SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------

                                  FORM 10-KSB/A

(Mark One)

|X|      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT
         OF 1934 (NO FEE  REQUIRED).
         For the fiscal year ended June 30, 1999

                                       OR

|_|      TRANSITION  REPORT  UNDER  SECTION  13  OR  15(d) OF  THE SECURITIES
         EXCHANGE ACT OF 1934 (NO FEE REQUIRED).
         For the transition period from ___________ to ___________

                         Commission file number: 0-27556

                           NETWORK EVENT THEATER, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

                  Delaware                                 13-3864111
      (State or Other Jurisdiction of       (I.R.S. Employer Identification No.)
       Incorporation or Organization)

              529 Fifth Avenue
              New York, New York                              10017
   (Address of Principal Executive Offices)                (Zip Code)

                                 (212) 622-7300
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, par value $.01 per share
                                (Title of Class)


     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.


                                 Yes X No _____




<PAGE>



     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

     State issuer's revenues for its most recent fiscal year. $13,266,000

     State the aggregate market value of the voting and non-voting common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
September 16, 1999: $276,276,664.

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of September 16, 1999: 16,987,421 shares of Common Stock.

     Transitional Small Business Disclosure Format (check one):

                                  Yes ____ No X



                       DOCUMENTS INCORPORATED BY REFERENCE

         None.







<PAGE>

                           NETWORK EVENT THEATER, INC.
                  AMENDMENT TO THE ANNUAL REPORT ON FORM 10-KSB
       ------------------------------------------------------------------



                                TABLE OF CONTENTS
                               -------------------
Item No.                                                                   Page

Part III

          9.  Directors,  Executive  Officers,  Promoters  and
              Control  Persons;  Compliance With Section 16(a)
              of the Exchange Act.............................................4

         10.  Executive Compensation..........................................7

         11.  Security Ownership of Certain Beneficial
              Owners and Management...........................................9

         12.  Certain Relationships and Related Transactions..................10

Signatures ...................................................................14






                                        3

<PAGE>



ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                  PERSONS;  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     The directors and executive  officers of Network Event  Theater,  Inc. (the
"Company") are as follows:

         Name                    Age      Position

         Harlan D. Peltz         34     Chairman of the Board and Chief
                                         Executive Officer

         Don Leeds               48     President and Director

         Bruce L. Resnik         53     Executive Vice President, Chief
                                         Financial Officer and Secretary

         Metin Negrin            33     Director

         George Lindemann        63     Director

         Howard Klein            42     Director

     Harlan D. Peltz has been Chairman of the Board and Chief Executive  Officer
of the Company since its  incorporation  in December  1995.  From August 1993 to
December 1995, Mr. Peltz was the President of Universal  Access  Network,  Inc.,
the general  partner of Universal  Access  Network,  LP, the  predecessor of the
Company.  From  September  1991 to July  1993,  Mr.  Peltz was an  associate  at
Veronis,  Suhler & Associates Inc., an investment  banking firm  specializing in
the media  industry.  From July 1990 to May 1991,  Mr. Peltz worked for Home Box
Office in the area of international  business  development in Eastern Europe and
South America.

     Don Leeds has been a director of the Company  since  December  1995. He was
elected Executive Vice President-Strategic  Planning and Business Development of
the Company in June 1996 and then President in September 1996. From 1989 to June
1996, Mr. Leeds was a Managing Director at Veronis, Suhler & Associates Inc.

     Bruce L. Resnik has been Executive Vice President,  Chief Financial Officer
and Secretary of the Company  since October 1996.  From August 1992 to September
1996,  Mr. Resnik was the Director of Finance of the  International  Division of
Grey Advertising.

     Metin Negrin has been a director of the Company since December 1995.  Since
August  1993,  Mr.  Negrin has been the Chief  Operating  Officer and a Managing
Director of The Athena Group, a real estate  investment  firm. From July 1990 to
July  1993,  Mr.  Negrin  was an  associate  in the New York  office of  LaSalle
Partners, a Chicago-based real estate investment firm.

