UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-K/A

Amendment No.1

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|-------------|----------------------------------------------------------------------------------------|
| **X**  | **ANNUAL REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934** |

For the fiscal year ended September 30,2004

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|------------------------------|--------------------------------------------------------------------------------------------|
|    ****  | **TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934** |

For the transition period from                                     to

Commission file number: 0-27556

YOUTHSTREAM MEDIANETWORKS, INC.

(Exact name of registrantas specified in its charter)

|                                                                                            |  |                                                       |  |  |  |  |
|--------------------------------------------------------------------------------------------|--|-------------------------------------------------------|--|--|--|--|
| **Delaware**(State or other jurisdiction of incorporation ororganization)                  |  | **13-4082185** (I.R.S. EmployerIdentification Number) |
| **244 Madison Avenue, PMB#358, New York, New York**(Address of PrincipalExecutive Offices) |  | **10016** (ZipCode)                                   |
|                                                                                            |

(212) 883-0083(Registrant'stelephone number, including Area Code)

Securitiesregistered pursuant to Section 12(b) of the Act:None

Securities registered pursuant to Section 12(g) of the Act:Common Stock, par value $0.01 per share

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant as required to file suchreports) and (2) has been subject to such filing requirements for thepast 90 days.

Yes[X]            No [    ]

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein,and will not be contained, to the best of registrant's knowledge,in definitive proxy or information statements incorporated by referencein Part III of this Form 10-K or any amendment to this Form 10-K.[X]

Indicate by check mark whether theregistrant is an accelerated filer (as defined in Exchange Act Rule12b-2 of the Act).

Yes [    ] No[X]

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Asof December 31, 2004, there were 39,242,000 shares of theregistrant's common stock outstanding.

As of December 31,2004, the aggregate market value of voting stock held by non-affiliatesof the registrant was $14,044,455 (based on the closing price of theregistrant's common stock on such date of $0.45 per share).

Documents incorporated by reference: None.

EXPLANATORYNOTE

This amended Annual Report on Form 10-K is being filed forthe purpose of amending Item 15. Exhibits and Financial StatementSchedules to include certain consents of the Company'sindependent registered public accounting firms with respect to theincorporation by reference in the Registration Statement (Form S-8 No.333-32022) pertaining to the YouthStream Media Networks, Inc. 2000Stock Incentive Plan of auditors' reports relating to financialstatements which appear in the Annual Report on Form 10-K for the yearended September 30, 2004.

The Company has made no furtherchanges to the Annual Report on Form 10-K as originally filed. Exceptas specifically noted herein, all other information in this amendedAnnual Report on Form 10-K is as of the date the Annual Report on Form10-K was originally filed. This amended Annual Report on Form 10-K isnot intended to provide an update of the Annual Report on Form 10-K asoriginally filed, and does not reflect any subsequent information orevents after the Annual Report on 10-K was originallyfiled.

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YOUTHSTREAM MEDIANETWORKS, INC.

ANNUAL REPORT ON FORM 10-K/A

AmendmentNo. 1

For the Fiscal Year Ended September 30, 2004

TABLE OF CONTENTS

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|--------------------------------------------------------------------------|--|--------|--------|--------|--|--|
|                                                                     |  | Page   |
| **Part IV**                                                              |  |   |   |   |
| Item15.    Exhibits and Financial StatementSchedules |  |   | 4      |   |
| SIGNATURES                                                               |  |   | 11     |   |
| INDEX TOEXHIBITS                                                         |  |   | 12     |   |
|                                                                          |

