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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 March 31, 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 ofincorporation or organization) |  | (I.R.S. EmployerIdentification 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: 4,779,526,961 shares of
common stock as of April 30, 2002

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





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TABLE OF CONTENTS



|                          |                                                                       |                                                 |  |  |  |  |  | 
|------------------------- | --------------------------------------------------------------------- | ----------------------------------------------- |  |  |  |  |  | 
|                          | Item 1.                                                              
|                          |                                                                       | CONDENSED CONSOLIDATED BALANCE SHEETS          
|                          |                                                                       | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|                          |                                                                       | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|                          | Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
|PART 2. OTHER INFORMATION
|                          | ITEM 1. LEGAL PROCEEDINGS                                            
|                          | ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                    
|                          | ITEM 3. DEFAULT UPON SENIOR SECURITIES                               
|                          | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS          
|                          | ITEM 5. OTHER INFORMATION                                            
|                          | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                             
|SIGNATURES               
|EXHIBIT 3.1              



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INDEX

BLAGMAN MEDIA INTERNATIONAL, INC.

|                              |                                                                       |                                                                                                                      |  |      |   | 
|----------------------------- | --------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------- |  | ---- | - | 
|                              |                                                                       |                                                                                                                      |  | Page
|                              |                                                                       |                                                                                                                      |  |     
|PART I. FINANCIAL INFORMATION |                                                                       |                                                                                                                      |  |     
|                              | Item 1. Financial Statements                                          |                                                                                                                      |  | 2    |  
|                              |                                                                       | Consolidated Balance Sheet As Of
March 31, 2002 (Unaudited) and
December 31, 2001                                    |  |      | 2 | 
|                              |                                                                       | Consolidated Statements Of Operations
For The Nine Months And Three Months Ended
March 31, 2002 And 2001 (Unaudited) |  |      | 3 | 
|                              |                                                                       | Consolidated Statement Of Cash Flows
For The Three Months Ended
March 31, 2002 And 2001 (Unaudited)                  |  |      | 4 | 
|                              |                                                                       | Notes To Consolidated Financial Statements As Of
March 31, 2002 (Unaudited)                                          |  |      | 6 | 
|                              | Item 2. Managements Discussion and Analysis of Results of Operations |                                                                                                                      |  | 9    |  
|PART 2. OTHER INFORMATION     |                                                                       |                                                                                                                      |  |     
|                              | Item 1. Legal Proceedings                                             |                                                                                                                      |  | 14   |  
|                              | Item 2. Changes in Securities and Use of Proceeds                     |                                                                                                                      |  | 14   |  
|                              | Item 3. Default Upon Senior Securities                                |                                                                                                                      |  | 15   |  
|                              | Item 4. Submission of Matters to a Vote of Security Holders           |                                                                                                                      |  | 15   |  
|                              | Item 5. Other Information                                             |                                                                                                                      |  | 15   |  
|                              | Item 6. Exhibits and Reports on Form 8-K                              |                                                                                                                      |  | 15   |  

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|        |  |                                                                                         
|------- |  | ----------------------------------------------------------------------------------------
|Item 1. |  | BLAGMAN MEDIA INTERNATIONAL, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