     George  Lindemann  has been a director of the Company  since  August  1996.
Since  February 1990,  Mr.  Lindemann has been the Chairman and Chief  Executive
Officer of Southern Union Company,  one of the largest natural gas  distributors
in the United  States,  and since May 1982,  has been the  President of Cellular
Dynamics,  Inc.,  the  general  partner of  Activated  Communications,  L.P.,  a
diversified communications firm.


                                        4

<PAGE>



Mr. Lindemann founded Metro Mobile CTS, Inc., a cellular telephone  company,  in
1982 and served as its Chairman and Chief Executive Officer until it merged with
Bell Atlantic  Corporation  in 1992.  Mr.  Lindemann also served as President of
Vision Cable  Communications,  a pioneer in the cable television industry,  from
1972-1981.

     Howard Klein has been a director of the Company since June 1998.  Mr. Klein
is  a  founding   partner  of  3  Arts   Entertainment,   one  of  the   leading
management/production firms in the entertainment industry.  Representing some of
the world's most  recognizable  talent in the areas of film and television,  Mr.
Klein is  personally  responsible  for  guiding  the  careers  of many  writers,
directors and performers.

     All directors hold office until the next annual meeting of stockholders and
the election and  qualification of their  successors.  Directors receive no cash
compensation  for serving on the Board of Directors other than  reimbursement of
reasonable  expenses  incurred  in  attending  meetings.  Officers  are  elected
annually by the Board of Directors  and serve at the  discretion of the Board of
Directors, subject to the provisions of certain employment agreements.

     The Company has obtained key man life insurance on the life of Mr. Peltz in
the amount of $2 million.

Board and Committee Meetings

     During the fiscal year ended June 30, 1999,  the Board of Directors  held 6
meetings and acted by unanimous  written consent  several times.  Each member of
the Board attended at least 75% of the meetings of the Board and meetings of any
committees  of the Board on which he served  that were held  during  the time he
served.

     The Audit Committee of the Board of Directors, which consists of a majority
of independent directors, makes recommendations concerning the engagement of the
Company's  independent public  accountants,  reviews with the independent public
accountants the plans and results of the audit engagement, approves professional
services   provided  by  the  independent   public   accountants,   reviews  the
independence of the independent public accountants, considers the range of audit
and non-audit fees of the independent public  accountants,  reviews the adequacy
of the Company's  internal  accounting  controls,  and reviews all related party
transactions on an ongoing basis for potential conflict of interest  situations.
The members of the Audit  Committee are George  Lindemann and Metin Negrin.  The
Audit  Committee  did not hold any  meetings  in the fiscal  year ended June 30,
1999.

     The Stock Option  Committee  is made up of a majority of directors  who, to
the extent legally required, qualify as "outside directors" under Section 162(m)
of the  Internal  Revenue  Code  of  1986,  as  amended,  and  as  "non-employee
directors"  under  Section  16(b) of the  Securities  Exchange  Act of 1934,  as
amended  (the  "Exchange  Act").  The Stock  Option  Committee  administers  the
Company's  two stock based stock option  plans.  The members of the Stock Option
Committee are Metin Negrin and Howard Klein.  The Stock Option Committee did not
meet in the fiscal year ended June 30, 1999 but acted  several  times by written
consent.

     The  Board  of  Directors  does  not  have  a  Nominating  Committee  or  a
Compensation Committee.




                                        5

<PAGE>



Section 16(a) Beneficial Ownership Reporting Compliance

     Based  solely on a review of the reports and  representations  furnished to
the Company during the last fiscal year,  the Company  believes that each of the
persons  required to file reports under Section 16(a) of the Exchange Act was in
compliance with all applicable filing requirements with respect to the Company's
most recent fiscal year.



                                        6

<PAGE>



ITEM 10.   EXECUTIVE COMPENSATION

     The  following  table  sets  forth  certain  information  for  each  of the
Company's  three fiscal years ended June 30, 1997, 1998 and 1999 with respect to
compensation paid to Harlan D. Peltz, the Company's Chief Executive Officer, Don
Leeds, the Company's  President,  Bruce L. Resnik, the Company's  Executive Vice
President and Chief Financial Officer, and Lawrence Kieves, the Company's former
President.  No other  executive  officer  received  compensation in any of those
fiscal years that exceeded $100,000.


