<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB


[X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934
       For the quarterly period ended June 30, 2001

[ ]    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: 14,426,340 shares of common
stock as of June 30, 2000

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




<PAGE>   2


                                      INDEX

                        BLAGMAN MEDIA INTERNATIONAL, INC.

<TABLE>
<CAPTION>

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

         Item 1.  Financial Statements

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

                  Consolidated Balance Sheets as of June 30, 2001 (unaudited)
                  and December 31, 2000..............................................................     2

                  Consolidated Statements of Operations for the Three and Six Months
                  Ended June 30, 2001 and 2000 (unaudited)...........................................     3

                  Consolidated Statement of Cash Flows for the Six Months Ended
                  June 30, 2000 and 1999 (unaudited).................................................     4

                  Notes to Consolidated Financial Statements as of June 30, 2000
                  (unaudited)........................................................................     5

         Item 2.  Management's Discussion and Analysis of
                  Results of Operations..............................................................     6

PART 2.  OTHER INFORMATION

         Item 1.  Legal Proceedings..................................................................    10

         Item 2.  Changes in Securities and Use of Proceeds..........................................    10

         Item 3.  Default Upon Senior Securities.....................................................    10

         Item 4.  Submission of Matters to a Vote of Security Holders................................    10

         Item 5.  Other Information..................................................................    10

         Item 6.  Exhibits and Reports on Form 8-K...................................................    11

</TABLE>


                                       i

<PAGE>   3




ITEM 1.                BLAGMAN MEDIA INTERNATIONAL, INC.
------                        AND SUBSIDIARIES



CONTENTS


PAGE         1      INDEPENDENT ACCOUNTANTS' REPORT

PAGE         2      CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2001 (UNAUDITED)
                    AND DECEMBER 31, 2000

PAGE         3      CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX
                    MONTHS ENDED JUNE 30, 2001 AND 2000 (UNAUDITED)

PAGE         4      CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS
                    ENDED JUNE 30, 2001 AND 2000 (UNAUDITED)

PAGE         5      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30,
                    2001 (UNAUDITED)




                                       2
<PAGE>   4




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 June 30, 2001 and the consolidated
statements of operations and cash flows for the three and six months ended June
30, 2001 and 2000. 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 accounting principles generally accepted in the United States of
America.




WEINBERG & COMPANY, P.A.


Boca Raton, Florida
August 15, 2001

<PAGE>   5



                        BLAGMAN MEDIA INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

ASSETS
                                                                                June 30, 2001        December 31,
                                                                                 (Unaudited)            2000
                                                                                -------------        ------------
CURRENT ASSETS
<S>                                                                             <C>                <C>
   Cash                                                                         $     20,563       $    179,744
   Accounts receivable (net of allowance for bad debts
     of $27,879 at June 30, 2001)                                                     22,224             15,569
   Other current assets                                                               53,500              2,974
   Prepaid insurance                                                                  15,386             21,884
   Note and loan receivable - stockholder                                            124,345            120,448
                                                                                ------------       ------------
     Total Current Assets                                                            236,018            340,619
                                                                                ------------       ------------

PROPERTY AND EQUIPMENT - NET                                                          64,153             71,737
                                                                                ------------       ------------

OTHER ASSETS
  Deposits                                                                             4,456              4,456
                                                                                ------------       ------------
     Total Other Assets                                                                4,456              4,456
                                                                                ------------       ------------

TOTAL ASSETS                                                                    $    304,627       $    416,812
                                                                                ============       ============

                            LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
   Notes and loans payable - current portion                                    $     50,000       $     77,449
   Deferred revenue                                                                  110,000            250,000
   Accounts payable and accrued expenses                                             962,490            463,066
  Media cost refunds payable                                                          17,296             33,287
                                                                                ------------       ------------
     Total Current Liabilities                                                     1,139,786            823,802
                                                                                ------------       ------------

LONG-TERM LIABILITIES
  Notes payable                                                                      445,500               --
                                                                                ------------       ------------
TOTAL LIABILITIES                                                                  1,585,286            823,802
                                                                                ------------       ------------

