Edgar Filing: GENESISINTERMEDIA COM INC

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------

FORM 10-K/A
Amendment No. 2

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the fiscal year ended: DECEMBER 31, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from _______ to ________.

Commission file number: 0-16448

GENESISINTERMEDIA, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware 95-4710370
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)

5805 Sepulveda Blvd., 8th Floor Van Nuys, CA 91411
(Address of Principal Executive Offices) (Zip Code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001
Par Value

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

The aggregate market value of the voting and non-voting stock held by
non-affiliates of the registrant at April 12, 2001 was $31,908,524. The number
of shares outstanding of the registrant's Common Stock as of April 12, 2001 was
21,222,767.

EXPLANATORY NOTE

This Amendment No. 2 on Form 10-K/A is being filed with respect to the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
2000 filed with the Securities and Exchange Commission on April 16, 2001 (the
"Form 10-K") and Amendment No. 1 on Form 10-K/A filed on April 30, 2001. Part
III of the Form 10-K is hereby amended and restated to provide complete
information regarding the Registrant's loans disclosed in its other periodic
reports and to other additional information. Item 14 of Part IV is being amended
to reflect the addition as Exhibits of various loan documents.

The Form 10-K as amended hereby continues to speak as of the date of the
Form 10-K and, except to the extent they expressly speak as of a later date, the
disclosures have not been updated to speak to any later date. Any parts or items
in the Form 10-K or Amendment No. 1 on Form 10-K/A that are not expressly
changed hereby shall be as set forth in the Form 10-K or Amendment No. 1 on Form
10-K/A, as applicable. All information contained in this Amendment No. 2 and the
Form 10-K is subject to updating and supplementing as provided in the Genesis
periodic reports filed with the SEC subsequent to the filing of the Form 10-K.

Additional exhibits are being filed with this Amendment No. 2 on Form
10-K/A.

PART III

Item 10. Directors and Executive Officers of the Registrant

The following table sets forth the name, age (as of May 24, 2001) and
position with Genesis of each officer and director of Genesis as of the date of
this Report.

The current directors, executive officers and key employees of Genesis are
as follows:

Name Age Position of Genesis
------------------------------------ -------- -------------------------------------------------------

Ramy El-Batrawi...................... 40 Chairman of the Board and Chief Executive Officer
Douglas E. Jacobson.................. 54 Director, Chief Financial Officer and Secretary
Craig T. Dinkel...................... 42 Chief Operating Officer
George W. Heyworth................... 51 Director
Michael Roy Fugler................... 52 Director
Stephen A. Weber..................... 53 Director

Ramy El-Batrawi

Mr. El-Batrawi is the principal stockholder and chief executive officer of
GenesisIntermedia, Inc. He has been a director and chairman of the board of
GenesisIntermedia, Inc. since its inception in October 1993. Mr. El-Batrawi's
prior experience includes international business marketing where he facilitated
and negotiated significant transactions between global industrial companies and
world governments. Firms with which he has been involved include Lockheed
Corporation, Carnival Cruise Lines Inc., Lonrho, Inc., McDonalds Corporation and
Eastern Airlines. Additionally, he is the sole shareholder, President and
Chairman of the Board of Directors of several other companies, including
International Futures Brokerage Company, Mars & Venus Counseling Centers, Inc.,
Genesis Aviation, Inc., Genesis Aviation II, Inc., Genesis Diversified
Investments, Inc., Sentient, Inc. and Trade Your Way To Riches, Inc.

Douglas E. Jacobson

Mr. Jacobson has been a director of GenesisIntermedia, Inc. since October
1998. Mr. Jacobson has been a certified public accountant for over 25 years and
is a graduate of The College of William and Mary in Virginia. His experience
includes working for local public accounting firms and Coopers & Lybrand where
he audited privately held and SEC-registered public corporations. After Coopers
& Lybrand, he was responsible for supervising the financial audit staff of a
major retail drug chain, and he managed the internal audit functions for a
highly diversified, closely held family conglomerate, for four years. In those
positions, he was responsible for nationwide audits and preparing reports
directly to the Chairman. From 1983 to 1997, as a sole practitioner certified
public accountant, he performed accounting, audit and tax services for key
family members and other clients, including GenesisIntermedia, Inc. As the chief
financial officer of GenesisIntermedia, Inc., Mr. Jacobson's responsibilities
include overseeing and preparing the financial analysis of the Company's
financial growth and external reporting.

