  fractional  shares in  connection  with the  reverse
stock  split.  Any  stockholder  who  otherwise  would be  entitled  to  receive
fractional  shares because the number of shares of common stock they hold is not
evenly  divisible by ten will be entitled,  upon surrender to our transfer agent
of certificates representing such shares, to cash payments (without interest) in
lieu of the  fractional  shares  to which the  stockholder  would  otherwise  be
entitled.  The amount of cash to be paid in lieu of issuing fractional shares of
common stock will be based on the average of the high and low trading  prices of
our common  stock  during  regular  trading  hours  during the five trading days
immediately  preceding the effective date of the reverse stock split.  The Board
has  determined  that such average will  represent  the fair market value of our
common stock as of the date the reverse split becomes effective.  Except for the
right to receive the cash  payment in lieu of  fractional  shares,  stockholders
will  not  have  any  voting,  dividend  or other  rights  with  respect  to the
fractional shares they would otherwise be entitled to receive.

         The old  common  stock is  currently  registered  under the  Securities
Exchange  Act of 1934,  and we are subject to the periodic  reporting  and other
requirements  of the Exchange  Act. The reverse  stock split will not affect the
registration  of our common stock under the Exchange Act or the quotation of our
common stock on the NASD Over-the-Counter  Bulletin Board system.  Following the
reverse stock split,  our common stock will continue to be registered  under the
Exchange  Act and  will  continue  to be  quoted  on the  NASD  Over-the-Counter
Bulletin  Board system,  but a new trading symbol will be assigned to our common
stock if our name is changed to  "Imergent,  Inc." See  Proposal  II - Change of
Corporate Name.

         The number of authorized shares of our common stock, which currently is
250,000,000,  will be reduced to  100,000,000  in connection  with, but not as a
result of, the reverse stock split.  The reduction in authorized  capital is not
proportionate to the reduction in outstanding common shares.  Consequently,  the
number  of  authorized  but  unissued  shares  of  common  stock  will  increase
proportionately  as a  result  of the  reverse  stock  split  and  reduction  in
authorized capital. The issuance of such authorized but unissued shares may have
the effect of diluting the earnings per share and book value per share,  as well
as the stock ownership and voting rights, of outstanding common stock.  Although
not a factor in the  decision of the Board of  Directors  to propose the reverse
stock split and  reduction in the number of  authorized  shares of common stock,
the increased  number of authorized and unissued shares of common stock could be
used by the Board of Directors as an anti-takeover defense

         The par value of our  common  stock  will  remain  at $0.001  per share
following the reverse stock split. Consequently,  the aggregate par value of the
issued and outstanding common stock will be reduced.

         The rights and privileges of the holders of shares of common stock will
be  unaffected  by the reverse  stock  split.  The reverse  stock split will not
affect  proportionate  voting  rights and other  rights of holders of our common
stock,  other than as a result of the  elimination  of  fractional  shares.  For
example,  a holder of 2.0% of the voting power of the outstanding  shares of old
common stock  immediately prior to the effective date of the reverse stock split
will continue to hold  approximately 2.0% of the voting power of the outstanding
shares of new commons stock after the reverse stock split.

         If approved,  the reverse  stock split may result in some  stockholders
owning  "odd lots" of less than 100 shares of new common  stock.  Odd lot shares
may be more  difficult to sell,  and  brokerage  commissions  and other costs of
transactions  in odd lots  are  generally  somewhat  higher  than  the  costs of
transactions in "round lots" of even multiples of 100 shares.

         As of May 17, 2002, we had approximately  107,772,045  shares of common
stock  issued and  outstanding.  If the  reverse  stock  split is  approved  and
implemented,  we would  have  approximately  10,777,204  shares of common  stock
issued and outstanding.  We expect that the actual number of shares  outstanding
after the reverse split will be less than the number  determined by dividing the
number of  outstanding  shares prior to the reverse split by ten due to the cash
out of fractional shares.

         If the reverse  stock split is approved  and  implemented,  adjustments
will be made under our  outstanding  stock  options,  warrants  and stock option
plans in accordance with the terms thereof.

         Notwithstanding  the receipt of  stockholder  approval  for the reverse
stock split, the Board of Directors retains the authority,  at any time prior to
the filing of the  Certificate  of Amendment  with the Secretary of State of the
State of Delaware,  to abandon the  proposed  Certificate  of Amendment  and not
effect the reverse stock split.

