GENESISINTERMEDIA COM INC
8-K, 2000-12-29
MISCELLANEOUS BUSINESS SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                 Current Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934



Date of report (Date of earliest event reported):    December 29, 2000


                           GenesisIntermedia.com, Inc.
               (Exact Name of Registrant as Specified in Charter)


                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

      001-15029                                     95-4710370
(Commission File Number)                (IRS Employer Identification No.)


5805 Sepulveda Boulevard, 8th Floor, Van Nuys, California           91411
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                        (Zip Code)


Registrant's telephone number, including area code:  (818) 902-4300
                                                    ----------------------------


 -------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>


Item 5.     Other Events.

     On December 29, 2000, GenesisIntermedia.com,  Inc. ("Registrant") delivered
a  letter  to the  Board of  Directors  of  Fashionmall.com,  Inc.,  a  Delaware
corporation,  describing  its interest in entering into a business  combination.
The letter  contemplated that Registrant would be prepared to offer,  subject to
certain conditions,  (a) $2.00 in cash and (b) .29 shares of Registrant's common
stock for each share of common stock of Fashionmall.com, Inc.

     The  press  release  issued by  Registrant  describing  the above  event is
incorporated by reference and attached hereto as Exhibit 99.1.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

         (a)      Financial Statements
                     None.

         (b)      Current Report on Form 8-K
                     None.

         (c)      Exhibits

                    See Index to Exhibits on page 4.




<PAGE>



                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                    GENESISINTERMEDIA.COM, INC.


Dated:  December 29, 2000           By: /s/ Ramy El-Batrawi
                                       _____________________________
                                       Ramy El-Batrawi
                                       Chairman of the Board


<PAGE>
                                Index to Exhibits

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

     99.1         Press Release dated December 29, 2000.


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