George W. Heyworth

Mr. Heyworth was elected to the GenesisIntermedia, Inc. board of directors
in January 1999. He has had more than 25 years of success in building and
leading emerging companies. As co-founder & CEO, Mr. Heyworth is in the process
of re-starting Payless Drug Stores, Inc. In 1999, he co-founded lightdog.com,
Inc., a promising, filtered Internet Service Provider teamed with General Mills
to conduct a multi-million dollar launch focused on providing safe family
internet access. He has served as chief executive officer of lightdog.com, Inc.
since its formation. As a board member and consultant, he has helped venture
capital groups and Internet-focused companies (GenesisIntermedia, Inc., Mature
Mart, Inc., Banta Integrated Media) define, launch and execute e-commerce
offerings. In 1998, Mr. Heyworth served as vice president of product management
for Intersolv's PVCS Software Tools Division, a $120-million software tools
business. In 1997, as the chief technology officer and vice president of
engineering for CADIS, a start-up Internet company, Mr. Heyworth charted
technology direction and launched e-commerce catalog products that were built on
patented, advanced parametric searching technology. Prior to CADIS, Mr. Heyworth
built Perot Systems Object Technology Center, managed strategic technology
accounts, completed acquisitions, and oversaw Perot Systems International IT
conversion to PeopleSoft. Mr. Heyworth received his Masters of Science degree
from the University of Oregon and is a graduate of the United States Military
Academy, where he received a Bachelor of Science degree in Civil Engineering.

Michael Roy Fugler

Mr. Fugler was elected a Director of GenesisIntermedia, Inc. in December
1999. After receiving his Juris Doctorate from Louisiana State University in
1972, Mr. Fugler embarked on a legal career that began with litigation,
developing extensive experience with both civil and criminal law, and later
focusing on international law, corporate law and finance. Mr. Fugler developed a
multi-geographical practice, which allowed him to carry on his work from Baton
Rouge to New York to Los Angeles to Miami to Atlanta to Houston. In the past 10
years Mr. Fugler shifted his practice and developed an expertise in
international merchant and investment banking. In 1997, he became a partner and
director of I-Bankers Securities, Inc. where he manages the New York, London and
Paris operations. As Managing Director of Corporate Finance, Mr. Fugler manages
underwritings for IPOs, pre-and post-IPO private and public offerings. Mr.
Fugler currently holds Series 7, 24, and 63 securities licenses. Mr. Fugler has
been a leader and active participant in many professional associations including
The Association of Trial Lawyers of America, American Bar Association, National
Association of Criminal Defense Lawyers, International Bar Association, Lawyer
Pilots Bar Association, Aircraft Owners & Pilots Association and American
Bonanza Society.

Stephen A Weber

Mr. Weber has a strong background in accounting, finance and marketing.
Since 1996, Mr. Weber has been an active consultant in a number of companies,
including GenesisIntermedia, Inc., in Southern California. From 1989 to 1996, he
was the President of Positive Response Television, Inc., a direct marketing and
media company that he co-founded in 1989, built and eventually took public.
Under Mr. Weber's direction, within six years, Positive Response had 80
employees and had achieved annual sales of over $30 million. Prior to the
founding of Positive Response, Mr. Weber was a practicing Certified Public
Accountant, with over 13 years of experience in public accounting. From 1981 to
1989, Mr. Weber was a senior partner in a regional accounting firm. He
supervised certified audits of many companies in diversified fields. Prior to
1981, Mr. Weber worked for local and national accounting firms, performing and
supervising audit and client engagements. Mr. Weber graduated from the
University of Southern California in 1970.