|                                               |                                                                                                                                                                                  |                                |            |                |            |                   |            |             |           |  
|---------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------ | ---------- | -------------- | ---------- | ----------------- | ---------- | ----------- | --------- | -
|                                               |                                                                                                                                                                                  |                                |            | March 31, 2002 |            |                   |            |            
|                                               |                                                                                                                                                                                  |                                |            | (Unaudited)    |            | December 31, 2001
|                                               |                                                                                                                                                                                  |                                |            |                |            |                  
|CURRENT ASSETS                                 |                                                                                                                                                                                  |                                |            |                |            |                   |            |            
|                                               | Cash                                                                                                                                                                             |                                | $          | 774,299        |            |                   | $          | 199,924     |          
|                                               | Accounts receivable, net                                                                                                                                                         |                                |            | 1,995,664      |            |                   |            | 5,894       |          
|                                               | Prepaid and other current assets                                                                                                                                                 |                                |            | 1,197,160      |            |                   |            | 216,905     |          
|                                               | Prepaid insurance                                                                                                                                                                |                                |            | 27,937         |            |                   |            | 47,421      |          
|                                               | Note and loan receivable  stockholder                                                                                                                                           |                                |            | 146,437        |            |                   |            | 146,437     |          
|                                               |                                                                                                                                                                                  |                                |            |                |            |                   |            |            
|Total Current Assets                           |                                                                                                                                                                                  |                                | 4,141,497  |                |            |                   | 616,581    |            
|                                               |                                                                                                                                                                                  |                                |            |                |            |                   |            |            
|PROPERTY & EQUIPMENT  NET                     |                                                                                                                                                                                  |                                | 528,226    |                |            |                   | 58,586     |            
|                                               |                                                                                                                                                                                  |                                |            |                |            |                   |            |            
|OTHER ASSETS                                   |                                                                                                                                                                                  |                                |            |                |            |                   |            |            
|                                               | Goodwill, net                                                                                                                                                                    |                                |            | 3,027,112      |            |                   |            |            |          
|                                               | Intangible                                                                                                                                                                       |                                |            | 5,855,286      |            |                   |            |            |          
|                                               | Deposits                                                                                                                                                                         |                                |            | 11,023         |            |                   |            | 4,496       |          
|                                               | Deposit on investment                                                                                                                                                            |                                |            | 172,500        |            |                   |            | 155,000     |          
|                                               |                                                                                                                                                                                  |                                |            |                |            |                   |            |            
|                                               |                                                                                                                                                                                  | Total Other Assets             |            |                | 9,065,921  |                   |            |             | 159,496   |  
|                                               |                                                                                                                                                                                  |                                |            |                |            |                   |            |            
|TOTAL ASSETS                                   |                                                                                                                                                                                  | $                              | 13,735,644 |                |            | $                 | 834,663    |            
|                                               |                                                                                                                                                                                  |                                |            |                |            |                   |            |            
|LIABILITIES AND STOCKHOLDERS DEFICIENCY      
|CURRENT LIABILITIES                            |                                                                                                                                                                                  |                                |            |                |            |                   |            |            
|                                               | Cash overdraft                                                                                                                                                                   |                                | $          | 564,514        |            |                   | $          |            |          
|                                               | Accounts payable and accrued expenses                                                                                                                                            |                                |            | 6,147,809      |            |                   |            | 342,242     |          
|                                               | Accrued compensation  officers                                                                                                                                                  |                                |            | 809,030        |            |                   |            | 721,910     |          
|                                               | Notes and loans payable  current portion                                                                                                                                        |                                |            | 908,414        |            |                   |            | 50,000      |          
|                                               | Deferred revenue                                                                                                                                                                 |                                |            | 2,744,812      |            |                   |            | 240,000     |          
|                                               |                                                                                                                                                                                  |                                |            |                |            |                   |            |            
|                                               |                                                                                                                                                                                  | Total Current Liabilities      |            |                | 11,174,579 |                   |            |             | 1,354,152 |  
|                                               |                                                                                                                                                                                  |                                |            |                |            |                   |            |            
|LONG-TERM LIABILITIES                          |                                                                                                                                                                                  |                                |            |                |            |                   |            |            
|                                               | Notes and loans payable  long-term portion                                                                                                                                      |                                |            | 2,568,607      |            |                   |            | 445,500     |          
|                                               |                                                                                                                                                                                  |                                |            |                |            |                   |            |            
|                                               |                                                                                                                                                                                  | Total Liabilities              |            |                | 13,743,186 |                   |            |             | 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, 4,779,526,961 and
757,364,735 shares issued and outstanding at
March 31, 2002 and December 31, 2001
respectively |                                |            | 4,779,527      |            |                   |            | 757,364     |          
|                                               | Common stock to be issued                                                                                                                                                        |                                |            | 306,250        |            |                   |            |            |          
|                                               | Additional paid-in capital                                                                                                                                                       |                                |            | 25,741,197     |            |                   |            | 23,952,341  |          
|                                               | Accumulated deficit                                                                                                                                                              |                                |            | (12,025,593    | )          |                   |            | (7,693,438  | )        
|                                               |                                                                                                                                                                                  |                                |            |                |            |                   |            |            
|                                               |                                                                                                                                                                                  |                                | 18,801,382 |                |            |                   | 17,016,268 |            
|                                               | Subscriptions receivable                                                                                                                                                         |                                |            | (15,334        | )          |                   |            | (15,334     | )        
|                                               | Deferred stock based compensation                                                                                                                                                |                                |            | (18,793,590    | )          |                   |            | (17,965,923 | )        
|                                               |                                                                                                                                                                                  |                                |            |                |            |                   |            |            
|                                               |                                                                                                                                                                                  | Total Stockholders Deficiency |            |                | (7,542     | )                 |            |             | (964,989  | )
|                                               |                                                                                                                                                                                  |                                |            |                |            |                   |            |            
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY |                                                                                                                                                                                  | $                              | 13,735,644 |                |            | $                 | 834,663    |            
|                                               |                                                                                                                                                                                  |                                |            |                |            |                   |            |            