         If stockholders approve the reverse stock split at the meeting,  unless
the Board  elects to abandon the reverse  stock split,  the reverse  stock split
will become effective on the date the Certificate of Amendment is filed with the
Secretary of State of the State of Delaware.  The Board  currently  expects that
the  reverse  stock  split  will be  effective  at 5:00  p.m.  on  ____________,
_____________,  2002 and that  ____________,  _______________,  2002 will be the
first day of  trading  for the new  common  stock.  Unless  the Board  elects to
abandon the reverse  stock  split,  the reverse  stock split will be effected no
later than _____________, 2002.

         Under Delaware law, stockholders are not entitled to dissenter's rights
with respect to the reverse stock split.

Exchange of Stock  Certificates  Following  Implementation  of the Reverse Stock
Split

         If the reverse  stock split is approved and  implemented,  stockholders
will be required to exchange their stock  certificates  representing  old common
stock for new certificates representing new common stock. Stockholders of record
on the effective date of the reverse stock split will be furnished the necessary
materials and instructions for the surrender and exchange of share  certificates
at the  appropriate  time  by  Colonial  Stock  Transfer,  our  transfer  agent.
Stockholders will not have to pay a transfer fee or other fee in connection with
the exchange of certificates.  As soon as practicable  after the effective date,
the  transfer  agent  will  send a letter  of  transmittal  to each  stockholder
advising of the procedure for surrendering  certificates  representing shares of
old common stock in exchange for new certificates  representing ownership of new
common stock, and, as applicable, obtaining payment for fractional shares.

         YOU SHOULD NOT SEND YOUR STOCK  CERTIFICATES  NOW. YOU SHOULD SEND THEM
ONLY AFTER YOU RECEIVE THE LETTER OF TRANSMITTAL FROM THE TRANSFER AGENT.

         As soon as practicable after the surrender to the transfer agent of any
certificate  which represents  shares of old common stock,  together with a duly
executed  letter of transmittal  and any other  documents the transfer agent may
require you to provide,  the transfer agent shall deliver to the person in whose
name the  certificate  for old common  stock had been issued,  (i)  certificates
registered in the name of such person  representing  the  appropriate  number of
shares of new common stock and (ii) a check for any amount to be paid in lieu of
a fractional  share.  Each certificate  representing  shares of new common stock
will continue to bear any legends  restricting  the transfer of such shares that
were borne by the surrendered certificates representing the shares of old common
stock held prior to the reverse stock split.

         Any  certificate  held by you prior to the  reverse  stock  split which
represented  shares  of old  common  stock  shall be  deemed  at and  after  the
effective date of the reverse stock split to represent the number of full shares
of new common.  Until you have surrendered your stock certificates for exchange,
you will not be entitled to receive any  dividends or other  distributions  that
may be declared and payable by us to holders of record of common stock.

         If your  certificate  for old common stock has been lost,  destroyed or
stolen, you will be entitled to receive a certificate representing the shares of
new common  stock into which your shares of old common stock are to be converted
upon  compliance  with  our or  the  transfer  agent's  procedures  for  issuing
replacement   certificates  when  original  certificates  are  lost,  stolen  or
destroyed.

Federal Income Tax Consequences

         The  following   description   of  the  material   federal  income  tax
consequences of the reverse stock split is based upon the Internal Revenue Code,
the applicable Treasury Regulations promulgated  thereunder,  judicial authority
and current administrative rulings and practices all as in effect on the date of
this proxy  statement.  Changes to these laws could  alter the tax  consequences
described below,  possibly with retroactive  effect. We have not sought and will
not seek an opinion of counsel or a ruling  from the  Internal  Revenue  Service
regarding the federal income tax  consequences of the reverse stock split.  This
discussion  is for general  information  only and does not discuss  consequences
that may apply to  special  classes  of  taxpayers  (for  example,  non-resident
aliens,  broker-dealers  or  insurance  companies)  and does not discuss the tax
consequences  under  the laws of any  foreign,  state  or  local  jurisdictions.
Stockholders  are urged to  consult  their own tax  advisors  to  determine  the
particular consequences to them.