3

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Part IV

Item 15.    Exhibits and Financial StatementSchedules

(b) Exhibits:

|      |  |                                                                                                                                                                                                                               |  |  |  |  |
|------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 3.1  |  | Certificateof Incorporation (incorporated by reference to Exhibit 3.1 to theCompany's Registration Statement on Form SB-2, Registration No.33-80935, filed on March 6,1996).                                                  |
| 3.2  |  | Certificate of Amendment ofCertificate of Incorporation (incorporated by reference to Exhibit 3.2to the Company's Registration Statement on Form SB-2,Registration No. 33-80935, filed on March 6,1996).                      |
| 3.3  |  | Certificate of Amendment ofCertificate of Incorporation (incorporated by reference to Exhibit 3.3to the Company's Form 10-KSB for the fiscal year ended June 30,1998, filed May 27, 1998).                                    |
| 3.4  |  | Certificateof Designation for Preferred Stock of YouthStream Media Networks, Inc.(incorporated by reference to Exhibit 99.3 to the Company's Form8K filed February 7, 2003).                                                  |
| 3.5  |  | Certificateof Correction to the Certificate of Designation of Series A PreferredStock of YouthStream Media Networks, Inc. (incorporated by reference toExhibit 3.5 to the Company's Amended Form 10-K/A, filed March 5,2004). |
| 3.6  |  | Bylaws (incorporated by referenceto Exhibit 3.3 to the Company's Registration Statement on FormSB-2, Registration No. 33-80935, filed on March 6,1996).                                                                       |
| 3.7  |  | Bylaws (incorporated by referenceto Exhibit 4.2 to YouthStream's Registration Statement on FormS-8, Registration No. 333-32022, filed on March 9,2000).                                                                       |
| 3.8  |  | Amendment to Bylaws (incorporatedby reference to Exhibit 3.8 to the Company's Form 10-Q for thequarter ended June 30, 2004, filed August 13,2004).                                                                            |
| 4.1  |  | Warrant Agreement (incorporatedby reference to Exhibit 4.1 to the Company's RegistrationStatement on Form SB-2, Registration No. 33-80935, filed on March 6,1996).                                                            |
| 4.2  |  | Underwriter's Warrant(incorporated by reference to Exhibit 4.2 to the Company'sRegistration Statement on Form SB-2, Registration No. 33-80935, filedon March 6, 1996).                                                        |
| 10.1 |  | Employment StockOption Plan of the Company (incorporated by reference to Exhibit 10.1to the Company's Registration Statement on Form SB-2,Registration No. 33-80935, filed on March 6,1996).                                  |
| 10.2 |  | Employment Agreement between theCompany and Harlan D. Peltz (incorporated by reference to Exhibit 10.2to the Company's Registration Statement on Form SB-2,Registration No. 33-80935, filed on March 6,1996).                 |
| 10.3 |  | Employment Agreement between theCompany and Don Leeds (incorporated by reference to Exhibit 1 to theCompany's Form 10-QSB for the quarterly period ended June 30,1996).                                                       |
| 10.4 |  | Non-Incentive Stock OptionAgreement dated June 17, 1996 between the Company and Don Leedsincorporated by reference to Exhibit 10.3 to the Company's Form10-QSB for the quarterly period ended June 30,1996).                  |
| 10.5 |  | Employment Agreement between theCompany and Bruce L. Resnik (incorporated by reference to Exhibit 2 tothe Company's Form 10-QSB for the quarterly period endedSeptember 30, 1996).                                            |
|      |

