##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1 TO FORM 10KSB



|[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|--- | ------------------------------------------------------------------------------------
|    | For the fiscal year ended December 31, 2001                                         

OR



|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|----- | ----------------------------------------------------------------------------------------
|      | For the transition period from _______________ to _______________                       

Commission File No. 000-27777

BLAGMAN MEDIA INTERNATIONAL, INC.
(SUCCESSOR REGISTRANT TO MNS EAGLE EQUITY GROUP I INC.)

---

(Exact Name of Small Business Issuer as Specified in its Charter)


|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Nevada                                                         |  | 91-192-3501                            
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification Number)

|                                                             |  |           
|------------------------------------------------------------ |  | ----------
|1901 Avenue of the Stars, Suite 1700
Los Angeles, California |  | 90067     
|(Address of Principal Executive Offices)                     |  | (Zip Code)

(310) 788-5444




Issuers Telephone Number, Including Area Code


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

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

Common Stock $.001 par value




Title of Class


Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.  [X] Yes  [   ] No

Indicate by check mark if disclosure of delinquent filers 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 reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.  [X]

Issuers net revenues for 2001 were $479,908 based on total advertising and
other placements of approximately $2.9 million.





---



##### Table of Contents



As of December 31, 2001, the approximate market value of the voting stock held
by non-affiliates of the registrant was $1,267,728, based on an average bid
price of $.085 per share.

Indicate by check mark whether the issue has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. [X] Yes  [   ] No

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of March 31, 2002: 4,779,921,961

Transitional Small Business Disclosure Format (check one):  [   ] Yes  [X] No
DOCUMENTS INCORPORATED BY REFERENCE





---

TABLE OF CONTENTS



|           |                                                                                                                          |  |  |  |  |  |  | 
|---------- | ------------------------------------------------------------------------------------------------------------------------ |  |  |  |  |  |  | 
|PART III  
|           | ITEM 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.
|           | ITEM 10. Executive Compensation.                                                                                        
|           | ITEM 11. Security Ownership of Certain Beneficial Owners and Management                                                 
|           | ITEM 12. Certain Relationships and Related Transactions                                                                 
|Signatures



---



##### Table of Contents



Purpose of Amendment

This Amendment No. 1 to the Report on Form 10-KSB of Blagman Media
International, Inc. (BMII.OB) is being filed to add the information required by
Part III of Form 10-KSB because the proxy materials will not be distributed by
April 30, 2002.

As noted in Part I, Blagman Media International, Inc. is a Nevada
corporation (collectively with its subsidiaries, the Company), which is the
successor to a corporation founded in 1961. We began operations in 1994 as a
sole proprietorship and formed a corporation, Blagman Media International,
Inc., in early 1999. On August 2, 1999, we completed a reverse acquisition with
Unisat, Inc., an inactive, public non-reporting company, founded in 1961 and
formerly known as Combined Companies, Inc. On the same date, Unisat, Inc.
changed its name to Blagman Media International, Inc. and we therefore have two
Nevada entities with the same name. The transaction was structured as a share
exchange, in which Robert Blagman exchanged all of his shares in the privately
held entity for 8,200,000 common shares of Unisat, Inc. In April 2000, we
entered into a share exchange agreement with MNS Eagle Equity Group I, Inc., an
inactive, reporting Nevada corporation, which resulted in our becoming the
parent reporting company.




PART III




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

The following table sets forth certain information with respect to our
directors and executive officers:

|                 |  |     |    |          |  |                                                  |  | 
|---------------- |  | --- | -- | -------- |  | ------------------------------------------------ |  | 
|Name             |  | Age |    | Position
|                 |  |     |    |         
|Robert Blagman   |  |     | 45 |          |  | Chairman of the Board, CEO and Financial Officer
|Andy Given       |  |     | 43 |          |  | Director                                        
|Walter Lubars(1) |  |     | 71 |          |  | Director                                        
|Jeff Wald(1)     |  |     | 50 |          |  | Director                                        



---

|(1) |  | Members of the Audit Committee of the Board
|--- |  | -------------------------------------------

Robert Blagman founded our business as a sole proprietorship in 1994 and has
been the chief executive of the company since the transactions with Unisat,
Inc. in August 1999. Prior to founding the enterprise, he was an executive in
advertising marketing at: Disney KCAL Channel in Los Angeles (national
advertising sales manager 1992-1994); KCOP in Los Angeles (local advertising
sales manager 1989-1992); and Katz Communications (various titles leading to
national advertising sales manager 1978-1989).