         In general, we believe that because the reverse stock split is not part
of a plan to increase periodically a stockholder's proportionate interest in our
assets or earnings and profits,  a  stockholder  who receives  solely new common
stock will not recognize gain or loss on the exchange. In the aggregate,  such a
stockholder's  basis in the new common stock will equal the stockholder's  basis
in the old common stock. A stockholder who receives cash in lieu of a fractional
share as a result of the reverse stock split will generally be treated as having
received the payment as a distribution in redemption of the fractional share, as
provided in Section 302(a) of the Internal Revenue Code, which distribution will
be taxed as either a dividend or exchange to each stockholder, depending on that
stockholder's particular facts and circumstances. We will not recognize any gain
or loss as a result of the reverse stock split.

     The affirmative vote of the holders of a majority of the common shares
  outstanding on the record date is required to approve the reverse stock split
       and reduction in the number of authorized shares of common stock.
     Our Board of Directors believes the adoption of the proposed amendment
          is in the best interests of our company and its stockholders
                 and recommends that you vote FOR this proposal.

                                   -----------

                                   PROPOSAL II
                            Change of Corporate Name
                                   -----------

         Our Board of Directors has unanimously adopted a resolution  approving,
and recommending to our stockholders for their approval, a proposal to amend our
Certificate  of  Incorporation  to change our corporate  name from  "Netgateway,
Inc." to "Imergent,  Inc." The primary  purpose of this amendment is to effect a
name  change  to better  reflect  the  scope  and type of our  current  business
activities.

         Our Board has  considered a change of our corporate name for some time,
due in part to  claims  by a holder  of a  registered  trademark  that our name,
"Netgateway,  Inc.",  infringed  one or more  of  their  registered  trademarks.
Resolution of the matter will require us to change our corporate name.

         Our Board has  chosen a name that it  believes  reflects  the scope and
direction of our current  business  activities.  The Board  selected  "Imergent,
Inc.," to reflect our commitment to assisting and providing web-based technology
solutions  to small  emerging  companies  and  entrepreneurs  who are seeking to
establish a viable e-commerce presence on the Internet.

         The change in our  corporate  name by itself will not affect the rights
of any  stockholder  or the validity or  transferability  of stock  certificates
currently  outstanding.  Stockholders  will  not be  required  to  surrender  or
exchange any of our stock  certificates  that they currently hold as a result of
the name change,  but will be required to exchange their stock certificates as a
result of the reverse stock split. See "Exchange of Stock Certificates Following
Implementation  of the Reverse Stock Split." If the name change is approved,  we
plan to change our trading symbol to "_____."

         In  accordance  with  the  Delaware  General  Corporation  Law  and our
Certificate of  Incorporation,  approval of the amendment to the  Certificate of
Incorporation  to change our corporate name requires the  affirmative  vote of a
majority  of the  outstanding  shares of common  stock  entitled to vote on this
proposal.  If  approved,  we will  amend our  Certificate  of  Incorporation  as
provided above,  which amendment will be effective upon filing with the Delaware
Secretary of State.

     The affirmative vote of the holders of a majority of the common shares
     outstanding on the record date is required to approve the name change.
     Our Board of Directors believes the adoption of the proposed amendment
          is in the best interests of our company and its stockholders
                 and recommends that you vote FOR this proposal.


--------------------------------------------------------------------------------
                               DISSENTERS' RIGHTS
--------------------------------------------------------------------------------

         The  proposals  described  in this Proxy  Statement  do not provide our
stockholders the opportunity or right to dissent from the actions to be taken if
any or all of the  proposals  are  approved,  or to receive  any agreed  upon or
judicially determined value for their shares of our capital stock.

--------------------------------------------------------------------------------
                           STOCK OWNERSHIP INFORMATION
--------------------------------------------------------------------------------


         The  following  table sets  forth,  as of May 17,  2002,  the number of
shares of common stock  beneficially  owned by each of the following persons and
groups and the  percentage  of the  outstanding  shares owned by each person and
group,  based on 107,772,045  shares issued and outstanding as of such date: (i)
each of our directors and named executive  officers,  which includes  certain of
our  former  officers;  and  (ii) all of our  current  directors  and  executive
officers as a group.  There are no persons known by us to be the owner of record
or beneficial owner of more than 5% of our outstanding common stock.

         With respect to certain of the individuals listed below, we have relied
upon  information set forth in statements filed with the Securities and Exchange
Commission.