None of our directors, executive officers or key employees is related to
any other of our directors, executive officers or key employees.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires Genesis' officers and directors
and persons who beneficially own more than 10% of our common stock to file
reports of ownership and changes in ownership with the SEC and Nasdaq. Reporting
persons are required by SEC regulations to furnish Genesis with copies of all
Section 16(a) forms they file. Based solely on a review of the copies of those
forms received or written representations from persons subject to the reporting
requirements of Section 16(a), we believe that, with respect to the fiscal year
ended December 31, 2000, all reporting persons complied with all applicable
filing requirements of Section 16(a), except for: Michael R. Fugler who filed a
Form 3 late upon being appointed a director and which failed to reflect his
ownership of shares of common stock and warrants to acquire common stock and
Craig T. Dinkel who filed one Form 4 late that involved one transaction.

Item 11. Executive Compensation

The following table sets forth the annual compensation paid to executive
officers of Genesis for the fiscal years ended December 31, 2000, 1999 and 1998,
the compensation of the chief executive officer and the only two other executive
officers whose compensation exceeded $100,000 during 2000, 1999 or 1998. No
other executive officer received salary and bonus compensation in excess of
$100,000 in any of the three most recent completed fiscal years.

Long-Term Compensation
--------------------------------------------
Annual Compensation
---------------------------------------------------------- --------------------------------------------

Other Restricted
Name and Annual Stock Stock
Principal Position Salary Bonus Compensation Awards Options (#) Other
Year ($) ($) ($) ($) (*) ($)
---------------------- ------- ---------- ------------- --------------- ------------ ------------ -----------

Ramy El-Batrawi 2000 263,824 22,761(2)
Chairman, 1999 250,000 2,000,000(1) 22,654(2) -- -- 22,654(2)
President and 1998 62,500 955,000(1) -- -- -- 11,327(2)
Chief Executive
Officer

Douglas E. Jacobson 2000 119,768 30,000 13,178(3) 150,000
Chief Financial 1999 120,023 -- 12,874(3) -- 225,000 13,253(3)
Officer and 1998 13,615 -- -- -- 450,000 2,126(3)
Secretary

Craig T. Dinkel 2000 140,977 100(4) 75,000
Chief Operating 1999 175,102 -- -- -- 225,000(1) --
Officer 1998 18,050 -- -- -- 300,000 --

* Amounts in this column have been adjusted to give effect to a 3-for-1 stock
split effected as a stock dividend on March 21, 2001, as if the stock split was
effective prior to the issuance of the securities.

(1) Mr. El-Batrawi received distributions of undistributed S corporation
earnings of $2,000,000 and $955,000 in 1999 and 1998, respectively.
(2) Represents depreciation expense on a company automobile used by Mr.
El-Batrawi, plus $107.00 related to life insurance premiums.
(3) Represents lease payments made for Mr. Jacobson's automobile, plus $304.00
related to life insurance premiums.
(4) Represents amounts related to life insurance premiums.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values.

The following table sets forth information regarding the number of
securities underlying unexercised options at December 31, 2000. Amounts in this
table have been adjusted to give effect to a 3-for-1 stock split effected as a
stock dividend on March 21, 2001, as if the stock split was effective prior to
the issuance of the securities.

Number of securities Value of unexercised
underlying unexercised in-the-money options
options at FY-end (#) FY-end ($)
---------------------------------------- ----------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable

Ramy El-Batrawi -- -- -- --
Douglas E. Jacobson 600,000 225,000 $1,799,800 $359,300
Craig T. Dinkel 432,000 150,000 $1,316,856 $306,200

The following table sets forth the option grants to the named executives
during 2000. Genesis did not grant any stock appreciation rights in 2000.
Amounts in this table have been adjusted to give effect to a 3-for-1 stock
split effected as a stock dividend on March 21, 2001, as if the stock split was
effective prior to the issuance of the securities.

