AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 2004

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13E-3

TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 13e-3 THEREUNDER

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE
ACT OF 1934

(AMENDMENT NO. 1)

STUDENT ADVANTAGE, INC.

(Name of Issuer)

STUDENT ADVANTAGE, INC.
ATHENA VENTURES PARENT, INC.
ATHENA VENTURES ACQUISITION SUB, INC.
RAYMOND V. SOZZI, JR.

(Name of Person(s) Filing Statement)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

86386Q30 3
(CUSIP Number of Class of Securities)

RAYMOND V. SOZZI, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ATHENA VENTURES PARENT, INC.
ATHENA VENTURES ACQUISITION SUB, INC.
STUDENT ADVANTAGE, INC.
280 SUMMER STREET
BOSTON, MASSACHUSETTS 02210
(617) 912-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notice
and Communications on Behalf of Person(s) Filing Statement)

COPIES TO:

Alan I. Annex, Esq. Peter N. Handrinos, Esq. Steven M. Lutt, Esq.
Greenberg Traurig, LLP Hale and Dorr LLP Shack Siegel Katz & Flaherty P.C.
200 Park Avenue 60 State Street 530 Fifth Avenue
New York, New York 10166 Boston, Massachusetts 02109 New York, New York 10036
(212) 801-9323 (617) 526-6000 (212) 782-0710

This statement is filed in connection with:

a. [X] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13d-3(c) under the Securities
Exchange Act of 1934.

b. [ ] The filing of a registration statement under the Securities Act of 1933.

c [ ] A tender offer

d. [ ] None of the above.

Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X]

Check the following box if this is a final amendment reporting the results
of the transaction:[ ]

CALCULATION OF FILING FEE

TRANSACTION VALUATION* AMOUNT OF FILING FEE

$564,175 $45.64

* For purposes of calculating fee only. This amount assumes the purchase at a
price of $1.05 per share of 537,309 outstanding shares of Company Common Stock.
The amount of the filing fee, calculated in accordance with Regulation 240.0-11
of the Securities Exchange Act of 1934, equals 1/50th of one percent of the
value of the shares purchased, plus 1/50th of one percent of the average spread
of the options settled.

[X] Check box if any part of the fee is offset as provided in Rule 0-11(a) (2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or schedule and
the date of its filing.

Amount Previously Paid: $45.64 Filing Party: Student Advantage, Inc.

Form or Registration No.: Schedule 14A Date Filed: December 22, 2003

INTRODUCTION

This Amendment No. 1 to Transaction Statement on Schedule 13E-3 (this
"Schedule 13E-3") is being filed jointly by (i) Student Advantage, Inc., a
Delaware corporation and the issuer of the equity securities which are the
subject of the Rule 13E-3 transaction ("Student Advantage"), (ii) Athena
Ventures Parent, Inc., a Delaware corporation ("Athena Ventures"), formed by
Raymond V. Sozzi, Jr. for the purpose of effecting the Merger (as defined
below), (iii) Athena Ventures Acquisition Sub, Inc., a Delaware corporation
("Acquisition Sub"), and a wholly-owned subsidiary of Athena Ventures, and (iv)
Raymond V. Sozzi, Jr., Chairman of the Board, Chief Executive Officer and
President of Student Advantage, sole stockholder of Athena Ventures and
President and sole director of each of Athena Ventures and Acquisition Sub,
pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and Rule 13e-3 thereunder. This Schedule 13E-3 relates to
the proposed merger (the "Merger") of Acquisition Sub with and into Student
Advantage pursuant to an Agreement and Plan of Merger, dated as of November 18,
2003, by and among Student Advantage, Athena Ventures and Acquisition Sub (the
"Merger Agreement").

In the Merger and pursuant to the terms and conditions set forth in the
Merger Agreement, Acquisition Sub will merge with and into Student Advantage,
with Student Advantage as the surviving company. At the effective time of the
Merger, each issued and outstanding share of common stock, par value $0.01 per
share, of Student Advantage (the "Shares") (other than Shares held by (1)
Student Advantage or any of its subsidiaries, (2) Athena Ventures (including
shares contributed by Mr. Sozzi to Athena Ventures immediately prior to the
consummation of the Merger) or any wholly owned subsidiary of Athena Ventures,
and (3) stockholders who perfect their rights under Delaware law to dissent from
the Merger and seek the fair value of their Shares), will be converted into and
become the right to receive $1.05 per share in cash, without interest.