4

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|       |  |                                                                                                                                                                                                                                                                                                             |  |  |  |  |
|-------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 10.6  |  | NET Portfolio InvestorsAgreement dated December 21, 1995 between the Company and NET PortfolioInvestors, L.P. (incorporated by reference to Exhibit 10.5 to theCompany's Registration Statement on Form SB-2, Registration No.33-80935, filed on March 6,1996).                                             |
| 10.7  |  | Standard Form of School Contract(incorporated by reference to Exhibit 10.8 to the Company'sRegistration Statement on Form SB-2, Registration No. 33-80935, filedon March 6, 1996).                                                                                                                          |
| 10.8  |  | Asset PurchaseAgreement dated September 13, 1996 among American Passage MediaCorporation, Gilbert Scherer, the Company and American Passage Media,Inc. (incorporated by reference to Exhibit 2 to the Company'sForm 8-K, filed on September 28,1996).                                                       |
| 10.9  |  | Option Agreement between theCompany and American Passage Media corporation (incorporated byreference to Exhibit 5 to the Company's Form 8-K, filed onSeptember 28, 1996).                                                                                                                                   |
| 10.10 |  | Bill of Sale andAgreement dated January 31, 1997 among SCCGS, Inc., Sirrom CapitalCorporation, Campus Voice, L.L.C. and the Company (incorporated byreference to Exhibit 10.23 to the Company's Form 10-KSB for thefiscal year ended June 30,1997).                                                         |
| 10.11 |  | Asset Purchase Agreement datedApril 11, 1997 among Posters Preferred, Inc., Dennis Roche, BrianGordon and the Company (incorporated by reference to Exhibit 10.30 tothe Company's Form 10-KSB for the fiscal year ended June 30,1997).                                                                      |
| 10.12 |  | Asset Purchase Agreement datedApril 30, 1997 among the Company, Pik:Nik Media, LLC, Pik:Nik, LLC andGarth Holsinger, Annett Schaefer-Sell and Sunny Smith (incorporated byreference to Exhibit 10.31 to the Company's Form 10-KSB for thefiscal year ended June 30,1997).                                   |
| 10.13 |  | Stock Purchase Agreement datedJune 24, 1997 among Warburg, Pincus Emerging Growth Fund, Inc., SmallCompany Growth Portfolio of Warburg, Pincus Institutional Fund, Inc.and the Company (incorporated by reference to Exhibit 10.32 to theCompany's Form 10-KSB for the fiscal year ended June 30,1997).     |
| 10.14 |  | Registration Rights Agreementdated June 24, 1997 among Warburg, Pincus Emerging Growth Fund, Inc.,Small Company Growth Portfolio of Warburg, Pincus Institution Fund,Inc., and the Company (incorporated by reference to Exhibit 10.33 tothe Company's Form 10-KSB for the fiscal year ended June 30,1997). |
| 10.15 |  | Stock Purchase Agreement datedDecember 23, 1997 between the Company and Dirrom Investments, Inc.(incorporated by reference to Exhibit 10.15 to the Company's Form10-KSB for the fiscal year ended June 30,1998).                                                                                            |
| 10.16 |  | Placement Manager Agreement(incorporated by reference to Exhibit 10.17 to the Company's Form10-KSB for the fiscal year ended June 30,1998).                                                                                                                                                                 |
| 10.17 |  | Form of Stock PurchaseAgreement (incorporated by reference to Exhibit 10.1 to theCompany's Form 10-KSB for the fiscal year ended June 30,1998).                                                                                                                                                             |
| 10.18 |  | Loan Agreement dated December30, 1997 between First Union National Bank, American Passage Media,Inc., Beyond the Wall, Inc. and Campus Voice, Inc. (incorporated byreference to Exhibit 10.18 to the Company's Form 10-KSB for thefiscal year ended June 30,1998).                                          |
| 10.19 |  | Unconditional Guaranty datedDecember 30, 1997 by the Company and National Campus Media, Inc. infavor of First Union National Bank (incorporated by reference toExhibit 10.19 to the Company's Form 10-KSB for the fiscal yearended June 30, 1998).                                                          |
|       |