Number of Percent of
Securities Total
Underlying Options Exercise
Options Granted to Or Base
Granted (1) Employees Price Expiration
Name In FY 2000 ($/Share) Date
------------------------------------------- ------------- --------------- ------------- --------------

Douglas E. Jacobson.................... 150,000 5.1 % $5.00 (2)
Craig T. Dinkel........................ 75,000 2.5 % $5.00 (2)

(1) All granted options vest in three annual increments, 33.3% on each of the
first through third anniversaries of the date of grant, August 23, 2000,
and expire in seven years.
(2) Seven years from the date of vesting.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. The share numbers and percentages were
calculated based on the number of outstanding securities on April 27, 2001,
which was 21,852,860. 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 April 27, 2001 are deemed outstanding.
Those shares, however, are not deemed outstanding for the purpose of computing
the percentage ownership of any other person. Subject to community property laws
where applicable, unless otherwise indicated in the table, the persons and
entities named in the table have sole voting and sole investment power with
respect to the shares set forth opposite the stockholder's name. The address for
all of the executive officers and directors is 5805 Sepulveda Boulevard, 8th,
Van Nuys, California 91411.

Numbers of Shares Options Included Percentage
Name and Address Beneficially Owned In Total of Class
------------------------------------------- ------------------------ ------------------- ------------------

Ramy El-Batrawi....................... 9,045,969 -- 42.6%
Douglas E. Jacobson................... 600,000 600,000 2.7%
Craig T. Dinkel....................... 432,000 432,000 2.0%
George W. Heyworth.................... 150,000 150,000 *
Michael R. Fugler..................... 75,000 75,000 *
Stephen A. Weber...................... 2,500 -- *
Ultimate Holdings, Ltd................ 9,576,294 -- 43.8%
All directors and executive officers as a
group (six persons).............. 10,305,469 1,257,000 45.5%
* less than 1%

Item 13. Certain Relationships and Related Transactions

(a) Transactions with Management and Others.

During fiscal 2000, we entered into five separate agreements with Ultimate
Holdings, Ltd. the beneficial owner of over 44% of our common stock, providing
for credit facilities on the dates, in the aggregate amounts, and upon the other
terms described below:

Date of Agreement Credit Limit Interest Maturity Date
---------------- ------------- ---------- ---------------

April 28, 2000 $ 6,000,000 11.5% April 28, 2005
June 16, 2000 $10,000,000 11.5% June 16, 2005
August 11, 2000 $5,000,000 11.5% August 11, 2005
September 20, 2000 $5,000,000 11.5% September 20, 2005
October 16, 2000 $ 5,000,000 11.5% October 16, 2005
January 5, 2001 $5,000,000 11.5% January 5, 2005
April 16, 2001 $15,000,000 9% April 16, 2005

As partial consideration for the loans made in April and June of 2000,
Genesis agreed to amend a warrant granted to Ultimate in 1999 to purchase
700,000 shares by deleting from the warrant provisions that made the warrant
exercisable only after 61 days' notice to Genesis of Ultimate's intent to
exercise. The effect of the amendment was to make the warrant immediately
exercisable. The August 2000 loan agreement provided that the amended warrant
would be issued upon closing of that loan.

Each of the loans accrues interest at the rates provided above and is due
and payable in full on the maturity date set forth above. The loans made in
April and June 2000 are secured by security interests in substantially all of
Genesis's assets. The remaining loans are unsecured obligations. The outstanding
aggregate indebtedness to Ultimate under the above credit facilities at April
27, 2001 was approximately $38 million.

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) 3. Exhibits Required To Be Filed By Item 601 of Regulation S-K

The following exhibits are filed as part of this Annual Report on Form
10-K or are incorporated herein by reference:

Exhibit
No. Description
---- -----------

1.1 Form of Underwriting Agreement(1)
2.1 Agreement and Plan of Merger between Genesis Media Group, Inc., a Florida corporation
("Genesis Florida") and GenesisIntermedia.com, Inc. (formerly Genesis
Media Group, Inc.), a Delaware corporation ("Genesis Delaware")(1)
2.2 Asset Purchase Agreement between the Registrant and Vision
Digital Communications, Inc. dated as of October 26, 1998(1)
2.3 Letter Agreement between the Registrant and AniMagic Corporation dated October 27,
1998(1)
2.4 Letter of Agreement between the Registrant and Crown American
Enterprises, Inc. dated as of November 17, 1998(1)
3.1 Articles of Incorporation of Genesis Florida filed with the Florida Secretary of State on October 28,
1993(1)
3.2 Articles of Amendment of Genesis Florida filed on October 27, 1998(1)
3.3 Certificate of Incorporation of Genesis Delaware filed with the Delaware Secretary of State on October 26, 1998(1)
3.4 Bylaws of Genesis Florida(1)
3.5 Bylaws of Genesis Delaware(1)
3.6 Certificate of Amendment of Certificate of Incorporation of Genesis Delaware filed with the Delaware
Secretary of State on December 3, 1998(2)

