<PAGE>   1

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-QSB/A
                     AMENDMENT NO. 2 TO REPORT ON FORM 10-Q

[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

        For the quarterly period ended September 30, 2000

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

        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 Registrant as specified in its Charter)

            Nevada                                             95-472-9314
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                          Identification Number)

       1901 Avenue of the Stars,
      Suite 1710, Los Angeles, CA                                  90067
(Address of Principal Executive Offices)                        (Zip Code)

        Registrant's telephone number, including area code: 310.788.5444

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

                                      NONE

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

                         COMMON STOCK --$.001 PAR VALUE


        Indicate by check mark whether the Registrant (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. YES  [X]  NO  [ ]

        State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 18,243,873 shares of common
stock as of September 30, 2000

       Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]



<PAGE>   2

                              PURPOSE OF AMENDMENT

This Amendment to the Report on Form 10-Q for the period ended September 30,
2000 is being amended to conform the filing with the disclosure and audited
financial statements for the year ended December 31, 2000. In particular, this
Amendment also reflects the cumulative effect of Amendment No. 2 to the Report
on 10-Q for the period ended June 30, 2000 being filed concurrently.
Specifically, this Amendment reflects the adjustment from the issuance of
2,817,533 shares issued for compensation of which 1,339,500 were returned to the
Company by the holders and cancelled. Since the returned shares included shares
issued to officers and directors, there is a resulting decrease in officer
compensation and related payroll liabilities. In addition, 50,000 shares
recorded as compensation have been reclassified to issuance in settlement of
debt.

The adjustments were identified during the audit for the year ended December 31,
2000. The disclosure in the Amendment is now consistent with the financial
information for the year ended December 31, 2000 and is being filed as an
amendment to allow for accurate comparative analysis when the report for the
quarter ended June 30, 2001 is filed.

When fully recorded, the adjustments resulted in changes in the Statement of
Operations, the Balance Sheet and the Consolidated Statement of Cash Flow and
the related Notes. Conforming changes have been reflected in the Management's
Discussion and Analysis of Results of Operations.



<PAGE>   3

                                      INDEX

                        BLAGMAN MEDIA INTERNATIONAL, INC.

<TABLE>
<CAPTION>
                                                                                      PAGE
                                                                                      ----
<S>                                                                                   <C>
PART I.  FINANCIAL INFORMATION

         Item 1. Financial Statements

                 Independent Accountants' Report...................................    1

                 Consolidated Balance Sheet As Of
                 September 30, 2000 (Unaudited)....................................    2

                 Consolidated Statements Of Operations
                 For The Nine Months And Three Months Ended
                 September 30, 2000 And 1999 (Unaudited)...........................    3

                 Consolidated Statement Of Changes In
                 Stockholders' Equity For The Nine Months Ended
                 September 30, 2000 (Unaudited)....................................    4

                 Consolidated Statement Of Cash Flows
                 For The Nine Months Ended
                 September 30, 2000 And 1999 (Unaudited)...........................    5

                 Notes To Consolidated Financial Statements As Of
                 September 30, 2000 (Unaudited)....................................    6

         Item 2. Management's Discussion and Analysis of
                 Results of Operations.............................................   15

PART 2.  OTHER INFORMATION

         Item 1. Legal Proceedings.................................................   19

         Item 2. Changes in Securities and Use of Proceeds.........................   19

         Item 3. Default Upon Senior Securities....................................   19

         Item 4. Submission of Matters to a Vote of Security Holders...............   20

         Item 5. Other Information.................................................   20

         Item 6. Exhibits and Reports on Form 8-K..................................   20
</TABLE>



                                       i
<PAGE>   4



ITEM 1.                 BLAGMAN MEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
CONTENTS
<S>          <C>       <C>
PAGE            1      INDEPENDENT ACCOUNTANTS' REPORT

PAGE            2      CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2000 (UNAUDITED)

PAGE            3      CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS AND THREE
                       MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (UNAUDITED)

PAGE            4      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE NINE
                       MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED)

PAGE            5      CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED
                       SEPTEMBER 30, 2000 AND 1999 (UNAUDITED)

PAGES        6 -- 14   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2000
                       (UNAUDITED)
</TABLE>



<PAGE>   5

INDEPENDENT ACCOUNTANTS' REPORT


To the Board of Directors of:
  Blagman Media International, Inc.


We have reviewed the accompanying consolidated balance sheet of Blagman Media
International, Inc. and Subsidiaries as of September 30, 2000 and the related
consolidated statements of operations for the nine and three months then ended
and changes in stockholders' equity and cash flows for the nine months then
ended. These financial statements are the responsibility of the Company's
management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.


WEINBERG & COMPANY, P.A.