--------------------------------------------------------------------------------------------------------------------
                                                             Additional Shares         Total       Percent of Class
                                               Shares       Acquirable Within 60     Beneficial     Beneficially
Name of Beneficial Owner                       Owned               Days (1)           Ownership(2)        Owned
--------------------------------------------------------------------------------------------------------------------
                                                                                            
Donald L. Danks....................          4,757,510               -               4,757,510           4.4
--------------------------------------------------------------------------------------------------------------------
John J. "Jay" Poelman....................    3,524,295            308,394            3,832,689           3.5
--------------------------------------------------------------------------------------------------------------------
Brandon Lewis............................    2,409,694            327,546            2,737,240           2.5
--------------------------------------------------------------------------------------------------------------------
David Rosenvall..........................    1,094,716            218,400            1,313,116           1.2
--------------------------------------------------------------------------------------------------------------------
David Wise...............................    1,262,718            132,054            1,394,772           1.3
--------------------------------------------------------------------------------------------------------------------
Keith D. Freadhoff (3) ..................      688,949                  -              688,949            *
--------------------------------------------------------------------------------------------------------------------
Roy W. Camblin III (3)  .................      500,000                  -              500,000            *
--------------------------------------------------------------------------------------------------------------------
Donald Corliss (3)  .....................      400,000                  -              400,000            *
-------------------------------------------------------------------------------------------------------------------
All  current   directors   and  executive   14,391,540          1,207,422           15,598,962          14.31
   officers as a group (4)...............
--------------------------------------------------------------------------------------------------------------------


----------

*        Less than 1 percent.

(1)      Reflects warrants or options that will be exercisable or vested, as the
         case may be, as of May 17, 2002 or within 60 days thereafter.

(2)      Beneficial  ownership is determined in accordance with the rules of the
         SEC. In computing the number of shares  beneficially  owned by a person
         and the  percentage  ownership of that  person,  shares of common stock
         subject to options held by that person that are  currently  exercisable
         or become  exercisable within 60 days following May 17, 2002 are deemed
         outstanding.  These shares, however, are not deemed outstanding for the
         purpose of computing  the  percentage  ownership  of any other  person.
         Unless otherwise  indicated in the footnotes to this table, the persons
         and  entities  named in the table have sole voting and sole  investment
         power with respect to the shares set forth opposite such  stockholder's
         name.

(3)      Messrs. Freadhoff, Camblin, and Corliss are all former officers.

(4)      Netgateway's  current  directors  and  executive  officers  consist of:
         Donald Danks, John J. Poelman,  Brandon Lewis,  Frank C. Heyman,  David
         Rosenvall and David Wise.


--------------------------------------------------------------------------------
                             ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

Expense of Solicitation of Proxies

         We will pay the cost of soliciting proxies for the Special Meeting.  In
addition to solicitation by mail, our directors, officers and employees, without
additional  pay, may solicit  proxies by  telephone,  telecopy or in person.  We
reserve the right to retain other outside agencies for the purpose of soliciting
proxies.  Arrangements  will be made with brokerage hoses and other  custodians,
nominees and fiduciaries to send proxies and proxy material to their principals,
and we will reimburse them for their out-of-pocket expenses in this regard.

Stockholder Proposals for Action at Our Next Annual Meeting

         We  anticipate  holding  our next  annual  meeting of  stockholders  in
November  2002.  Any   stockholder  who  wishes  to  present  any  proposal  for
stockholder  action at this meeting  must deliver such  proposal to us not later
than June 30,  2002,  in order for such  proposal  to be  included  in our proxy
statement and proxy card for that meeting.  Proposals should be addressed to the
Corporate  Secretary,  Netgateway,  Inc., 754 East Technology Avenue, Orem, Utah
84097.  If a  stockholder  proposal is  introduced  at the 2002  annual  meeting
without  any  discussion  of  the  proposal  in our  proxy  statement,  and  the
shareholder has not notified us on or before  September 15, 2002, as required by
SEC Rule  14(a)-4(c)(1),  of the intent to raise such  proposal at the  meeting,
then  proxies  received by us for the 2002 annual  meeting  will be voted by the
persons named in such proxies in their discretion with respect to such proposal.
Notice of such proposal is to be sent to the above address.

         Our bylaws  require  stockholders  to give advance notice of any matter
stockholders  wish to present  for action at an annual  meeting of  stockholders
(other than matters to be included in our proxy  statement,  which are discussed
in the  previous  paragraph).  The  required  notice  must  be  received  at our
principal executive offices not less than 30 days nor more than 60 days prior to
the annual  meeting,  unless less than 40 days' notice of the date of the annual
meeting is given to stockholders,  in which case the required stockholder notice
must be given no later than ten days  following  the date notice is given of the
annual meeting.  The chairman of the meeting has the discretion to determine and
declare any matter not complying with the foregoing notice  provisions to be not
properly brought before the meeting.