Concurrently with the filing of this Schedule 13E-3, Student Advantage is
filing a preliminary proxy statement (the "Proxy Statement") pursuant to
Regulation 14A of the Exchange Act, relating to the Special Meeting of
stockholders of Student Advantage at which the stockholders of Student Advantage
will consider and vote upon a proposal to approve and adopt the Merger Agreement
and authorize the Merger thereby, and a Purchase and Sale Agreement by and
between Student Advantage and NCSN, Inc., and the transactions contemplated
thereby, pursuant to which Student Advantage will sell assets related to its
college sports business and college newspaper business (the "Asset Sale"). A
copy of the Proxy Statement is attached hereto as Exhibit (a)(2). A copy of the
Merger Agreement is attached as Appendix A to the Proxy Statement and a copy of
the Purchase and Sale Agreement is attached as Appendix B to the Proxy
Statement.

The information set forth in the Proxy Statement, including all schedules,
exhibits, appendices and annexes thereto, is hereby expressly incorporated
herein by reference and the responses to each item in this Schedule 13E-3 are
qualified in their entirety by the information contained in the Proxy Statement
and the schedules, exhibits, appendices and annexes thereto. Capitalized terms
used but not defined herein shall have the meanings ascribed to such terms in
the Proxy Statement.

ITEM 1. SUMMARY TERM SHEET.

The information contained in the sections entitled "Summary Term Sheet" in the
Proxy Statement is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

(a) Name and Address. Student Advantage is the subject company of this Schedule
13E-3. Student Advantage's principal executive offices are located at 280
Summer Street, Boston, Massachusetts 02210, and its telephone number is (617)
912-2000.

(b) Securities. The information contained in the section entitled "Market for
the Common Stock - Price Range of Student Advantage Common Stock" in the Proxy
Statement is incorporated herein by reference.

(c) Trading Market and Price. The information contained in the section entitled
"Market for the Common Stock - Price Range of Student Advantage Common Stock" in
the Proxy Statement is incorporated herein by reference.

(d) Dividends. The information contained in the section entitled "Market for the
Common Stock - Dividends Policy" in the Proxy Statement is incorporated herein
by reference.

(e) Prior Public Offerings. None of the filing persons has made an underwritten
public offering of Student Advantage Common Stock during the past three years
that was registered under the Securities Act of 1933 or exempt from
registration under Regulation A.

(f) Prior Stock Purchases. The information with respect to each of the filing
persons contained in the section entitled "Beneficial Ownership of Voting Stock
- - Prior Stock Purchases and Other Transactions" in the Proxy Statement is
incorporated herein by reference.

ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSONS.

(a),(c) Name and Address; Business and Background of Natural Persons. With
respect to Student Advantage, the information contained in the sections
entitled "Summary Term Sheet - The Transactions - The Parties" and "Information
about Student Advantage - Directors and Officers of Student Advantage" in the
Proxy Statement is incorporated herein by reference.

With respect to Athena Ventures and Acquisition Sub, the information contained
in the sections entitled "Summary Term Sheet - The Transactions - The Parties"
and "Information about Athena Ventures and Acquisition Sub - Directors and
Officers of Athena Ventures and Acquisition Sub" in the Proxy Statement is
incorporated herein by reference.

With respect to Raymond V. Sozzi, Jr., the information contained in the
sections entitled "Summary Term Sheet - The Transactions - The Parties" and
"Information about Student Advantage - Directors and Officers of Student
Advantage" in the Proxy Statement is incorporated herein by reference.

(b) Business and Background of Entities. With respect to Student Advantage, the
information contained in the sections entitled "Special Factors - The Parties,"
and "Information About Student Advantage" in the Proxy Statement is
incorporated herein by reference.

With respect to Athena Ventures and Acquisition Sub, the information contained
in the sections entitled "Special Factors - The Parties," and "Information
About Athena Ventures and Acquisition Sub" in the Proxy Statement is
incorporated herein by reference.