<TABLE>

                           SUMMARY COMPENSATION TABLE

<CAPTION>
                                     Annual
                                  Compensation

<S>                               <C>      <C>       <C>          <C>             <C>
                                                                Securities       All Other
                                 Fiscal                         Underlying     Compensation
 Name and Principal Position      Year   Salary($)  Bonus ($)     Options            ($)
----------------------------     ------  ---------  ---------   -----------    -------------

Harlan D. Peltz..................1999     150,000  180,000           --               --
  Chief Executive Officer        1998     112,500   50,000(a)        --             162(b)
                                 1997     112,500   40,000(a)        --               --

Don Leeds........................1999     225,000  180,000           --               --
  President                      1998     200,000   40,000(a)        --           1,722(b)
                                 1997     197,000   30,000(a)        --          50,000(c)

Lawrence Kieves..................1999          --      --            --               --
  Former President               1998          --      --            --               --
                                 1997      56,250      --            --               --

Bruce L. Resnik..................1999     210,000  180,000           --           5,482(b)
  Executive Vice President       1998     175,000   50,000(a)     100,000         7,371(b)
  Chief Financial Officer        1997     129,230   25,000(a)      50,000             --


</TABLE>
-----------------------

(a)  Discretionary  bonuses paid pursuant to each executive officer's employment
     agreement with the Company and approved by the Board of Directors.

(b)  Additional disability insurance and annual life insurance premiums.

(c)  Additional  compensation  in connection  with the  acquisition  of American
     Passage Media, Inc.



                                        7

<PAGE>



     None  of  the  executive  officers  of the  Company  named  in the  Summary
Compensation Table received any long-term  compensation awards or payouts during
the Company's last three fiscal years.

Stock Options

     During the fiscal year ended June 30, 1999, the Company  granted Mr. Resnik
an option under the Company's 1997 Employee Stock Option Plan to purchase,  at a
price of $11.50  per  share,  up to 40,000  shares of Common  Stock on and after
March 24, 1999, vesting ratably over three years.

     None  of  the  executive  officers  of the  Company  named  in the  Summary
Compensation  Table  exercised any options during the fiscal year ended June 30,
1999.


                                        8

<PAGE>


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     The  following  table  sets  forth  information  regarding  the  beneficial
ownership of the Common Stock as of September  16, 1999 by (i) each person known
by the  Company to be the  beneficial  owner of more than 5% of the  outstanding
shares of  Common  Stock,  (ii) each of the  Company's  executive  officers  and
directors  and (iii) all  executive  officers and  directors of the Company as a
group.
<TABLE>

                                                                          Percentage of
                                                 Amount and Nature of     Outstanding
 Name and Address of Beneficial Owner(1)      Beneficial Ownership(2)       Shares
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Harlan D. Peltz...............................     2,402,798(3)             14.14
George Lindemann..............................       630,757(4)              3.7
    c/o Cellular Dynamics, Inc.
    767 Fifth Avenue
    New York, New York 10153
Don Leeds.....................................       447,703(5)              2.6
Metin Negrin..................................        70,535                  *
Bruce L. Resnik...............................        93,323(6)               *
Howard Klein..................................       128,500(7)               *
All executive officers and
directors as a group (6 individuals)..........     3,773,626                22.2
Warburg, Pincus Counsellors, Inc..............     2,241,062                13.1
    466 Lexington Avenue
    New York, New York 10017

</TABLE>

------------------------


*    Less than 1% of the outstanding Common Stock.

(1)  Unless otherwise indicated, the address of each beneficial owner identified
     is 529 Fifth Avenue, New York, New York 10017.

(2)  Unless otherwise indicated,  the Company believes that all persons named in
     the table have sole voting and investment  power with respect to all shares
     of Common  Stock  beneficially  owned by them. A person is deemed to be the
     beneficial  owner of securities  that can be acquired by such person within
     60 days from the date of this Form  10-KSB/A  upon the exercise of options,
     warrants or convertible  securities.  Each  beneficial  owner's  percentage
     ownership is determined by assuming that convertible securities, options or
     warrants  that are held by such  person  (but not  those  held by any other
     person) and which are  exercisable  within 60 days of the date of this Form
     10-KSB/A have been exercised.