--------------------------------------------------------------------------------
                                  OTHER MATTERS
--------------------------------------------------------------------------------

         As of the  date of this  statement,  our  Board of  Directors  does not
intend to present and has not been  informed  that any other  person  intends to
present a matter for action at the meeting other than as set forth herein and in
the Notice of Meeting.  If any other matter  properly  comes before the meeting,
the holders of proxies will vote the shares  represented  by them in  accordance
with their best judgment.

         Our Board of  Directors  does not know of any other  matters  which may
come before the meeting.  Delaware law and our bylaws impose  limitations on the
ability to present  business items at a special  meeting if those items were not
included in the notice of special  meeting.  Accordingly,  except for procedural
matters  incidental  to the conduct of the special  meeting,  it is not expected
that any other  matters will come before the meeting.  If any other  matters are
properly  presented at the meeting,  it is the intention of the persons named in
the  accompanying  proxy to vote,  or otherwise  act, in  accordance  with their
judgment.



                                                      * * *

                                              By Order of the Board of Directors

                                              /s/
                                              Frank C. Heyman, Secretary

                                              Dated:  May __, 2002






                               FRONT OF PROXY CARD

                                NETGATEWAY, INC.
    Proxy for the Special Meeting of Stockholders to be held on June___, 2002
 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF NETGATEWAY, INC.

P        The  undersigned  stockholder of NETGATEWAY,  INC.  hereby appoints Jay
         Poelman and Frank Heyman,  and each of them, proxies with full power of
R        substitution  to act for and on behalf of the  undersigned  and to vote
         all stock  standing in the name of the  undersigned  as of the close of
O        business on May ____, 2002, which the undersigned  would be entitled to
         vote if  personally  present at the  Special  Meeting  of  Stockholders
X        ("Meeting")  to be  held on  _____________,  June___,  2002,  at 754 E.
         Technology Ave., Orem, Utah, commencing at 10:00 A.M. (local time), and
Y        at any and all adjournments thereof, upon all matters properly coming
         before the Meeting.

         COMMENTS:                             CHANGE OF ADDRESS:
         _____________________________________ _________________________________
         _____________________________________ _________________________________
         _____________________________________ _________________________________
            (If you have written in the above space, please mark the
              corresponding box on the reverse side of this card)
--------------------------------------------------------------------------------

You are encouraged to specify your choices by marking the appropriate boxes (see
reverse  side) but you need not mark any boxes if you wish to vote in accordance
with our Board of  Directors'  recommendations.  The proxies  named above cannot
vote your shares unless you sign and return this card.
                                                           ---------------------
                                                              SEE REVERSE SIDE
                                                           ---------------------





                               BACK OF PROXY CARD
                        Preliminary Copies---Confidential

  |X|      Please mark
           your votes as
           in this
           example.



--------------------------------------------------------------------------------   ------- --------------- -----------
                                                                                                    

1. APPROVE ONE-FOR-TEN REVERSE STOCK SPLIT AND REDUCTION IN NUMBER OF AUTHORIZED     FOR       WITHHELD      ABSTAIN
   SHARES OF COMMON STOCK FROM 250,000,000 TO 100,000,000 SHARES                     |_|         |_|           |_|
   Our Board recommends a vote "FOR" this proposal.
--------------------------------------------------------------------------------   ------- --------------- -----------
2.  APPROVE CHANGE OF CORPORATE NAME TO "IMERGENT, INC."                             FOR       WITHHELD      ABSTAIN
    Our Board recommends a vote "FOR" this proposal.                                 |_|         |_|           |_|
--------------------------------------------------------------------------------   ------- --------------- -----------


This proxy, when properly executed, will be voted in the manner directed herein.
If no designation (i.e. "For,"  "Withheld,"  "Against,"  "Abstain") is made, the
proxies named on the reverse side hereof intend to vote the shares to which this
proxy relates "For" items 1 and 2. The proxies will vote in their  discretion on
any other matters properly coming before the Meeting.  The signer hereby revokes
all  proxies  heretofore  given  by the  signer  to vote at the  Meeting  or any
adjournment thereof.

SIGNATURE
        (S)______________________________________________Date___________________
  Note: Please sign exactly as name appears hereon. Joint owners should each
        sign.  When signing as attorney, executor, administrator, or guardian,
        please give full title as such.