See accompanying notes to condensed consolidated financial statements.

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

(UNAUDITED)


|                                                                         |                                  |                          |               |                |           |                |            |         |         |  
|------------------------------------------------------------------------ | -------------------------------- | ------------------------ | ------------- | -------------- | --------- | -------------- | ---------- | ------- | ------- | -
|                                                                         |                                  |                          |               | For The Three  |           | For The Three 
|                                                                         |                                  |                          |               | Months Ended   |           | Months Ended  
|                                                                         |                                  |                          |               | March 31, 2002 |           | March 31, 2001
|                                                                         |                                  |                          |               |                |           |               
|REVENUES  NET                                                           |                                  | $                        | 1,995,757     |                |           | $              | 129,236    |        
|COST OF REVENUES                                                         |                                  |                          | 1,637,815     |                |           |                | 4,371      |        
|                                                                         |                                  |                          |               |                |           |                |            |        
|GROSS PROFIT                                                             |                                  |                          | 357,942       |                |           |                | 124,865    |        
|                                                                         |                                  |                          |               |                |           |                |            |        
|OPERATING EXPENSES                                                       |                                  |                          |               |                |           |                |            |        
|                                                                         | Officers compensation           |                          |               | 254,767        |           |                |            | 179,167 |        
|                                                                         | Employee compensation and taxes  |                          |               | 338,953        |           |                |            | 60,100  |        
|                                                                         | Professional and consulting fees |                          |               | 3,500,536      |           |                |            | 312,770 |        
|                                                                         | Management fee                   |                          |               | 246,771        |           |                |            |        |        
|                                                                         | Commissions                      |                          |               | 56,931         |           |                |            | 72,046  |        
|                                                                         | Other general and administrative |                          |               | 107,722        |           |                |            | 56,077  |        
|                                                                         | Advertising                      |                          |               | 2,630          |           |                |            | 43,125  |        
|                                                                         | Travel and entertainment         |                          |               | 32,655         |           |                |            | 24,095  |        
|                                                                         | Rent                             |                          |               | 58,808         |           |                |            | 19,976  |        
|                                                                         | Amortization                     |                          |               | 21,372         |           |                |            |        |        
|                                                                         | Auto                             |                          |               | 12,306         |           |                |            | 12,920  |        
|                                                                         | Telephone                        |                          |               | 14,999         |           |                |            | 6,432   |        
|                                                                         | Depreciation                     |                          |               | 17,951         |           |                |            | 3,792   |        
|                                                                         |                                  |                          |               |                |           |                |            |        
|                                                                         |                                  | Total Operating Expenses |               |                | 4,666,401 |                |            |         | 790,500 |  
|                                                                         |                                  |                          |               |                |           |                |            |        
|LOSS FROM OPERATIONS                                                     |                                  |                          | (4,308,459    | )              |           |                | (665,635   | )      
|                                                                         |                                  |                          |               |                |           |                |            |        
|OTHER INCOME (EXPENSE)                                                   |                                  |                          |               |                |           |                |            |        
|                                                                         | Interest expense                 |                          |               | (24,017        | )         |                |            | (3,029  | )      
|                                                                         | Interest income                  |                          |               | 321            |           |                |            | 1,394   |        
|                                                                         |                                  |                          |               |                |           |                |            |        
|                                                                         |                                  | Total Other (Expense)    |               |                | (23,696   | )              |            |         | (1,635  | )
|                                                                         |                                  |                          |               |                |           |                |            |        
|NET LOSS                                                                 |                                  | $                        | (4,332,155    | )              |           | $              | (667,270   | )      
|                                                                         |                                  |                          |               |                |           |                |            |        
|NET LOSS PER COMMON SHARE  BASIC
AND DILUTED                            |                                  | $                        |              |                |           | $              | (0.03      | )      
|                                                                         |                                  |                          |               |                |           |                |            |        
|WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING  BASIC AND
DILUTED |                                  |                          | 2,327,530,634 |                |           |                | 23,528,061 |        
|                                                                         |                                  |                          |               |                |           |                |            |        

