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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, 2002                     
|      |  |                                                                  
|[   ] |  | 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                                   |  | 91-192-3501           
|                                         |  |                       
|(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: As of July 31, 2002, the
Registrant had outstanding 12,001,298,667 common shares including 150,000,000
issued after June 30, 2002 and 5,426,000,000 shares which the Company has
deemed to be fraudulently issued and which are the subject of the curative
investigation described herein. The Company may be obligated to validate a
portion of those shares to accommodate legitimate shareholder transactions and
interests.

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





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##### Table of Contents



Part I

BLAGMAN MEDIA INTERNATIONAL, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
AS OF JUNE 30, 2002





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TABLE OF CONTENTS



|                                                                   |  |  |  |  |  |  |  | 
|------------------------------------------------------------------ |  |  |  |  |  |  |  | 
|CONDENSED CONSOLIDATED BALANCE SHEETS                             
|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)       
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)       
|NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
|NOTE 2 STOCK ISSUANCES                                            
|NOTE 3 ACQUISITION                                                
|NOTE 4 LITIGATION                                                 
|NOTE 5 PRO FORMA INFORMATION                                      
|NOTE 6 GOING CONCERN                                              
|NOTE 7 SUBSEQUENT EVENT                                           
|SIGNATURES                                                        
|EXHIBIT 99.1                                                      



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##### Table of Contents



BLAGMAN MEDIA INTERNATIONAL, INC.
AND SUBSIDIARIES

CONTENTS

|      |  |     |  |                                                                                                                      
|----- |  | --- |  | ---------------------------------------------------------------------------------------------------------------------
|PAGE  |  | 1   |  | CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2002
(UNAUDITED) AND DECEMBER 31, 2001                          
|      |  |     |  |                                                                                                                      
|PAGE  |  | 2   |  | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(UNAUDITED)
|      |  |     |  |                                                                                                                      
|PAGE  |  | 3   |  | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
SIX MONTHS ENDED JUNE 30, 2002 AND 2001 (UNAUDITED)          
|      |  |     |  |                                                                                                                      
|PAGES |  | 47 |  | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS
OF JUNE 30, 2002 (UNAUDITED)                                 





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##### Table of Contents






BLAGMAN MEDIA INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

|                                                                                                                                                                                |                                             |                                |             |               |            |                   |            |             |           |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------- | ------------------------------ | ----------- | ------------- | ---------- | ----------------- | ---------- | ----------- | --------- | -
|                                                                                                                                                                                |                                             |                                |             | June 30, 2002 |            |                   |            |            
|                                                                                                                                                                                |                                             |                                |             | (Unaudited)   |            | December 31, 2001
|                                                                                                                                                                                |                                             |                                |             |               |            |                  
|CURRENT ASSETS                                                                                                                                                                  |                                             |                                |             |               |            |                   |            |            
|                                                                                                                                                                                | Cash                                        |                                | $           | 47,590        |            |                   | $          | 199,924     |          
|                                                                                                                                                                                | Accounts receivable, net                    |                                |             | 815,774       |            |                   |            | 5,894       |          
|                                                                                                                                                                                | Prepaid media and other current assets      |                                |             | 1,110,758     |            |                   |            | 264,326     |          
|                                                                                                                                                                                | Note and loan receivable  stockholder      |                                |             | 146,437       |            |                   |            | 146,437     |          
|                                                                                                                                                                                | Prepaid and refundable income taxes         |                                |             | 364,233       |            |                   |            |            |          
|                                                                                                                                                                                |                                             |                                |             |               |            |                   |            |            
|Total Current Assets                                                                                                                                                            |                                             |                                | 2,484,792   |               |            |                   | 616,581    |            
|                                                                                                                                                                                |                                             |                                |             |               |            |                   |            |            
|PROPERTY & EQUIPMENT  NET                                                                                                                                                      |                                             |                                | 283,141     |               |            |                   | 58,586     |            
|                                                                                                                                                                                |                                             |                                |             |               |            |                   |            |            
|OTHER ASSETS                                                                                                                                                                    |                                             |                                |             |               |            |                   |            |            
|                                                                                                                                                                                | Goodwill, net                               |                                |             | 2,841,408     |            |                   |            |            |          
|                                                                                                                                                                                | Intangible                                  |                                |             | 5,855,286     |            |                   |            |            |          
|                                                                                                                                                                                | Deposits                                    |                                |             | 11,023        |            |                   |            | 4,496       |          
|                                                                                                                                                                                | Deposit on investment                       |                                |             | 204,465       |            |                   |            | 155,000     |          
|                                                                                                                                                                                |                                             |                                |             |               |            |                   |            |            
|                                                                                                                                                                                |                                             | Total Other Assets             |             |               | 8,912,182  |                   |            |             | 159,496   |  
|                                                                                                                                                                                |                                             |                                |             |               |            |                   |            |            
|TOTAL ASSETS                                                                                                                                                                    |                                             | $                              | 11,680,115  |               |            | $                 | 834,663    |            
|                                                                                                                                                                                |                                             |                                |             |               |            |                   |            |            
|LIABILITIES AND STOCKHOLDERS DEFICIENCY                                                                                                                                       
|CURRENT LIABILITIES                                                                                                                                                             |                                             |                                |             |               |            |                   |            |            
|                                                                                                                                                                                | Cash overdraft                              |                                | $           | 110,599       |            |                   | $          |            |          
|                                                                                                                                                                                | Accounts payable and accrued expenses       |                                |             | 7,432,254     |            |                   |            | 342,242     |          
|                                                                                                                                                                                | Accrued compensation  officer              |                                |             | 941,363       |            |                   |            | 721,910     |          
|                                                                                                                                                                                | Notes and loans payable  current portion   |                                |             | 1,792,654     |            |                   |            | 50,000      |          
|                                                                                                                                                                                | Deferred revenue                            |                                |             | 1,978,702     |            |                   |            | 240,000     |          
|                                                                                                                                                                                | Capital lease  current portion             |                                |             | 18,939        |            |                   |            |            |          
|                                                                                                                                                                                |                                             |                                |             |               |            |                   |            |            
|                                                                                                                                                                                |                                             | Total Current Liabilities      |             |               | 12,274,511 |                   |            |             | 1,354,152 |  
|                                                                                                                                                                                |                                             |                                |             |               |            |                   |            |            
|LONG-TERM LIABILITIES                                                                                                                                                           |                                             |                                |             |               |            |                   |            |            
|                                                                                                                                                                                | Notes and loans payable  long-term portion |                                |             | 1,020,024     |            |                   |            | 445,500     |          
|                                                                                                                                                                                | Capital lease  long-term portion           |                                |             | 28,614        |            |                   |            |            |          
|                                                                                                                                                                                |                                             |                                |             |               |            |                   |            |            
|                                                                                                                                                                                |                                             |                                | 1,048,638   |               |            |                   | 445,500    |            
|                                                                                                                                                                                |                                             |                                |             |               |            |                   |            |            
|                                                                                                                                                                                |                                             | Total Liabilities              |             |               | 13,323,149 |                   |            |             | 1,799,652 |  
|                                                                                                                                                                                |                                             |                                |             |               |            |                   |            |            
|STOCKHOLDERS DEFICIENCY                                                                                                                                                        |                                             |                                |             |               |            |                   |            |            
|Preferred stock, series A, $.001 par value, super convertible redeemable preferred stock,
10,000,000 shares authorized, 0 and 0 shares issued and outstanding, respectively     |                                             |                                |            |               |            |                   |           |            
|Preferred stock, series B, $.001 par value, super convertible redeemable preferred stock,
100 shares authorized, 100 and 0 shares issued and outstanding, respectively          |                                             |                                | 1           |               |            |                   | 1          |            
|Common stock, $.001 par value, 5,000,000,000 shares authorized, 5,000,000,000 and
757,364,735 shares issued and outstanding at June 30, 2002 and December 31, 2001
respectively |                                             |                                | 5,000,000   |               |            |                   | 757,364    |            
|Common stock to be authorized, $.001 par value, 1,425,298,667 shares issued and outstanding                                                                                     |                                             |                                | 1,425,299   |               |            |                   |           |            
|Additional paid-in capital                                                                                                                                                      |                                             |                                | 25,446,675  |               |            |                   | 23,952,341 |            
|Accumulated deficit                                                                                                                                                             |                                             |                                | (16,467,754 | )             |            |                   | (7,693,438 | )          
|                                                                                                                                                                                |                                             |                                |             |               |            |                   |            |            
|                                                                                                                                                                                |                                             |                                | 15,204,221  |               |            |                   | 17,016,268 |            
|                                                                                                                                                                                | Subscriptions receivable                    |                                |             | (15,334       | )          |                   |            | (15,334     | )        
|                                                                                                                                                                                | Deferred stock based compensation           |                                |             | (17,031,921   | )          |                   |            | (17,965,923 | )        
|                                                                                                                                                                                |                                             |                                |             |               |            |                   |            |            
|                                                                                                                                                                                |                                             | Total Stockholders Deficiency |             |               | (1,643,034 | )                 |            |             | (964,989  | )
|                                                                                                                                                                                |                                             |                                |             |               |            |                   |            |            
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY                                                                                                                                  |                                             | $                              | 11,680,115  |               |            | $                 | 834,663    |            
|                                                                                                                                                                                |                                             |                                |             |               |            |                   |            |            

