UNITED STATES
                       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):    May 3, 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, 4th 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)



Item 5.     Other Events.

         On May 3, 2000,  GenesisIntermedia.com,  Inc. ("Registrant")  announced
that it had completed its latest round of private placement  offerings on May 3,
2000,  for a  total  of $10  million  in  additional  financing.  The  offerings
consisted  of $4 million of Series B  Convertible  Preferred  Stock and  related
Warrants  and $6 million in  long-term  debt.  The  Registrant  granted  certain
registration rights to purchase of the Series B Convertible  Preferred Stock and
related warrants in connection with the private placement.

         The  funds  will be used to  expand  Registrant's  infrastructure,  for
general corporate purposes and to expand the Centerlinq network.

         The press release issued by Registrant 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.



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                                    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:   May 15, 2000                       By: /s/ Ramy El-Batrawi
                                                ____________________________
                                                     Ramy El-Batrawi
                                                     Chairman of the Board



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                                Index to Exhibits



Exhibit No.       Description
___________       _____________________
                       

     3.1          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.
     10.1         Securities Purchase Agreement by and between GenesisIntermedia.com, Inc., Elliott Associates, L.P. and Westgate
                  International, L.P. dated April __, 2000.
     10.2         Warrant issued to Elliott Associates, L.P.
     10.3         Warrant issued to Westgate International, L.P.
     10.4         Registration Rights Agreement by and between GenesisIntermedia.com, Inc., Elliott Associates, L.P. and Westgate
                  International, L.P. dated April ___, 2000.
     99.1         Press Release dated May 3, 2000.


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