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CUSIP No. 37184T106 (Page 1 of 6 Pages)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 1)
GenesisIntermedia.com, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
37184T106
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(CUSIP Number)
Manfred Unger
32 Quai Jean-Charles Rey
MC 98000
Monaco
011-377-97986303
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 31, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on 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(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
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CUSIP No. 37184T106 (Page 2 of 6 Pages)
13D
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Manfred Unger
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS:
PF
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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
Austria
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 6,200
OWNED BY EACH --------- ---------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
None
--------- ---------------------------------------------------
9 SOLE DISPOSITIVE POWER
6,200
--------- ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,200
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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)
0.1%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 37184T106 (Page 3 of 6 Pages)
13D
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Denmore Investments Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS:
WC
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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
British Virgin Islands
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 518,344
OWNED BY EACH --------- ---------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
None
--------- ---------------------------------------------------
9 SOLE DISPOSITIVE POWER
518,344
--------- ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
518,344
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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)
9.8%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 37184T106 (Page 4 of 6 Pages)
Item 1. Security and Issuer.
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This statement relates to the common stock, par value $0.001 per share
(the "Common Stock"), the Series A Convertible Preferred Stock, par value
$0.001 per share, convertible into Common Stock (the "Preferred Stock")
and Warrants to purchase Common Stock ("Warrants") of
GenesisIntermedia.com, Inc. (the "Issuer"). The principal executive
offices of the Issuer are located at 5805 Sepulveda Boulevard, Van Nuys,
California 91411. Each share of Preferred Stock is convertible at any
time into one share of Common Stock. Each Warrant may be exercised to
purchase one share Common Stock for $10.20.
Item 2. Identity and Background.
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This statement is filed by Denmore Investments Limited ("Denmore") and
Manfred Unger ("Unger"), the sole director, officer and shareholder of
Denmore, (Denmore and Unger are referred to herein together as the
"Reporting Persons"). The Reporting Persons acknowledge that they are
acting as a group. The address of Denmore is the CITCO Building , P.O.
Box 662, Road Town, Tortola, British Virgin Islands and the address of
Unger is 32 Quai Jean-Charles Rey, MC98000, Monaco. The principal
occupation and business of the Reporting Persons is making investments.
During the last five years, neither Denmore nor Unger has been: (i)
convicted in a criminal proceeding (excluding traffic tickets and similar
misdemeanors); or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction resulting in a
judgement, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state
securities laws or finding any violation with respect to such laws.
Denmore is organized under the laws of the British Virgin Islands. Unger
is a resident of Monaco and citizen of Austria.
Item 3. Source and Amount of Funds or Other Consideration.
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The Common Stock, the Preferred Stock and the Warrants were acquired by
the Reporting Persons, as applicable, for cash.
Item 4. Purpose of Transaction.
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The Reporting Persons acquired the securities of the Issuer owned by them
as an investment. The Reporting Persons have no plans or proposals which
relate to or would result in: (a) the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of
the Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries; (d) any change in the present
board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any
existing vacancies on the board; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material
change in the Issuer's business or corporate structure; (g) any changes
in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer
by any person; (h) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association; (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12
(g) (4) of the Exchange Act; or (j) any action similar to any of those
enumerated above.
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CUSIP No. 37184T106 (Page 5 of 6 Pages)
Item 5. Interest in Securities of the Issuer.
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(a) Denmore beneficially owns 518,344 (9.8%) shares of the Issuer's
Common Stock, which number includes: (i) Warrants to acquire
178,572 shares of Common Stock exercisable within 60 days of the
date hereof; and (ii) 71,429 shares of Preferred Stock convertible
into Common Stock on a one-for-one basis. Unger beneficially owns
524,544 (9.9%) shares of the Issuer's Common Stock, which number
includes: (i) all of the Common Stock, Warrants and Preferred Stock
owned by Denmore referenced in the above paragraph; and (ii) 6,200
shares of Common Stock individually owned by Unger.
(b) Unger has sole power to vote and dispose of the 6,200 shares of
Common Stock held directly by him and shares voting and dispositive
power with Denmore with respect to the 518,344 shares of Common
Stock held by Denmore, which number includes shares of Common Stock
that may be acquired by Denmore upon conversion of outstanding
Preferred Stock and exercise of outstanding Warrants.
(c) Other than an open market purchase of 35,000 shares of Common Stock
by Denmore on January 31, 2000 at an average purchase price of
$6.85 per share, neither Denmore nor Unger effected any
transactions involving the Issuer's Common Stock, Preferred Stock
or Warrants during the 60 days preceding the date of the event
requiring the filing of this statement or during the period between
such date and the date this filing is made.
(d) No person other than Denmore or Unger, with respect to the shares
of Common Stock and Preferred Stock which they own of record, has
the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Registrant.
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There are no contracts, arrangements, understandings, or relationships
(legal or otherwise) among or between Unger and/or Denmore and any
person with respect to any securities of the Issuer, including but not
limited to, transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees
or profits, division of profits or loss, or the giving or withholding
of proxies.
Item 7. Material to be Filed as Exhibits.
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None
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CUSIP No. 37184T106 (Page 6 of 6 Pages)
SIGNATURES
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
accurate.
Date: February 7, 2000 /s/ Manfred Unger
---------------------------------
Manfred Unger
Date: February 7, 2000 Denmore Investments Limited
By: /s/ Manfred Unger
------------------------------
Name: Manfred Unger
Title: Director