See accompanying notes to condensed consolidated financial statements.

2



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##### Table of Contents






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

|                                                                         |                                   |                              |               |               |           |               |            |               |           |               |               |           |           |   |            |           |           | 
|------------------------------------------------------------------------ | --------------------------------- | ---------------------------- | ------------- | ------------- | --------- | ------------- | ---------- | ------------- | --------- | ------------- | ------------- | --------- | --------- | - | ---------- | --------- | --------- | 
|                                                                         |                                   |                              |               | For The Three |           | For The Three |            | For The Six   |           | For The Six  
|                                                                         |                                   |                              |               | Months Ended  |           | Months Ended  |            | Months Ended  |           | Months Ended 
|                                                                         |                                   |                              |               | June 30, 2002 |           | June 30, 2001 |            | June 30, 2002 |           | June 30, 2001
|                                                                         |                                   |                              |               |               |           |               |            |               |           |              
|REVENUES  NET                                                           |                                   | $                            | 1,796,211     |               |           | $             | 63,357     |               |           | $             | 3,791,968     |           |           | $ | 192,594    |          
|COST OF REVENUES                                                         |                                   |                              | 943,165       |               |           |               | 180        |               |           |               | 2,580,980     |           |           |   | 4,551      |          
|                                                                         |                                   |                              |               |               |           |               |            |               |           |               |               |           |           |   |            |          
|GROSS PROFIT                                                             |                                   |                              | 853,046       |               |           |               | 63,177     |               |           |               | 1,210,988     |           |           |   | 188,043    |          
|                                                                         |                                   |                              |               |               |           |               |            |               |           |               |               |           |           |   |            |          
|OPERATING EXPENSES                                                       |                                   |                              |               |               |           |               |            |               |           |               |               |           |           |   |            |          
|                                                                         | Officers compensation            |                              |               | 254,766       |           |               |            | 179,167       |           |               |               | 509,533   |           |   |            | 358,334   |          
|                                                                         | Employee compensation and taxes   |                              |               | 747,158       |           |               |            | 56,141        |           |               |               | 1,055,747 |           |   |            | 112,530   |          
|                                                                         | Bad debt                          |                              |               | 594,000       |           |               |            |              |           |               |               | 594,000   |           |   |            |          |          
|                                                                         | Professional and consulting fees  |                              |               | 2,870,381     |           |               |            | 1,241,368     |           |               |               | 6,371,112 |           |   |            | 1,577,391 |          
|                                                                         | Management fee                    |                              |               | 62,502        |           |               |            |              |           |               |               | 309,273   |           |   |            |          |          
|                                                                         | Commissions                       |                              |               | (41,965       | )         |               |            | 15,389        |           |               |               | 16,406    |           |   |            | 87,435    |          
|                                                                         | Other general and administrative  |                              |               | 174,757       |           |               |            | 81,342        |           |               |               | 316,472   |           |   |            | 111,177   |          
|                                                                         | Advertising                       |                              |               | 6,720         |           |               |            | 2,995         |           |               |               | 9,350     |           |   |            | 46,120    |          
|                                                                         | Travel and entertainment          |                              |               | 39,728        |           |               |            | 10,869        |           |               |               | 72,383    |           |   |            | 41,395    |          
|                                                                         | Rent                              |                              |               | 126,578       |           |               |            | 27,227        |           |               |               | 185,386   |           |   |            | 47,203    |          
|                                                                         | Amortization                      |                              |               | 103,002       |           |               |            |              |           |               |               | 124,374   |           |   |            |          |          
|                                                                         | Auto                              |                              |               | 6,837         |           |               |            | 8,429         |           |               |               | 13,878    |           |   |            | 21,349    |          
|                                                                         | Telephone                         |                              |               | 45,737        |           |               |            | 9,170         |           |               |               | 60,736    |           |   |            | 15,602    |          
|                                                                         | Depreciation                      |                              |               | 36,166        |           |               |            | 3,793         |           |               |               | 54,117    |           |   |            | 7,585     |          
|                                                                         |                                   |                              |               |               |           |               |            |               |           |               |               |           |           |   |            |          
|                                                                         |                                   | Total Operating Expenses     |               |               | 5,026,367 |               |            |               | 1,635,890 |               |               |           | 9,692,767 |   |            |           | 2,426,121 | 
|                                                                         |                                   |                              |               |               |           |               |            |               |           |               |               |           |           |   |            |          
|LOSS FROM OPERATIONS                                                     |                                   |                              | (4,173,321    | )             |           |               | (1,572,713 | )             |           |               | (8,481,779    | )         |           |   | (2,238,078 | )        
|                                                                         |                                   |                              |               |               |           |               |            |               |           |               |               |           |           |   |            |          
|OTHER INCOME (EXPENSE)                                                   |                                   |                              |               |               |           |               |            |               |           |               |               |           |           |   |            |          
|                                                                         | Interest expense                  |                              |               | (38,661       | )         |               |            | (10,367       | )         |               |               | (62,359   | )         |   |            | (13,666   | )        
|                                                                         | Interest income                   |                              |               |              |           |               |            | 238           |           |               |               |          |           |   |            | 1,632     |          
|                                                                         | Forgiveness of debt               |                              |               |              |           |               |            | 15,544        |           |               |               |          |           |   |            | 15,544    |          
|                                                                         | (Gain) loss on disposal of assets |                              |               | (230,178      | )         |               |            |              |           |               |               | (230,178  | )         |   |            |          |          
|                                                                         |                                   |                              |               |               |           |               |            |               |           |               |               |           |           |   |            |          
|                                                                         |                                   | Total Other Income (Expense) |               |               | (268,839  | )             |            |               | 5,415     |               |               |           | (292,537  | ) |            |           | 3,510     | 
|                                                                         |                                   |                              |               |               |           |               |            |               |           |               |               |           |           |   |            |          
|NET LOSS                                                                 |                                   | $                            | (4,442,160    | )             |           | $             | (1,567,298 | )             |           | $             | (8,774,316    | )         |           | $ | (2,234,568 | )        
|                                                                         |                                   |                              |               |               |           |               |            |               |           |               |               |           |           |   |            |          
|NET LOSS PER COMMON SHARE  BASIC
AND DILUTED                            |                                   | $                            | (0.00         | )             |           | $             | (0.06      | )             |           | $             | (0.00         | )         |           | $ | (0.06      | )        
|                                                                         |                                   |                              |               |               |           |               |            |               |           |               |               |           |           |   |            |          
|WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING  BASIC AND
DILUTED |                                   |                              | 4,779,526,961 |               |           |               | 28,106,736 |               |           |               | 4,070,037,306 |           |           |   | 39,889,183 |          
|                                                                         |                                   |                              |               |               |           |               |            |               |           |               |               |           |           |   |            |          