5

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|       |  |                                                                                                                                                                                                                                                                                                                                                                             |  |  |  |  |
|-------|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 10.20 |  | Merger Agreement datedJune 9, 1999 among the Company, Trent Acquisition Co., Inc., TrentGraphics, Inc. and Charles Sirolly, Thomas Sirolly, Daniel Sirolly andWilliam Sirolly (incorporated by reference to Exhibit 2 to theCompany's Form 8-K filed June 24,1999).                                                                                                         |
| 10.21 |  | Asset Purchase Agreement datedJune 10, 1999 among the Company, Pik:Nik Media, Inc., HelloXpress USA,Inc., and Dalia Smith and Ron Smith (incorporated by reference toExhibit 2 to the Company's Form 8-K filed June 24,1999).                                                                                                                                               |
| 10.22 |  | Option Agreement dated August3, 1999 among the Company, New CW, Inc., CollegeWeb.com, Inc. and J.Alexander Chriss and Todd M. Ragaza (incorporated by reference toExhibit 10.22 to the Company's Form 10-KSB for the fiscal yearended June 30, 1999).                                                                                                                       |
| 10.23 |  | Agreement andPlan of Merger dated August 3 1999 among the Company, New CW, Inc.,CollegeWeb.com, Inc. and J. Alexander Chriss and Todd M. Ragaza(incorporated by reference to Exhibit 10.23 to the Company's Form10-KSB for the fiscal year ended June 30,1999).                                                                                                             |
| 10.24 |  | Operating Agreement of CommonPlaces, LLC (incorporated by reference to Exhibit 10.1 to theCompany's quarterly report on Form 10-QSB for the quarter endedDecember 31, 1998).                                                                                                                                                                                                |
| 10.25 |  | Agreement and Planof Merger dated June 28, 1999 among the Company, Common Places, LLC,YouthStream Media Networks, Inc., Nunet, Inc., Nucommon, Inc., a whollyowned subsidiary of New Parent, Harlan Peltz, Benjamin Bassi, WilliamTownsend and Mark Palmer (incorporated by reference to Exhibit 10.25 tothe Company's Form 10-KSB for the fiscal year ended June 30,1999). |
| 10.26 |  | Restated Certificate ofIncorporation of YouthStream Media Networks, Inc. (incorporated byreference to Exhibit 10.26 to the Company's Form 10-KSB for thefiscal year ended June 30,1999).                                                                                                                                                                                    |
| 10.27 |  | Rights Agreement betweenYouthStream Media Networks, Inc. and the Rights Agent (unsigned andundated) (incorporated by reference to Exhibit 10.27 to theCompany's Form 10-KSB for the fiscal year ended June 30,1999).                                                                                                                                                        |
| 10.28 |  | YouthStream Media Networks,Inc. 2000 Stock Incentive Plan (incorporated by reference to Exhibit10.28 to the Company's Form 10-KSB for the fiscal year ended June30, 1999).                                                                                                                                                                                                  |
| 10.29 |  | Voting Trust Agreementamong YouthStream Media Networks, Inc., Benjamin Bassi, WilliamTownsend, Mark Palmer, Harlan Peltz and the Voting Trustee(incorporated by reference to Exhibit 10.29 to the Company's Form10-KSB for the fiscal year ended June 30,1999).                                                                                                             |
| 10.30 |  | Stockholders Agreement amongYouthStream Media Networks, Inc., Benjamin Bassi, William Townsend,Mark Palmer, Harlan Peltz individually, Harlan Peltz as voting trustee(incorporated by reference to Exhibit 10.30 to the Company's Form10-KSB for the fiscal year ended June 30,1999).                                                                                       |
| 10.31 |  | Employment Agreement betweenYouthStream Media Networks, Inc. And Benjamin Bassi (incorporated byreference to Exhibit 10.31 to the Company's Form 10-KSB for thefiscal year ended June 30,1999).                                                                                                                                                                             |
| 10.32 |  | Employment Agreement betweenYouthStream Media Networks, Inc. And Harlan Peltz (incorporated byreference to Exhibit 10.32 to the Company's Form 10-KSB for thefiscal year ended June 30,1999).                                                                                                                                                                               |
| 10.33 |  | Merger Agreement dated December14, 1999 among the Company, Sixdegrees Acquisition Corp. andsixdegrees, inc. (incorporated by reference to Exhibit 10.33 to theCompany's Form 8-K filed January 20,2000).                                                                                                                                                                    |
|       |