With respect to Raymond V. Sozzi, Jr., the information contained in the section
entitled "Special Factors - The Parties" in the Proxy Statement is incorporated
herein by reference.

ITEM 4. TERMS OF THE TRANSACTION.

(a)(1) Tender Offers. Not applicable.

(a)(2) Mergers or Similar Transactions

(a)(2)(i) Transaction Description. The information contained in the section
entitled "The Merger Agreement" and "The Purchase and Sale Agreement" in the
Proxy Statement is incorporated herein by reference.

(a)(2)(ii) Consideration. The information contained in the sections entitled
"The Merger Agreement - Conversion of Common Stock" and "Special Factors -
Athena Ventures' Financing of the Merger" in the Proxy Statement is incorporated
herein by reference.

(a)(2)(iii) Reasons for Transaction. With respect to Student Advantage, the
information contained in the sections entitled "Special Factors - Background of
the Transactions," "Special Factors - Recommendation of the Board of Directors;
Fairness of the Transactions," "Special Factors - Reasons for the Special
Committee's Recommendation," "Special Factors - Reasons for the Board of
Directors' Recommendation," "Special Factors - Purpose and Structure of the
Merger," and "Special Factors - Purpose of the Asset Sale" in the Proxy
Statement is incorporated herein by reference.

With respect to Athena Ventures and Acquisition Sub, the information contained
in the section entitled "Special Factors - Purpose and Structure of the Merger"
in the Proxy Statement is incorporated herein by reference.

With respect to Raymond V. Sozzi, Jr., the information contained in the sections
entitled "Special Factors - Background of the Transactions" and "Special Factors
- - Purpose and Structure of the Merger" in the Proxy Statement is incorporated
herein by reference.

(a)(2)(iv) Vote Required for Approval. The information contained in the section
entitled "The Special Meeting - Vote Required" in the Proxy Statement is
incorporated herein by reference.

(a)(2)(v) Material Differences in the Rights of Security Holders. The
information contained in the sections entitled "The Merger Agreement" and
"Special Factors - Effects of the Merger" in the Proxy Statement is incorporated
herein by reference.

(a)(2)(vi) Accounting Treatment. The information contained in the section
entitled "The Transactions - Accounting Treatment" in the Proxy Statement is
incorporated herein by reference.

(a)(2)(vii) Income Tax Consequences. The information contained in the section
entitled "The Transactions - Certain Material United States Federal Income Tax
Considerations" in the Proxy Statement is incorporated herein by reference.

(c) Different Terms. The information contained in the sections entitled "Special
Factors - Effects of the Merger," "The Merger Agreement" and "The Special
Meeting - Vote Required" in the Proxy Statement is incorporated herein by
reference.

(d) Appraisal Rights. The information contained in the section entitled "Other
Matters - Dissenters' Rights of Appraisal" and Appendix E in the Proxy Statement
is incorporated herein by reference.

(e) Provisions For Unaffiliated Security Holders. None.

(f) Eligibility for Listing or Trading. Not applicable.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

(a) Transactions. With respect to Raymond V. Sozzi, Jr. and Student Advantage,
the information contained in the section entitled "Interests of Raymond V.
Sozzi, Jr.; Appointment of the Special Committee; Certain Relationships -
Certain Transactions" in the Proxy Statement is incorporated herein by
reference.

With respect to Athena Ventures and Acquisition Sub, the information contained
in the sections entitled "Summary Term Sheet - The Parties," "Special Factors
- - The Parties," and "Information About Athena Ventures and Acquisition Sub -
Athena Ventures and Acquisition Sub" in the Proxy Statement is incorporated
herein by reference.

(b),(c) Significant Corporate Events; Negotiations or Contacts. With respect to
Student Advantage, the information contained in the sections entitled "Special
Factors - Background of the Transactions," "The Merger Agreement," and "The
Purchase and Sale Agreement" in the Proxy Statement is incorporated herein by
reference.

With respect to Athena Ventures and Acquisition Sub, the information contained
in the section entitled "The Merger Agreement" in the Proxy Statement is
incorporated herein by reference.