See accompanying notes to condensed consolidated financial statements.

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

|                                      |                                                                                                            |                         |                                       |                                                     |   |                |          |                |   |         |          |  
|------------------------------------- | ---------------------------------------------------------------------------------------------------------- | ----------------------- | ------------------------------------- | --------------------------------------------------- | - | -------------- | -------- | -------------- | - | ------- | -------- | -
|                                      |                                                                                                            |                         |                                       |                                                     |   | For The Three  |          | For The Three 
|                                      |                                                                                                            |                         |                                       |                                                     |   | Months Ended   |          | Months Ended  
|                                      |                                                                                                            |                         |                                       |                                                     |   | March 31, 2002 |          | March 31, 2001
|                                      |                                                                                                            |                         |                                       |                                                     |   |                |          |               
|CASH FLOWS FROM OPERATING ACTIVITIES: |                                                                                                            |                         |                                       |                                                     |   |                |          |               
|                                      | Net Loss                                                                                                   |                         | $                                     | (4,332,155                                          | ) |                | $        | (667,270       | )
|                                      | Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:                  |                         |                                       |                                                     |   |                |          |                |  
|                                      | Depreciation and amortization                                                                              |                         |                                       | 39,323                                              |   |                |          | 3,793          |  
|                                      | Stock issued for compensation and services                                                                 |                         |                                       | 2,864,204                                           |   |                |          | 185,225        |  
|                                      | Deferred revenue                                                                                           |                         |                                       | 1,581,271                                           |   |                |          |               |  
|                                      | Changes in operating assets and liabilities, net of the
effects of the acquisition of Century Media, Inc.: |                         |                                       |                                                     |   |                |          |                |  
|                                      |                                                                                                            | (Increase) decrease in: |                                       |                                                     |   |                |          |                |   |        
|                                      |                                                                                                            |                         | Accounts receivable                   |                                                     |   | 325,672        |          |                |   | (17,081 | )       
|                                      |                                                                                                            |                         | Prepaid and other current assets      |                                                     |   | 259,313        |          |                |   | (1,722  | )       
|                                      |                                                                                                            | Increase (Decrease) in: |                                       |                                                     |   |                |          |                |   |        
|                                      |                                                                                                            |                         | Accounts payable and accrued expenses |                                                     |   | (296,236       | )        |                |   | 330,760 |         
|                                      |                                                                                                            |                         |                                       |                                                     |   |                |          |               
|                                      |                                                                                                            |                         |                                       | Net Cash Provided By (Used In) Operating Activities |   |                | 441,392  |                |   |         | (166,295 | )
|                                      |                                                                                                            |                         |                                       |                                                     |   |                |          |               
|CASH FLOWS FROM INVESTING ACTIVITIES: |                                                                                                            |                         |                                       |                                                     |   |                |          |               
|                                      | Purchases of property and equipment                                                                        |                         |                                       | (3,785                                              | ) |                |          |               |  