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|       |  |                                                                                                                                                                                                                                                                                                                                                                                       |  |  |  |  |
|-------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 10.34 |  | Certificate ofDesignation of Series A Convertible Preferred Stock of the Company(incorporated by reference to Exhibit 10.34 to the Company's Form8-K filed January 20, 2000).                                                                                                                                                                                                         |
| 10.35 |  | 1999Stock Option Plan of the Company (incorporated by reference to Exhibit10.35 to the Company's Form 8-K filed January 20,2000).                                                                                                                                                                                                                                                     |
| 10.36 |  | 1999 Special Stock Option Planof the Company (incorporated by reference to Exhibit 10.36 to theCompany's Form 8-K filed January 20,2000).                                                                                                                                                                                                                                             |
| 10.37 |  | 1999 Special Incentive StockPlan of the Company (incorporated by reference to Exhibit 10.37 to theCompany's Form 8-K filed January 20,2000).                                                                                                                                                                                                                                          |
| 10.38 |  | Employment Agreement dated June20, 2000 between YouthStream Media Networks, Inc. and James G. Lucchesi(incorporated by reference to Exhibit 10.38 to the Company's Form10-KSB filed September 27,2000).                                                                                                                                                                               |
| 10.39 |  | Non-Qualified Stock OptionAgreement of James G. Lucchesi dated June 20, 2000 (incorporated byreference to Exhibit 10.39 to the Company's Form 10-KSB filedSeptember 27, 2000).                                                                                                                                                                                                        |
| 10.40 |  | Amendment toEmployment Agreement as of June 20, 2000 between YouthStream MediaNetworks, Inc. and Harlan D. Peltz (incorporated by reference toExhibit 10.40 to the Company's Form 10-KSB filed September 27,2000).                                                                                                                                                                    |
| 10.41 |  | Employment Agreement dated July1, 2000 between YouthStream Media Networks, Inc. and Thea A. Winarsky(incorporated by reference to Exhibit 10.41 to the Company's Form10-KSB filed September 27,2000).                                                                                                                                                                                 |
| 10.42 |  | Merger Agreement dated July 13,2000 among YouthStream Media Networks, Inc., W3T Acquisition, Inc., awholly-owned subsidiary of YouthStream, W3T.com, Inc., Gerald Croteau,Eugene Bellotti, Donald Dion, Richard King, James Westra, Mark Fusco,Suzanne W. Bookstein and John Genest (incorporated by reference toExhibit 10.42 to the Company's Form 10-KSB filed September 27,2000). |
| 10.43 |  | Consulting and Non-CompetitionAgreement dated July 25, 2000 between YouthStream Media Networks, Inc.and Andrew P. Weinreich (incorporated by reference to Exhibit 10.43 tothe Company's Form 10-KSB filed September 27,2000).                                                                                                                                                         |
| 10.44 |  | Amendment No. 1 dated July 28,2000 to Stockholders Agreement dated February 28, 2000 amongYouthStream Media Networks, Inc., Benjamin Bassi, William Townsend,Mark Palmer, Harlan D. Peltz, individually, and Harlan D. Peltz, asvoting trustee (incorporated by reference to Exhibit 10.44 to theCompany's Form 10-KSB filed September 27,2000).                                      |
| 10.45 |  | Non-Qualified Stock OptionAgreement of Thea A. Winarsky dated August 16, 2000 (incorporated byreference to Exhibit 10.45 to the Company's Form 10-KSB filedSeptember 27, 2000).                                                                                                                                                                                                       |
| 10.46 |  | Non-QualifiedStock Option Agreement of James G. Lucchesi dated September 26, 2000(incorporated by reference to Exhibit 10.46 to the Company's Form10-KSB filed September 27,2000).                                                                                                                                                                                                    |
| 10.47 |  | Non-Qualified Stock OptionAgreement of James G. Lucchesi dated July 2,2001.                                                                                                                                                                                                                                                                                                           |
| 10.48 |  | Non-Qualified Stock OptionAgreement of James G. Lucchesi dated July 2,2001.                                                                                                                                                                                                                                                                                                           |
| 10.49 |  | Amendment to the EmploymentAgreement (dated June 20, 2000) dated June 29, 2001 for James G.Lucchesi.                                                                                                                                                                                                                                                                                  |
|       |

