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

          For Period Ended: September 30, 2003

     [_]  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

     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 or Form N-SAR, or portion thereof will
[x]  |         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

     State below in reasonable  detail why the 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.)

The Company has incurred a delay in assembling  the  information  required to be
included in its September 30, 2003 Form 10-K Annual Report.  The Company expects
to file its September 30, 2003 Form 10-K Annual Report with the  Securities  and
Exchange Commission by January 13, 2004.

                                    PART IV
                               OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this

          Robert N. Weingarten                      (212)        622-7300
                       (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
                                                                 [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 June 30,  2002,  the  Company,  through  its
     subsidiaries,  operated in two  business  segments,  media and  retail.  On
     August 5, 2002,  subsidiaries of the Company sold  substantially all of the
     assets  of the media  business  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 of the media
     business segment were approximately  $6,900,000.  As a result of this sale,
     the operations of the media business  segment have not been included in the
     consolidated  results of operations  of the Company  subsequent to the sale
     date. The Company's  consolidated  financial statements for the fiscal year
     ended June 30, 2002 will be restated to reflect the operations of the media
     business segment as a discontinued operation.

     In January 2003,  the Company  reached an agreement with the holders of all
     of its and its subsidiary's  outstanding  notes in the aggregate  principal
     amount of $18,000,000,  to cancel these notes. In exchange for cancellation
     of all of the principal and interest due on the old notes, the Company paid
     $4,500,000  in  cash  and  issued  preferred  stock  with a face  value  of
     $4,000,000,  3,985,000  shares of common stock,  and  $4,000,000  aggregate
     principal amount of new promissory notes. In total, the Company  recognized
     a gain from this debt  restructuring of $2,754,000  during the three months
     ended March 31, 2003.

     Effective June 27, 2003, the Company  changed its fiscal year end from June
     30 to September 30.

     As a result of the sale to Alloy in August 2002 and the  January  2003 note
     restructuring, the Company expects to report reduced revenues and a reduced
     net loss for the fiscal year ended  September  30, 2003, as compared to the
     fiscal year ended June 30, 2002.

                        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, 2003         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.


     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.