(3)  Includes 63,544 shares owned by Universal Access Network,  Inc., a Delaware
     corporation wholly owned by Mr. Peltz.



                                        9

<PAGE>



(4)  All shares  owned by  Activated  Communications,  L.P.  ("ACLP"),  which is
     wholly  owned,  directly or  indirectly,  by Mr.  Lindemann  and his family
     members. Mr. Lindemann is the President,  and he and his family members are
     the sole shareholders, of the general partner of ACLP.

(5)  Includes 376,000 shares issuable upon exercise of options granted under the
     Company's 1996 Employee Stock Option Plan and by Harlan D. Peltz.

(6)  Includes  83,333 shares issuable upon exercise of options granted under the
     Company's 1996 and 1997 Employee Stock Option Plans.

(7)  Includes  122,500  shares Mr.  Klein owns  jointly  with his wife and 6,000
     shares held in a retirement plan with his partners.

     Harlan D. Peltz may be deemed a "promoter" of the Company,  as such term is
defined in the Securities Act of 1933, as amended.

Item 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

General

     In  connection  with the  Company's  hiring of Don Leeds as Executive  Vice
President  in June 1996,  the  Company  granted  Mr.  Leeds an option  under the
Company's 1996 Employee Stock Option Plan to purchase,  at a price of $3.875 per
share,  up to 66,666  shares of Common Stock  immediately,  up to an  additional
66,667  shares  of  Common  Stock  on and  after  June  17,  1997,  and up to an
additional  66,667  shares  of  Common  Stock on and  after  June 17,  1998.  In
addition,  Harlan D. Peltz  granted  to Mr.  Leeds an option to  purchase  up to
176,000  shares of his Common  Stock at the same price and in equal  proportions
over the same vesting periods.

     In  connection  with the  Company's  hiring of Bruce L. Resnik as Executive
Vice President and Chief Financial  Officer in October 1996, the Company granted
Mr.  Resnik an option under the  Company's  1996  Employee  Stock Option Plan to
purchase,  at a price of $3.44 per share, up to 16,666 shares of Common Stock on
and after October 7, 1997, up to an additional  16,667 shares of Common Stock on
and after October 7, 1998, and up to an additional 16,667 shares of Common Stock
on and after October 7, 1999.

     Effective  January 1995,  the Company  entered into a consulting  agreement
with The  Fields & Hellman  Company  ("F&H"),  a  corporation  owned by  Freddie
Fields, a former director of the Company,  and Jerome Hellman. In December 1995,
the Company and F&H amended and restated the consulting  agreement entitling F&H
to receive, among other things, annual consulting fees of $450,000, $550,000 and
$275,000  in  1996,  1997  and  1998,  respectively,   annual  overhead  expense
reimbursements  (primarily  relating  to the  Company's  office in Los  Angeles,
California)  of  $262,500,  $275,625  and  $137,813  in  1996,  1997  and  1998,
respectively,  and 10% of the Company's pre-tax income through 1999. The Company
also  granted F&H an option to  purchase  552,560  shares of Common  Stock at an
exercise  price of $1.58 per share,  which  option was  assigned  50% to each of
Jerome  Hellman,  personally,  and a family trust of which  Freddie  Fields is a
trustee.  For the year ended December 31, 1995, the Company paid consulting fees
of $300,000 and overhead expenses of $250,000 under such agreement.



                                       10

<PAGE>



     On May 20, 1997, the Company entered into a revised agreement with F&H. The
revised  agreement  relieved  Messrs.  Fields and Hellman of their obligation to
devote a substantial portion of their business time to the Company, but provided
that each would continue to be available to perform consulting  services for the
Company and that Mr. Fields would continue to serve as a director of the Company
at his election.  The revised  agreement further provided that the Company would
continue  to pay F&H the  monthly  consulting  fees and  expense  reimbursements
provided for in the original  agreement  (totaling  $412,812 for the period from
July 1, 1997 through  December 31, 1997), but that the Company could at any time
elect to pay 50% of the  remaining  balance in a single cash  payment and 50% by
issuing to Messrs.  Fields and Hellman  registered  shares of Common Stock.  The
revised agreement terminated December 31, 1997.