Andy Given has served as President of Production for The Shooting Gallery and
as head of Gun For Hire (motion picture/television production). From 1990 to
1999, he held numerous management and other positions at Universal Studios,
including an executive producer focused on cost management of films.





---



##### Table of Contents



Walter Lubars has been a professor of advertising at Boston University for over
30 years. Mr. Lubars now is semi-retired and works part-time as a professor
emeritus.

Jeff Wald has been the News Director for KTLA Channel 5 in Los Angeles since
1997. KTLA is part of the Tribune Company. From 1994 to 1997, Mr. Wald worked
a News Consultant for Broadcast News Consultant in Los Angeles.

Each director will hold office until the next annual meeting of shareholders
and until the election and qualification of his successor. None of the
directors is a director of any other reporting company.

Compliance with Section 16(a) of the Exchange Act

All of the directors and executive officers of THE COMPANY did not file initial
reports on Form 3 until November 2000 when they were first aware of the
requirement. Based solely on the review of Form 4 and 5 filed since then, all
subsequent reports were filed without delinquencies.




ITEM 10. Executive Compensation.

The following table sets forth for 1999, 2000, and 2001 each component of
compensation paid or awarded to, or earned by, our executive officers. There
were no other persons who were serving as executive officers as of December 31,
2001.

|                        |  |      |      |        |  |       |         |              |  |     |         |         |  |        |  |        |  |            |         |     |  |  |         |    
|----------------------- |  | ---- | ---- | ------ |  | ----- | ------- | ------------ |  | --- | ------- | ------- |  | ------ |  | ------ |  | ---------- | ------- | --- |  |  | ------- | ---
|                        |  |      |      |        |  |       |         |              |  |     |         |         |  |        |  |        |  | Restricted |         |     |  | 
|                        |  |      |      |        |  |       |         |              |  |     |         |         |  | Other  |  | Stock  |  | Securities
|Name and principal      |  |      |      |        |  |       |         |              |  |     |         |         |  | Annual |  | Awards |  | Underlying
|positions               |  | Year |      | Salary |  | Bonus |         | Compensation |  | ($) |         | Options
|                        |  |      |      |        |  |       |         |              |  |     |         |        
|Robert Blagman,         |  |      | 2001 |        |  | $     | 300,000 | (1)          |  | $   | 150,000 | (6)     |  |        |  |        |  |            |         |     |  |  |         |    
|Chief Executive Officer |  |      | 2000 |        |  | $     | 240,000 | (2)          |  | $   | 150,000 |         |  |        |  |        |  |            | 286,500 | (3) |  |  |         |    
|                        |  |      | 1999 |        |  | $     | 142,700 |              |  |     |         |         |  |        |  |        |  |            |         |     |  |  |         |    
|Leslie Blagman,         |  |      | 2001 |        |  | $     | 150,000 | (1)          |  | $   | 116,667 | (6)     |  |        |  |        |  |            |         |     |  |  | 100,000 | (4)
|Chief Operating Officer |  |      | 2000 |        |  | $     | 135,000 | (2)          |  | $   | 116,667 |         |  |        |  |        |  |            | 150,000 | (3) |  |  | 50,000  | (5)
|                        |  |      | 1999 |        |  | $     | 136,000 |              |  |     |         |         |  |        |  |        |  |            |         |     |  |  |         |    





---



##### Table of Contents



Robert Blagman and Leslie Blagman became Chief Executive Officer and Chief
Operating Officer, respectively, of our company in August 1999 in connection
with a transaction with Unisat, Inc. Prior to that date, they served in similar
capacities for the sole proprietorship which was the predecessor to our
business. The compensation reflected is for payments received from that
predecessor as well as the Company. Leslie Blagman resigned as our Secretary on
June 1, 2001.