With respect to Raymond V. Sozzi, Jr., the information contained in the sections
entitled "Special Factors - Background of the Transactions" and "The Merger
Agreement" in the Proxy Statement is incorporated herein by reference.

(e) Agreements Involving the Subject Company's Securities. With respect to
Student Advantage, Athena Ventures and Acquisition Sub, the information
contained in the section entitled "The Merger Agreement" in the Proxy
Statement is incorporated herein by reference.

With respect to Raymond V. Sozzi, Jr., the information contained in the sections
entitled "The Special Meeting - Vote Required," "Interests of Raymond V. Sozzi,
Jr.; Appointment of Special Committee; Certain Relationships - Voting Agreement
with Raymond V. Sozzi, Jr.," "The Merger Agreement," and "The Purchase and Sale
Agreement - Other Agreements Relating to the Sale - Voting Agreement" in the
Proxy Statement is incorporated herein by reference.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(b) Use of Securities Acquired. The information contained in the sections
entitled "The Merger Agreement" and "Special Factors - Effects of the Merger" in
the Proxy Statement is incorporated herein by reference.

(c) Plans. With respect to Student Advantage, the information contained in the
sections entitled "Special Factors - Effects of the Merger," "The Merger
Agreement," "Special Factors - Effects of the Asset Sale" and "The Purchase and
Sale Agreement" in the Proxy Statement is incorporated herein by reference.

With respect to Athena Ventures, Acquisition Sub and Raymond V. Sozzi, Jr., the
information contained in the sections entitled "Special Factors - Effects of
the Merger" and "The Merger Agreement" in the Proxy Statement is incorporated
herein by reference.

ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.

(a),(c) Purposes; Reasons. With respect to Student Advantage, the information
contained in the sections entitled "Special Factors - Background of the
Transactions," "Special Factors - Recommendation of the Board of Directors;
Fairness of the Transactions," "Special Factors - Reasons for the Special
Committee's Recommendation," "Special Factors - Reasons for the Board of
Directors' Recommendation", "Special Factors - Purpose and Structure of The
Merger," "Special Factors - Purpose of the Asset Sale" and "The Transactions -
Conduct of the Business of Student Advantage if the Transactions are Not
Completed" in the Proxy Statement is incorporated herein by reference.

With respect to Raymond V. Sozzi, Jr., the information contained in the
sections entitled "Special Factors - Background of the Transactions" and
"Special Factors - Purpose and Structure of the Merger" in the Proxy Statement
is incorporated herein by reference.

(b) Alternatives. With respect to Student Advantage, the information contained
in the sections entitled "Special Factors - Background of the Transactions,"
"Special Factors - Purpose and Structure of the Merger" and "Special Factors -
The Transactions - Conduct of the Business of Student Advantage if the
Transactions are not Completed" in the Proxy Statement is incorporated herein by
reference.

With respect to Athena Ventures, Acquisition Sub and Raymond V. Sozzi, Jr., the
information contained in the sections entitled "Special Factors - Background of
the Transactions," "Special Factors - Purpose and Structure of the Merger" and
"Special Factors - The Transactions - Conduct of the Business of Student
Advantage if the Transactions are Not Completed" in the Proxy Statement is
incorporated herein by reference.

(d) Effects. With respect to Student Advantage, the information contained in the
sections entitled "Special Factors - Background of the Transactions," "Special
Factors - Recommendation of the Board of Directors; Fairness of the
Transaction," "Special Factors - Reasons for the Special Committee's
Recommendation," "Special Factors - Reasons for the Board of Directors'
Recommendation," "Special Factors - Effects of the Merger," "Special Factors -
Effects of the Asset Sale," "The Transactions - Certain Material United States
Federal Income Tax Considerations," and "The Merger Agreement" in the Proxy
Statement is incorporated herein by reference.

With respect to Athena Ventures and Acquisition Sub, the information contained
in the sections entitled "Special Factors - Effects of the Merger," "The
Transactions - Certain Material United States Federal Income Tax
Considerations," and "The Merger Agreement" in the Proxy Statement is
incorporated herein by reference.