Exhibit
No. Description
---- -----------

3.7 Certificate of Merger of Genesis Florida into Genesis Delaware filed with the Delaware Secretary of State on
December 9, 1998(2)
3.8 Certificate of Designation, Rights and Preferences of the Series A Convertible Preferred
Stock of GenesisIntermedia.com, Inc.(3)
3.9 Certificate of Designations of the Powers, Preferences and Relative, Participating, Optional and Other Special
Rights of Preferred Stock and Qualifications, Limitations and Restrictions Thereof of Series B Cumulative Convertible
Preferred Stock for GenesisIntermedia.com, Inc.(8)
4.1 Specimen Stock Certificate(1)
10.1 Amended and Restated 1998 Stock Incentive Program(5)
10.2 Form of Indemnification Agreement with Directors and Executive Officers(1)
10.3 Form of Representative's Warrant(1)
10.4 Form of Lock-Up Agreement(1)
10.5 Employment Agreement between the Registrant and Ramy El-Batrawi(1)
10.6 Employment Agreement between the Registrant and Sam I. Hassabo(1)
10.7 Deed of Trust (dated July 24, 1997)(1)
10.8 Note U.S. Small Business Administration (dated July 24, 1997)(1)
10.9 Promissory Note (dated January 1, 1998)(1)
10.10 Promissory Note (dated April 23, 1998)(1)
10.11 Note U.S. Small Business Administration (dated August 20, 1998)(1)
10.12 Commercial Security Agreement (dated August 20, 1998)(1)
10.13 Lease Agreement (dated July 24, 1998)(1)
10.14 WCMA Note, Loan and Security Agreement between the Registrant and Merrill Lynch Business Financial Services, Inc.(1)
10.15 Addendum to that Lease dated July 24, 1998 between the Registrant and Southern California Sunbelt Developers, Inc.(2)
10.16 License Agreement between the Registrant (as assignee) and John Gray, Ph.D. dated September 29, 1993(2)
10.17 Amendment to Agreement between the Registrant (as assignee) and John Gray, Ph.D.(2)
10.18 Employment Agreement between Registrant and Michael F. Costa(2)
10.19 Employment Agreement between Registrant and Christopher Miglino(2)
10.20 Assignment between Registrant (as Assignee) and Ramy El-Batrawi (as Assignor)(2)
10.21 Surrender and Cancellation Agreement among the Registrant, Ramy El-Batrawi and John M. Gray(2)
10.22 Term Sheet between the Registrant and Global Leisure Travel, Inc.(4)
10.23 Form of Securities Purchase Agreement dated January 1999(9)
10.24 Form of Warrant(9)
10.25 Form of Letter Agreement dated April 1999(9)
10.26 Form of Securities Purchase Agreement dated March 31, 1999(9)
10.27 Letter Amendment to Employment Agreement between Registrant and Michael F. Costa dated as of April 9, 1999(9)
10.28 Letter Amendment to Employment Agreement between Registrant and Christopher Miglino dated as of April 9, 1999(9)
10.29 Lease Agreement between Winter Quarters Resort Properties Ltd. and the Registrant dated April 29, 1999(3)
10.30 Registration Rights Agreement between Registrant and Purchasers of Series A Convertible
Preferred Stock and Warrants(3)
10.31 Stock Purchase Agreement between Registrant and Global Leisure Travel, Inc. dated June 1999(4)
10.32 Stock Purchase Agreement between Registrant and Global Leisure Travel, Inc. dated December 1999(6)