(1)  Includes $77,500 and $15,000 of 2001 compensation which Robert and Leslie
Blagman, respectively, have deferred under their employment agreements dated
January 1, 2000. In addition, on December 31, 2001, the Company had a
receivable of $146,437 from Robert Blagman for advances which have been
recorded as a loan.

(2)  Includes $55,000 and $34,000 of 2000 compensation which Robert and Leslie
Blagman, respectively, have deferred under their employment agreements dated
January 1, 2000. Pursuant to a pre-existing Board commitment
which allows Robert Blagman to maintain up to a 51% equity ownership
in the Company. Robert Blagman may elect to use all or a portion of
his deferred salary and signing bonus amounts to acquire Common
Shares. Excludes a loan of $75,000 to the Blagmans in 2000, which was
repaid in 2001 with interest at 8% per annum.

(3)  The shares were valued at $1.00 per share, the closing market price on June
2, 2000, the date of issuance. The 286,500 shares issued to Robert Blagman were
returned to the Company in 2000 for cancellation in order to correct an
issuance which was made in error.

(4)  Reflects options to acquire 100,000 shares of common stock of the Blagman
Media International, Inc. 1961 (Common Shares) granted on January 23, 2001 to
all Board members, other than Robert Blagman, and to Leslie Blagman as
Secretary, not as Chief Operating Officer. The options are fully vested and
exercisable until January 23, 2006 at $0.09 per share.

(5)  Reflects options to acquire 50,000 shares of common stock of the Blagman
Media International, Inc. 1961 (Common Shares) granted on November 8, 2000 to
all Board members, other than Robert Blagman, and to Leslie Blagman as
Secretary, not as Chief Operating Officer. The options are fully vested and
exercisable until September 30, 2005 at $0.25 per share.

(6)  Signing bonuses for Robert and Leslie Blagman for the year 2001 have been
deferred.

Option/SAR Grants in Last Fiscal Year

The following table sets forth stock options granted by us during the last
fiscal year.

|               |  |                      |         |                                 |  |  |    |  
|-------------- |  | -------------------- | ------- | ------------------------------- |  |  | -- | -
|               |  | Number of Securities |         |                                 |  | 
|               |  | Underlying Options   |         | Percent Of Total Options/Sars  
|               |  | Granted              |         | To All Employees in Fiscal Year
|               |  |                      |         |                                
|Leslie Blagman |  |                      | 100,000 | (1)                             |  |  | 20 | %



---

|(1) |  | In January 2001, the Company granted options to purchase 100,000 Common
Shares to Leslie Blagman exercisable at $0.09 per share and expiring on January
23, 2006.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

There were no option exercises in 2000 or in 2001.





---



##### Table of Contents



Compensation of Directors

The directors serve without cash compensation. In November 2000 and January
2001, each of the directors (including Toni Knight who has since resigned as
director) was granted options to acquire 50,000 and 100,000 Common Shares,
respectively, at an exercise price of $0.25 and $0.09 per share, respectively,
the market price on that date. The options are fully vested and exercisable
until September 30, 2005 and January 23, 2006, respectively.

Employment Agreements

On January 1, 2000, we entered into employment agreements with Robert Blagman,
our Chairman and Chief Executive Officer and Leslie Blagman, then our Chief
Operating Officer, for five and three years, respectively. The employment
agreements call for a base salary, after annual incremental increases, ranging
from $240,000 to $420,000 for the Chief Executive Officer and ranging from
$135,000 to $180,000 for the Chief Operating Officer. The agreements also call
for signing bonuses of $750,000 for the Chief Executive Officer and $350,000
for the Chief Operating Officer to be paid over the terms of their respective
employment agreements. In addition, pursuant to a pre-existing Board commitment which allows Robert Blagman to maintain up to a 51% equity ownership in the Company, Robert Blagman may elect to use all or a portion of his deferred salary and signing bonus amounts to acquire Common Shares.

On June 1, 2001 Leslie Blagman resigned as Secretary.