STOCKHOLDERS' DEFICIENCY
   Common stock, $.001 par value, 100,000,000 shares authorized,
     94,322,450 and 22,403,450 shares issued and outstanding, respectively            94,322             22,403
   Additional paid-in capital                                                     14,655,895          3,951,540
   Accumulated deficit                                                            (6,400,167)        (4,165,599)
                                                                                ------------       ------------
                                                                                   8,250,050           (191,656)
   Subscriptions receivable                                                          (15,334)          (215,334)
  Deferred stock based compensation                                               (9,615,375)              --
                                                                                ------------       ------------
     Total Stockholders' Deficiency                                               (1,280,659)          (406,990)
                                                                                ------------       ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                  $    304,627       $    416,812
                                                                                ============       ============

</TABLE>


          See accompanying notes to consolidated financial statements.



                                       2
<PAGE>   6



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

<TABLE>
<CAPTION>

                                                    For The Six       For The Six     For The Three   For The Three
                                                   Months Ended      Months Ended      Months Ended   Months Ended
                                                   June 30, 2001     June 30, 2000    June 30, 2001   June 30, 2000
                                                    (Unaudited)       (Unaudited)      (Unaudited)     (Unaudited)
                                                  --------------   ---------------  ---------------   -------------
<S>                                                <C>              <C>              <C>              <C>
REVENUES - NET                                     $    192,594     $    239,940     $     63,357     $    258,101

COST OF REVENUES                                          4,551           (3,064)             180              800
                                                   ------------     ------------     ------------     ------------

GROSS PROFIT                                            188,043          243,004           63,177          257,301
                                                   ------------     ------------     ------------     ------------

OPERATING EXPENSES
   Officers' compensation                               358,334          586,500          179,167          512,000
   Employee compensation and taxes                      112,530          123,098           56,141           84,017
   Commissions                                           87,435           84,361           15,389           60,792
   Travel and entertainment                              41,395          131,804           10,869           73,884
   Other general and administrative                     111,177          102,106           81,342           63,408
   Professional and consulting fees                   1,577,391        1,031,085        1,241,368          939,231
   Rent                                                  47,203           38,244           27,227           30,616
   Telephone                                             15,602           15,476            9,170            8,775
   Advertising                                           46,120          123,067            2,995           95,830
   Auto                                                  21,349            8,360            8,429            7,766
   Depreciation                                           7,585            4,316            3,793            2,422
                                                   ------------     ------------     ------------     ------------
     Total Operating Expenses                         2,426,121        2,248,417        1,635,890        1,878,741
                                                   ------------     ------------     ------------     ------------

(LOSS) FROM OPERATIONS                               (2,238,078)      (2,005,413)      (1,572,713)      (1,621,440)
                                                   ------------     ------------     ------------     ------------

OTHER INCOME (EXPENSE)
   Subsidiary acquisition cost                             --           (179,220)            --           (179,220)
   Interest expense                                     (13,666)          (6,441)         (10,367)          (2,402)
   Interest income                                        1,632            3,191              238            2,279
   Forgiveness of debt                                   15,544             --             15,544             --
                                                   ------------     ------------     ------------     ------------
     Total Other (Expense)                                3,510         (182,470)           5,415         (179,343)
                                                   ------------     ------------     ------------     ------------

NET (LOSS)                                         $ (2,234,568)    $ (2,187,883)    $ (1,567,298)    $ (1,800,783)
                                                                                                      ------------
                                                   ============     ============     ============     ============

Net (loss) per common share - basic and diluted    $      (0.06)           (0.17)           (0.06)           (0.13)
                                                   ============     ============     ============     ============

Weighted average number of common shares
   outstanding - basic and diluted                   39,889,183       13,140,048       28,106,736       13,865,353
                                                   ============     ============     ============     ============
</TABLE>


          See accompanying notes to consolidated financial statements.