Exhibit
No. Description
---- -----------

10.33 Securities Purchase Agreement between Registrant and Ultimate Holdings, Ltd., a Bermuda Ltd. dated November 1999(6)
10.34 Securities Purchase Agreement and Warrants dated November 25, 1999 with Ultimate Holdings, Ltd. a Bermuda Ltd.(6)
10.35 Securities Purchase Agreement by and between the Registrant and Denmore Investments, Ltd. dated
February 7, 2000.(6)
10.36 Warrant issued to Denmore Investments, Ltd.(6)
10.37 Agreement and Plan of Reorganization between the Registrant, United Pacific Alliance and DoWebsites.com, Inc.
dated March 29, 2000(9)
10.38 Stock Purchase Agreement between Car Rental Direct.com, Inc. d/b/a Car Rental Direct, Brian Wood, Keenan Cheung and
the Registrant dated April 1, 2000(9)
10.39 Shareholder Joinder and Indemnity Agreement among the shareholders of Car Rental Direct.com, Inc., Brian Wood, Keenan
Cheung and the Registrant dated April 1, 2000(9)
10.40 Note Purchase Agreement by and between Ultimate Holdings, Ltd. and the Registrant dated April 28, 2000*
10.41 Promissory Note by and between Ultimate Holdings, Ltd. and the Registrant dated April 28, 2000*
10.42 Security Agreement between Ultimate Holdings, Ltd. and the Registrant dated April 28, 2000*
10.43 Securities Purchase Agreement by and between the Registrant, Elliott Associates, L.P., Westgate International, L.P.
dated April 28, 2000(8)
10.44 Warrant issued to Elliott Associates(8)
10.45 Warrant issued to Westgate International, L.P. (8)
10.46 Warrant issued to Shoreline Pacific Institutional Financial, the Institutional Division of Financial West(8)
10.47 Registration Rights Agreement by and between the Registrant and Elliott Associates, L.P., Westgate International, L.P.
dated April 28, 2000(8)
10.48 Agreement and Plan of Merger by and between Dyna-Acquisitions, Inc., Dynatype Design and Graphics Centers, Inc.,
Kathryn A. Smith and the Registrant dated May 8, 2000(7)
10.49 Warrant issued to Ultimate Holdings, Inc.(9)
10.50 Warrant issued to Kenneth D'Angelo(9)
10.51 Form of Debenture Purchase Agreement(9)
10.52 Form of Warrant(9)
10.53 Form of Debenture(9)
10.54 Second Amended and Restated 1998 Stock Incentive Program(10)
10.55 Securities Purchase Agreement by and between the Registrant and Infinity Outdoors, Inc. dated June 2000(11)
10.56 Note Purchase Agreement by and between Ultimate Holdings, Ltd. and the Registrant dated June 16, 2000*
10.57 Promissory Note by and between Ultimate Holdings, Ltd. and the Registrant dated June 16, 2000*
10.58 Security Agreement by and between Ultimate Holdings, Ltd. and the Registrant dated June 16, 2000*
10.59 Note Purchase Agreement by and between Ultimate Holdings, Ltd. and the Registrant dated August 11, 2000*
10.60 Promissory Note by and between Ultimate Holdings, Ltd. and the Registrant dated August 11, 2000*
10.61 Note Purchase Agreement by and between Ultimate Holdings, Ltd. and the Registrant dated September 20, 2000*
10.62 Promissory Note by and between Ultimate Holdings, Ltd. and the Registrant dated September 20, 2000*