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|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |  |  |  |
|-------|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 10.50 |  | Amendment toNon-Qualified Stock Option Agreement (dated July 31, 2000) dated June29, 2001 for James G.Lucchesi.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.51 |  | Amendment to Non-QualifiedStock Option Agreement (dated June 20, 2000) dated June 29, 2001 forJames G. Lucchesi.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.52 |  | Asset PurchaseAgreement by and between Alloy, Inc., Cass Communications, Inc.,YouthStream Media Networks, Inc., American Passage Media, Inc. andNetwork Event Theater, Inc., dated August 5, 2002 (incorporated byreference to Exhibit 10-1 to the Company's Form 8K filed August20, 2002).                                                                                                                                                                                                                                                                                                                                                                     |
| 10.53 |  | Restructuring Agreementdated as of January 20, 2003 by and among YouthStream Media Networks,Inc., and its subsidiary, Network Event Theater, Inc., the UnitedStates Small Business Administration as Receiver for InterequityCapital Partners, LP, TCW Shared Opportunity Fund II, L.P., SharedOpportunity Fund IIB, LLC, The Charles and Adele Thurnher Living TrustDated December 7, 1989, The Morrish Community Property Trust DatedApril 15, 1998, and Jean Smith, Stanley J. Schrager, RichardCoppersmith, Rand Ravich and Jess M. Ravich, individually (incorporatedby reference to Exhibit 99.2 to the Company's Form 8K filedFebruary 7, 2003).         |
| 10.54 |  | Promissory NoteIssued from Beyond the Wall, Inc. to The Ravich Revocable Trust of 1989(incorporated by reference to Exhibit 99.4 to the Company's Form8K filed February 7, 2003).                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.55 |  | PromissoryNote Issued from Beyond the Wall, Inc. to Interequity Capital Partners,LP. incorporated by reference to Exhibit 99.5 to the Company'sForm 8K filed February 7, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.56 |  | MutualRelease by and between each of Ravich Revocable Trust of 1989, LibraSecurities, LLC, the United States Small Business Administration asReceiver for Interequity Capital Partners, LP, TCW Shared OpportunityFund II, L.P., Shared Opportunity Fund IIB, LLC, The Charles and AdeleThurnher Living Trust Dated December 7, 1989, The Morrish CommunityProperty Trust Dated April 15, 1998, and Jean Smith, Stanley J.Schrager, Richard Coppersmith, Rand Ravich and Jess M. Ravich,individually, YouthStream Media Networks, Inc. and Network EventTheater, Inc. (incorporated by reference to Exhibit 99.6 to theCompany's Form 8K filed February 7,2003. |
| 10.57 |  | Letter by Libra Securities, LLC.(incorporated by reference to Exhibit 99.7 to the Company's Form8K filed February 7, 2003)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.58 |  | ExistingDirector Release to YouthStream Media Networks, Inc. (incorporated byreference to Exhibit 99.8 to the Company's Form 8K filed February7, 2003).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.59 |  | Ravich Security Agreement byand among YouthStream Media Networks, Inc., and The Ravich RevocableTrust of 1989 and the United States Small Business Administration, asReceiver for Interequity Capital Partners, LP. (incorporated byreference to Exhibit 99.9 to the Company's Form 8K filed February7, 2003).                                                                                                                                                                                                                                                                                                                                                  |
| 10.60 |  | Amendment No. 1 toRestructuring Agreement dated as of January 23, 2003 by and amongYouthStream Media Networks, Inc., and its subsidiary, Network EventTheater Inc., each of which is a Delaware corporation, and the RavichRevocable Trust of 1989. (incorporated by reference to Exhibit 99.10 tothe Company's Form 8K filed February 7,2003).                                                                                                                                                                                                                                                                                                                 |
| 10.61 |  | Amendment No. 2 toRestructuring Agreement dated as of January 24, 2003 by and betweenYouthStream Media Networks, Inc., its subsidiary, Network Event TheaterInc., each of which is a Delaware corporation, the Ravich RevocableTrust of 1989 and the United States Small Business Administration asReceiver for Interequity Capital Partners, LP. (incorporated byreference to Exhibit 99.11 to the Company's Form 8K filedFebruary 7, 2003).                                                                                                                                                                                                                   |
|       |

