SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No....)
.....................................
.......................
(Name of Issuer)
..........MDC Partners Inc.
..............................................
(Title of Class of Securities)
..........Common
.....................................
(CUSIP Number)
..........552697104
.........................................
(Date of Event Which Requires Filing of this
Statement)
May 4, 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. 552697104
(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 1282800
(6)Shared voting power
(7)Sole dispositive power
(8)Shared dispositive power
(9)Aggregate amount beneficially owned by each reporting
person
1282800
(10)Check if the aggregate amount in Row (9) excludes
certain shares (see instructions)
(11)Percent of class represented by amount in Row 9
5.6
(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: MDC Partners Inc.
Item 1(b) Address of issuer's principal executive offices:
45 Hazelton Ave., Toronto ON M5R2
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.:552697104
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 of securities of the
issuer identified in Item 1.
Amount beneficially owned: 1282800
Percent of class 5.6
Number of shares as to which such person has:
Sole power to vote or to direct the vote 1282800
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 May 5, 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).
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