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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          AMENDMENT NO. 2 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, 2000

                                       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              (I.R.S. Employer
         incorporation or organization)           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


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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 revenues for 2000 were $1,876,000.

As of December 31, 2000, 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 file 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 January 31, 2001 was: 22,238,450

Transitional Small Business Disclosure Format (check one): [ ] Yes [X] No

                       DOCUMENTS INCORPORATED BY REFERENCE


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PURPOSE OF AMENDMENT


        This Amendment No. 2 to the Report on Form 10-KSB of Blagman Media
International, Inc. (BMII.OB) ("BMII") is being filed to reflect changes to
Items 9, 10 and 12 of Part III of Form 10-KSB (i) to amend the age of a
director; (ii) to reflect the non-cash compensation received by Robert and
Leslie Blagman and to correct the cash deferral amounts; and (iii) to reflect
the market value (not the tax reporting value) of compensation in Item 12.

        As noted in Part I, on August 2, 1999, we completed a reverse
acquisition with Unisat, Inc., an inactive, public non-reporting company,
founded in 1962 and formerly known as Combined Companies, Inc. On the same date,
Unisat, Inc. changed its name to Blagman Media International, Inc. The
transaction was structured as a share exchange, in which Robert Blagman
exchanged all of his shares in the privately held BMII for 8,200,000 common
shares of Unisat, Inc. In April 2000, BMII entered into a share exchange
agreement with MNS Eagle Equity Group I ("MNS"), an inactive, reporting Nevada
corporation, which resulted in BMII becoming the parent entity. After the filing
of a Report on Form 8-K, BMII became the successor reporting entity. References
in this Amendment to BMII refer to both entities and to MNS Eagle Equity Group
I, the other wholly-owned subsidiary of BMII. The corporate relationships are
the result of transactions in 1999 and 2000, through which BMII became the
reporting, trading, development stage Nevada Corporation with shares publicly
traded on the NASDAQ Bulletin Board Exchange.


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 the
director and executive officers of BMII as of April 20, 2001:

<TABLE>
<CAPTION>
       NAME                    AGE                    POSITION WITH BMII
       ----                    ---                    ------------------
<S>                            <C>      <C>
Robert Blagman(1)               44      Chairman of the Board, CEO and Financial Officer

Leslie Blagman(1)               44      Chief Operating Officer and Secretary

Andy Given                      42      Director since 1999

Toni Knight                     36      Director since 1999

Walter Lubars(2)                69      Director since 1999

Jeff Wald(2)                    49      Director since 1999
</TABLE>

(1) Robert Blagman and Leslie Blagman are husband and wife.

(2) Members of the Audit Committee of the Board of Directors

Robert Blagman. Chairman, Director and Chief Executive Officer since 1999. Mr.
Blagman founded the business as a sole proprietorship in 1994 and has been the
chief executive through the organization of the operating subsidiary and the
transactions with Unisat, Inc. and MNS. 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).

Leslie Blagman. Chief Operating Officer and Secretary since 1999. Ms. Blagman
has been active in various administrative and operating positions since the
founding of the predecessor enterprise to BMII in 1994.

Andy Given. Director since 1999. From 1999 to the present, Mr. 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


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ITEM 10. EXECUTIVE COMPENSATION

        The following table sets forth for 2000 each component of compensation
paid or awarded to, or earned by, Robert Blagman as the Chief Executive Officer
and Leslie Blagman as Chief Operating Officer and Secretary of BMII. There were
no other executive officers who were serving as executive officers as of
December 31, 2000.

<TABLE>
<CAPTION>
                                                                     ANNUAL COMPENSATION
                                                       ------------------------------------------------      SECURITIES
                                                                                           OTHER             UNDERLYING
    NAME AND PRINCIPAL POSITION(1)          YEAR        SALARY($)      BONUS($)     ANNUAL COMPENSATION    OPTIONS/SARS(#)
    ------------------------------          ----       ----------     ----------    -------------------    ---------------
<S>                                         <C>        <C>            <C>           <C>                    <C>
Robert Blagman, Chief Executive Officer     2000       240,000(2)      150,000(2)        286,500(3)

                                            1999       142,700

Leslie Blagman, Chief Operating Officer     2000       135,000(2)      116,667(2)        150,000(3)          50,000(4)

                                            1999       136,000
</TABLE>

        (1) Robert Blagman and Leslie Blagman became Chief Executive Officer and
Chief Operating Officer, respectively, of BMII in August 1999 in connection with
a transaction with Unisat, Inc. Prior to that date, they served in similar
capacities for the operating subsidiary formed in January 1999. The compensation
reflected is for payments received from that predecessor as well as BMII.
Operations continue to be conducted by the subsidiary which provides the current
compensation.