|                                      | Deposit for investment                                                                                     |                         |                                       | 155,000                                             |   |                |          |               |  
|                                      | Payments for deposits                                                                                      |                         |                                       | (6,527                                              | ) |                |          |               |  
|                                      | Payment for acquisition of Century Media, Inc., net of cash
acquired                                       |                         |                                       | (513,719                                            | ) |                |          |               |  
|                                      |                                                                                                            |                         |                                       |                                                     |   |                |          |               
|                                      |                                                                                                            |                         |                                       | Net Cash Used In Investing Activities               |   |                | (369,031 | )              |   |         |         |  
|                                      |                                                                                                            |                         |                                       |                                                     |   |                |          |               
|CASH FLOWS FROM FINANCING ACTIVITIES: |                                                                                                            |                         |                                       |                                                     |   |                |          |               
|                                      | Proceeds from stock issuance                                                                               |                         |                                       |                                                    |   |                |          | 20,000         |  
|                                      | Proceeds from stockholder loan                                                                             |                         |                                       |                                                    |   |                |          | 85,987         |  
|                                      | Payments to stockholder                                                                                    |                         |                                       |                                                    |   |                |          | (89,000        | )
|                                      | Payments on loans payable                                                                                  |                         |                                       | (62,500                                             | ) |                |          | (13,681        | )
|                                      | Cash overdraft                                                                                             |                         |                                       | 564,514                                             |   |                |          |               |  
|                                      |                                                                                                            |                         |                                       |                                                     |   |                |          |               
|                                      |                                                                                                            |                         |                                       | Net Cash Provided by Financing Activities           |   |                | 502,014  |                |   |         | 3,306    |  
|                                      |                                                                                                            |                         |                                       |                                                     |   |                |          |               
|NET INCREASE (DECREASE) IN CASH       |                                                                                                            |                         | 574,375                               |                                                     |   |                | (162,989 | )             
|CASH  BEGINNING OF PERIOD            |                                                                                                            |                         | 199,924                               |                                                     |   |                | 179,744  |               
|                                      |                                                                                                            |                         |                                       |                                                     |   |                |          |               
|CASH  END OF PERIOD                  |                                                                                                            | $                       | 774,299                               |                                                     |   | $              | 16,755   |               
|                                      |                                                                                                            |                         |                                       |                                                     |   |                |          |               

See accompanying notes to condensed consolidated financial statements.

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

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.

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.

|                                           |  |   |        |  |  |   |       | 
|------------------------------------------ |  | - | ------ |  |  | - | ----- | 
|Cash paid during the period for  Interest |  | $ | 24,017 |  |  | $ | 3,029 | 
|                                           |  |   |        |  |  |   |       | 

See accompanying notes to condensed consolidated financial statements.

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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 March 31, 2002 condensed consolidated financial statements
of the Company include the accounts of the parent entity, its wholly owned
subsidiaries and Century Media, Inc. for the month ended March 31, 2002
(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, in addition to the 75,000,000 shares of
common stock issued (subject to refund) in anticipation of a
transaction and the 2,146,982,227 shares of common stock issued in
connection with the Century transaction, the Company issued 1,315,180,000 shares of
common stock with a fair value of $2,864,204 for services
performed.