See accompanying notes to condensed consolidated financial statements.

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##### Table of Contents






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

|                                      |                                                                                                            |                         |                                                   |                                                     |   |               |          |               |   |           |          |  
|------------------------------------- | ---------------------------------------------------------------------------------------------------------- | ----------------------- | ------------------------------------------------- | --------------------------------------------------- | - | ------------- | -------- | ------------- | - | --------- | -------- | -
|                                      |                                                                                                            |                         |                                                   |                                                     |   | For The Six   |          | For The Six  
|                                      |                                                                                                            |                         |                                                   |                                                     |   | Months Ended  |          | Months Ended 
|                                      |                                                                                                            |                         |                                                   |                                                     |   | June 30, 2002 |          | June 30, 2001
|                                      |                                                                                                            |                         |                                                   |                                                     |   |               |          |              
|CASH FLOWS FROM OPERATING ACTIVITIES: |                                                                                                            |                         |                                                   |                                                     |   |               |          |              
|                                      | Net Loss                                                                                                   |                         | $                                                 | (8,774,316                                          | ) |               | $        | (2,234,568    | )
|                                      | Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:                  |                         |                                                   |                                                     |   |               |          |               |  
|                                      |                                                                                                            |                         | Depreciation and amortization                     |                                                     |   | 178,491       |          |               |   | 7,584     |         
|                                      |                                                                                                            |                         | Provision for bad debt                            |                                                     |   | 594,000       |          |               |   |          |         
|                                      |                                                                                                            |                         | Stock issued for compensation and services        |                                                     |   | 6,410,123     |          |               |   | 1,360,899 |         
|                                      |                                                                                                            |                         | Loss on sale and retirement of fixed assets  net |                                                     |   | 226,433       |          |               |   |          |         
|                                      | Changes in operating assets and liabilities, net of the effects of
the acquisition of Century Media, Inc.: |                         |                                                   |                                                     |   |               |          |               |  
|                                      |                                                                                                            | (Increase) decrease in: |                                                   |                                                     |   |               |          |               |   |          
|                                      |                                                                                                            |                         |                                                   | Accounts receivable                                 |   |               | 911,562  |               |   |           | (6,665   | )
|                                      |                                                                                                            |                         |                                                   | Prepaid media and other current assets              |   |               | 350,213  |               |   |           | (44,028  | )
|                                      |                                                                                                            |                         |                                                   | Prepaid and refundable income taxes                 |   |               | (364,233 | )             |   |           |         |  
|                                      |                                                                                                            | Increase (Decrease) in: |                                                   |                                                     |   |               |          |               |   |          
|                                      |                                                                                                            |                         |                                                   | Accounts payable and accrued expenses               |   |               | 261,524  |               |   |           | 342,559  |  
|                                      |                                                                                                            |                         |                                                   | Deferred revenue                                    |   |               | 815,161  |               |   |           |         |  
|                                      |                                                                                                            |                         |                                                   |                                                     |   |               |          |              
|                                      |                                                                                                            |                         |                                                   | Net Cash Provided By (Used In) Operating Activities |   |               | 608,958  |               |   |           | (574,219 | )
|                                      |                                                                                                            |                         |                                                   |                                                     |   |               |          |              
|CASH FLOWS FROM INVESTING ACTIVITIES: |                                                                                                            |                         |                                                   |                                                     |   |               |          |              
|                                      | Purchases of property and equipment                                                                        |                         |                                                   | (5,240                                              | ) |               |          |              |  
|                                      | Deposit for investment                                                                                     |                         |                                                   | (49,465                                             | ) |               |          |              |  
|                                      | Payments for deposits                                                                                      |                         |                                                   | (6,527                                              | ) |               |          |              |  
|                                      | Payment for acquisition of Century Media, Inc., net of cash acquired                                       |                         |                                                   | (513,719                                            | ) |               |          |              |  
|                                      |                                                                                                            |                         |                                                   |                                                     |   |               |          |              
|                                      |                                                                                                            |                         |                                                   | Net Cash Used In Investing Activities               |   |               | (574,951 | )             |   |           |         |  
|                                      |                                                                                                            |                         |                                                   |                                                     |   |               |          |              
|CASH FLOWS FROM FINANCING ACTIVITIES: |                                                                                                            |                         |                                                   |                                                     |   |               |          |              
|                                      | Cash overdraft                                                                                             |                         |                                                   | 110,599                                             |   |               |          |              |  
|                                      | Proceeds from notes payable                                                                                |                         |                                                   |                                                    |   |               |          | 445,500       |  
|                                      | Proceeds from stockholder loan                                                                             |                         |                                                   |                                                    |   |               |          | 85,987        |  
|                                      | Payments on loans payable                                                                                  |                         |                                                   | (296,940                                            | ) |               |          | (27,449       | )
|                                      | Repayment of stockholder loan                                                                              |                         |                                                   |                                                    |   |               |          | (89,000       | )
|                                      |                                                                                                            |                         |                                                   |                                                     |   |               |          |              
|                                      |                                                                                                            |                         |                                                   | Net Cash (Used In) Provided by Financing Activities |   |               | (186,341 | )             |   |           | 415,038  |  
|                                      |                                                                                                            |                         |                                                   |                                                     |   |               |          |              
|NET DECREASE IN CASH                  |                                                                                                            |                         | (152,334                                          | )                                                   |   |               | (159,181 | )            
|CASH  BEGINNING OF PERIOD            |                                                                                                            |                         | 199,924                                           |                                                     |   |               | 179,744  |              
|                                      |                                                                                                            |                         |                                                   |                                                     |   |               |          |              
|CASH  END OF PERIOD                  |                                                                                                            | $                       | 47,590                                            |                                                     |   | $             | 20,563   |              
|                                      |                                                                                                            |                         |                                                   |                                                     |   |               |          |              

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

The Company issued 75,000,000 shares of common stock with a fair value of $172,500 for a future acquisition during the three months ended March 31, 2002.

The Company acquired $52,239 of equipment through capitalized leases during the three months ended March 31, 2002.

The Company issued 2,146,982,227 shares of common stock with a fair value of $1,901,582 for the acquisition of Century Media, Inc. including payoff of
existing debentures, options and notes on the books of the aquiree during the three months ended March 31, 2002.