Boca Raton, Florida
November 3, 2000
(Except for Note 6 and the revised Statement of Operations, Balance Sheet and
Consolidated Statement of Cash Flow as to which the date is February 22, 2001)



<PAGE>   6

                        BLAGMAN MEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                            AS OF SEPTEMBER 30, 2000

                                     ASSETS

<TABLE>
<CAPTION>
                                                                            September
                                                                            30, 2000              December 31,
                                                                           (Unaudited)               1999
                                                                           -----------            -----------
<S>                                                                        <C>                    <C>
CURRENT ASSETS
  Cash                                                                     $    27,810             $      --
  Accounts receivable                                                          297,278               479,054
  Other current assets                                                          11,504                 1,918
  Prepaid expenses                                                              32,678                    --
  Note receivable -- stockholder                                                75,000                    --
  Loan receivable -- stockholder                                                43,948                38,948
                                                                           -----------             ---------
    Total Current Assets                                                       488,218               519,920

PROPERTY AND EQUIPMENT -- NET                                                   75,564                 6,942
                                                                           -----------             ---------

TOTAL ASSETS                                                               $   563,782             $ 526,862
                                                                           ===========             =========

                              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
  Notes and loans payable -- current portion                               $    63,607             $  80,152
  Line of credit                                                                    --                74,713
  Accounts payable and accrued expenses                                        319,909               460,587
                                                                           -----------             ---------
    Total Current Liabilities                                                  383,516               615,452

LONG-TERM LIABILITIES
  Notes and loans payable                                                           --                50,000
                                                                           -----------             ---------

    Total Liabilities                                                          383,516               665,452
                                                                           -----------             ---------

STOCKHOLDERS' EQUITY (DEFICIENCY)
  Common stock, $.001 par value, 100,000,000 shares authorized,
    18,243,873 and 12,069,873 shares issued and outstanding                     18,244                12,070
  Additional paid-in capital                                                 3,400,017                24,630
  Accumulated deficit                                                       (3,214,206)             (175,290)
                                                                           -----------             ---------
                                                                               204,055              (138,590)
Subscriptions receivable                                                       (23,789)                   --
                                                                           -----------             ---------

    Total Stockholders' Equity (Deficiency)                                    180,266              (138,590)
                                                                           -----------             ---------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)                    $   563,782             $ 526,862
                                                                           ===========             =========
</TABLE>

          See accompanying notes to consolidated financial statements.



                                       2
<PAGE>   7

                        BLAGMAN MEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                               For The Nine         For The Nine        For The Three         For The Three
                                               Months Ended         Months Ended        Months Ended          Months Ended
                                               September 30,        September 30,       September 30,         September 30,
                                              2000 (Unaudited)     1999 (Unaudited)    2000 (Unaudited)     1999 (Unaudited)
                                              ----------------     ----------------    ----------------     ----------------
<S>                                           <C>                  <C>                 <C>                  <C>
REVENUES -- NET                                 $  1,403,136         $ 1,998,538         $    454,494         $   648,710

COST OF REVENUES                                   1,139,901           1,665,451              349,902             712,542
                                                ------------         -----------         ------------         -----------

GROSS PROFIT (LOSS)                                  263,235             333,087              104,592             (63,832)
                                                ------------         -----------         ------------         -----------

OPERATING EXPENSES
  Officers' compensation                             696,420             109,286              109,920              24,060
  Employee compensation and taxes                    153,224             172,556               30,126              74,879
  Travel and entertainment                           156,462                  --               24,658                  --
  Other general and administrative                   161,126              18,004               59,020               7,356
  Professional and consulting fees                 1,704,816              15,082              673,731               5,062
  Rent                                                61,206              23,630               22,962               7,089
  Telephone                                           21,366              12,643                5,890               4,716
  Advertising                                        148,538                  --               25,471                  --
  Auto                                                 8,583               6,841                  223               2,225
  Depreciation                                         8,154                  --                3,838                  --
                                                ------------         -----------         ------------         -----------
    Total Operating Expenses                       3,119,895             358,042              955,839             125,387
                                                ------------         -----------         ------------         -----------

LOSS FROM OPERATIONS                              (2,856,660)            (24,955)            (851,247)           (189,219)
                                                ------------         -----------         ------------         -----------

OTHER INCOME (EXPENSE)
  Subsidiary acquisition cost                       (179,220)                 --                   --                  --
  Interest expense                                    (8,613)             (6,089)              (2,172)             (1,898)
  Interest income                                      5,577               1,201                2,386                 482
                                                ------------         -----------         ------------         -----------
    Total Other Income (Expense)                    (182,256)             (4,888)                 214              (1,416)
                                                ------------         -----------         ------------         -----------

NET (LOSS) INCOME                               $ (3,038,916)        $   (29,843)        $   (851,033)        $  (190,635)
                                                ============         ===========         ============         ===========

Net (loss) income per common
  share -- basic and diluted                    $      (0.21)                 --                (0.05)               0.02
                                                ============         ===========         ============         ===========

Weighted average number of common
 shares outstanding -- basic and diluted          14,194,612           8,200,000           16,269,351           8,200,000
                                                ============         ===========         ============         ===========
</TABLE>

          See accompanying notes to consolidated financial statements.



                                       3
<PAGE>   8

               BLAGMAN MEDIA INTERNATIONAL, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                        Common Stock              Additional
                                                  ------------------------         Paid-in          Accumulated
                                                    Shares          Amount         Capital            Deficit
                                                  ----------       -------        ----------        -----------
<S>                                               <C>              <C>            <C>               <C>
Balance, January 1, 2000                          12,069,873       $12,070        $   24,630        $  (175,290)

Stock issued for cash and subscribed to            2,700,000         2,700         1,284,800                 --

Stock issued for compensation and services         3,024,000         3,024         1,920,817                 --

Stock issued for settlement of debt                  400,000           400            90,600                 --

Stock issued in MNS Acquisition                       50,000            50            79,170                 --

Net loss, September 30, 2000                              --            --                --         (3,038,916)
                                                  ----------       -------        ----------        -----------

