SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-27556
NOTIFICATION OF LATE FILING
(Check One): [x] Form 10-K [_] Form 11-K [_] Form 20-F [_] Form 10-Q
[_] Form N-SAR [__] Form N-CSR
For Period Ended: September 30, 2004
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended: ______________________________________
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 relates to a portion of the filing checked above, identify
the item(s) to which the notification relates: ________________________
PART I
REGISTRANT INFORMATION
YouthStream Media Networks, Inc.
Full name of registrant
Former name if applicable
244 Madison Avenue, PMB 358
Address of principal executive office (Street and number)
New York, New York 10016
City, state and zip code
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, Form N-SAR or Form N-CSR, or portion thereof
[x] 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 why the Form 10-K, 11-K, 20-F 10-Q, N-SAR,
N-CSR or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
The Company has incurred a delay in assembling the information required to be
included in its September 30, 2004 Form 10-K Annual Report. The Company expects
to file its September 30, 2004 Form 10-K Annual Report with the Securities and
Exchange Commission by January 13, 2005.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Robert N. Weingarten (212) 883-0083
-----------------------------------
(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
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.
During the fiscal year ended September 30, 2004, the Company conducted all of
its business operations through a wholly-owned subsidiary, Beyond the Wall, Inc.
On February 25, 2004, the Company sold substantially all of the assets of this
subsidiary to Clive Corporation, Inc. and 1903 West Main Street Realty
Management, LLC, which also assumed certain of the liabilities related to the
business. The Company had previously discontinued its business operations that
were not sold in this transaction. Net cash proceeds from the sale of the
business were approximately $820,000.
The Company's consolidated financial statements for the fiscal year ended
September 30, 2004 will reflect the operations of this business as a
discontinued operation through February 25, 2004. The Company's consolidated
financial statements for the fiscal year ended September 30, 2003 will be
restated to reflect the operations of this business as a discontinued operation.
As a result of the sale of the Company's remaining business operations in
February 2004, the Company expects to report no revenues from continuing
operations and a reduced net loss for the fiscal year ended September 30, 2004,
as compared to the fiscal year ended September 30, 2003.
YouthStream Media Networks, Inc.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date December 29, 2004 By /s/ Robert N. Weingarten
----------------- ---------------------------------------------
Robert N. Weingarten
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and Regulations
under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, DC 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable to
timely file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of Regulation
S-T or apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T.