With respect to Raymond V. Sozzi, Jr., the information contained in the
sections entitled "Special Factors - Background of the Transactions," "Special
Factors - Recommendation of the Board of Directors; Fairness of the
Transaction," "Special Factors - Reasons for the Special Committee's
Recommendation," "Special Factors - Reasons for the Board of Directors'
Recommendation," "Special Factors - Effects of the Merger," "Special Factors -
Effects of the Asset Sale," "The Transactions - Certain Material United States
Federal Income Tax Considerations" and "The Merger Agreement" in the Proxy
Statement is incorporated herein by reference.

ITEM 8. FAIRNESS OF THE TRANSACTION.

(a),(b) Fairness; Factors Considered in Determining Fairness. With respect to
Student Advantage, the information contained in the sections entitled "Special
Factors - Background of the Transactions," "Special Factors - Recommendation of
the Board of Directors; Fairness of the Transaction," "Special Factors -
Reasons for the Special Committee's Recommendation," and "Special Factors -
Opinions of the Financial Advisor to the Special Committee" in the Proxy
Statement and Appendix C, "Opinion of Luminary Capital Regarding the Merger,"
and Appendix D, "Opinion of Luminary Capital Regarding the Asset Sale," is
incorporated herein by reference.

With respect to Athena Ventures, the information contained in the section
entitled "Special Factors - Position of Raymond V. Sozzi, Jr. and Athena
Ventures as to the Fairness of the Merger" in the Proxy Statement is
incorporated herein by reference.

With respect to Raymond V. Sozzi, Jr., the information contained in the
sections entitled "Special Factors - Background of the Transactions" and
"Special Factors - Position of Raymond V. Sozzi, Jr. and Athena Ventures as to
the Fairness of the Merger" in the Proxy Statement is incorporated herein by
reference.

(c) Approval of Security Holders. The information contained in the sections
entitled "The Special Meeting - Vote Required," "Special Factors - Purpose and
Structure of the Merger" and "Special Factors - Purpose of the Asset Sale" in
the Proxy Statement is incorporated herein by reference.

(d) Unaffiliated Representative. The information contained in the sections
entitled "Special Factors - Background of the Transactions" and "Special Factors
- - Reasons for the Special Committee's Recommendation, "Special Factors -
Recommendation of the Board of Directors; Fairness of the Transaction" in the
Proxy Statement is incorporated herein by reference.

(e) Approval of Directors. The information contained in the sections entitled
"Special Factors - Recommendation of the Board of Directors; Fairness of the
Transaction," "Special Factors - Reasons for the Special Committee's
Recommendation," "Special Factors - Background of the Transactions" and

"Special Factors - Interests of Raymond V. Sozzi, Jr.; Appointment of Special
Committee; Certain Relationships - The Special Committee" in the Proxy Statement
is incorporated herein by reference.

(f) Other Offers. The information contained in the section entitled "Special
Factors - Background of the Transactions," in the Proxy Statement is
incorporated herein by reference.

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

(a)-(c) Report, Opinion, or Appraisal; Preparer and Summary of the Report;
Availability of Documents. With respect to Student Advantage, the information
contained in the sections entitled "Special Factors - Background of the
Transactions," "Special Factors - Reasons for the Special Committee's
Recommendation," "Special Factors - Recommendation of the Board of Directors;
Fairness of the Transaction," "Special Factors - Opinions of Financial Advisor
to the Special Committee," and "Other Matters - Available Information" in the
Proxy Statement and Appendix C, "Opinion of Luminary Capital Regarding the
Merger" and Appendix D, "Opinion of Luminary Capital Regarding the Asset Sale"
is incorporated herein by reference.

None of Athena Ventures, Acquisition Sub or Raymond V. Sozzi, Jr. received a
report, opinion or appraisal from an outside party that is materially related
to the Transactions.

ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.

(a),(b),(d) Source of Funds; Conditions; Borrowed Funds. With respect to Student
Advantage, the information contained in the sections entitled "The Purchase and
Sale Agreement - Other Agreements Relating to the Asset Sale - Note Agreement"
and "The Purchase and Sale Agreement - Purchase Price" in the Proxy Statement is
incorporated herein by reference.