BALANCE, SEPTEMBER 30, 2000                       18,243,873       $18,244        $3,400,017        $(3,214,206)
                                                  ==========       =======        ==========        ===========
</TABLE>

<TABLE>
<CAPTION>

                                                   Subscriptions
                                                     Receivable           Total
                                                   -------------       -----------
<S>                                                <C>                 <C>
Balance, January 1, 2000                              $     --         $  (138,590)

Stock issued for cash and subscribed to                (15,334)          1,272,166

Stock issued for compensation and services                  --           1,923,841

Stock issued for settlement of debt                     (8,455)             82,545

Stock issued in MNS Acquisition                             --              79,220

Net loss, September 30, 2000                                --          (3,038,916)
                                                      --------         -----------

BALANCE, SEPTEMBER 30, 2000                           $(23,789)        $   180,266
                                                      ========         ===========
</TABLE>

          See accompanying notes to consolidated financial statements.



                                       4
<PAGE>   9

                        BLAGMAN MEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         For The Nine           For The Nine
                                                                         Months Ended           Months Ended
                                                                      September 30, 2000     September 30, 1999
                                                                      ------------------     ------------------
<S>                                                                   <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (Loss) Income                                                       $(3,038,916)            $(29,843)
  Adjustments to reconcile net (loss) income to net cash (used
    in) provided by operating activities:
  Depreciation                                                                  8,154                   --
  Stock based acquisition cost of subsidiary                                   79,220                   --
  Stock issued for compensation and services                                1,923,841                   --
  Changes in operating assets and liabilities:
    (Increase) decrease in:
      Accounts receivable                                                     181,776               19,974
      Other current assets                                                     (9,586)                  --
      Prepaid expenses                                                        (32,678)                  --
      Loan receivable -- stockholder                                           (5,000)               5,253
    Increase (Decrease) in:
      Accounts payable and accrued expenses                                  (124,678)             (40,249)
                                                                          -----------             --------
        Net cash (used in) provided by operating activities                (1,017,867)             (44,865)
                                                                          -----------             --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                          (76,776)                  --
  Note receivable stockholder                                                 (75,000)                  --
                                                                          -----------             --------
        Net cash used in investing activities                                (151,776)                  --
                                                                          -----------             --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from stock issuance                                              1,272,166                   --
  Repayment of loans                                                               --               (3,760)
  Line of credit - net                                                        (74,713)               9,982
                                                                          -----------             --------
        Net cash provided by financing activities                           1,197,453                6,222
                                                                          -----------             --------

NET INCREASE (DECREASE) IN CASH                                                27,810              (38,643)

CASH -- BEGINNING OF PERIOD                                                        --               67,342
                                                                          -----------             --------

CASH -- END OF PERIOD                                                     $    27,810             $ 28,699
                                                                          ===========             ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for -- Interest                               $     8,613             $  6,089
                                                                          ===========             ========
</TABLE>


          See accompanying notes to consolidated financial statements.



                                       5
<PAGE>   10

                        BLAGMAN MEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2000
                                   (UNAUDITED)


NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

        (A) ORGANIZATION

        Blagman Media International, Inc. (the "Company") was formed on January
        29, 1999 upon incorporation from a sole proprietorship. The Company is a
        global direct response marketing and advertising agency that produces
        response-driven infomercials, and provides product placement, media
        buying, medical marketing, production and syndication of television
        programming, and other associated transactional media business pursuits.

        On August 2, 1999 one hundred percent of the issued and outstanding
        common stock of Blagman Media International, Inc. was acquired by
        Unisat, Inc. in a transaction accounted for as a recapitalization of
        Blagman Media International, Inc. Unisat, Inc. subsequently changed its
        name to Blagman Media International, Inc. (See Note 10).

        During the quarter ended September 30, 2000 the Company acquired one
        hundred percent of MNS Eagle Equity Group I, Inc., an inactive
        development stage company incorporated in Nevada (See Note 10(B)).

        (B) BASIS OF PRESENTATION

        The accompanying unaudited financial statements have been prepared in
        accordance with generally accepted accounting principles and the rules
        and regulations of the Securities and Exchange Commission for interim
        financial information.

        (C) PRINCIPLES OF CONSOLIDATION

        The accompanying consolidated financial statements include the accounts
        of the Company and its subsidiaries. All significant inter-company
        transactions and balances have been eliminated in consolidation.

        (D) USE OF ESTIMATES

        In preparing financial statements in conformity with generally accepted
        accounting principles, management is required to make estimates and
        assumptions that affect the reported amounts of assets and liabilities
        and the disclosure of contingent assets and liabilities at the date of
        the financial statements and revenues and expenses during the reported
        period. Actual results could differ from those estimates.



                                       6
<PAGE>   11

                        BLAGMAN MEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2000
                                   (UNAUDITED)


        (E) CASH AND CASH EQUIVALENTS

        For purposes of the cash flow statements, the Company considers all
        highly liquid investments with original maturities of three months or
        less at the time of purchase to be cash equivalents.

        (F) FAIR VALUE OF FINANCIAL INSTRUMENTS

        Statement of Financial Accounting Standards No. 107, "Disclosures about
        Fair Value of Financial Instruments", requires disclosures of
        information about the fair value of certain financial instruments for
        which it is practicable to estimate the value. For purposes of this
        disclosure, the fair value of a financial instrument is the amount at
        which the instrument could be exchanged in a current transaction between
        willing parties other than in a forced sale or liquidation.