See accompanying notes to condensed consolidated financial statements.

4



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##### Table of Contents






|       |  |                                                            
|------ |  | -----------------------------------------------------------
|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 accompanying June 30, 2002 condensed consolidated financial statements
of the Company include the accounts of the parent entity, its wholly owned
subsidiaries and Blagman-Century Media, Inc. f/k/a Century Media, Inc.
since the date of acquisition (See Note 3). All significant inter-company
transactions and balances have been eliminated in consolidation.                                                   
|
| |  | 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.
|
| |  | For further information, refer to the financial statements and footnotes
for the year ended December 31, 2001 included in the Companys Form 10-KSB
filed April 30, 2002.                                                                                                                                                                                                                                                 




|       |  |                
|------ |  | ---------------
|NOTE 2 |  | STOCK ISSUANCES



| |  | During the three months ended March 31, 2002, the Company issued
1,315,180,000 shares of common stock with a fair value of $2,864,204 for
services performed.                                                                                                                                                                                                                                               
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | During the three months ended June 30, 2002, 1,645,771,706 shares of common
stock with a fair value of $1,045,000 were issued for consulting services
to be performed from the date of issuance of the shares through December
2006. Of the 1,645,771,706 shares, 1,425,298,667 shares were issued in
excess of the total authorized shares and have been accounted for as common
stock to be authorized.   
|
| |  | Additionally, during the three months ended June 30, 2002, Management of the
Company deemed that 5,426,000,000 shares were fraudulently issued and
therefore were not recorded on the books of Blagman Media International,
Inc. at June 30, 2002. If these shares had been recorded on the books, the
Company would have recognized an additional charge of $4,304,300 to
professional and consulting fees.

5



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##### Table of Contents






|       |  |            
|------ |  | -----------
|NOTE 3 |  | ACQUISITION



| |  | The Company incorporated a wholly owned subsidiary, Blagman USA, Inc., a
California company, for the purpose of initiating future mergers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Pursuant to an Agreement and Plan of Reorganization dated March 4, 2002,
effective March 22, 2002, Blagman Media International, Inc. (the Company)
acquired 100% of the outstanding stock of Century Media, Inc., a California
corporation (Century) by merging Blagman USA, Inc., into Century. The
surviving entity operates on a combined basis under the name
Blagman-Century Media. The consolidation of the two companys results in a
full service integrated direct marketing venture. Certain principals of
Century have entered into consulting arrangements for services after
closing and the professional staffs of the two entities were combined.                                                                                                                             
|
| |  | Pursuant to the transaction, the Company acquired all of the capital stock
of Century for cash and common stock of the Company, assumed current debt
obligations and unexercised option and stock appreciation rights of Century
and assumed accrued and ongoing trade and other ordinary course obligations
and relationships. Prior to the closing, the parties negotiated with the
holders of portions of the outstanding Century debt to restructure the term
and payments of such debt and in certain cases, to allow for the issuance
of shares of common stock of the Company in lieu of cash payments.
Currently, Blagman Century remains obligated on certain contingent
obligations including $1.25 million from the TMT Media Corporation
acquisition by Century in 2000 (See Note 4).
|
| |  | At closing, holders of Century shares received twenty cents per Century
share, of which two and one-half cents was payable in cash and the balance
of seventeen and one-half cents was payable by the delivery of shares of
common stock of the Company, for a total of $903,292, and 71,882,805
options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | In connection with the transaction and prior to closing, the Company,
through written consent of shareholders holding a majority of its
outstanding shares of common stock, increased the number of authorized
shares of its common stock to 5,000,000,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      




|       |  |           
|------ |  | ----------
|NOTE 4 |  | LITIGATION



| |  | Subsequent to the Blagman Century merger transaction described in Note 3,
TMT Media Corporation has asserted that under the April 2000 acquisition
agreement, as a result of the transaction between the Company and Century,
it is entitled, as of April 22, 2002, to the $1,250,000 contingent amount
and to the payment in full of the balance of $609,564 due on the $700,000
note delivered in the 2000 acquisition of TMT by Century.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6



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##### Table of Contents





| |  | The Company and Century dispute this position and are seeking to resolve
the matter. In May 2002, TMT initiated a proceeding TMT Media Corporation
vs. Blagman Century Media, Inc. et al. (Superior Court of California,
County of Los Angeles, Case BC273368) against the Company, Century and
Robert Blagman personally, claiming the accelerated amount of $1,859,564.
Management has filed a general denial to TMTs allegations and has asserted
numerous affirmative defenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | In March 2002, the Company advised authorities, market members and
regulators and initiated an internal reconciliation investigation
relating to a substantial amount of common shares of the Company
improperly and fraudulently issued and possibly transferred,
including possible improper releases of restrictions and transfers of
restricted securities without registration or an exemption from
registration, without the knowledge of the Company (Curative Review
Process). The Curative Review Process is continuing. The
Company has filed a registration statement on Form S-8 for a
2002 Employee Stock Compensation Plan (Registration
Statement). In connection with the Curative
Review Process, the Company subsequently placed stop transfer orders on
all of the original certificates and derivatives of those certificates,
advised market members and depositories of its actions and has been working
with these parties and its transfer agent and other resources to ascertain
which shares of Common Stock need to remain in commerce to recognize the
interests of the transferee, which shares should be cancelled or returned
to the Company and therefore removed from registration (Removed
Shares) and which shares are held by or were delivered to parties who were
eligible to receive and hold the same pursuant to the Plan. The
Company intends to file an amendment to its Registration Statement as soon as
practicable when the reconciliation in the Curative Review Process is
complete to withdraw the Removed Shares from registration. In connection
with this, the Company has had suit filed against it by Suburban Capital
Corp pending in the Circuit Court of Cook County, Illinois. The Company has
responded to this matter and is actively cooperating in other
investigations relating to the plaintiff and others. The Company expects additional
litigation from the plaintiff and is intending to assert the
indemnification and disgorgement rights under its agreements with the
plaintiff.
|
| |  | The Company has initiated a complaint against Voxcorp, Inc. in the Superior
Court of California in the County of Los Angeles for breach of contract,
fraud and deceit, intentional misrepresentation of facts, and rescission.
Voxcorp, Inc. filed a general denial to the complaint, has asserted
numerous affirmative defenses, and has filed a cross-complaint alleging
breach of written contract, breach of the implied covenant of good faith
and fair dealing, conversion, common counts, breach of fiduciary duties,
fraud and deceit, negligent misrepresentation, imposition of constructive
trust and/or resulting trust, intentional and tortious inducement to breach
and interference with contract and prospective economic advantage, and
unfair trade practices. The Company has filed a general denial to the
allegations. The parties are currently seeking a business settlement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          




|       |  |                      
|------ |  | ---------------------
|NOTE 5 |  | PRO FORMA INFORMATION



| |  | The table below reflects unaudited pro-forma combined results of the
Company as if the acquisitions had taken place on January 1, 2001:
| |  | ---------------------------------------------------------------------------------------------------------------------------------------