With respect to Athena Ventures, Acquisition Sub and Raymond V. Sozzi, Jr., the
information contained in the section entitled "Special Factors - Athena
Ventures' Financing of the Merger" in the Proxy Statement is incorporated herein
by reference.

(c) Expenses. The information contained in the section entitled "The
Transactions - Estimated Fees and Expenses of the Transactions" in the Proxy
Statement is incorporated herein by reference.

ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a) Securities Ownership. The information with respect to each filing person is
contained in the section entitled "Beneficial Ownership of Voting Stock" in the
Proxy Statement is incorporated herein by reference.

(b) Securities Transactions. The information with respect to each filing person
is contained in the section entitled "Beneficial Ownership of Voting Stock -
Prior Stock Purchases and Other Transactions" in the Proxy Statement is
incorporated herein by reference.

ITEM 12. THE SOLICITATION OR RECOMMENDATION.

(d) Intent to Tender or Vote in a Going-Private Transaction. The information
with respect to each filing person is contained in the section entitled "The
Special Meeting - Vote Required," "Special Factors - Position of Raymond V.
Sozzi, Jr. and Athena Ventures as to the Fairness of the Merger," "Special
Factors - Interests of Raymond V. Sozzi, Jr.; Appointment of Special Committee;
Certain Relationships" and "The Purchase and Sale Agreement - Other Agreements
Relating to the Sale - Voting Agreement" in the Proxy Statement is incorporated
herein by reference.

(e) Recommendations to Others. The information with respect to each filing
person is contained in the section entitled "Special Factors - Recommendation of
the Board of Directors; Fairness of the Transaction" and "Special Factors -
Reasons for the Special Committee's Recommendation" in the Proxy Statement is
incorporated herein by reference.

ITEM 13. FINANCIAL STATEMENTS.

(a),(b) Financial Information; Pro Forma Information. The information contained
in the section entitled "Consolidated Selected Financial Data," "Unaudited Pro
Forma Consolidated Financial Statements" and "Student Advantage, Inc. and
Subsidiaries Consolidated Financial Statements" in the Proxy Statement is
incorporated herein by reference.

ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

(a),(b) Solicitations or Recommendations; Employees and Corporate Assets. With
respect to Student Advantage, Inc., the information contained in the sections
entitled "Special Factors - Background of the Transactions," "The Transactions -
Estimated Fees and Expenses of the Transactions," and "The Special Meeting -
Proxy Solicitation" in the Proxy Statement is incorporated herein by reference.

With respect to Athena Ventures, Acquisition Sub and Raymond V. Sozzi, Jr., the
information contained in the section entitled "The Transaction - Estimated Fees
and Expenses of the Transactions" in the Proxy Statement is incorporated herein
by reference.

ITEM 15. ADDITIONAL INFORMATION.

(b) Other Material Information. The information with respect to each filing
person is contained in the Proxy Statement, including all appendices thereto, is
incorporated herein by reference.

ITEM 16. EXHIBITS.

(a)(2) Preliminary proxy statement on Schedule 14A filed with the Securities and
Exchange Commission on January 28, 2004 (incorporated herein by reference to the
Proxy Statement).

(a)(5) Press Release announcing the proposed Merger and Asset Sale (incorporated
herein by reference to Student Advantage's Current Report on Form 8-K dated
November 18, 2003 and filed November 20, 2003).

(b) Form of Note Agreement between NCSN, Inc., the subsidiary Guarantors party
thereto and the Noteholders party thereto (incorporated by reference to Exhibit
99.2 filed with Student Advantage's Current Report on Form 8-K dated November
18, 2003 and filed November 20, 2003).

(c)(1) Opinion of Luminary Capital (incorporated herein by reference to Appendix
C of the Proxy Statement).

(c)(2) Opinion of Luminary Capital Regarding the Asset Sale (incorporated herein
by reference to Appendix D of the Proxy Statement).

(c)(3) Materials Presented to the Special Committee of the Board of Directors of
Student Advantage, Inc., dated November 9, 2003.

(c)(4) Materials Presented to the Special Committee of the Board of Directors of
Student Advantage, Inc., dated October 7, 2003.