        The carrying amounts of the Company's accounts receivable, loan
        receivable, accounts payable and accrued liabilities, and notes and
        loans payable, approximates fair value due to the relatively short
        period to maturity for these instruments.

        (G) PROPERTY AND EQUIPMENT

        Property and equipment are stated at cost and depreciated, using
        accelerated methods over the estimated economic useful lives of 5 to 7
        years. Expenditures for maintenance and repairs are charged to expense
        as incurred. Major improvements are capitalized.

        (H) REVENUE RECOGNITION

        The Company recognizes revenue from the sale of media time to
        advertising clients when the related advertisement is broadcasted. In
        addition, they earn commissions in connection with the procurement of
        media time on behalf of advertising clients. Such commissions are also
        considered earned when the underling advertisement is broadcasted.
        Additionally, the Company has entered into contractual agreements with
        other advertising firms to share revenues based upon the terms of the
        specific agreements. The income produced by these revenue-sharing
        contracts are recognized as media or commission income depending upon
        the nature of the income earned from the agreement.

        (I) INCOME TAXES

        The Company accounts for income taxes under the Financial Accounting
        Standards Board Statement of Financial Accounting Standards No. 109
        "Accounting for Income Taxes" ("Statement 109"). Under Statement 109,
        deferred tax assets and liabilities are recognized for the future tax
        consequences attributable to differences between the



                                       7
<PAGE>   12

                        BLAGMAN MEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2000
                                   (UNAUDITED)


        financial statement carrying amounts of existing assets and liabilities
        and their respective tax bases. Deferred tax assets and liabilities are
        measured using enacted tax rates expected to apply to taxable income in
        the years in which those temporary differences are expected to be
        recovered or settled. Under Statement 109, the effect on deferred tax
        assets and liabilities of a change in tax rates is recognized in income
        in the period that includes the enactment date.

        (J) CONCENTRATION OF CREDIT RISK

        The Company maintains its cash in bank deposit accounts, which, at
        times, may exceed federally insured limits. The Company has not
        experienced any losses in such accounts and believes it is not exposed
        to any significant credit risk on cash and cash equivalents.

        (K) EARNINGS (LOSS) PER SHARE

        Net income (loss) per common share for the nine months ended September
        30, 2000 is computed based upon the weighted average common shares
        outstanding as defined by Financial Accounting Standards No. 128,
        "Earnings Per Share".

        Common stock equivalents at September 30, 2000 have not been included in
        the computation of diluted earnings per share since the effect would be
        anti-dilutive.

        (L) Segment INFORMATION

        The Company follows Statement of Financial Accounting Standards No. 131
        "Disclosures about Segments of an Enterprise and Related Information."
        During the nine months ended September 30, 2000, the Company only
        operated in one segment therefore segment disclosure has not been
        presented.

        (M) RECENT ACCOUNTING PRONOUNCEMENTS

        The Financial Accounting Standards Board has recently issued several new
        accounting pronouncements. Statement No. 133, "Accounting for Derivative
        Instruments and Hedging Activities", as amended by Statements No. 137
        and 138, establishes accounting and reporting standards for derivative
        instruments and related contracts and hedging activities. This statement
        is effective for all fiscal quarters and fiscal years beginning after
        June 15, 2000. The Company believes that its adoption of pronouncement
        No. 133, as amended by No. 137 and 138, will not have a material effect
        on the Company's financial position or results of operations.



                                       8
<PAGE>   13

                        BLAGMAN MEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2000
                                   (UNAUDITED)


        (N) STOCK OPTIONS

        In accordance with Statement of Financial Accounting Standards No. 123,
        "Accounting For Stock Based Compensation" ("SFAS 123"), the Company has
        elected to account for Stock Options issued to a loan guarantor in
        accordance with SFAS 123.

NOTE 2  NOTE AND LOAN RECEIVABLE - STOCKHOLDER

        The note receivable from stockholder is due on October 31, 2000 and
        bears interest at 8% per annum.

        The loan receivable from stockholder is uncollateralized and
        non-interest bearing.

NOTE 3  PROPERTY AND EQUIPMENT

        The following is a summary of property and equipment at September 30,
        2000:

<TABLE>
<S>                                                                                 <C>
        Computer equipment                                                          $   38,690
        Furniture and fixtures                                                          51,831
        Office equipment                                                                13,880
        Leasehold improvements                                                           2,876
                                                                                    ----------
                                                                                       107,277
        Less: Accumulated depreciation                                                 (31,713)
                                                                                    ----------
        Property and equipment - net                                                $   75,564
                                                                                    ===========
</TABLE>

        Depreciation expense was $8,154 for the period ended September 30, 2000.

NOTE 4  NOTES AND LOANS PAYABLE

        The following schedule reflects notes and loans payable at September 30,
        2000:

<TABLE>
<S>                                                                              <C>
        Note payable, interest at 6% due March 31, 2001.  In addition, the
          Company had provided an option to purchase up to 100,000 shares
          of common stock, at $0.25 per share, at any time until September
          1, 2000 (See Note 6).                                                     $   50,000

        Loan payable, interest at 9.5%, due on demand.                                  13,607
                                                                                    ----------
                                                                                        63,607
        Less current portion                                                            63,607
                                                                                    ----------

        Notes and loans payable -- non-current                                      $       --
                                                                                    ==========
</TABLE>



                                       9
<PAGE>   14

                        BLAGMAN MEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2000
                                   (UNAUDITED)


NOTE 5  LINE OF CREDIT

        The Company had a line of credit agreement with a bank that provided
        that it could borrow up to $75,000 at 2% over Prime. The line matured on
        February 7, 2000 and all principal and interest due was paid.