7



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##### Table of Contents





| |  | Six months ended June 30, 2002 and 2001:
| |  | ----------------------------------------

|                                       |  |      |           |      |  |   |           |  
|-------------------------------------- |  | ---- | --------- | ---- |  | - | --------- | -
|                                       |  | 2002 |           | 2001
|                                       |  |      |           |     
|Revenues                               |  | $    | 6,305,675 |      |  | $ | 6,895,119 |  
|Costs and expenses                     |  | $    | 4,128,096 |      |  | $ | 4,881,804 |  
|Net loss                               |  | $    | 8,961,103 |      |  | $ | 3,198,240 |  
|Net loss per share  basic and diluted |  | $    | (0.00     | )    |  | $ | (0.08     | )




|       |  |              
|------ |  | -------------
|NOTE 6 |  | GOING CONCERN



| |  | The Companys financial statements for the quarter ended June 30, 2002 have
been prepared on a going concern basis, which contemplated the realization
of assets and the settlement of liabilities and commitments in the normal
course of business. The Company incurred a net loss of $8,774,316 for the
six months ended June 30, 2002, has a working capital deficiency of
$8,930,701 and a stockholders deficiency of $1,643,034. The Companys
working capital deficiency as of June 30, 2002 may not enable it to meet
such objectives as presently structured. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The ability of the Company to continue as a going concern is dependent on
the Companys ability to raise additional capital, and implement its
business plan. Management believes that actions presently taken to obtain
additional funding and the potential for an increase in advertising media
billings provide the opportunity for the Company to continue as a going
concern.                                                                                                                                                                                                                                                                                                    




|       |  |                 
|------ |  | ----------------
|NOTE 7 |  | SUBSEQUENT EVENT



| |  | On July 25, 2002, the Board of Directors of the Company increased the total
authorized common stock from 5,000,000,000 to 20,000,000,000, par value
$0.001 per share.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

8



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##### Table of Contents



|        |  |                                  
|------- |  | ---------------------------------
|Item 2. |  | MANAGEMENTS DISCUSSION          
|        |  | AND                              
|        |  | ANALYSIS OF RESULTS OF OPERATIONS

General

Blagman Media International, Inc. (the Company) is a global direct
response marketing and advertising/marketing agency that produces
response-driven commercials for television, radio and all other media and is
engaged in media buying, media planning, research driven demographic analysis,
commercial production and post production as well as edit rescue for under
performing marketing projects, and other associated transactional media
business projects.

On August 2, 1999, Blagman Media International, Inc., a privately held
entity owned by Robert Blagman (Blagman  99) completed a reverse acquisition
with Unisat, Inc., an inactive, public non-reporting company, founded in 1961
and formerly known as Combined Companies, Inc. On the same date (August 2,
1999), Unisat, Inc. changed its name to Blagman Media International, Inc.
(Blagman  61 or the Company). The transaction was structured as a share
exchange, in which Robert Blagman exchanged all of his shares in Blagman -99
for 8,200,000 common shares of Unisat, Inc. In April 2000, the Company entered
into a share exchange agreement with MNS Eagle Equity Group I (MNS), an
inactive, reporting Nevada corporation, which resulted in the Company becoming
the parent entity. After the filing of a Report on Form 8-K, the Company
became the successor reporting entity to MNS Eagle.

Pursuant to an Agreement and Plan of Reorganization dated March 4, 2002,
effective March 22, 2002, the Company acquired 100% of the outstanding stock of
Century Media, Inc., a California corporation (Century) by merging Blagman
USA, Inc., an existing California corporation formed in 2001 to act as a
transitory wholly owned subsidiary of the Company for acquisitions, into
Century. The original Century entity is the surviving entity and operates on a
combined basis under the name Blagman-Century Media, Inc. The
consolidation of the two companies results in a full service integrated direct
marketing venture. Certain principals of Century have entered into consulting
arrangements to provide for services to Blagman 99. Since the merger, both
entities have been attempting to identify synergy and to streamline
operations, with limited results, but the effects of these efforts were not significant during the reporting
period. References in this 10-QSB to the Company refer to both of the Blagman
entities, to MNS Eagle Equity Group I, and to Blagman-Century Media, Inc.

Results of Operations

Six Months Ended June 30, 2002 Compared to Six Months Ended June 30, 2001
(includes the operations of Blagman-Century from March 1 to June 30, 2002)

As noted above, the operating aspects of the Company have been conducted
principally through Blagman  99 and Blagman-Century Media, Inc. (the
operating subsidiaries).
The results of operations at June 30, 2002 compare the operations of Blagman 
61 and Blagman  99 during the six months

9



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##### Table of Contents



ended June 30, 2001 to the results for the six months ended June 30, 2002
and, in addition, include the operations of Blagman-Century Media for the period
March 1, 2002 through June 30, 2002.

Net Revenues

Net Revenues (principally from advertising and media placements,
commissions and revenue sharing arrangements) for the six-month period ended
June 30, 2002 as compared to the same period in 2001 increased from $192,594 to
$3,791,968 (1869%). The increase in revenues between the two periods of
$3,599,374 is attributable to the Blagman-Century gross media billings of
$11,614,649 (this compares to $15,358,882 for the same period the prior year) and,
more specifically, to the Red Skelton billings by Blagman-99
during the first quarter through Voxcorp. These billings did not continue during
the full second quarter. (See Legal Proceedings). The billings at Blagman-Century constituted the
predominant portion of the overall billings because effective January 1, 2002,
Blagman Media transferred most of its media billings to Blagman-Century in
anticipation of the merger and pursuant to the interim management arrangements
between the entities.

The gross profit increased from $188,043 to $1,210,988 (544%) with
$394,079 attributed to the bookings of the Companys media purchases through
Blagman-Century. The gross profit margins reflect principally the changes in
the scale of the revenues, since the nature of the Companys business provides
margins that tend to be proportionate to its revenues. The changes in
gross revenues also reflect the Century business, which included both
media time purchased by Century and billed to its clients and prepaid
media time where only the commissions are reflected as revenue.
Blagman-99 generally uses only prepaid media and its revenues
therefore generally only reflected commissions.

Cost of Revenues

Cost of revenues (principally consisting of media acquisition and airtime
costs accrued in the period) for the six months ended June 30, 2002 increased
from $4,551 to $2,580,980 primarily because of the media time purchased
for the Red Skelton endeavors and because of the time purchased for the
Blagman-Century operations. As a general matter, the Company incurs media
costs in direct proportion to operating revenues and, therefore, the increase
in costs was principally related to the increase in advertising revenues.

Operating Expenses

Total operating expenses increased from $2,426,121 to $9,692,767 (300%)
for the six month period ended June 30, 2002 principally because of the
$5,787,063 charge for non-cash related consulting compensation under existing and new
consulting agreements and the expenses related to the operations of
Blagman-Century, including the $309,273 management fee which was paid to
Century executives who provided services through a loan-out entity.
The increased operating expenses also included $989,507 in personnel
related costs, and $136,732 in rent at Century. The
Company anticipates that the fixed categories of costs will continue to
moderate in future periods as management rationalizes the costs of
the former Century operations
to revenues and is better able to manage and predict those costs and
needs. Operating Costs will be commensurate with increased activities
and revenues, if successful acquisitions are undertaken or business expands.

10



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During the six months ending June 30, 2002, the Company
issued 1,315,180,000 common shares valued at $2,864,204 as compensation for
services to various consultants and professionals. The Company is required to
record these amounts as a compensation expense over the terms of the
contracts 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, during the six month period the Company incurred a
total of $5,787,063 in such costs, for consultants principally reflecting the current
period costs for contracts entered into in 2001 when the market
price of the Companys shares was substantially higher than
current market prices. This impact will continue during subsequent
periods.

