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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                          PURSUANT TO SECTION 13 OR 15 (Dd) OF THE
                          SECURITIES EXCHANGE ACT OF 1934


         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCHMAY 924, 2005

                        YOUTHSTREAM MEDIA NETWORKS, INC.
             (Exact name of registrant as specified in its charter)



------------------------------------- ----------------------- ----------------------------
               Delaware                                              0-27556                                       13-4082185
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 (State or other jurisdiction of                          (Commission                               (I.R.S. Employer
jurisdiction incorporation or organization)            of               File Number)                        Identification Number)

-------------------------------------incorporation ----------------------- ----------------------------or
organization)


             244 Madison Avenue, PMB #358, New York, New York 10016
                              (Address of principal executive offices, including Zip Code)


       Registrant's telephone number, including area code: (212) 883-0083


                                 Not applicable
         (Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]     Written communications pursuant to Rule 425 under the Securities Act
           (17 CFR 230.425)

[ ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act
           (17 CFR 240.14a-12)

[ ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the
           Exchange Act (17 CFR 240.14d-2(b))

[ ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the
           Exchange Act (17 CFR 240.13e-4(c))





ITEM


Item 28.01 - COMPLETIONOther OF ACQUISITION OR DISPOSITION OF ASSETSInformation.

     On March 9, 2005 YouthStream Media Networks, Inc. (the "YouthStreamCompany") completed
itswas previouslyunable announcedto acquisitionfile ofits
Quarterly KESReport Acquisitionon Company,Form LLC10-QSB ("KES
Acquisition"),for the ownerquarterly andperiod operatorended ofMarch Kentucky Electric Steel31, a steel2005
mini-millwith locatedthe inSecurities Ashland,and KentuckyExchange Commission (the "AcquisitionSEC"). Pursuantby to
definitivethe agreementsextension executed with KES Holdings, LLC, a Delaware limiteddue
liabilitydate companyof ("KESH"),May and Atacama Capital Holdings23, Ltd2005., a British Virgin
Islands
On companyMay ("Atacama" and together with KESH16, collectively2005, the "Sellers"),
YouthStream,Company throughfiled its newly formed subsidiary YouthStream Acquisition Corp.,
a DelawareForm corporation12b-25 ("AcquisitionNotice Corp."),of acquiredLate 100%Filing ofwith the membership
interests of KES Acquisition by acquiring (i) a 37SEC.45% membershipAt interestsuch from
KESHtime, and (ii) all of the capitalCompany stockwas of,still Atacamain KES Holding Corporation, a
wholly-owned subsidiary of Atacama, the ownerprocess of theassembling remaining 62.55% membership
interest in KES Acquisition. As consideration for the Acquisition, Acquisition
Corp.information issuedrequired to thebe Sellersincluded (i) $40 million in promissoryits notes,March (ii) 2531,000
shares of2005 SeriesForm A Non10-ConvertibleQSB Preferred Stock with an aggregate liquidationQuarterly
valueReport ofdue $25to million and (iii) 100% of its authorizedrecent sharesacquisition of Seriesa B
Non-Votingnew Common Stockbusiness. YouthStream also contributed an aggregate of $500,000
to Acquisition Corp. as consideration for the issuance by Acquisition Corp. of
100% of its Series A Voting Common Stock. In addition, YouthStream willthe
periodicallyCompany's beindependent requiredregistered topublic purchaseaccounting sharesfirm ofwas Seriesstill Breviewing Preferred Stock of
Acquisition Corp.

     As a result of these transactions, YouthStream owns 80.01% of the common
stock,financial andinformation 100%with ofrespect theto votingsuch stock, of Acquisition Corpacquisition. The remainingCompany 19.99%and its
commonindependent stockregistered interestpublic inaccounting Acquisitionfirm Corp.are isworking ownedto bycomplete the Sellers. YouthStreamreview
will consolidate the operations of the MillCompany's through its ownership of KES
Acquisition commencing March 131, 2005.