Common Places

     On  June  28,  1999,   the   Company,   its   partially-owned   subsidiary,
CommonPlaces,   LLC  ("CommonPlaces"),   YouthStream  Media  Networks,  Inc.,  a
newly-formed  Delaware  corporation  ("YouthStream"),  Nunet, Inc. and Nucommon,
Inc.,  wholly-owned  subsidiaries  of  YouthStream,  Mr. Peltz,  Benjamin Bassi,
chairman and chief executive officer of CommonPlaces, William Townsend, a senior
executive of CommonPlaces,  and Mark Palmer, a senior executive of CommonPlaces,
entered into an agreement and plan of merger (the "Merger  Agreement")  to merge
the Company and CommonPlaces into the subsidiaries of YouthStream, which will be
the holding company in the proposed corporate  restructuring of the Company.  If
the mergers are completed, stockholders of the Company and common unitholders of
CommonPlaces (other than the Company) will become stockholders of YouthStream. A
special meeting of stockholders of the Company will be held to consider and vote
upon a proposal to approve the transaction.

     In the mergers,  the holders of the Company's common stock will receive one
share of  YouthStream  common stock for each share of the Company they hold, and
holders of  CommonPlaces  common units will  receive 0.89 shares of  YouthStream
common  stock  for each  common  unit of  CommonPlaces  they  hold.  The  Merger
Agreement provides that each outstanding option or warrant to purchase shares of
the Company's  common stock issued pursuant to the Company's 1996 and 1997 stock
option plans or otherwise and each outstanding  option to purchase  CommonPlaces
common  units  issued  pursuant to  CommonPlaces'  1999 unit option plan will be
assumed by YouthStream  and will be deemed to constitute an option or warrant to
acquire,  on the same terms and conditions that were applicable to the Company's
stock option or CommonPlaces'  common unit option,  the same number of shares of
YouthStream  common stock as the holder of the option or warrant would have been
entitled to receive.

     The Merger Agreement provides that it may be terminated and the mergers may
be abandoned before the effective time of the mergers in certain  circumstances,
including  if  the  mergers  have  not  been  completed,  without  fault  of the
terminating party, on or before February 29, 2000.

     At the effective time of the mergers,  Messrs.  Bassi, Townsend and Palmer,
Mr. Peltz, individually and as voting trustee, and YouthStream will enter into a
stockholders  agreement,  under  which  they will  agree,  for a period of three
years,  to vote all their shares of common stock of  YouthStream in favor of the
election, as director, of Mr. Bassi and a nominee of Mr. Bassi and Mr. Peltz and
nominees  of  Mr.  Peltz  so  that,   subject  to  the  vote  of   YouthStream's
stockholders,  Mr. Peltz and his nominees will constitute at least a majority of
YouthStream's board of directors. Messrs. Bassi, Townsend, Palmer and Peltz also
will agree to limit transfers of their shares in YouthStream.


                                       11

<PAGE>



     At the effective time of the mergers, YouthStream,  Messrs. Bassi, Townsend
and Palmer and Mr.  Peltz,  as voting  trustee,  will enter into a voting  trust
agreement,  under which Messrs.  Bassi, Townsend and Palmer will transfer to Mr.
Peltz,  as voting  trustee,  50% of their shares of common stock of YouthStream,
which the voting trustee may vote during the term of the  agreement.  The voting
trust agreement will terminate upon the earliest of (i) a merger,  consolidation
or  combination of YouthStream  with another  business,  if, as a result of that
transaction,  Mr.  Peltz does not hold the  position  of  chairman of the board,
president,  chief executive  officer or chief operating  officer of the combined
entity; (ii) the date Mr. Peltz ceases to own of record or beneficially at least
10% of the number of shares of common stock of  YouthStream  he owns on the date
of the voting trust  agreement;  (iii) the death of Mr. Peltz; or (iv) Mr. Peltz
ceasing to serve as chairman of the board, president, chief executive officer or
chief operating officer of YouthStream.