NOTE 3 ACQUISITION

On February 28, 2002, the Company incorporated a wholly owned subsidiary,
Blagman USA, Inc., 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., a California
corporation and wholly owned subsidiary of the Company, into Century. The
surviving entity operates on a combined basis under the

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industry name Blagman-Century Media. The consolidation of the two
companies 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 $1.5 million of affiliate
and third party debt, trade and similar payables, (including some delayed
payables which are being discharged over extended payout periods) and 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 up to $1,160,000, depending on
the number of options exercised prior to closing. Holders of the Century
debentures (approximately $750,000) also received shares of the common
stock of the Company. All of the common stock issued in the transaction
was issued as restricted securities and has been valued based on the OTC BB
closing bid price for the seven days prior to the date of the agreement or
$0.0008857 per share. Holders of the common stock issued in the
transaction are entitled to certain piggyback registration rights in
certain offerings of the Company for two years after closing. The Company
did not pursue any new stock offering to finance the economic requirements
of the transaction.

As of December 31, 2001, in connection with the above transaction, the
Company had advanced Century $187,322 for operating expenses which is
included in other current assets and $155,000 for costs in connection with
the closing of the merger which is shown as a deposit on investment.

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 above, 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 payment of a $1,250,000
contingent amount and to the payment in full of the

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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.
Management intends to answer and defend the matter in applicable time
periods.

NOTE 5 GOING CONCERN

The Companys financial statements for the quarter ended March 31, 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
$4,332,155 for the quarter ended March 31, 2002 (including
$2,864,204 in
non-cash charges for compensation payments and deferrals for services) and
has a working capital deficiency of $7,033,083. The Companys working
capital deficiency as of March 31, 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.

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

General

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

On August 2, 1999, the Company completed a reverse acquisition with
Unisat, Inc., an inactive, public non-reporting company, founded in 1962 and
formerly known as Combined Companies, Inc. On the same date, Unisat, Inc.
changed its name to Blagman Media International, Inc. The transaction was
structured as a share exchange, in which Robert Blagman exchanged all of his
shares in Blagman Media International, Inc., a privately-held entity with the
same name owned by Robert Blagman 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.
References in this 10-QSB to the Company refer to both of the Blagman entities
and to MNS Eagle Equity Group I, the other wholly-owned subsidiary of the
Company. The corporate relationships are the result of transactions in 1999
and 2000, through which the Company became the reporting, trading, development
stage Nevada corporation with shares publicly traded on the NASDAQ Bulletin
Board Exchange.

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 industry name Blagman-Century Media. The
consolidation of the two companies results in a full service integrated direct
marketing venture. Certain principals of Century have entered into consulting
arrangements for services and the professional staffs of the two entities were
combined. The financial operations of Century from March 1, 2002 to March 31,
2002 are incorporated in this Report and reported with the Company on a
consolidated basis.

The Company increased its authorized shares to 5,000,000,000 during the
first quarter 2002 to assist in funding planned acquisitions including the
Century transaction.

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Results of Operations

Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001
(includes the operations of Century from March 1 to March 31, 2002)

As noted above, the operating aspects of the Company have been conducted
principally through Blagman Media (the operating subsidiary). The results of
operations at March 31, 2002 compare the results for that entity during the
three months ended March 31, 2001 to the results for the three months ended
March 31, 2002, but include the operations of Century for the month of March
2002.

Net Revenues

Net Revenues (principally from advertising and media placements,
commissions and revenue sharing arrangements) for the three month period ended
March 31, 2002 as compared to the same period in 2001 increased from $129,236
to $1,995,757 (1444%). The increase in revenues between the two periods of
$1,866,521 is attributable to the billings of Century, but in large
part, is due to
general growth in billings by a large client of the Company. The billings at
Century reflected all the Companys billings effective January 1, 2002,
because, at that time, Blagman Media transferred all of its media
billings to Century. Such transfer
was consistent with the interim management arrangements between the entities
and was initiated to streamline the contemplated transaction between the
entities.