                                       3
<PAGE>   7



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

<TABLE>
<CAPTION>

                                                                             For The Six      For The Six
                                                                            Months Ended      Months Ended
                                                                            June 30, 2001     June 30, 2000
                                                                           ---------------   --------------
<S>                                                                         <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (Loss)                                                               $(2,234,568)      $(2,187,883)
   Adjustments to reconcile net (loss) to net cash (used in) operating
    activities:
   Depreciation                                                                   7,584             4,316
   Stock based acquisition cost of subsidiary                                      --              79,220
   Stock issued for compensation and services                                 1,360,899         1,311,500
   Changes in operating assets and liabilities:
     (Increase) decrease in:
       Accounts receivable                                                       (6,665)          362,977
       Other current assets                                                     (50,526)          (26,135)
       Prepaid insurance                                                          6,498              --
     Increase (Decrease) in:
       Accounts payable and accrued expenses                                    342,559          (232,598)
                                                                            -----------       -----------
         Net Cash Used In Operating Activities                                 (574,219)         (688,603)
                                                                            -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                              --             (66,798)
                                                                            -----------       -----------
         Net Cash Used In Investing Activities                                     --             (66,798)
                                                                            -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayment of notes and loans payable                                         (27,449)             --
   Proceeds from notes payable                                                  445,500              --
   Proceeds from stock issuance                                                    --           1,097,166
   Proceeds from stockholder loan                                                85,987           (75,000)
   Repayment of stockholder loan                                                (89,000)            7,627
   Line of credit - net                                                            --             (74,713)
                                                                            -----------       -----------
         Net Cash Provided by Financing Activities                              415,038           955,080
                                                                            -----------       -----------

NET INCREASE IN CASH                                                            159,181           199,679

CASH - BEGINNING OF PERIOD                                                      179,744              --
                                                                            -----------       -----------

CASH - END OF PERIOD                                                        $    20,563       $   199,679
                                                                                              -----------
                                                                            ===========       ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for - Interest                                  $      --         $     6,441
                                                                            ===========       ===========

</TABLE>



          See accompanying notes to consolidated financial statements.

                                       4
<PAGE>   8



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

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

       The accompanying unaudited financial statements have been prepared in
       accordance with accounting principles generally accepted in the United
       States of America and the rules and regulations of the Securities and
       Exchange Commission for interim financial information. Accordingly, they
       do not include all the information necessary for a comprehensive
       presentation of financial position and results of operations.

       It is management's opinion, however that all material adjustments
       (consisting of normal recurring adjustments) have been made which are
       necessary for a fair financial statements presentation. The results for
       the interim period are not necessarily indicative of the results to be
       expected for the year.

       The June 30, 2000 statement of operations has been restated to reflect an
       offset of related media revenues and costs to reflect the proper
       accounting financial statement presentation.

       For further information, refer to the financial statements and footnotes
       for the year ended December 31, 2000 included in the Company's Form
       10-KSB filed April 16, 2001.

NOTE 2  STOCK ISSUANCES

       During the six months ended June 30, 2001 the Company issued 68,604,000
       shares of common stock with a fair value of $10,771,049 for current and
       future services to be performed by consultants with contracts having
       various terms. The Company has charged $1,255,674 to operations during
       the six months ended June 30, 2001 for the expense portion of these
       contracts and has deferred $9,515,375 at June 30, 2001, which is
       classified as a contra to equity on the balance sheet.

NOTE 3  NEW SUBSIDIARY

       On February 28, 2001, the Company incorporated a wholly owned subsidiary,
       Blagman USA, Inc., for the purpose of initiating future mergers. The
       subsidiary has had no activity for the period ended June 30, 2001.

NOTE 4  SUBSEQUENT EVENT

       During July 2001, the Company entered into an agreement with 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 $830,000.