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|       |  |                                                                                                                                                                                                                                                                                                                                                              |  |  |  |  |
|-------|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 10.62 |  | Agreement dated June 9,2003 by and among YouthStream Media Networks, Inc., Network EventTheater, Inc., Beyond the Wall, Inc., the Ravich Revocable Trust of1989 and the United States Small Business Administration as Receiverfor Interequity Capital Partners, LP. (incorporated by reference toExhibit 99.1 to the Company's Form 8K filed June 16,2003). |
| 10.63 |  | Amendment No. 1 to PromissoryNote dated January 24, 2003 issued to the Ravich Revocable Trust of1989. (incorporated by reference to Exhibit 99.2 to the Company'sForm 8K filed June 16,2003).                                                                                                                                                                |
| 10.64 |  | Amendment No. 1 to PromissoryNote dated January 24, 2003 issued to Interequity Capital Partners, LP.(incorporated by reference to Exhibit 99.3 to the Company's Form8K filed June 16,2003).                                                                                                                                                                  |
| 10.65 |  | Inter-Creditor Agreementbetween the Ravich Revocable Trust of 1989 and Jonathan V. Diamond,dated August 13, 2003 (incorporated by reference to Exhibit 10.1 to theCompany's Form 8K filed September 11,2003).                                                                                                                                                |
| 10.66 |  | Promissory Note for $100,000from Beyond the Wall, Inc., to Jonathan V. Diamond, dated August 13,2003 (incorporated by reference to Exhibit 10.2 to the Company'sForm 8K filed September 11,2003).                                                                                                                                                            |
| 10.67 |  | Promissory Note for $100,000from Beyond the Wall, Inc. to the Ravich Revocable Trust of 1989, datedAugust 13, 2003 (incorporated by reference to Exhibit 10.3 to theCompany's Form 8K filed September 11,2003).                                                                                                                                              |
| 10.68 |  | Mortgage from Beyond the Wall,Inc. to Jonathan V. Diamond, dated August 13, 2003 (incorporated byreference to Exhibit 10.4 to the Company's Form 8K filedSeptember 11, 2003).                                                                                                                                                                                |
| 10.69 |  | Mortgage fromBeyond the Wall, Inc. to the Ravich Revocable Trust of 1989, datedAugust 13, 2003 (incorporated by reference to Exhibit 10.5 to theCompany's Form 8K filed September 11,2003).                                                                                                                                                                  |
| 10.70 |  | Warrant Certificate to acquire400,000 shares of common stock, dated August 13, 2003, issued by theCompany to Jonathan V. Diamond (incorporated by reference to Exhibit10.6 to the Company's Form 8K filed September 11,2003).                                                                                                                                |
| 10.71 |  | Warrant Certificate to acquire400,000 shares of common stock, dated August 13, 2003, issued by theCompany to the Ravich Revocable Trust of 1989 (incorporated byreference to Exhibit 10.7 to the Company's Form 8K filedSeptember 11, 2003).                                                                                                                 |
| 10.72 |  | Warrant HolderRights Agreement with respect to 400,000 shares of common stock,between the Company and Jonathan V. Diamond, dated August 13, 2003(incorporated by reference to Exhibit 10.8 to the Company's Form8K filed September 11, 2003).                                                                                                                |
| 10.73 |  | WarrantHolder Rights Agreement with respect to 400,000 shares of common stock,between the Company and the Ravich Revocable Trust of 1989, datedAugust 13, 2003 (incorporated by reference to Exhibit 10.9 to theCompany's Form 8K filed September 11,2003).                                                                                                  |
| 10.74 |  | Promissory Note for $25,000from the Company to Jonathan V. Diamond, dated August 28, 2003(incorporated by reference to Exhibit 10.10 to the Company's Form8K filed September 11,2003).                                                                                                                                                                       |
| 10.75 |  | Promissory Note for $25,000from the Company to the Ravich Revocable Trust of 1989, dated August28, 2003 (incorporated by reference to Exhibit 10.11 to theCompany's Form 8K filed September 11,2003).                                                                                                                                                        |
|       |