The operating expenses continue to be substantial due to the Companys status
as a public entity and the professional fees and related travel and
other expenses incurred in connection with a public entity. Overhead is also affected by the addition of the
Century physical location and additional staffing. Professional fees
continue to grow due to the ongoing Curative Review Process and
related matters. While certain public company costs have been moderated, the burden of
public company status and the improper stock issues continue to require major commitments of time, energy
and resources of the Companys limited management team and, to some
extent, these issues have pre-empted the business of
the Company because executives are required to devote a substantial portion of
their time to these matters rather than to day-to-day sales
and marketing activities. In addition to the
transaction with Century, the Company devoted a substantial amount of time and
effort to seeking other acquisition opportunities and resolving and ending
relationships that have not been productive.
In connection with the Century transaction, the staffs and space
are being integrated and streamlined to reduce costs and the
underlying business and revenue policies at Century are being
evaluated in an effort to address and resolve its significant
payables.

Interest Expense and Outstanding Loans

Net interest expense after interest income in the six-month period
increased from $12,304 to $62,359 (407%) principally because of
Century. Prior to the Century transaction, the Company generally committed
to time expenditures only when there was assurance of payment from
its clients and interest expense was not a significant fact.

At December 30, 2001
and June 30, 2002, the Company had loans of $146,437 due from shareholders
who have deferred salary and have received certain short-term advances, and
taken advances from the Company. Robert Blagman, the chief executive officer,
has deferred a portion of his salary and signing bonus. Pursuant to a
pre-existing Board commitment which allows him to maintain up to 51% equity
ownership in the Company, he may elect to use all or a portion of his deferred
salary and signing bonus amounts to acquire additional shares in the Company.

11



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##### Table of Contents



The Company had outstanding loans (short and long term portions) totaling
$2,812,678 at June 30, 2002 compared to $495,500 at December 31, 2001. This
significant increase reflects principally debt obligation of Blagman-Century
that existed at the time of the transaction including $424,725 due to
former Century shareholders and the $1,859,564
claimed by TMT Media, Inc. to be due to it (see Legal
Proceedings).

Operating Loss

While net revenue
increased during the period, an increase in total
operating expenses from $2,426,121 during the six
months ended June 30, 2001 to $9,692,767 or a $7,266,646 (300%)
increase for the six
months ended June 30, 2002 resulted in an operating loss of $8,481,779 in 2002 compared to
operating losses of $2,238,078 for the six month period in 2001 or a
279%
increase in operating losses. The increased operating expenses in 2002
consisted principally of the $5,787,063 recorded for share issuances in
compensatory consulting transactions, the added expenses from the Blagman-Century
operations, professional fees, officers compensation incurred
(but not paid), travel,
entertainment and other operating costs.

Liquidity and Capital Resources

For the six months ended June 30, 2002, compared to December 31, 2001, the
Companys available cash decreased from $199,924 to $47,590 (76.2%) and current
assets increased from $616,581 to $2,484,792 (303%). Accounts payable and
accrued expenses at June 30, 2002 were $7,432,254 compared to $342,242 at
December 31, 2001, a 2.072% increase principally due to the Century transactions. At June
30, 2002, deferred revenue had increased to $1,978,702 from $240,000 (724%) in
December 31, 2001 due to an increase in overall media billings.

In connection with sustaining its current operations, and in order to
pursue initiatives to expand the Companys operations internally and through
strategic alliances or acquisitions with other industry partners, additional
capital funding will be required. The Company hopes to raise these funds
through an increase in general business profits due to additional advertising
accounts as well as an organic increase in current media billing and increased
efficiencies in the operations at Blagman-Century Media. However, if the
obligations and operations of Blagman-Century Media cannot be
rationalized so that the payables can be resolved and operating
expenses managed at a level that is consistent with revenues, the
Company may be required to limit or discontinue the Century activities. Affiliations
and associations with other advertising agencies will also expand the Companys
ability to increase cash flow and revenues without adding staff. Management is

12



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##### Table of Contents



continuing to evaluate these opportunities and the overhead and cost cutting to address
strategic financial needs and the Century obligations.

During the current
period, the market price of the Company's common shares continued
to drop precipitously. Management believes that there are several underlying factors,
all of which are currently the subject of our ongoing internal
investigation and the Curative Review Process.
First, the Company apparently was one of the entities targeted in an organized pattern
of depressing prices through shorting by a group pursuing a coordinated
effort to effect and profit from a falling share price and from attempts to
extort favorable stock issuances from the Company without fair consideration.
Another factor
apparently affecting our price was the market reaction to the improper issuance
of company equities undertaken without authority by Suburban Capital and
subsequent market transactions by Suburban and its associates.
Management initiated the internal investigation and referrals to appropriate regulatory agencies for their
action and is cooperating in independent regulatory proceedings. While actions from these referrals may reduce future manipulation, it
cannot eliminate the impact of the downward price spiral. Because of
these activities management believes that the market price of its shares has not reflected actual business
operations. The Company is continuing to pursue the investigation and
corrective activity relating to this equity and intends to actively
seek indemnification and disgorgement remedies. In connection with the investigation, the
Company has requested that improper securities or related funds be paid to the
Company. Certain persons holding improper shares have asserted a claim
against the Company and other claims and counterclaims by the Company are
likely. In late May 2002 the Company issued a letter of inquiry followed by
stop transfer orders covering the securities they believe were fraudulently
issued. Additional stop orders may be required as the Company continues its
investigation.

In January 2002 the Company signed a letter of intent to acquire RC Romine
& Co. and issued 75 million shares in anticipation of that transaction.
Suburban Capital identified this transaction opportunity and the equity was
issued at its instruction. Management does not currently intend to pursue
this transaction and will seek restitution or return of the equity.

In the Curative
Review Process, management concluded that 5,426,000,000
shares had been fraudulently issued during the six months
ended June 30, 2002. The issuance is not recorded at
June 30, 2002. If the shares had been recorded, the Company
would have recognized an additional charge of $4,304,300 to
professional and consulting fees. Future financial statement adjustments concerning fraudulently issued shares may be required
to accommodate legitimate shareholder considerations and those adjustments may
require restatements of the financial results to accommodate the accounting
treatment for such shares.

On July 12,
2001, the Company entered into an equity line of credit agreement for up to
$15 million in credit with Gazelle Group LLP
(Gazelle) and DRH Investment Company LLC
(DRH). This agreement covers a total of 450,000,000
Common Shares pursuant to the equity line of credit agreement from
time to time during a three-year period beginning on the date of the
agreement. However, because the amount of issuable securities is tied
to the market price of the Companys common shares, based on
current market price ranges, it would not be able to draw against the
equity line of credit on reasonable terms at this time. As a
practical matter, access to the equity line also requires an
effective registration statement for the resale of such securities
and no registration statement is in effect. In addition, because
there is no effective registration statement, the terms of the
Series B Preferred shares entitle the holders, unless otherwise
negotiated, to payment of an amount equal to approximately $21,000 a
month in the aggregate. This amount has not been paid or reflected as
an obligation at June 30, 2002. If not sooner converted or redeemed, the
Series B Preferred shares are convertible on June 30, 2003.

Management continues to absorb the Century transaction, evaluating other
opportunities and pursuing other initiatives to expand the Companys operations
internally and through strategic alliances or acquisitions with other industry
partners. These endeavors will be funded in part from operations but will also
require additional capital funding which the Company hopes to raise through
debt or equity financing arrangements, if appropriate financing is available,
on reasonable and acceptable terms. During the balance of 2002, the
Company intends to continue to focus a significant
effort toward the integration and assimilation of Blagman-Century Media with
the primary objective of leveraging the complementary aspects of the two
companies to increase overall business results. The Century transaction added
substantial existing debt and trade payables which management
expected to fund
from operations. The losses at Century have been larger then expected due to
lower then expected revenues and as a result, an inability to address existing
obligations.