ITEM 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information (except as otherwise indicated by
footnote) as to Common Shares and shares convertible into Common Shares owned
as of March 31, 2002 or which can be acquired in sixty days, by (i) each person
known by management to beneficially own more than five percent (5%) of the
outstanding Common Shares, (ii) each person who exercises voting
control but disclaims ownership of more than 5% of the outstanding
Common Shares, (iii) each of the Company's directors, and
officers, and (iv) all executive officers and directors as a group. On March 31, 2002,
there were 4,779,921,961 Common Shares and 100 Series B Preferred shares
outstanding.

|               |  |                                       |  |               |               |                   |  |  |       |   |  |  |  |  |  | 
|-------------- |  | ------------------------------------- |  | ------------- | ------------- | ----------------- |  |  | ----- | - |  |  |  |  |  | 
|               |  |                                       |  |               |               | Amount and Nature |  |  |       |   |  |  |  | 
|               |  | Name and address of                   |  | of Beneficial |               | Percent of Class  |  |  |       |  
|Title of Class |  | Beneficial
Owner(1)                   |  | Ownership     |               | (2)               |  |  |       |  
|               |  |                                       |  |               |               |                   |  |  |       |  
|Common         |  |                                       |  |               |               |                   |  |  |       |   |  |  |  |  |  | 
|               |  | Mario Bucceri                         |  |               | 310,000,000   |                   |  |  | 6.48  | % |  |  |  | 
|               |  | 246 Walnut
Rd.Glencove, NY 11542      |  |               |               |                   |  |  |       |   |  |  |  | 
|               |  | Suburban Capital                      |  |               | 1,372,925,000 | (3)               |  |  | 28.72 | % |  |  |  | 
|               |  | 2121 W. Army Trail, Suite 104         |  |               |               |                   |  |  |       |   |  |  |  | 
|               |  | Addison, IL
60101Attn: Frank Custable |  |               |               |                   |  |  |       |   |  |  |  | 
|               |  | P. Todd Makler, Jr                    |  |               | 756,145,421   |                   |  |  | 15.82 | % |  |  |  | 
|               |  | 960 Meetinghouse Road                 |  |               |               |                   |  |  |       |   |  |  |  | 





---



##### Table of Contents



|               |  |                             |  |               |             |                   |  |  |      |   |  |  |  |  |  | 
|-------------- |  | --------------------------- |  | ------------- | ----------- | ----------------- |  |  | ---- | - |  |  |  |  |  | 
|               |  |                             |  |               |             | Amount and Nature |  |  |      |   |  |  |  | 
|               |  | Name and address of         |  | of Beneficial |             | Percent of Class  |  |  |      |  
|Title of Class |  | Beneficial Owner            |  | Ownership     |             | (2)               |  |  |      |  
|               |  |                             |  |               |             |                   |  |  |      |  
|               |  | Rydal, PA 19046             |  |               |             |                   |  |  |      |   |  |  |  | 
|               |  | Peter Lambert               |  |               | 471,188,213 | (4)               |  |  | 9.86 | % |  |  |  | 
|               |  | 5826-B Uplander Way         |  |               |             |                   |  |  |      |   |  |  |  | 
|               |  | Culver City, CA 90230       |  |               |             |                   |  |  |      |   |  |  |  | 
|               |  | Directors and Officers      |  |               |             |                   |  |  |      |   |  |  |  | 
|               |  | Robert Blagman              |  |               | 200,000,000 |                   |  |  | 4.18 | % |  |  |  | 
|               |  | Leslie Blagman              |  |               | 150,000     |                   |  |  | *    |   |  |  |  | 
|               |  | Walter Lubars               |  |               | 5,110,000   |                   |  |  | *    |   |  |  |  | 
|               |  | All directors and executive |  |               | 205,260,000 |                   |  |  | 4.29 | % |  |  | 
|               |  | officers as a group         |  |               |             |                   |  |  |      |   |  |  |  | 
|Series B       |  |                             |  |               |             |                   |  |  |      |   |  |  |  |  |  | 
|               |  | The May Davis Group, Inc    |  |               | 100         |                   |  |  | 100  | % |  |  |  | 
|               |  | One World Trade Center      |  |               |             |                   |  |  |      |   |  |  |  | 
|               |  | New York, NY 10048          |  |               |             |                   |  |  |      |   |  |  |  | 



---

|* |  | Indicates that the percentage of shares beneficially owned does not
exceed one percent (1%) of the class.
|- |  | ---------------------------------------------------------------------------------------------------------

(1)  Each of the directors and officers named can be reached at the Companys
executive offices located at 1901 Avenue of the Stars, Suite 1700, Los Angeles,
California, 90067. The persons named in the table have sole voting and
investment power with respect to all shares shown to be beneficially owned by
them, subject to community property laws, where applicable, and the information
contained in the footnotes to this table.