(c)(5) Materials Presented to the Special Committee of the Board of Directors of
Student Advantage, Inc., dated October 7, 2003.

(d)(1) Agreement and Plan of Merger, dated as of November 18, 2003, by and among
Student Advantage and Athena Ventures Parent, Inc. and Athena Ventures
Acquisition Sub, Inc. (incorporated herein by reference to Appendix A of the
Proxy Statement).

(d)(2) Voting Agreement, by and between NCSN, Inc. and Raymond V. Sozzi, Jr.,
dated November 18, 2003 (incorporated herein by reference to Schedule 13D filed
on behalf of Mr. Sozzi on November 20, 2003).

(d)(3) Purchase and Sale Agreement, dated as of November 18, 2003, by and
between NCSN, Inc. and Student Advantage, Inc. (incorporated by reference to
Appendix B of the Proxy Statement).

(f) Sections 262 of the General Corporation Law of the State of Delaware
(incorporated herein by reference to Appendix D of the Proxy Statement).

(g) Not applicable.

SIGNATURE

After due inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.

Dated: January 28, 2004

STUDENT ADVANTAGE, INC.

By: /s/ Raymond V. Sozzi, Jr.
---------------------------------
Name: Raymond V. Sozzi, Jr.
Title: Chairman, President and Chief
Executive Officer

ATHENA VENTURES PARENT, INC.

By: /s/ Raymond V. Sozzi, Jr.
---------------------------------
Name: Raymond V. Sozzi, Jr.
Title: President

ATHENA VENTURES ACQUISITION SUB, INC.

By: /s/ Raymond V. Sozzi, Jr.
---------------------------------
Name: Raymond V. Sozzi, Jr.
Title: President

/s/ Raymond V. Sozzi, Jr.
-------------------------------------
Raymond V. Sozzi, Jr.

EXHIBIT INDEX

Exhibit

Number Description
- ------ -----------

(a)(2) Preliminary proxy statement on Schedule 14A filed with the
Securities and Exchange Commission on January 28, 2004
(incorporated herein by reference to the Proxy Statement).

(a)(5) Press Release announcing the proposed Merger and Asset Sale
(incorporated herein by reference to Student Advantage's
Current Report on Form 8-K dated November 18, 2003 and filed
November 20, 2003).

(b) Form of Note Agreement between NCSN, Inc., the subsidiary
Guarantors party thereto and the Noteholders party thereto
(incorporated by reference to Exhibit 99.2 filed with Student
Advantage's Current Report on Form 8-K dated November 18, 2003
and filed November 20, 2003).

(c)(1) Opinion of Luminary Capital (incorporated herein by reference
to Appendix C of the Proxy Statement).

(c)(2) Opinion of Luminary Capital Regarding the Asset Sale
(incorporated herein by reference to Appendix D of the Proxy
Statement).

(c)(3) Materials Presented to the Special Committee of the Board of
Directors of Student Advantage, Inc., dated November 9, 2003.

(c)(4) Materials Presented to the Special Committee of the Board of
Directors of Student Advantage, Inc., dated October 7,
2003.

(c)(5) Materials Presented to the Special Committee of the Board of
Directors of Student Advantage, Inc., dated October 7,
2003.

(d)(1) Agreement and Plan of Merger, dated as of November 18, 2003,
by and among Student Advantage and Athena Ventures Parent,
Inc. and Athena Ventures Acquisition Sub, Inc. (incorporated
herein by reference to Appendix A of the Proxy Statement).

(d)(2) Voting Agreement, by and between NCSN, Inc. and Raymond V.
Sozzi, Jr., dated November 18, 2003 (incorporated herein by
reference to Schedule 13D filed on behalf of Mr. Sozzi on
November 20, 2003).

(d)(3) Purchase and Sale Agreement, dated as of November 18, 2003,
by and between NCSN, Inc. and Student Advantage, Inc.
(incorporated by reference to Appendix B of the Proxy
Statement).

(f) Sections 262 of the General Corporation Law of the State of
Delaware (incorporated herein by reference to Appendix D of
the Proxy Statement).

(g) Not applicable.