     At the  effective  time of the mergers,  Mr. Bassi and Mr. Peltz will enter
into employment  agreements with YouthStream.  Mr. Bassi's employment  agreement
will  provide  that  Mr.  Bassi  will  serve as  president  of  YouthStream  and
CommonPlaces for a term of three years,  unless sooner  terminated in accordance
with the employment  agreement,  and he will report  directly to Mr. Peltz.  Mr.
Peltz's employment  agreement will provide that Mr. Peltz will serve as chairman
of the board and chief  executive  officer  of  YouthStream  for a term of three
years, unless sooner terminated in accordance with the employment agreement. Mr.
Bassi and Mr. Peltz will each receive a salary of $250,000 a year,  which may be
increased  through a raise or bonus of up to $40,000  following  the end of each
fiscal year at the discretion of  YouthStream's  board of directors,  based upon
performance.

     At the  effective  time  of the  mergers,  YouthStream  will  have a  stock
incentive plan, under which 2,500,000 shares of common stock of YouthStream will
be reserved for issuance in  connection  with grants of various types of options
and other stock-based awards, including the options that are converted under the
Merger Agreement.

     At the  effective  time of the  mergers,  Messrs.  Townsend and Palmer will
agree  to  vesting  provisions  with  respect  to  shares  of  common  stock  of
YouthStream  they  receive in the mergers  that will  insure that  substantially
similar vesting rights, including those related to termination of employment and
the change of  control of  YouthStream,  apply to the shares of  YouthStream  as
applied to the common units they held in CommonPlaces,  except that a portion of
their  shares in  YouthStream  will vest  earlier  than  their  common  units in
CommonPlaces.

     Provisions of  YouthStream's  certificate of  incorporation  and bylaws may
make it difficult for a third-party to acquire,  or may  discourage  acquisition
bids for,  YouthStream and could limit the price that certain investors might be
willing  to pay in the future for  shares of common  stock of  YouthStream.  For
example,  YouthStream's  certificate of incorporation  eliminates the ability of
stockholders  to act by written  consent  and its bylaws  further  provide  that
special  meetings of stockholders  may be called only by the board of directors,
the chairman of the board of  directors or the  president.  The  certificate  of
incorporation imposes  super-majority voting requirements in connection with the
amendment of any bylaw,  including those  provisions  relating to the classified
board of directors and the inability of  stockholders  to act by written consent
in lieu of a meeting.  In addition,  the board of directors of YouthStream  will
have the authority to issue, at any time, without  stockholder  approval,  up to
5,000,000  shares  of  preferred  stock  and to  determine  the  price,  rights,
privileges,  and preferences of those shares,  which may be senior to the rights
of holders of the common stock.  The issuance of a new class of preferred  stock
could  adversely  affect  the  holders  of common  stock and  could  dissuade  a
potential


                                       12

<PAGE>



acquiror  from  acquiring  outstanding  shares of common  stock at a price  that
represents a premium to the then current trading price.

     Finally,  at the effective time of the mergers,  YouthStream is expected to
adopt a  stockholder  rights plan to protect  stockholders  against  unsolicited
attempts to acquire control of the new holding  company.  The plan provides that
each outstanding share of common stock will have one right to purchase one-tenth
of a share of common stock attached to it; upon an acquiror's procurement of 15%
or more of  YouthStream's  common  stock,  each right will entitle the holder to
purchase  a number of shares of  common  stock of the  acquiror  having a market
value of twice the purchase price of each right.  The rights plan could have the
effect of dissuading a potential  acquiror from acquiring  outstanding shares of
YouthSteam common stock at a price that represents a premium to the then current
trading price.


                                       13

<PAGE>

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,  hereunto duly
authorized.



                                              NETWORK EVENT THEATER, INC.

                                              By:  /s/ Harlan D. Peltz
                                                 ------------------------
                                                  Harlan D. Peltz
                                                  Chief Executive Officer and
                                                  Chairman of the Board


Date: October 27, 1999




                                       14