(2)  Calculation includes 4,779,921,961 Common Shares outstanding as of March
31, 2002 and options to purchase (a) 500,000 Common Shares exercisable at $0.09
per share, granted on January 23, 2001 and expiring on January 23, 2006 and (b)
250,000 Common Shares exercisable at $0.25 per share, granted on November 8,
2000 and expiring on September 30, 2005.

(3)  The Company entered into a series of
agreements in 2001 and 2002 by which the Company has issued through
March 31, 2002 a total of
1,372,925,000 Common Shares to Suburban Capital and employees and
consultants of Suburban Capital, in exchange for consulting services
provided by them to or on behalf of the Company of which 142,675,000
Common Shares were issued in 2001 and resulted in compensation
charges totaling $1,725,438 (of which $267,497 was expensed in 2001
and $1,457,951 was deferred to be recorded in future periods as
services are rendered). Such services
included assistance with internal growth, acquisitions and advanced
client acquisition. Substantially all of the shares
were issued under the Companys S-8 Registration Statement and
the remaining shares were issued as restricted securities. Frank
Custable disclaims ownership of the shares, but shares voting control.

(4)  The shares beneficially owned by Peter Lambert include (a) 345,771,706
Common Shares which have not been issued as of March 31, 2002, but which will
be issued as of March 21, 2002, the date of the Blagman-Century merger, and (b)
124,416,507 Common Shares held by Century Entertainment LLC. Peter Lambert has
shared voting power with respect to the shares held by Century Entertainment
LLC. Excludes Common Shares held by The Lapin Century Trust for which
Peter Lambert exercises the vote, but only upon instructions by the
beneficiaries.




ITEM 12. Certain Relationships and Related Transactions

In addition to the grants of options, stock and the loans to the Blagmans
described under Items 10 and 11, the following related-party transactions were
undertaken in 2000 or 2001:

Joseph Lynch, consultant to the Company, received 450,000 Common Shares of
the Company on June 2, 2000 (valued at $450,000 on the date of grant) and
100,000 Common Shares of the Company on October 10, 2000 (valued at $17,000 on
the date of grant). These amounts were recorded as a compensation expense.





---



##### Table of Contents



John Smith, then counsel to the Company, received 250,000 Common Shares of
the Company on June 2, 2000 (valued at $250,000 on the date of grant). These
amounts were recorded as a legal expense.

Richard Elliott Square, consultant to the Company, received 150,000 Common
Shares of the Company on July 14, 2000 (valued at $79,650 on the date of grant)
for his services to the Company and Unisat, Inc., the predecessor of the
Company. These amounts were recorded as a compensation expense.

Earl Greenburg, consultant to the Company, received 300,000 Common Shares
of the Company on September 25, 2000 (valued at $84,000 on the date of grant).
These amounts were recorded as a compensation expense.

Charles Flynn, consultant to the Company, received 600,000 Common Shares
of the Company on December 6, 2000 (valued at $114,000 on the date of grant)
for his services to the Company and Unisat, Inc., the predecessor of the
Company. These amounts were recorded as a compensation expense.

Kendra Sturgeon received 75,000 Common Shares of the Company on August 15,
2000 (valued at $28,125 on the date of grant). Chris Kurstin received 37,000
Common Shares of the Company on July 1, 2000 (valued at $23,865 on the date of
grant) and 240,000 Common Shares of the Company on October 10, 2000 (valued at
$40,800 on the date of grant). FG&P Consulting received 75,000 Common Shares of
the Company on September 13, 2000 (valued at $27,750 on the date of grant).
These amounts were recorded as a compensation expense.