NOTE 6  EQUITY

        (A) COMMON STOCK ISSUANCE

        The Company issued 2,700,000 shares of common stock for cash totaling
        $1,272,166.

        The Company issued 3,024,000 shares of common stock for compensation,
        consulting, legal and other services having a fair value of $1,923,841
        based upon the per share fair value at the issuance date.

        The Company issued 400,000 shares of common stock for the settlement of
        a debt of $82,545 and a subscription receivable of $8,455.

        In connection with its acquisition of MNS Eagle, the Company issued
        50,000 shares of common stock having an aggregate fair value of $79,220
        (See Note 10(B)).

        (B) COMMON STOCK OFFERING

        On February 16, 2000, the Board of Directors agreed to offer up to
        1,250,000 shares of common stock, pursuant to Regulation D, Section 4(6)
        of the Securities Act of 1933, as amended, at $0.80 per share. The offer
        was fully subscribed to by September 30, 2000 and $984,666 of the total
        subscription of $1,000,000 had been received.

        (C) STOCK OPTIONS GRANTED UNDER LOAN GUARANTEE AGREEMENT

        For options issued in connection with a note (See Note 4), the Company
        applies SFAS 123. Accordingly, a loan fee of $16,000 was charged to
        operations in the year ended December 31, 1999.

        For financial statement disclosure purposes and for purposes of valuing
        stock options issued to new employees, the fair market value of each
        stock option granted estimated on the date of grant using the
        Black-Scholes Options-Pricing Model in accordance SFAS 123.



                                       10
<PAGE>   15

                        BLAGMAN MEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2000
                                   (UNAUDITED)

        As of September 30, 2000, the options issued under the loan guarantee
        agreement expired and were not exercised.

NOTE 7  COMMITMENTS AND CONTINGENCIES

        (A) OPERATING LEASE

        On February 29, 2000, the Company entered into a new lease agreement for
        corporate offices. The lease term is for 37 months. The monthly base
        rent is $9,089 commencing March 1, 2000. Minimum annual rentals under
        this lease are as follows:

<TABLE>
<CAPTION>
                        Years Ending September 30:                Amount
                        --------------------------              ---------
<S>                                                             <C>
                                   2001                         $ 109,068
                                   2002                           109,068
                                   2003                            63,623
</TABLE>

        (B) CONSULTING AGREEMENTS

        On December 2, 1999, the Company originally entered into a six-month
        agreement with a consulting firm to provide management consulting,
        business advisory, shareholder information, and public relations advice.
        The agreement called for compensation based on proposed fees for
        services to be rendered. The Company is currently employing the same
        consulting firm on a month to month basis.

        On December 1, 1999, the Company entered into a five-year agreement with
        a consultant whereby the consultant was to provide advisory business
        services. The agreement called for the consultant to receive 25,000
        shares of the Company's common stock upon execution of the agreement,
        and an additional 25,000 shares upon expiration of each quarter year
        during the first year term to an aggregate of 100,000 shares. None of
        the above shares were issued. On March 21, 2000, the parties entered
        into a settlement agreement and mutual release and the Company issued
        50,000 shares of common stock as consideration during the period ended
        September 30, 2000.

        (C) LEGAL ACTIONS

        On April 1, 1999, a Nevada Corporation filed suit against the Company,
        its former Chairman of the Board and a former director in the Second
        Judicial District Court of the State of Nevada, in and for the County of
        Washoe. In the complaint, the plaintiff alleged intentional interference
        with contractual relations between the Company and a third party,
        intentional interference with prospective economic advantage,
        conspiracy, unfair business practices, breach of fiduciary duty, unjust
        enrichment, rescission of contract, incomplete



                                       11
<PAGE>   16

                        BLAGMAN MEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2000
                                   (UNAUDITED)


        accounting and permanent injunction. On February 7, 2000, the parties to
        the legal action stipulated that the alleged complaints in the lawsuit
        be dismissed without prejudice.

NOTE 8  CONCENTRATIONS

        Approximately 92% of revenues were derived from two customers for the
        period ended September 30, 2000. Approximately 81% of accounts
        receivable were due from three customers having balances an excess of
        10% as of September 30, 2000.

NOTE 9  INCOME TAXES

        In 1998, the Company was a sole-proprietorship and the proprietor was
        responsible for all taxes personally.

        There was no income tax expense (benefit) for the nine months ended
        September 30, 2000 as the Company incurred a loss.

        The tax effects of temporary differences that gave rise to significant
        proportions of deferred tax assets and liabilities at September 30, 2000
        are as follows:


<TABLE>
<S>                                             <C>
Deferred tax assets:
  Net operating loss carryforward               $ 1,065,570
                                                -----------
     Total gross deferred tax assets              1,065,570
Less valuation allowance                         (1,065,570)
                                                -----------

Net deferred tax assets                         $        --
                                                ===========
</TABLE>

        At September 30, 2000, the Company had a net operating loss carryforward
        of approximately $3,134,000 for U.S. Federal income tax purposes
        available to offset future taxable income expiring on various dates
        beginning in 2016 through 2018.

        The valuation allowance at January 1, 2000 was $32,370. The net change
        in the valuation allowance during the period ended September 30, 2000
        was an increase of approximately $1,033,200.