        (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. During 2001, the Blagmans are continuing to defer
receipt of compensation due to them under their employment agreements. The
agreements are for Chief Executive Officer and Chief Operating Officer for five
and three years, respectively, and 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 in equal monthly
payments over the term of their respective employment agreements. For the year
ended December 31, 2000, BMII recorded expenses related to these agreements in
the aggregate of $641,677, of which $355,667 has been accrued and is included in
accounts payable and accrued expenses at December 31, 2000. Excludes a loan of
$75,000 to the Blagmans in 2000, which was repaid in 2001 with interest at 8%
per annum. In addition, on December 31, 2000, BMII had a receivable of $45,488
from Robert Blagman for advances which has been recorded as a loan.

        (3) The other compensation consists of Common Shares issued to the
Blagmans, all of which were valued at $1.00 per share, the closing market price
on the date of issuance. Robert Blagman received 286,500 Common Shares and
Leslie Blagman received 150,000 Common Shares.

        (4) Reflects options to acquire 50,000 Common Shares granted on July 14,
2000 to all Board members, other than Robert Blagman, and to Leslie Blagman as
Secretary to the Board. The options are fully vested and exercisable until July
2005 at $0.25 per share.




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Option/SAR Grants in Last Fiscal Year

        The following table presented in accordance with the Securities Exchange
Act of 1934, as amended ("the Exchange Act") and the Regulations thereunder sets
forth stock options granted by BMII during the last fiscal year.

(Individual Grants)

<TABLE>
<CAPTION>
                      NUMBER OF          PERCENT OF TOTAL
                      SECURITIES         OPTIONS/SARS
                      UNDERLYING         GRANTED TO
                      OPTIONS/SARS       EMPLOYEES IN       EXERCISE OR BASE
NAME                  GRANTED(#)         FISCAL YEAR        PRICE($/SH)        EXPIRATION DATE
------------------    ------------       ----------------   ----------------   ---------------
<S>                   <C>                <C>                <C>                <C>
Leslie Blagman(1)       50,000               20%(2)             $0.25             7/14/05
</TABLE>

(1) In January 2001, Leslie Blagman received 100,000 options exercisable at
$0.09 per share and expiring on January 23, 2006.

(2) This percentage is based on the total options granted through the last
fiscal year; it is not based on the total options granted through January 31,
2001.

There were no option exercises in 2000.


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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        In addition to the grants of options and the loans to the Blagmans, the
following transactions were undertaken in 2000 with consultants, advisers, and
persons who received $60,000 or more in value and transactions with possible
promoters as such term is used in Item 404 of Regulation S-B who received more
or less than $60,000 in value for services.(1)

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

        John Smith, counsel to BMII, received 250,000 Common Shares of BMII 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 BMII, received 150,000 Common
Shares of BMII on July 14, 2000 (valued at $79,650 on the date of grant) for his
services to BMII and Unisat, Inc., the predecessor of BMII. These amounts were
recorded as a compensation expense.

        Earl Greenburg, consultant to BMII, received 300,000 Common Shares of
BMII 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 BMII, received 600,000 Common Shares of
BMII on December 6, 2000 (valued at $114,000 on the date of grant) for his
services to BMII and Unisat, Inc., the predecessor of BMII. These amounts were
recorded as a compensation expense.

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

(1) The values reflected are the closing market prices of the Common Shares on
    the date of issuance. BMII utilized an amount equal to 85% of that value for
    income tax reporting purposes.


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



                                   SIGNATURES

        Pursuant to the requirements of Section 13 or 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: May 9, 2001              By:  /s/ ROBERT BLAGMAN
                                    --------------------------------------------
                                    Robert Blagman, Chairman and Chief Executive
                                    Officer

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