United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                                 (Rule 13d-101)

                    Under the Securities Exchange Act of 1934
                                (Amendment No. )

                             GenesisIntermedia, Inc.
                                (Name of Issuer)

                     Common Stock, Par Value $.001 Per Share
                         (Title of Class of Securities)

                                   37184 Y 105
                                 (CUSIP Number)

                              Michel S. Tamer, Esq.
                                 General Counsel
                             GenesisIntermedia, Inc.
                         5805 Sepulveda Blvd. 8th Floor
                               Van Nuys, CA 91411
                                 (818) 902-4313
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                 August 17, 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.: 37184Y 105                                                     13D
                                                                  Page 2 of 6
-----------------------------------------------------------------------------

(1)      NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

         Ramy El-Batrawi
-----------------------------------------------------------------------------
(2)      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a)  [  ]
                                                               (b)  [X]

-----------------------------------------------------------------------------
(3)      SEC USE ONLY

-----------------------------------------------------------------------------
(4)      SOURCE OF FUNDS*   OO

-----------------------------------------------------------------------------
(5)      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEM 2(d) or 2(e)

-----------------------------------------------------------------------------
(6)      CITIZENSHIP OR PLACE OF ORGANIZATION
         USA
-----------------------------------------------------------------------------
NUMBER OF                  (7)      SOLE VOTING POWER

     SHARES                         10,375,469
                           --------------------------------------------------
BENEFICIALLY               (8)      SHARED VOTING POWER

  OWNED BY                          0
                           --------------------------------------------------
      EACH                 (9)      SOLE DISPOSITIVE POWER

 REPORTING                          10,375,469
                           --------------------------------------------------
PERSON WITH                (10)     SHARED DISPOSITIVE POWER

                                    0
-----------------------------------------------------------------------------
 (11)    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         10,375,469

-----------------------------------------------------------------------------
(12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES*  [  ]

-----------------------------------------------------------------------------
(13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  45.4%

-----------------------------------------------------------------------------
(14)     TYPE OF REPORTING PERSON*   IN

-----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!




CUSIP No.: 37184Y 105                                                     13D
                                                                  Page 3 of 6
-----------------------------------------------------------------------------

     This  statement  on Schedule  13D amends and  supersedes  the  statement on
Schedule 13G filed by the Reporting Person on July 18, 2001.

Item 1.       Security and Issuer.

     This statement on Schedule 13D relates to 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 Boulevard,  8th Floor,
Van Nuys, California 91411.

Item 2.       Identity and Background.

          (a)  Name: Ramy El-Batrawi ("Reporting Person").

          (b)  Address of Principal Office: 5805 Sepulveda Blvd., 8th Floor, Van
               Nuys, CA 91411.

          (c)  Principal  Business:  Chairman  and Chief  Executive  Officer  of
               Issuer.

          (d)  During the last five  years,  the  Reporting  Person has not been
               convicted in a criminal proceeding  (excluding traffic violations
               or similar misdemeanors).

          (e)  During the last five  years,  the  Reporting  Person has not been
               party to a civil proceeding of a judicial or administrative  body
               of competent jurisdiction and as a result of which proceeding was
               or is subject to a judgment,  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.

          (f)  Citizenship: USA

Item 3.       Source and Amount of Funds or Other Considerations.

     The Reporting Person obtained $22.7 million from Ultimate Holdings, Ltd. to
purchase the 1,329,500 shares of common stock of Issuer on August 17 - 20, 2001.
The loan is secured by  approximately  8,000,000  shares of common  stock of the
Issuer previously  purchased by Reporting Person.  The loan is payable on demand
and the interest rate on the loan is currently 9.5%.

Item 4.       Purpose of Transaction.

     The  Reporting  Person is the  founder,  a  principal  stockholder  and the
Chairman and Chief  Executive  Officer of the Issuer.  The Reporting  Person may
from time to time (i) acquire additional shares of common stock,  subject to the
availability  of  prices  deemed  favorable  in the open  market,  in  privately
negotiated  transactions  or otherwise,  or (ii) dispose of the shares of common
stock owned by the Reporting  Person or  subsequently  acquired at prices deemed
favorable in the open market, in privately negotiated transactions or otherwise.

     The  Reporting  Person  influences  management of the Issuer and intends to
seek to assert such influence through ownership of the Issuer's  securities.  In
the future, the Reporting Person may consider whether to take additional actions
to protect its investment in the Issuer, including,  without limitation, (i) the
acquisition  of  additional  securities  of the  Issuer  or the  disposition  of
securities of the Issuer, (ii) proposing an extraordinary corporate transaction,
such as a merger, reorganization or liquidation,  involving the Issuer or any of
its  subsidiaries and (iii) proposing a change in the present Board of Directors
or management of the Issuer.



CUSIP No.: 37184Y 105                                                     13D
                                                                  Page 4 of 6
-----------------------------------------------------------------------------

     Except as set forth above,  the Reporting Person purchased the common stock
in the open market for  investment  purposes.  Except as  indicated  above,  the
Reporting  Person  currently has no plans or proposals which would result in any
of the actions  described in clauses (a) through (j) of Item 4 of Schedule  13D,
although the Reporting  Person  reserves the right to determine in the future to
take any action which relates to or would result in any of such events,  actions
or conditions.

Item 5.       Interest in Securities of Issuer.

     (a) Reporting Person  beneficially  owns 10,375,469 shares or approximately
45.4% of the outstanding shares of Issuer as of August 22, 2001.