The assimilation of different businesses and cultures augmented by the debt
in the Century transaction have been a challenge especially in this current
economic environment. Century Media has been
impacted more directly by the reduction in the overall advertising market because its traditional clients tended to be of a
more corporate nature and these entities reduce advertising budgets during soft
economic conditions. Blagman Medias focus has been product and service
oriented accounts that traditionally strengthen their advertising
efforts during tough economic times. The future of Blagman-Century
Media is dependent on its ability to address these issues. However there is no assurance that we will be successful in
achieving this and therefore we may be required to reconsider all
aspects of our operations and costs.

If substantial additional working capital does not become available,
management believes that the working capital now available to it along with
funds generated from operations will be insufficient to meet essential capital
requirements for the next 12 months. The Company currently maintains a working
capital deficiency as well as a stockholders deficiency. As a result,

13



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the Companys financial statements for the period ended June 30, 2002 have
been prepared on a going concern basis which contemplated the realization of
assets and the settlement of liabilities and commitments in the normal course
of business. The Company incurred a net operating loss of $8,774,316 for the six months
ended June 30, 2002 principally because of non-cash charges of
$5,787,063 for consulting fees and the
losses from the assimilation of Century operations. The Company has current liabilities of
$11,415,493 (including certain significant non-cash charges) and a stockholders deficiency at June 30, 2002 of $1,643,034. It
may not be able it to meet its objectives as presently structured. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

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.

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.

14



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##### Table of Contents



|        |  |                  
|------- |  | -----------------
|PART 2. |  | OTHER INFORMATION

|        |  |                  
|------- |  | -----------------
|ITEM 1. |  | LEGAL PROCEEDINGS

Subsequent to the Century transaction, TMT Media
Corporation asserted that under its April 2000 acquisition agreement with
Century, as a result of the transaction between the Company and Century, it is
entitled, as of April 22, 2002, to a $1,250,000 contingent amount and to the
payment in full of the balance of $609,564 due on the $700,000 note delivered
in the 2000 acquisition of TMT by Century. The Company and Century dispute this position and are seeking to resolve
the matter. In May 2002, TMT initiated a proceeding TMT Media Corporation vs.
Blagman Century Media, Inc. et al. (Superior Court of California, County of Los
Angeles, Case BC273368) against the Company, Century and Robert Blagman
personally, claiming the accelerated amount of $1,859,564. The
responding defendants have filed a general denial to TMT Medias allegations
and have asserted numerous affirmative defenses. For his part, Mr. Blagman has
demurred to the allegations raised against him.

Suburban Capital Corp. v. Robert Blagman and
Blagman Media International, Inc., No. 02 CH 12321 is pending in the Circuit Court of Cook County, Illinois, County
Department, Chancery Division. This litigation was initiated to seek
delivery of shares alleged to be due on account of two loans
allegedly advanced by Suburban. The
Company has delivered shares to the Court pending delivery of the
originally pledged shares by the plaintiff. This matter is a direct
outcome of the Companys actions in connection with the internal
investigations on stock activities by the plaintiff and others. The
Company has responded to this matter and is
actively cooperating in other investigations related to the plaintiff,
including pending regulating investigations.
The Company anticipates additional litigation and intends to assert the indemnification and disgorgement rights under its agreements with
the plaintiff and others.

Blagman Media International, Inc. vs.
Voxcorp., Case No. SC 071975, is pending before the
Superior Court of California in the County of Los Angeles  West District.
Blagman Media International, Inc. initiated this complaint for breach of
contract, fraud and deceit, intentional misrepresentation of facts, and
rescission. Blagman Media International has filed a general denial to
Voxcorps cross-complaint and asserted numerous affirmative defenses to each
cause of action. As of the date hereof the parties are pursuing a mutually
acceptable business conclusion.

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RISK FACTORS

An investment in the
shares of the Company is very risky. You should carefully consider the risk factors
described below, together with all other information available
concerning the Company before
making an investment decision. If any of the following risks actually occurs,
our business, financial condition or operating results could be materially
adversely affected. In such case, the trading price of our common stock could
decline, and you may lose all or part of your investment.

WE HAVE A HISTORY OF OPERATING LOSSES.

We reported net
losses of $3,527,839 for 2001 and $3,990,309 for 2000.
For the six months ended June 30, 2002, we reported net losses
of $8,774,316,
principally because of the $5,787,663 for non-cash compensation
expense for consulting arrangements and
the losses from the addition of the Century operations.

IF WE DO NOT OBTAIN ADEQUATE FINANCING TO FUND OUR FUTURE OPERATIONS AND
TO EFFECT ACQUISITIONS WE MAY NOT BE ABLE TO SUCCESSFULLY IMPLEMENT OUR
BUSINESS PLAN.

Although it is difficult to estimate the amount of additional financing we
will require, we anticipate that over the next twelve months we will need
approximately $3-$5 million for working capital and general
corporate purposes including possible acquisitions. This estimate could increase. Given the continued losses
and the difficult current capital market and capital funding environments, we
cannot assure you that additional financing will be available on terms
favorable to us, or at all. If adequate funds are not available or are not
available on acceptable terms, our ability to fund our operations would be
significantly limited.

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WE MAY HAVE DIFFICULTY COMPETING IN THE HIGHLY COMPETITIVE MARKETING AND
ADVERTISING INDUSTRY.

The marketing and advertising industry is highly competitive, and we
expect it to remain so. Our principal competitors include both large marketing
and advertising companies and numerous smaller agencies. We must compete with
these other companies and agencies to maintain existing client relationships
and to obtain new clients and assignments. We compete principally on the basis
of the following factors: creative reputation; knowledge of media;
geographical coverage and diversity; relationships with clients; quality and
breadth of services; and financial controls. New competitors also include smaller companies such as systems
integrators, database marketing and modeling companies and telemarketers, which
offer technological solutions to marketing and advertising issues faced by
clients.

WE ARE DEPENDENT UPON A LIMITED NUMBER OF CLIENTS
AND NEED TO EXPAND OUR CLIENT BASE.

A significant reduction in the marketing and advertising spending by, or
the loss of one or more of, our largest clients could weaken our financial
condition and cause our business and results of operations to suffer. A
relatively small number of clients contribute a significant percentage of our
consolidated revenues. In the current economic environment for
advertisers and in connection with the Century transaction, we need
to expand our client base and replace lost clients if we are to
maintain our viability. Most of our agreements with clients are cancelable on 30-45 days
notice. In addition, clients generally are able to reduce marketing and
advertising spending or cancel projects at any time for any reason.

WE MAY NOT BE ABLE TO ATTRACT NEW CLIENTS FOR OUR MARKETING AND
ADVERTISING SERVICES.

Our success, like the success of other marketing and advertising
organizations, depends on our continuing ability to attract and retain clients.
Clients may move their advertising and other marketing assignments from agency
to agency, or may divide their assignments among two or more agencies, with
relative ease. As is typical in the marketing and advertising industry, we have
lost or resigned client accounts and assignments for a variety of reasons. We
may not be successful in replacing clients or revenues when a client
significantly reduces the amount of work given to us.