                                       5
<PAGE>   9



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, 2000. On April 20,
2000, the Company filed an interim report on Form 8-K as successor to MNS and
assumed MNS' reporting status.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THREE MONTHS ENDED JUNE 30, 2000

       Net Revenues (principally from advertising placements, commissions and
revenue sharing arrangements) for the three month period ended June 30, 2001
decreased to $63,357 from $258,101 (75%). For the three and six month periods
ended June 30, 2000, the Company previously reported as net revenues and as the
cost of those revenues, the gross advertising placed for clients of the Company,
as well as the associated media costs. To accommodate accounting pronouncements,
for the six months and three months ended June 30, 2001, the Company has
reported only the net revenues, which consist of the commissions and margins due


                                       6
<PAGE>   10

to it rather than the entire advertising placements. It has also restated the
same categories for June 30, 2000. For comparison, the net revenues retained by
the Company (and properly reported under applicable accounting pronouncements)
were $192,594 and $63,357 for the six and three month periods ended June 30,
2001, respectively, compared to $239,940 and $258,101 for the same periods in
2000. This amount resulted in a decrease in gross profits from $257,301 for the
three months ended June 30, 2000 to $63,177 (75%) for the three months ended
2001. 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 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 commencing in
the second quarter of 2000. The changes in gross profit were consistent with the
restated revenues. As noted above, the Statements of Operations for the three
and six month periods ended June 30, 2000 have been restated to reflect the
amount of revenues retained and to be reported by the Company under applicable
accounting pronouncements. Gross profits for the six months ended June 30, 2001
was $188,043 compared to $243,004, a 23% decrease before commissions of $87,435
and $84,361 in the same periods.

       The decrease in revenues and a decrease in total operating expenses from
$1,878,741 during the three months ended June 30, 2000 to $1,635,890 or a
$242,851 (13%) decrease for the three months ended June 30, 2001 and resulted in
operating losses (before other expenses of $179,343 in 2000) of $1,621,440 in
2000 compared to operating losses of $1,572,713 for the three month period in
2001 or a 3% improvement in operating results. During the six months ended June
30, 2001, the Company issued 68,604,000 common shares as compensation to
consultants and for future and current services. Under GAAP, the Company is
required to record the current portion of these amounts or $1,255,674 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 $1,255,674 in additional compensation and consulting fees
("Non-Cash Compensation").

       The level of operating costs reflects, in part, the Company's status as a
public entity and the legal, accounting and other costs incurred when the
Company was pursuing acquisition and merger transactions during 2000 and 2001.
These transactions have not been consummated to date but the Company is
responsible for the costs incurred. Travel, entertainment and other general and
administrative expenses during the three month period ended June 30, 2001
remained relatively consistent except the Company reduced its travel and
entertainment costs by $90,409 for the six months ended June 30, 2001 as
compared to the same period in 2000. In addition, the Company decreased
aggregate officer compensation from $512,000 to $179,167 (65%) during the three
months ended June 30, 2001. Management has been focused on aligning its
operating overhead with its revenues and in obtaining working capital through
loans and other arrangements which it believes will position the Company for
internal growth and allow it to focus on an increased client base and expanded
business operations.




                                       7
<PAGE>   11


COST OF REVENUES

       Cost of revenues before commissions generally are non-material cost to
the Company and principally consist of production costs that are not funded by
clients. The costs were $180 for the three months ended June 30, 2001 compared
to $800 in 2000. Media acquisition and airtime costs are not reflected as
revenues in the current period and have been restated for the prior periods to
eliminate the costs and to record as revenues only the commissions and margins
being retained by the Company but before commissions payable to co-agents. The
Company intends to report only its internal margins and commissions (before any
payments to co-agents) during future periods and to comment with respect to
media costs since, as a general matter, the Company incurs media costs in direct
proportion to operating revenues. For the six months ended June 30, 2000, the
cost of revenues, net of media costs, increased from ($3,064) to $4,551
representing an increase of $7,615 (249%).