     Robert Scottconsolidated Fritz,financial astatements directorfor of YouthStream, is an investor inclusion
in KESH.the Hal
G.Company's Byer,Quarterly anotherReport directoron ofForm YouthStream, is an employee of affiliates of10-QSB.
Libra/KES
In Investment Iaddition, LLC (collectively, "Libra"), the ManagerCompany ofhad KESHpreviously andfiled has
ana economicCurrent interestReport inon KESHForm through8-K his relationship with Libra. Certain otheron
affiliatesMarch of Libra are also investors in KESH14, including2005 truststo forreport the benefit
completion of Jess M. Ravich (the "Ravichacquisition Trusts") and certain of hisa familynew members. Mr.business
Ravicheffective isMarch a9, principal2005. ofThe LibraCompany and holdsits 1,860,000independent sharesregistered of YouthStream'spublic
commonaccounting stockfirm andare warrantsworking to purchasecomplete 500,000the sharesaudits of YouthStream's common
stock exercisable through August 31, 2008, as well as 1,000,000 shares of
YouthStream's redeemable preferred stock. Through his positions at Libra, Mr.
Ravich has managed the businessfinancial of KES Acquisition through February 28, 2005.statements
Bridge Notes with a principal amount of $1,650,000the andacquired $450,000business arefor payable to
the Ravichyears Trustsended andSeptember Libra30, respectively.2003 Messrs. Fritz and Byer2004, have eachand
previously acquired an option from the Ravichreviews Trusts for $2,500 ($0.04 per
share) to purchase 62,500 shares of YouthStream'sthe redeemableinterim preferredfinancial stock
issuedstatements tofor the Ravichthree Trustsmonths in January 2003, exercisable at $0.36 per shareended
until December 31, 20062003 or earlier upon the occurrence of certain events.

     On March 10, 2005, YouthStream issued a press release announcing that it
had completed the Acquisition. A copy of the press release is attached hereto
and is incorporated herein by reference2004.

ITEM 9.01These -financial FINANCIALstatements STATEMENTSare AND EXHIBITS

(a) Financial Statements of Business Acquired - The required financial
statementsto will be filed
as by YouthStream pursuant to an amendment to this Current
Report on Form 8-K no later than 71 calendar days after the dateMarch this14, initial
2005 Current Report on Form 8-K ison requiredor tobefore
May be25, filed2005.

(b) Pro Forma Financial Information - The requiredCompany prodoes formanot financial
informationexpect will be filed by YouthStream pursuant to anfile amendmentthe to this
Current Report on Form 8-K noamendment lateron than 71 calendar days after the date thisa
initialtimely Currentbasis Reportdue on Form 8-K is required to bethe filed.


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(c)delay Exhibits

         Exhibit
         Number          Description
         -------         -----------

         3.9            Restatedin Certificatecompleting ofthe Incorporationaudited offinancial YouthStream
                        Acquisitionstatements Corp.

         10.81          Securities Purchase Agreement, dated as of February 25,
                        2005,the byacquired andbusiness among YouthStream Media Networks, Inc.,
                        YouthStream Acquisition Corp., KES Holdings, LLC and
                        Atacama Capitalwill Holdings,file Ltd.

         10.82          Notesaid Purchaseamendment Agreement,as datedsoon as ofthe February 25, 2005,financial
                        bystatements andare among YouthStream Media Networks, Inccompleted.,
                        YouthStream Acquisition Corp., KES Holdings, LLC and
                        Atacama Capital Holdings, Ltd.

         10.83          Amended and Restated Management Services Agreement,
                        dated February 28, 2005, by and between KES Acquisition
                        Company, LLC and Pinnacle Steel, LLC.

         10.84          Form of YouthStream Acquisition Corp. 8.0% Subordinated
                        Secured Note Due February 28, 2015 in favor of KES
                        Holdings, LLC

         10.85          Form of YouthStream Acquisition Corp. 8.0% Subordinated
                        Secured Note Due February 28, 2015 in favor of Atacama
                        Capital Holdings, Ltd.

         10.86          Form of YouthStream Media Networks, Inc. Limited
                        Guaranty and Pledge Agreement in favor of Atacama
                        Capital Holdings, Ltd.

         10.87          Form of YouthStream Media Networks, Inc. Limited
                        Guaranty and Pledge Agreement in favor of KES Holdings,
                        LLC

         99.1           Press Release dated March 10, 2005




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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                                           YOUTHSTREAM MEDIA NETWORKS, INC.
                                                                           --------------------------------
                                                                                               (Registrant)



Date:  MarchMay 1124, 2005                                   By:   /s/ ROBERT N. WEINGARTEN
                                                                                    ------------------------
                                                                                    Robert N. Weingarten
                                                                                    Chief Financial Officer



















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