United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 7)
GenesisIntermedia, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
37184T 106
(CUSIP Number)
Colette Johnston
Ultimate Holdings, Ltd.
13 Parliament St. Hamilton
HM 12 Bermuda
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 13, 2001
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement of Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box
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 to whom copies are to be sent.
* 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 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.: 37184T 106 13D/A
Page 2
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ultimate Holdings, Ltd., a Bermuda limited company.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS* WC, BK
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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NUMBER OF (7) SOLE VOTING POWER
SHARES 8,503,843
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BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY None
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EACH (9) SOLE DISPOSITIVE POWER
REPORTING 8,503,843
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PERSON WITH (10) SHARED DISPOSITIVE POWER
None
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,503,843
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.3%
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(14) TYPE OF REPORTING PERSON* CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.: 37184T 106 13D/A
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Item 1. Security and Issuer.
This statement constitutes Amendment No. 7 to the original statement on
Schedule 13D filed with the Securities and Exchange Commission on May 14, 2000,
as amended by Amendment No. 1 which was filed on August 14, 2000, Amendment No.
2 which was filed on September 15, 2000, Amendment No. 3 which was filed on
November 13, 2000, and Amendment No. 4 which was filed on January 3, 2001, and
Amendment No. 5 which was filed on April 13, 2001, and Amendment No. 6 which was
filed on July 13, 2001, in connection with shares of common stock, $.001 par
value per share, of GenesisIntermedia, Inc., a Delaware corporation. The
Issuer's principal executive offices are located at 5805 Sepulveda Blvd., 8th
Floor, Van Nuys, CA 91411. Unless otherwise stated herein, the Schedule 13D, as
previously filed, remains in full force and effect.
Item 5. Interest in Securities of Issuer.
(c) The following sale and purchases were made on the Nasdaq open market
subsequent to the Schedule 13D and Amendment No. 6 to the Schedule 13D on the
following dates:
Shares Purchased Shares Sold Date of Transaction Purchase Price
----------------------------- ------------------------- ----------------------------- --------------------
500,000* 7/13/01 $14.00
86,500 7/18/01 $17.7457
55,800 7/19/01 $17.7600
111,000 7/20/01 $17.7600
6,700 7/21/01 $17.8100
* The 500,000 shares were sold in a private transaction with Orbitex Info-Tech &
Communications Fund.
CUSIP No.: 37184T 106 13D/A
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Note 1: The Reporting Person became a 10% shareholder of the Issuer on June
29, 2000. Certain of the purchase and sale transactions set forth above are
subject to the Section 16(b) prohibition on "short-swing" profits. As a result,
Reporting Person has undertaken to disgorge to the Issuer "short-swing" profits.
Note 2: See Item 6 below.
(d) Not applicable.
(e) Not applicable.
CUSIP No.: 37184T 106 13D/A
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SIGNATURES
After reasonably 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: August 10, 2001 ULTIMATE HOLDINGS, LTD.
By: /s/ Colette Johnston
__________________________
Colette Johnston
Manager