GENERAL AND ADMINISTRATIVE EXPENSES

       Total general and administrative expenses decreased from $1,878,741 to
$1,635,890 (13%) for the three month period ended June 30, 2001 and increased
from $2,248,417 to $2,426,121 (8%) for the six months ended June 30, 2000 and
2001 respectively. The increase consisted of the $1,577,391 of Non-Cash
Compensation in 2001 compared to $1,031,085 of Non-Cash Compensation for the
first six months of 2000, offset by decreases in officers compensation and
travel and advertising costs and the fact that the other costs remained at
levels consistent with 2000. The Non-Cash Compensation amount is not expected to
be a recurring item. 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 $2,402 to $10,367. In the six month period ended June 30,
2001, the interest expense increased from $6,441 to $13,666 from the same period
in 2000 due to interest on the $445,500 loans and short term financing costs
incurred on certain payables. 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.
Also, during 2001, as noted above, the Company has restated its revenues to
eliminate media costs from its reported revenues. At June 30, 2001, the Company
had loans of $124,345 due from shareholders who have deferred salary and have
received certain short term advances and had loans of $445,500 due to three
unaffiliated parties that have advanced funds on up to five year repayment
schedules.

SUBSIDIARY ACQUISITION COST

       In the three months ended June 30, 2000, the Company recorded an expense
of $179,220 as the costs related to acquisition of MNS. This amount consists of
$100,000 in cash and


                                       8
<PAGE>   12


$79,200 representing the fair value of the 50,000 common shares of the Company
exchanged for the MNS shares.

LIQUIDITY AND CAPITAL RESOURCES

       For the six months ended June 30, 2001, compared to December 31, 2000,
the Company's available cash decreased from $179,744 to $20,563, but was partly
offset by an increase in accounts receivable and other current assets resulting
in an overall decrease in current assets from $340,619 to $236,018 (31%) from
December 31, 2000 until June 30, 2001. Accounts payable and accrued expenses at
June 30, 2001 were $962,400 compared to $463,066 at December 31, 2000, a 108%
increase resulting principally from accrued officer compensation and accrued
expenses and other obligations incurred in pursuing possible acquisitions and
mergers. Since June 30, 2001, the Company's cash position has improved as it
received the remaining proceeds from the $445,000 loans recorded at June 30,
2001 and the net proceeds of $830,000 from a preferred stock offering undertaken
in July 2001.

       During the first six months of 2001, the Company has focused on resolving
various equity issues, the underlying preferred stock offering, acquiring debt
financing, deciding whether to pursue acquisitions and mergers and, principally,
on acquiring and servicing new business accounts. Management anticipates that
the additional accounts that have been acquired to date and the other new
accounts being sought by the Company will replace all, or a substantial portion,
of the lost revenues from the loss of the large insurance account and that a
significant portion of those revenues will be recognized during the balance of
2001, but there is no assurance that the Company will be successful in fully
offsetting the lost account and completing its business plans.

       During the six months ended June 30, 2001, the Company issued 68,604,000
common shares with a fair value of $10,771,049 as Non-Cash Compensation, of
which $1,255,000 was charged to operations during the first six months of 2001
and the balance has been deferred based on the service terms under the
contracts. These transactions resulted in 94,322,450 common shares outstanding
at June 30, 2001 and a total shareholders deficit of $1,280,659 at June 30, 2001
compared to a deficit of $406,990 at December 31, 2000.

       Management is currently pursuing various initiatives to expand the
Company's operations internally and through strategic alliances with other
industry partners. These endeavors may require additional capital funding which
the Company expects to fund, as necessary, from the credit facilities and
preferred stock issuances and other financings. The Company intends to focus on
operations and new business and clients and these funding sources to meet its
operating requirements, to retire the accumulated accounts payable from the
acquisition and mergers that are not being pursued at this time 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, its increased client base and funds generated from
operations


                                       9
<PAGE>   13



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 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 six months ended June 30, 2001, the Company issued 68,604,000
common shares as Non-Cash Compensation resulting in a total shareholders deficit
of $1,280,659 at June 30, 2001 compared to a deficit of $406,990 at December 31,
2000.

ITEM 3.  DEFAULT UPON SENIOR SECURITIES

       Not applicable.

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

       Not applicable.

ITEM 5.  OTHER INFORMATION



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<PAGE>   14



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:   August 20, 2001                /s/ ROBERT BLAGMAN
                                        ---------------------------------------
                                        Robert Blagman, President



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