NOTE 10 BUSINESS COMBINATIONS

        (A) ACQUISITION AND RECAPITALIZATION - UNISTAT, INC.

        Under a Stock Exchange Agreement (the "Agreement") consummated on August
        2, 1999, Unisat, Inc., ("Unisat"), a non-reporting public shell with no
        operations at that



                                       12
<PAGE>   17

                        BLAGMAN MEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2000
                                   (UNAUDITED)


        time, acquired one hundred percent of the issued and outstanding common
        stock (9,000,000 shares) of Blagman Media International, Inc.
        ("Blagman") in exchange for 8,200,000 shares of the $0.001 par value
        common stock of Unisat. As a result of the exchange, the Company became
        a wholly owned subsidiary of Unisat and the stockholders of Blagman
        become stockholders of approximately sixty-eight percent of Unisat.
        Generally Accepted Accounting Principles require that the Company whose
        shareholders retain a majority interest in a business combination be
        treated as the acquiror for accounting purposes. As a result, the
        exchange was treated as an acquisition of Unisat by Blagman, and a
        recapitalization of Blagman. The Company's consolidated financial
        statements immediately following the acquisition were as follows: (1)
        The Balance Sheet consists of Blagman's net assets at historical cost
        and Unisat's net assets at historical cost and (2) the Statement of
        Operations includes Blagman's operations for the period presented and
        Unisat's operations from the date of acquisition. The Company filed an
        amendment to its articles of incorporation to change its name from
        Unisat, Inc. to Blagman Media International, Inc.

        (B) STOCK EXCHANGE AGREEMENT

        Pursuant to a Stock Exchange Agreement (the "Exchange Agreement") dated
        as of April 20, 2000, as amended, between the Company and the
        shareholders of MNS Eagle Equity Group I, Inc. ("MNS"), a Nevada
        Corporation, 100% of the outstanding shares of common stock held by the
        MNS shareholders were exchanged for 50,000 shares of common stock of the
        Company having a fair value of $79,220 and $100,000 cash in a
        transaction in which the Company effectively became the parent
        corporation of MNS.

        The Exchange Agreement was adopted by the unanimous consent of the Board
        of Directors of the Company and MNS on April 20, 2000. No approval of
        the shareholders of either the Company or MNS is required under
        applicable state corporate law.

        At the date of the acquisition MNS Eagle was an inactive public shell
        corporation with no assets or liabilities. Therefore, the cost of
        acquiring MNS was not attributable to an intangible asset or goodwill,
        but was accounted for as a charge to operations and classified as an
        other deduction on the statement of operations in the account,
        subsidiary acquisition costs.

        (C) ACQUISITION AND RESCISSION AGREEMENTS

        Under a Stock Exchange Agreement (the "Agreement) consummated in 2000,
        the Company was to acquire Mullinger Media & Communications, Ltd.
        ("MMC") in exchange for 600,000 shares of Series A Preferred Stock of
        the Company. As a result of the exchange, MMC would have become a wholly
        owned subsidiary of the Company.



                                       13
<PAGE>   18

                        BLAGMAN MEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2000
                                   (UNAUDITED)


        Subsequent thereto, the Company rescinded this agreement for failure of
        consideration and other deficiencies.

NOTE 11 SUBSEQUENT EVENT

        On October 20, 2000 the Company executed a letter of intent to acquire a
        controlling equity interest in Tri-Gate Entertainment, Inc., a Bermuda
        corporation, ("Tri-Gate"). Under the terms of the letter of intent, the
        Company will initially acquire 51% of Tri-Gate in exchange for 1,900,000
        shares of the Company's restricted rule 144 common stock and would be
        granted an option to acquire the remaining 49% equity interest in
        Tri-Gate. In the event that a definitive acquisition agreement has not
        been executed and delivered by 90 days, either party may terminate the
        letter of intent without liability on the part of either party.



                                       14
<PAGE>   19

ITEM 2.                       MANAGEMENT'S DISCUSSION
                                       AND
                        ANALYSIS OF RESULTS OF OPERATIONS

GENERAL

        Blagman Media International, Inc. (the "Company") was incorporated on
January 29, 1999 as a successor to a sole proprietorship. The Company is a
global direct response marketing and advertising agency that produces
response-driven infomercials, and provides product placement, media buying,
medical marketing, production and syndication of television programming, and
other associated transactional media business products.

        Under a Stock Exchange Agreement (the "Agreement") consummated on August
2, 1999, Unisat, Inc., ("Unisat"), a non-reporting public entity with no
operations at that time, acquired one hundred percent of the issued and
outstanding common stock (9,000,000 shares) of the Company in exchange for
8,200,000 shares of the $0.001 par value common stock of Unisat. As a result of
the exchange, the Company became a wholly owned subsidiary of Unisat and the
stockholders of the Company become stockholders of approximately sixty-eight
percent of Unisat. Generally Accepted Accounting Principles require that the
entity whose shareholders retain a majority interest in a business combination
be treated as the acquiror for accounting purposes. As a result, the exchange
was treated as an acquisition of Unisat by the Company, and a recapitalization
of the Company.

        Pursuant to a Stock Exchange Agreement (the "Exchange Agreement") dated
as of April 20, 2000, as amended, between the Company and the shareholders of
MNS Eagle Equity Group I, Inc. ("MNS"), a Nevada corporation, 100% of the
outstanding shares of common stock held by the MNS shareholders were to be
exchanged for 50,000 shares of common stock of the Company having a fair value
of $79,220 and $100,000 cash in a transaction in which the Company effectively
became the parent corporation of MNS. At June 30, 2000, 89.9% of the shares had
been exchanged and the remainder were exchanged in July.

