SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-27556
NOTIFICATION OF LATE FILING
(Check One): [] Form 10-K [] Form 11-K [] Form 20-F [x] Form 10-Q
[] Form N-SAR
For Period Ended: September 30, 2002
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[] Transition Report on Form 10-K [] Transition Report on Form 10-Q
[] Transition Report on Form 20-F [] Transition Report on Form N-SAR
[] Transition Report on Form 11-K
For the Transition Period Ended:
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Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification related to a portion of the filing checked above,
identify the item(s) to which the notification relates:_________________________
PART I
REGISTRANT INFORMATION
Full name of registrant: YouthStream Media Networks, Inc.
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Former name if applicable
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Address of principal executive office (Street and number):244 Madison Avenue,
PMB 358
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City, state and zip code: New York, NY 10016
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PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion
[x] thereof will be filed on or before the 15th calendar day
following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period (Attach extra sheets if needed).
Effective November 6, 2002, the Company closed its principal executive
offices. The Company is in the process of trying to locate interim office space.
As a result of the closing of the Company's principal executive offices, the
Company was unable to prepare and review its financial statements by November
14, 2002 without unreasonable effort and expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Wesley Ramjeet (917) 868-1131
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(Name) (Area Code)(Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s). [x] Yes [] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[x] Yes [] No
During fiscal 2001 and 2002, the Company operated, through its
subsidiaries, two business segments: media and retail. On August 5, 2002,
following the close of the Company's fiscal year 2002, subsidiaries of the
Company sold substantially all of the assets of the media segment to a
subsidiary of Alloy, Inc. ("Alloy"), which also assumed certain of the
liabilities related to the media business. The Company discontinued any
remaining media operations that were not sold to Alloy. Net cash proceeds from
the sale were approximately $6,900,000. As a result of this sale, there will a
significant change in results of operations from the corresponding period.
As a result of the closure of the Company's principal executive
offices, it is not possible at this time to provide a reasonable estimate of the
results of operation for the quarter ended September 30, 2002.
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
YouthStream Media Networks, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 13, 2002 By: /s/Wesley Ramjeet
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Wesley Ramjeet
Acting Chief Financial Officer