     (b)  Reporting  Person  has sole power to vote and  dispose  of  10,375,469
shares of the Issuer.

     (c) The  following  purchases  or sales  were made on the  following  dates
within the 60 days prior to August 17, 2001. The purchases were made in the open
market on Nasdaq and the sales were made in  connection  with the Issuer's  loan
facility transaction described in the note following the table.


                                                                                          
                        Shares Purchased/(Sold)              Date Purchased/Sold           Purchase Price
                     ------------------------------        ------------------------    -----------------------

                            (1,000,000)                           6/29/01*                     $2.00
                            (1,000,000)                           6/29/01*                     $4.00
                              (500,000)                           6/29/01*                     $2.00
                                922,000                            8/17/01                   $17.568
                                 10,000                            8/20/01                    $17.84
                                397,500                            8/20/01                  $17.7903



*Note: On June 29, 2001, the Issuer 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 Issuer 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.

In conjunction with the conditional  commitment and investment banking services,
the Issuer agreed to issue warrants to purchase 4 million shares of common stock
of the Issuer to Riverdale and agreed to grant to Riverdale  registration rights
with  respect  to the common  stock  issuable  upon  exercise  of the  warrants.
Concurrently  with this issuance,  Reporting Person agreed to grant to Riverdale
options to acquire 1.5 million  shares of common  stock held by him.  The Issuer
also announced that  concurrent  with the Issuer's  agreement to grant 4 million
warrants  to  Riverdale,  Reporting  Person  also  agreed to grant to the Issuer
options to acquire 1 million  shares of common stock held by  Reporting  Person.
The stock  dispositions  identified in the table above reflect the stock options
Reporting Person agreed to issue to Riverdale LLC and the Issuer. The options to
the Issuer are  exercisable  to the extent  Riverdale  exercises the same priced
warrants  issued to it by the Issuer.  The options are  deliverable to Riverdale
within  five (5) days  after  execution  and  delivery  of a  definitive  credit
agreement between Riverdale and the Issuer.


CUSIP No.: 37184Y 105                                                     13D
                                                                  Page 5 of 6
-----------------------------------------------------------------------------
         (d)      See Item 6 below.

         (e)      Not applicable.

Item 6.   Contracts, Arrangements, Understandings or Relationships With Respect
          to Securities of Issuer.

     The Reporting  Person  incorporates by reference the response to Item 3 and
Item 5 above.  Reporting  Person  has  permitted  Ultimate  the right to use the
shares provided to Ultimate as collateral for any financing  sought by Ultimate.
Reporting  Person  has  retained  all  other  rights  relating  to such  shares,
including  the right to vote,  but the  Reporting  Person has  credit  risk with
respect to those shares. By reason of the foregoing  arrangements  regarding the
financing of the acquisition of shares of the Issuer,  the Reporting  Person may
be deemed to be a member of a group including Ultimate  Holdings,  Ltd., but the
Reporting  Person  disclaims the existence of such a group.  Except as set forth
above  in this  Item 6 or in Item 3,  there  exist no  contracts,  arrangements,
understandings or relationships  (legal or otherwise) among the Reporting Person
and any other person with respect to any  securities  of the Company,  including
but not limited to transfer or voting of any  securities,  finders' fees,  joint
ventures,  loan or option  agreements,  put or  calls,  guarantees  of  profits,
division of profits or loss, or the giving or withholding of proxies.

Item 7.       Material to be Filed as Exhibits.

Exhibit 1:    Loan Commitment Letter dated July 2, 2001 between Riverdale
              LLC and Issuer.

Exhibit 2:    Warrant Agreement dated July 2, 2001 between Riverdale LLC
              and Issuer.

Exhibit 3:    Option Agreement dated July 2, 2001 between Riverdale LLC
              and Reporting Person.

Exhibit 4:    Registration Rights Agreement dated July 2, 2001 between
              Riverdale LLC and Issuer.

Exhibit 5:    Option Agreement dated July 2, 2001 between Reporting Person
              and Issuer.

Exhibit 6:    Option Agreement dated July 2, 2001 between Issuer and Ultimate
              Holdings, Ltd.


CUSIP No.: 37184Y 105                                                     13D
                                                                  Page 6 of 6
-----------------------------------------------------------------------------

                                   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:  September 6, 2001

                                                /s/ Ramy El-Batrawi
                                                --------------------------
                                                Ramy El-Batrawi





                                INDEX OF EXHIBITS

Exhibit 1:    Loan Commitment Letter dated July 2, 2001 between Riverdale
              LLC and Issuer.(1)

Exhibit 2:    Warrant Agreement dated July 2, 2001 between Riverdale LLC
              and Issuer.(1)

Exhibit 3:    Option Agreement dated July 2, 2001 between Riverdale LLC
              and Reporting Person.(1)

Exhibit 4:    Registration Rights Agreement dated July 2, 2001 between
              Riverdale LLC and Issuer. (1)

Exhibit 5:    Option Agreement dated July 2, 2001 between Reporting Person
              and Issuer.(2)

Exhibit 6:    Option Agreement dated July 2, 2001 between Issuer and Ultimate
              Holdings, Ltd.(2)

(1)  Incorporated  by  reference  in  Current  Report on Form 8-K filed with the
     Securities and Exchange Commission on July 2, 2001.

(2)  Incorporated  by reference  in Current  Report on Form 8-K/A filed with the
     Securities and Exchange Commission on July 5, 2001.