        On April 20, 2000, the Company filed an interim report on Form 8-K as
successor to MNS and assumed MNS' reporting status. The transition of the name
change of the Securities and Exchange Commission file from MNS to the Company is
currently in process.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1999

        Net Revenues (principally from advertising placements, commissions and
revenue sharing arrangements) for the three month period ended September 30,
2000 as compared to the same period in 1999 decreased from $648,710 to $454,494
(30%). The reduction was principally the result of the loss of a major insurance
company account, which had accounted for advertising placements of more than
$4,000,000 for the Company, when that insurer was



                                       15
<PAGE>   20

acquired by another insurer which then ceased all advertising efforts. The
acquisition occurred in late 1999 but the change in advertising policy fully
impacted the Company's revenues commencing in the second quarter of 2000. The
decrease in revenues between the two years of $194,216 (30%) was not reflected
in gross profits, which increased from a loss of $63,832 in the third quarter of
1999 to a gross profit of $104.592 in the third quarter of 2000, reflecting an
increase of $168,424 (264%). The gross profit margins reflect both the changes
in revenues, since the nature of the Company's business provides margins which
tend to be proportionate to its revenues, and the improved operating results
because of efficiencies from the use of computer tracking systems which began to
be reflected during the third quarter of 2000. For the comparable nine month
periods in 2000 and 1999, gross profit was $263,235 in 2000 and $333,087 in
1999, representing a $69,852 (21%) decrease. This decrease was also principally
related to the loss of the insurance client when it was acquired by another
insurer.

        The decrease in revenues as well as a $830,542 (439%) increase in total
operating expenses (consisting principally of the $612,341 in Non-Cash
Compensation and services described below) from $125,387 during the three months
ended September 30, 1999 to $955,839 for the three months ended September 30,
2000 resulted in a loss (before other income net of $214) in 2000 of $851,247
compared to operating losses of $189,219 for the three month period in 1999 or a
1037% increase in operating losses. During the three months ended September 30,
2000, the Company issued 1,712,500 common shares as compensation for prior
services to various consultants and professionals. Under GAAP, the Company is
required to record these amounts as a compensation expense based on the market
price of the Company's shares on the date of issuance, even though no cash
payments were made. As a result, the Company recorded $612,341 in non cash
compensation, which has been reflected as a portion of both the Professional and
Consulting Fees and Other General and Administrative Expenses (collectively
"Non-Cash Compensation").

        The increase in operating costs also resulted from the Company's status
as a public entity which accounted for a $83,890 increase in cash professional
fees and a $74,380 aggregate increase in travel, other cash general and
administrative expenses and similar costs during the three month period ended
September 30, 2000 as compared to the same period in 1999. In addition, the
Company experienced aggregate increases from $115,460 to $194,369 (168%) in cash
compensation to officers and in other compensation related costs, rents,
advertising and related items, principally in connection with the expanded
operating requirements and the need for some additional operating staff since
certain executives were required to devote a substantial portion of their time
to the public aspects of the Company rather than to day-to-day sales and
marketing activities for the Company. The increases experienced over prior
quarters were partially offset by the increased use of the computer tracking
system and technology systems, by management's increased experience with public
company status which has allowed them to redirect more of their efforts to
day-to-day operating activities and the retention of professionals familiar with
public company requirements generally. Also, management believes that it has now
addressed the cumulative effects of the direct and indirect Non-Cash
Compensation and other equity commitments and dilution matters which arose from
the Unistat and NMS transactions from the Company's early experiences as a
public entity and from deferrals of cash compensation by officers and
consultants.



                                       16
<PAGE>   21

COST OF REVENUES

        Cost of revenues (principally consisting of media acquisition and
airtime costs) for the three months ended September 30, 2000 decreased from
$712,542 to $349,902 representing a decrease of $362,640 (51%) primarily due to
the impact of the loss of the large insurance company account, partially offset
by the improved efficiencies realized from the integration of the computer
tracking systems. As a general matter, the Company incurs media costs in direct
proportion to operating revenues and, therefore, the decrease in costs was
principally related to the decrease in advertising revenues. For the nine months
ended September 30, 2000, the cost of revenues decreased from $1,665,451 to
$1,339.901 representing a decrease of $525,550 (32%) again, due primarily to the
reduced media purchases because of the loss of the large insurance company
account.

GENERAL AND ADMINISTRATIVE EXPENSES

        Total general and administrative expenses increased from $125,387 to
$955,839 (762%) for the three month period ended September 30, 2000 and from
$358,042 to $3,119,895 (871%) for the nine months ended September 30, 1999 and
2000 respectively. The increase consisted principally of the $830,542 of
Non-Cash Compensation and the increase in cash professional fees from $5,062 to
$83,890 for the three months and $15,082 to $239,975 for the nine months ended
September 30, 1999 and 2000 respectively. Cash expenditures increased in each
category to accommodate the public company requirements and the expanded
staffing and overhead costs to accommodate the public status and the sales and
advertising personnel added when certain executives shifted a portion of their
efforts from sales and marketing to public company matters, all of which were
partially offset by the savings from computer tracking and reduced travel and
entertainment costs. The Non-Cash Compensation amount which was reflected in
this and the prior quarter is not expected to be a recurring item in future
periods because obligations from the prior entities and other commitments have
generally been satisfied. The Company anticipates that the other increases will
moderate in future periods as management gains experience overseeing a publicly
held enterprise and is able to manage and predict those costs and needs more
effectively.