Exhibit
No. Description
---- -----------

10.63 Release Settlement Agreement by and between Denmore Investments, Ltd. and the Registrant dated September 2000(11)
10.64 Note Purchase Agreement by and between Ultimate Holdings, Ltd. and the Registrant dated October 16, 2000(11)
10.65 Promissory Note by and between Ultimate Holdings, Ltd. and the Registant dated October 16, 2000(11)
10.66 Warrant Agreement by and between the Registrant and The Macerich Partnership, L.P. dated November 2, 2000(11)
10.67 Space Lease Agreement by and between GenesisIntermedia.com, Inc., The Macerich Management Company and Macerich
Property Management dated November 2, 2000(11)
10.68 Warrant issued to Macerich Partnership(11)
10.69 Note Purchase Agreement by and between Ultimate Holdings, Ltd. and the Registrant dated January 5, 2001*
10.70 Promissory Note by and between Ultimate Holdings, Ltd. and the Registrant dated January 5, 2001*
10.71 Securities Purchase Agreement by and between the Registrant and Elliott Associates, L.P., and Elliott
International, L.P. dated March 15, 2001(11)
10.72 7% Convertible Debenture due December 31, 2001 - Debenture No. 1 dated March 15, 2001(11)
10.73 7% Convertible Debenture due December 31, 2001 - Debenture No. 2 dated March 15, 2001(11)
10.74 Warrant issued to Elliott Associates, L.P. (11)
10.75 Warrant issued to Elliott International, L.P. (11)
10.76 Registration Rights Agreement by and between the Registrant, Elliott Associates, L.P. and Elliott International, L.P.
dated March 15, 2001(11)
10.77 Note Purchase Agreement by and between Ultimate Holdings, Ltd. and the Registrant dated April 13, 2001*
10.78 Promissory Note by and between Ultimate Holdings, Ltd. and the Registrant dated April 13, 2001*
21.1 Subsidiaries of the Registrant(11)
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP(11)
----------

(1) Incorporated by reference to the Exhibits to the Registration Statement
filed by the Registrant on Form SB-2 (Commission File No. 333-66281) dated
October 28, 1998.
(2) Incorporated by reference to the Exhibits to the Registration Statement
filed by the Registrant on Form SB-2 Amendment No. 1 (Commission File No.
333-66281) dated December 4, 1998.
(3) Incorporated by reference to the Exhibits to the Registration Statement
filed by the Registrant on Form SB-2 Amendment No. 5 (Commission File No.
333-66281) dated April 15, 1999.
(4) Incorporated by reference to the Exhibits to the Registration Statement
filed by the Registrant on Form SB-2 Amendment No. 6 (Commission File No.
333-66281) dated May 17, 1999.
(5) Incorporated by reference to the Exhibits to the Registration Statement
filed by the Registrant on Form S-8 (Commission File No. 001-95417) dated
January 26, 2000.
(6) Incorporated by reference to the Exhibits to the Annual Report filed by the
Registrant on Form 10-KSB (Commission File No.: 001-15029) dated April 14,
2000.
(7) Incorporated by reference to the Exhibits to the Current Report filed by
the Registrant on Form 8-K (Commission File No. 001-15029) dated May 15,
2000.
(8) Incorporated by reference to the Exhibits to the Quarterly Report filed by
the Registrant on Form 10-QSB (Commission File No.: 001-15029) dated May
15, 2000.
(9) Incorporated by reference to the Exhibits to the Registration Statement
filed by the Registrant on Form S-3 (Commission File No. 333-41120) dated
July 10, 2000.
(10) Incorporated by reference to the Exhibits to the Registration Statement
filed by the Registrant on Form S-8 POS (Commission File No. 333-95417)
dated January 29, 2001.

(11) Incorporated by reference to the Exhibits to the Annual Report on Form 10-K
(Commission File No.: 001-15029) dated April 16, 2001.

* Filed herewith
** Previously filed

(b) Reports on Form 8-K

On December 29, 2000 we filed a Report on Form 8-K announcing that we
had delivered a letter to the Board of Directors of Fashionmall.com, Inc., a
Delaware corporation, describing our interest in entering into a business
combination. The letter contemplated that we would be prepared to offer, subject
to certain conditions, (a) $2.00 in cash and (b) .29 shares of our common stock
for each share of common stock of Fashionmall.com, Inc.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Action of 1934, as amended, the registrant has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: May 24, 2001 GENESISINTERMEDIA, INC

By: /s/ Ramy El-Batrawi
_____________________________
Ramy El-Batrawi
Chairman and Chief Executive
Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Ramy El-Batrawi
____________________________ Chief Executive Officer, Chairman May 24, 2001
Ramy El-Batrawi

/s/ Douglas E. Jacobson
_____________________________ Chief Financial Officer, Director (Principal May 24, 2001
Douglas E. Jacobson Financial and Accounting Officer) and
Secretary

/s/ Stephen A. Weber
______________________________ Director May 24, 2001
Stephen A. Weber

______________________________ Director May ___, 2001
George W. Heyworth

______________________________ Director May ___, 2001
Michael Roy Fugler