George Weiss, an adviser to the Company and a shareholder through a
partnership in which he is a general partner, received a grant to purchase
2,000,000 Common Shares of the Company, but the grant expired in 2000 without
exercise and therefore, no compensation expense was recorded.

Robert Blagman received 20,000,000 Common Shares which were valued at
$0.063 per share, the closing market price on July 27, 2001, the date of
issuance, and 100,000,000 Common Shares which were valued at $0.026 per share,
the closing market price on August 22, 2001, the date of issuance, pursuant to
the pre-existing Board commitment to allow Robert Blagman to maintain a 51%
equity ownership in the Company in consideration for certain liabilities of the
Company owed to him for accrued compensation.

During July 2001, the Company entered into an agreement with The May Davis
Group, Inc. to act as exclusive agent in connection with a Securities Purchase
Agreement for issuance and sale by the Company through a private placement of
100 Series B Convertible Preferred shares with a par value of $0.001 per share
at a securities purchase price of $10,000 per share for an aggregate amount of
$1,000,000 for which the Company has received a full net amount of $810,000 and
has issued the Series B Preferred Stock which is convertible as specified, into
Common Shares.

On July 12, 2001, we entered into an equity line of credit agreement for
up to $15 million in credit with Gazelle Group LLP (Gazelle) and DRH
Investment Company LLC (DRH). This agreement covers a total of 450,000,000
Common Shares pursuant to the equity line of





---



##### Table of Contents



credit agreement from time to time during a three-year period beginning on
the date of the agreement. However, because the amount of issuable securities
is tied to the market price of our Common Shares, as of April 10, 2002, based
on current market price ranges, we would be able to draw less than $500,000
against the equity line of credit. The dollar amount of each sale is determined
by us, subject to a maximum limit based on our Common Shares trading volume.
At least 13 trading days must occur between sales. In turn, Gazelle and DRH may
sell our stock in the open market, sell our stock to other investors through
negotiated transactions or hold our Common Shares in their own portfolios. As
a practical matter, access to the equity line also requires an effective
registration statement for the resale of such securities and our registration
statement is not yet effective.

As a result of our acquisition of Century Media, Inc. (Century), Peter
Lambert, a principal of Century before the merger and now a consultant to the
surviving entity called Blagman-Century Media, Inc., became a beneficial owner
of 471,188,213 Common Shares.

Also in connection with the Century acquisition, P. Todd Makler, Jr.
became a beneficial owner of 756,145,422 Common Shares. He was issued Common
Shares as a former shareholder of Century, a holder of a Century debenture, and
a holder of three Century promissory notes, one of which has not been
completely satisfied as of the closing of the Century transaction. Three
payments of $62,500 each, to be paid on the 90th, 180th, and 270th day
following such closing, remain.

Pursuant to a Consultancy Agreement dated May 23, 2001, Mario Bucceri was
granted 310,000,000 Common Shares (valued at $250,000 at the time of the
issuance) in exchange for marketing and investor relations services to the
Company.

The Company entered into a series of
agreements in 2001 and 2002 by which the Company has issued through
March 31, 2002 a total of 1,372,925,000 Common Shares to Suburban Capital and employees and
consultants of Suburban Capital, in exchange for consulting services
provided by them to or on behalf of the Company of which 142,675,000
Common Shares were issued in 2001 and resulted in compensation
charges totaling $1,725,438 (of which $267,497 was expensed in 2001
and $1,457,951 was deferred to be recorded in future periods as
services are rendered). Such services
included assistance with internal growth, acquisitions and advanced
client acquisition. Substantially all of the shares
were issued under the Company's S-8 Registration Statement and
the remaining shares were issued as restricted securities. Frank
Custable disclaims ownership of the shares, but shares voting control.





---



##### Table of Contents






Signatures

Pursuant to the requirements of Section 13 of 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

|                     |                                                      |                   
|-------------------- | ---------------------------------------------------- | ------------------
|                     | BLAGMAN MEDIA INTERNATIONAL, INC.                   
|                    
|Date: April 30, 2002 | By:                                                  | /s/ Robert Blagman
|                     |                                                     
|                     | Robert Blagman,
Chairman and Chief Executive Officer