INTEREST EXPENSE AND OUTSTANDING LOANS

        Interest expense in the three month periods was not a significant item
and increased from $1,898 to $2,172 (14%). In the nine month period ended
September 30, 2000, the interest expense increased from $6,089 to $8,613 (41%)
from the same period in 1999. Since the Company records revenues as received and
generally commits to time expenditures only when there is assurance of payment
from its clients, interest costs and advertising revenue adjustments are small.
At September 30, 2000, the Company had loans of $118,948 due from shareholders
who have deferred salary and have received certain short term advances, and
taken advances from the Company, all or a portion of which is expected to be
converted to compensation expense when employment agreements are finalized.



                                       17
<PAGE>   22

LIQUIDITY AND CAPITAL RESOURCES

        For the nine months ended September 30, 2000, compared to December 31,
1999, the Company's available cash increased by $27,810, but was offset by a
decrease in accounts receivable from $479,054 to $297,278 resulting in a
decrease in current assets from $519,920 to $488,218 (6%) from December 31, 1999
until September 30, 2000. However, the accounts payable at September 30, 2000
was $319,909 compared to $460,587 at December 31, 1999, a 31% decrease. Those
shifts in accounts receivable and accounts payable were the result of the impact
of the loss of the large insurance company account, the initial impact from new
accounts and improved internal controls. Management anticipates that additional
accounts now being acquired by the Company will replace all, or a substantial
portion, of the lost revenues from the insurance account and that a significant
portion of those revenues will be recognized during the balance of 2000, but
there is no assurance that the Company will be successful in fully offsetting
the lost account.

        During the nine months ended September 30, 2000, the Company issued
6,174,000 common shares of which 2,700,000 were issued for new capital, 50,000
were issued in connection with the MNS transaction and 3,424,000 common shares
were issued as Non-Cash Compensation and debt settlement. These transactions
resulted in 18,243,873 common shares outstanding at September 30, 2000. During
the first nine months of 2000, the Company received additional paid-in capital
of $1,284,800, consisting of the cash proceeds of the sale of additional common
shares. These funds, along with the Non-Cash Compensation and the MNS
transaction, resulted in a total shareholders equity of $180,266 at September
30, 2000 compared to a deficit of $138,590 at December 31, 1999. The additional
capital was applied to meet working capital requirements.

        Management is currently pursuing various initiatives to expand the
Company's operations internally and through strategic alliances or acquisitions
with other industry partners. These endeavors will require additional capital
funding which the Company hopes to raise through debt or equity financing
arrangements, if appropriate financing is available, on reasonable and accepted
terms.

        The Company intends to continue to seek additional working capital to
meet its operating requirements and to provide further capital for expansion,
acquisitions or strategic alliances with businesses that are complementary to
the Company's long term business objectives. While the Company believes that
additional capital will be needed to maintain the growth plans of the Company,
management believes that the working capital now available to it along with
funds generated from operations will be sufficient to meet capital requirements
for the next 12 months even if substantial additional working capital does not
become available.

NEW ACCOUNTING PRONOUNCEMENTS

        The Financial Accounting Standards Board has adopted several notices
with regard to the treatment of interim financial statements. These issues are
presented in the Company's interim financial statements. As discussed in the
notes to the interim financial statements, the



                                       18
<PAGE>   23

implementation of these new pronouncements is not expected to have a material
effect on the financial statements.

YEAR 2000 STATEMENT

        The Company has verified that all internal software used in the
operations of the Company and related developments are Year 2000 compliant. The
Company sees no risk at this time pertaining to Year 2000, and internal company
operations.

FORWARD-LOOKING STATEMENTS

        Safe Harbor statement under the Private Securities Litigation Reform Act
of 1995: Except for historical information contained herein, the matters
discussed in this filing are forward-looking statements that involve risks and
uncertainties, including but not limited to economic, competitive, governmental
and technological factors affecting the Company's operations, markets, products
and prices and other factors discussed in the Company's various filings with the
Securities and Exchange Commission.

PART 2. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        Not applicable.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

        During the three months ended September 30, 2000, the Company issued
2,817,533 common shares of which 700,000 were for cash of $175,000, 5,033
constituted the balance of 50,000 shares issued in connection with the MNS
transaction, 400,000 for settlement of debt, and 1,712,500 common shares were
issued as Non-Cash Compensation as described in Part 1. During the nine months
ended September 30, 2000, the Company received additional paid-in capital of
$1,272,166, consisting of the cash proceeds of the sale of additional common
shares. These funds, along with the Non-Cash Compensation and the MNS
transaction, resulted in a total shareholders equity of $180,266 at September
30, 2000 compared to a deficit of $138,590 at December 31, 1999. The additional
capital was applied to meet working capital requirements.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

        Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        Not applicable.



                                       19
<PAGE>   24

ITEM 5. OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a)     Exhibits
                None

        (b)     Reports on Form 8-K
                None


SIGNATURES

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

                                       BLAGMAN MEDIA INTERNATIONAL, INC.


Dated:  July 19, 2001                  /s/ Robert Blagman
                                       -----------------------------------------
                                       Robert Blagman, President



                                       20