UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (Date of Earliest Event Reported): August 31, 2006
YouthStream
Media Networks, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-27556
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13-4082185
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation
or organization)
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File
Number)
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Identification
Number)
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9003
Cincinnati Dayton Rd., West Chester, Ohio 45069
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code: (513) 779-2054
244
Maidson Avenue, PMB#358, New York, NY 10016
(Former
name or former address, if changed since last report.)
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
(b)
On
August 31, 2006, James N. Lane resigned from his position as a Director of
YouthStream Media Networks, Inc. (the “Company”).
There
were no disagreements between the Company and Mr. Lane regarding the Company’s
operations, policies or practices. Additionally, as previously reported in
the
Company’s current report on Form 8-K filed on June 26, 2006, Jonathan V.
Diamond, the Company’s Chief Executive Officer, Director and President, and
Robert N. Weingarten, the Company’s Chief Financial Officer, Director and
Secretary, resigned effective as of August 31, 2006.
(c)
Effective as of August 31, 2006, the Board of Directors (the “Board”)
appointed John Scheel to serve as the Company’s Chief Executive Officer and
President and appointed Donald Reisenberg to serve as the Company’s Chief
Financial Officer and Secretary. Mr. Scheel is 51 years
old
and currently serves as the Chief Operating Officer of Pinnacle Steel, LLC
(“Pinnacle”)
and,
pursuant to the Management Services Agreement between the Company’s
subsidiary,
KES
Acquisition Company, LLC (“KES
Acquisition”)
and Pinnacle, as plant manager of the steel mini-mill
located in Ashland, Kentucky (the “Mill”)
and
owned by KES
Acquisition. Mr.
Scheel has been plant manager of the Mill since January of 2004 and has been
Chief Operating Officer of Pinnacle since September 2002. Prior to joining
Pinnacle, Mr. Scheel was Vice President of Operations for Birmingham Steel
Management from July 2001 to September 2002. Mr. Scheel holds a B.S. degree
in
Metallurgical Engineering from Purdue University and Master of Business
Administration in Finance and International Business from Xavier University.
Mr.
Reisenberg is 52 years
old
and currently serves as Chief Financial Officer at Pinnacle, a position he
has
held since June 2003.
Mr.
Reisenberg also has a certified public accounting practice concentrating on
accounting services for small and medium size businesses, which he started
in
1995. Prior to joining Pinnacle, Mr. Reisenberg, served as Director of
Purchasing and Transportation at Armco Steel Co., L.P. (“Armco”)
from
1992 to 1995. Mr. Reisenberg held various positions with Armco from 1978 to
1995. Mr. Reisenberg holds a B.S. degree in Accounting and Business from
University of Cincinnati.
There
are
no family relationships and there have been no related party transactions
between the Company and Messrs. Scheel and Reisenberg.
Mr.
Scheel and Mr. Reisenberg will each receive an annual salary of $60,000 and
will
each be granted options to purchase 200,000 shares of the Company’s common stock
under the Company’s 2000 Stock Option Plan. There are no employment agreements
between Mr. Scheel or Mr. Reisenberg and the Company.
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.
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YOUTHSTREAM
MEDIA
NETWORKS, INC.
(Registrant) |
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By: |
/s/ John
Scheel |
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John
Scheel |
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Chief
Executive Officer and President |
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Date:
September 7, 2006
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