CONFLICTS POLICIES COULD ADVERSELY AFFECT OUR ABILITY TO COMPETE FOR NEW
CLIENTS

When we represent a client, we do not necessarily handle all advertising
or marketing for that client. In addition, the ability of agencies within
marketing and advertising organizations

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to acquire new clients or additional assignments from existing clients may be
limited by the conflicts policy followed by many clients. This conflicts policy
typically prohibits agencies from performing similar services for competing
products or companies. Accordingly, our ability to compete for new advertising
and marketing assignments may be limited by these conflicts policies.

WE MAY BE ADVERSELY AFFECTED BY A DOWNTURN IN THE MARKETING AND
ADVERTISING INDUSTRY, WHICH IS CYCLICAL.

The marketing and advertising industry is cyclical and as a result it is
subject to downturns in general economic conditions and changes in client
business and marketing budgets. Our prospects, business, financial condition
and results of operations may be materially adversely affected by a downturn in
general economic conditions in one or more markets or changes in client
business and marketing budgets.

SIGNIFICANT FUTURE EXPENSES WILL BE RECOGNIZED AS AN OPERATING EXPENSE.

We have issued a substantial number of shares of common stock for current
and future services. Although this has reduced our actual cash outlay, we are
required to expense this deferred compensation in future periods, and it will
be recognized as an operating expense. Such expense could create significant
net losses if revenues do not significantly increase from their present levels.

OUR COMMON STOCK IS SUBJECT TO PENNY STOCK REGULATION THAT MAY AFFECT THE
LIQUIDITY FOR OUR COMMON STOCK.

Shares of our common stock are subject to the rules adopted by the
Securities and Exchange Commission that regulate broker-dealer practices in
connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system). The
penny stock rules require that a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Securities and Exchange Commission, which
contains the following: a description of the nature and level of risk in the
market for penny stocks in both public offerings and secondary trading; a
description of the brokers or dealers duties to the customer and of the
rights and remedies available to the customer with respect to violation to such
duties or other requirements of Securities laws; a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny
stocks and significance of the spread between the bid and ask price; a
toll-free telephone number for inquiries on disciplinary actions; definitions
of significant terms in the disclosure document or in the conduct of trading in
penny stocks; and such other information and is in such form (including
language, type, size and format), as the Commission shall require by rule or
regulation.

Prior to effecting any transaction in penny stock, the broker-dealer also
must provide the customer the following: the bid and offer quotations for the
penny stock; the compensation of the broker-dealer and its salesperson in the
transaction; the number of shares to which such bid and ask prices apply, or
other comparable information relating to the depth and liquidity of the market
for such stock; and month account statements showing the market value of each
penny stock held in the customers account.

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In addition, the penny stock rules require that prior to a transaction in
a penny stock not otherwise exempt from those rules, the broker-dealer must
make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchasers written acknowledgment
of the receipt of a risk disclosure statement, a written agreement to
transactions involving penny stocks, and a signed and dated copy of a written
suitably statement. These disclosure requirements may have the effect of
reducing the trading activity in the secondary market for a stock such as our
common stock that is subject to the penny stock rules.

WE HAVE A LARGE AMOUNT OF STOCK ISSUED, INCLUDING STOCK WHICH IS SUBJECT TO
INVESTIGATIONS OF ITS VALIDITY AND WHICH WE HAVE DEEMED TO HAVE BEEN
FRAUDULENTLY ISSUED RESULTING IN MARKET UNCERTAINTIES FOR OUR CAPITAL STOCK.

During this year we have been engaged in an active investigation concerning
improper transactions in our securities, including fraudulent and improper
issuances. As of June 30, 2002, we had identified 5,426,000,000
shares which were improperly issued and are now subject to stop transfer orders and ongoing
curative investigations. A portion of these shares have been resold and we may
be obligated to validate those shares to accommodate legitimate shareholder
transactions and interests. Significant portions of these shares were issued
as restricted securities and the restrictions were removed without
the Company's
knowledge, resulting in possible transfers of restricted securities without
registration or other exemptions. Management has initiated regulatory
enquiries and cooperated with
other regulatory inquiries but until the matters are resolved these circumstances
will impact the market for our securities and may affect the
credibility of the Company. In addition, the Companys
securities have been subject to significant shorting transactions which has
had a negative impact on the market price of the securities. The investigation
and curative actions have required additional professional services and have
required significant management focus, both of which have impacted our
operations and financial results.

TRADING IN OUR COMMON STOCK ON THE OTC BULLETIN BOARD MAY BE LIMITED THEREBY
MAKING IT MORE DIFFICULT FOR INVESTORS TO RESELL THEIR SHARES OF OUR COMMON
STOCK.

Our common stock trades on the OTC Bulletin Board. The OTC Bulletin Board
is not an exchange and, because trading of securities on the OTC Bulletin Board
is often more sporadic than the trading of securities listed on an exchange or
Nasdaq, you may have difficulty reselling any of the shares that you purchase
from the selling shareholders.

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WE DEPEND ON OUR CEO AND THE LOSS OF HIS SERVICES COULD HARM OUR BUSINESS.

We place substantial reliance upon the efforts and abilities of Robert
Blagman, our Chairman and Chief Executive Officer. The loss of the services of
Mr. Blagman could have a material adverse effect on our business, operations,
revenues or prospects. We presently have an employment agreement with Mr.
Blagman. We have no assurance, however, that upon the expiration of the
employment agreement he will remain in our employ. We do not maintain and we do
not intend to obtain key man life insurance for Mr. Blagman.

WE HAVE NOT PAID ANY DIVIDENDS SINCE INCEPTION AND HAVE NO CURRENT PLANS TO PAY
ANY DIVIDENDS.

We have never declared or paid any cash dividends on our common stock
since our inception. We currently intend to retain any future earnings for
funding growth and therefore, do not expect to pay any dividends in the
foreseeable future.

|        |  |                                          
|------- |  | -----------------------------------------
|ITEM 2. |  | CHANGES IN SECURITIES AND USE OF PROCEEDS



| |  | During the three months ended June 30, 2002, 1,645,771,706 shares of common
stock with a fair value of $1,045,000 were issued for consulting services
to be performed from the date of issuance of the shares through December
2006. Of the 1,645,771,706 shares, 1,425,298,667 shares were issued in
excess of the total authorized shares and have been accounted for as common
stock to be authorized.   
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Additionally, during the three months ended June 30, 2002, Management of the
Company deemed that 5,426,000,000 shares were fraudulently issued and
therefore were not recorded on the books of Blagman Media International,
Inc. at June 30, 2002. If these shares had been recorded on the books, the
Company would have recognized an additional charge of $4,304,300 to
professional and consulting fees.

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|        |  |                               
|------- |  | ------------------------------
|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

Not applicable.

|        |  |                                 
|------- |  | --------------------------------
|ITEM 6. |  | EXHIBITS AND REPORTS ON FORM 8-K



| | (a) |  | 3.1     Certificate of Amendment to Articles of
Incorporation filed with Nevada Secretary of State on July 26,
2002 (Incorporated by reference to; Form S-8 filed on August 14,
2002).
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | 99.1     Certification Of Chief Executive Officer Pursuant To 18
U.S.C. §1350, As Adopted Pursuant To §906 Of The
Sarbanes-Oxley Act Of 2002                                          
|
| | (b) |  | The Company filed a Form 8-K/A on May 20, 2002
which included the audited financial statements of Century
Media, Inc. as of December 31, 2001 and 2000.                               

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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 19, 2002 |  | /s/ Robert Blagman               
|                       |  |                                  
|                       |  | Robert Blagman, President        

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