Washington, D.C. 20549

                                     FORM 4

    Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
       Section 17(a) of the  Public  Utility  Holding  Company  Act of  1935 or
               Section 30(f) of the Investment Company Act of 1940

[ ] Check box if no longer
    subject to Section 16.
    Form 4 or Form 5 obligations
    may continue.  See Instruction 1(b)
1.   Name and Address of Reporting Person*

               Ultimate Holdings, Ltd., a Bermuda limited company
   (Last)                         (First)                     (Middle)

                         13 Parliament St. Hamilton

                                 HM 12 Bermuda
   (City)                            (State)                (Zip)
2.   Issuer Name and Ticker or Trading Symbol

         GenesisIntermedia, Inc.              GENI
3.   IRS Identification Number of Reporting Person,if an Entity (Voluntary)
4.   Statement for Month/Year

5.   If Amendment, Date of Original (Month/Year)

6.   Relationship of Reporting Person to Issuer
     (Check all applicable)

     [ ]  Director                       [X]  10% Owner
     [ ]  Officer  (give  title  below)  [ ] Other (specify below)
7.   Individual or Joint/Group Filing  (Check applicable line)

     [X]  Form filed by one Reporting Person
     [ ]  Form filed by more than one Reporting Person

Table I--Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security     2. Transaction    3.Transaction    4. Securities Acquired(A)   5. Amount of   6. Ownership    7.  Nature
   (Instr. 3)                  Date             Code           or Disposed of (D)         Securities       Form:             of
                            (Month/Date/     (Instr.8)         (Instr. 3,4 and 5)        Beneficially      Direct(D)      Indirect
                               Year)                                   A                 Owned at End         or        Beneficially
                                                                       or                   of Month      Indirect(I)     Ownership
                                             Code    V      Amount     D    Price      (Instr. 3 and 4)    (Instr. 4)    (Instr. 4)
Common Stock                06/01/01          P             51,805     A    $16.78                            D
Common Stock                06/05/01          S             85,000     D    $16.8175                          D
Common Stock                06/06/01          S              2,800     D    $16.440                           D
Common Stock                06/06/01          S            660,000     D    $13.50                            D
Common Stock                06/07/01          P             12,300     A    $16.72                            D
Common Stock                06/11/01          P             13,200     A    $16.70       8,743,843            D

*    If the Form is filed by more than one  Reporting  Person,  see  Instruction
Reminder:  Report on a separate line for each class of  securities  beneficially
owned directly or indirectly.

Form 4 (continued)

 Table II (PART 1)  Derivative Securities Acquired, Disposed of, or Beneficially Owned
                             (e.g., puts, calls, warrants, options, convertible securities)  (Columns 1 through 6)
1. Title of Derivative      2. Conversion    3. Transaction  4.Transaction  5.  Number of Derivative       6. Date Exercisable and
   Security                    or Exercise         Date           Code         Securities Acquired (A)        Expiration Date
   (Instr. 3)                   Price of       (Month/Day/      (Instr. 8)       or Disposed of (D)           (Month/Date/Year)
                               Derivative          Year)                         (Instr. 3,4 and 5)            Date      Expiration
                                Security                        Code    V         A              D          Exercisable      Date
Option                          $9.00           6/29/01          S                           2,000,000                      7/1/2005

 Table II (PART 2)  Derivative Securities Acquired, Disposed of, or Beneficially Owned
          (e.g., puts, calls, warrants, options, convertible securities) (Columns 1,3 and 7 through 11)
1. Title of    3. Transaction   7. Title and Amount     8.   Price        9. Number of   10. Ownership Form of     11. Nature of
   Derivative        Date           of Underlying         of Derivative      Derivative         Derivative              Indirect
   Security    (Month/Day/Year)      Securities              Security        Securities         Security:              Beneficial
   (Instr. 3)                      (Instr. 3 and 4)        (Instr. 5)       Beneficially       Direct (D) or            Ownership
                                          Amount or Number                  Owned at End of    Indirect (I)            (Instr. 4)
                                  Title       of Shares                     Month (Instr. 4)    (Instr. 4)
Option            6/29/01     Common Stock    2,000,000         (1)

Explanation of Responses:

(1)  On June 29, 2001, GenesisIntermedia, Inc. (the "Company") announced that it
     had  received a  conditional  loan  commitment  for a $100  million  credit
     facility  from  Riverdale  LLC, a company  owned by Carl C. Icahn.  It also
     announced that  concurrently the parties agreed to principal terms relating
     to  investment  banking  services  to  be  provided  by  Riverdale  or  its
     affiliates.   The  Company  further  announced  that  consummation  of  the
     financing  transactions  is subject to the  negotiation  and  execution  of
     definitive  credit and  security  documents  and that  consummation  of any
     financings  under the facility  would be subject to a number of conditions,
     including  credit  review of  potential  acquisition  targets,  lender  due
     diligence of the  acquisitions  and other conditions to be set forth in any
     definitive credit agreement.

     The Company  also  announced  that,  in  conjunction  with the  conditional
     commitment and  investment  banking  services,  the Company agreed to issue
     warrants  to  purchase 4 million  shares of common  stock of the Company to
     Riverdale and agreed to grant to Riverdale registration rights with respect
     to the common stock  issuable upon  exercise of the  warrants.  The Company
     also announced that concurrently Mr.  El-Batrawi,  the Company's  chairman,
     agreed to grant to  Riverdale  options to  acquire  1.5  million  shares of
     common stock held by him. The Company also announced that  concurrent  with
     the  Company's  agreement  to grant 4 million  warrants to  Riverdale,  Mr.
     El-Batrawi and the Reporting  Person agreed to grant options to the Company
     to purchase  common stock held by them.  The stock  options  identified  in
     Table II above reflect the stock options granted by the Reporting Person to
     the Company.  The options are exercisable to the extent Riverdale exercises
     the same priced warrants issued to it by the Company.

(2)  Reporting  Person has executed  trades that were  subject to Section  16(b)
     prohibition on "short-swing" profits,  including the sale of the options to
     purchase its common stock at $9.00 per share. As a result, Reporting Person
     has undertaken to disgorge to Issuer its "short-swing"  profits  calculated
     pursuant to Section 16(b).

Colette Johnston is the Company Administrator of Ultimate Holdings, Ltd.

/s/ Colette Johnston                         July 10, 2001
________________________________            ______________________
**Signature of Reporting Person              Date

**International misstatements or omissions of facts constitute Federal Criminal

See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note:  File three copies of this form, one of which must be manually signed.
       If space provided is insufficient, See Instruction 6 for procedure.