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|       |  |                                                                                                                                                                                                                                               |  |  |  |  |
|-------|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 10.76 |  | Warrant Certificate toacquire 100,000 shares of common stock, dated August 28, 2003, issuedby the Company to Jonathan V. Diamond (incorporated by reference toExhibit 10.12 to the Company's Form 8K filed September 11,2003).                |
| 10.77 |  | Warrant Certificate to acquire100,000 shares of common stock, dated August 28, 2003, issued by theCompany to the Ravich Revocable Trust of 1989 (incorporated byreference to Exhibit 10.13 to the Company's Form 8K filedSeptember 11, 2003). |
| 10.78 |  | Asset PurchaseAgreement, by and among Beyond the Wall, Inc., Clive Corporation, Inc.and the Company (incorporated by reference to Exhibit 10.1 to theCompany's Form 8-K, filed March 11,2004).                                                |
| 10.79 |  | Agreement of Sale betweenBeyond the Wall, Inc. and 1903 West Main Street Realty Management, LLC(incorporated by reference to Exhibit 10.2 to the Company's Form8-K, filed March 11, 2004).                                                    |
| 10.80 |  | SecuredPromissory Note (incorporated by reference to Exhibit 10.3 to theCompany's Form 8-K, filed March 11,2004).                                                                                                                             |
| 14.1  |  | Code of Ethics—CEO(incorporated by reference to Exhibit 14.1 to the Company'sAmended Form 10-K/A, filed March 5,2004).                                                                                                                  |
| 14.2  |  | Code of Ethics—CFO(incorporated by reference to Exhibit 14.2 to the Company'sAmended Form 10-K/A, filed March 5,2004).                                                                                                                  |
| 16.1  |  | Letter from Ernst & YoungLLP addressed to the Securities and Exchange Commission (incorporatedby reference to Exhibit 16.1 to the Company's Form 8K filed July2, 2003).                                                                   |
| 21    |  | Subsidiaries of the Company ofthe Company (incorporated by reference to Exhibit 21 to theCompany's June 30, 2001 Form 10-K filed August 31,2001).                                                                                             |
| 23.1* |  | Consent of Weinberg &Company, P.A.                                                                                                                                                                                                        |
| 23.2* |  | Consent of Ernst& Young LLP                                                                                                                                                                                                               |
| 31.1* |  | Certification ofCEO                                                                                                                                                                                                                           |
| 31.2* |  | Certification ofCFO                                                                                                                                                                                                                           |
| 32*   |  | Certification of CEO andCFO                                                                                                                                                                                                                   |
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| * | Filedherewith |

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused thisreport to be signed on its behalf by the undersigned, thereunto dulyauthorized.

|                                              |  |                                                                                                                                                                                                                                                                                              |  |        |  |  |  |  |  |  |
|----------------------------------------------|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------|--|--|--|--|--|--|
| Date:    January28, 2005 |  | YOUTHSTREAM MEDIA NETWORKS,INC.                                (Registrant)                                                  |  |   |
|                                         |  |                                                                                                                                                                                                                                                                                         |  |   |
|                                         |  |
|                                         |  | By:    /s/ROBERT N. WEINGARTEN                 Robert N.Weingarten                Chief FinancialOfficer |  |
|                                              |

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YouthStream MediaNetworks, Inc. Annual Report on Form 10-K/A Amendment No.1 Fiscal Year Ended September 30, 2004

INDEX TOEXHIBITS

|                |  |                                        |  |  |  |  |
|----------------|--|----------------------------------------|--|--|--|--|
| Exhibit Number |  | ExhibitTitle                           |
| 23.1           |  | Consent of Weinberg &Company, P.A. |
| 23.2           |  | Consent of Ernst &Young LLP        |
| 31.1           |  | Certification ofCEO                    |
| 31.2           |  | Certification ofCFO                    |
| 32             |  | Certification of CEO andCFO            |
|                |

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