The gross profit increased from $124,865 to $357,942 (186.66%) with
$309,681 attributed to the bookings of the Company media purchases through
Century. The gross profit margins reflect both the changes in revenues, since
the nature of the Companys business provides margins which tend to be
proportionate to its revenues, timing of payments to media and the improved
operating results because of efficiencies from the use of computer tracking
systems which began to be reflected during the third quarter of 2000.

The increase in revenues combined with a $3,875,901 (490.31%) increase in
total operating expenses from $790,500 during the three months ended March 31,
2001 to $4,666,401 for the three months ended March 31, 2002 resulted in a loss
(before other expenses of $1,635 in 2001 and of $23,696 in 2002) of $4,308,459
in 2002 compared to operating losses of $665,635 for the three month period in
2001 or a 547% increase in operating losses. The increased operating expenses
in 2002 consisted principally of the $2,8664,204 recorded for share issuances,
the added expenses from the Century operations, professional fees incurred in
connection with proposed future acquisitions, officers compensation incurred
(but not paid), travel, entertainment and other operating costs.

As noted above, during the three months ending March 31, 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 based on the market price of the
Companys shares on the date of issuance, even though no cash payments were
made.

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The increase in operating costs also resulted from the Companys status as
a public entity and the substantial professional fees and related travel and
other expenses incurred in connection with the negotiations and documentation
for prospective acquisitions. While certain public company costs have been
moderated, the burden of public company status continues to require major
commitments of time, energy and resources of the Companys very limited
management team and, to some extent, the public company requirements have
pre-empted the core business of the Company because executives were required to
devote a substantial portion of their time to the public aspects of the Company
rather than to day-to-day sales and marketing activities for the Company. As
predicted in prior reports, the increased use of the computer tracking system
and technology systems and managements increased experience with public
company status has allowed them to redirect more of their efforts to day-to-day
operating activities and, particularly, the coordination of Century operations.
In addition to the transaction with Century, the Company devoted a substantial
amount of time and effort to seeking other acquisition opportunities, including
the pending transaction with RC Romine & Co. In connection with the Century
transaction, the staff and management teams are being integrated but currently
the Company is retaining offices in Century City as well as at the Century
facilities in Santa Monica. The Company believes that properly-structured
industry consolidations are likely to occur and that the Company needs to
continue to pursue transactions that offer appropriate consolidation
opportunities in the direct marketing and direct response sectors.

Cost of Revenues

Cost of revenues (principally consisting of media acquisition and airtime
costs accrued in the period) for the three months ended March 31, 2002
increased from $4,371 to $1,637,815 (37,370%) primarily because of the media time
purchased for the Red Skelton endeavors and because of the addition of Century.
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. Gross profit increased from a
profit of $124,865 for the three months ended March 31, 2001 to a profit of
$357,942 in 2002.

General and Administrative Expenses

Total general and administrative expenses increased from $790,500 to
$4,666,401 (490%) for the three month period ended March 31, 2002 principally
because of the $2,864,204 charge for non-cash related compensation
and the increase in employee compensation related to the March operations of Century, including the
$246,771 management fee which paid to Century executives who provided services
through a loan-out entity. The Company anticipates that the fixed categories
of costs will continue to moderate in future periods as management gains
experience overseeing a publicly held enterprise, is able to manage and predict
those costs and needs more effectively but that costs will be commensurate with
increased activities and revenues if successful acquisitions are undertaken.

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Interest Expense and Outstanding Loans

Net interest expense after interest income in the three month periods
increased from $1,635 to $23,696 (1349%). Since the Company records revenues
as received and generally commits to time expenditures only when there is
assurance of payment from its clients, interest costs and advertising revenue
adjustments vary.

At March 31, 2002, the Company had loans of $27,937 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.

The Company received $200,000 as an advance from Suburban Capital to
assist in general overhead. These funds were not used nor intended for the
Century transaction.

Liquidity and Capital Resources

For the three months ended March 31, 2002, compared to December 31, 2001,
the Companys available cash increased from $199,924 to $774,299 (287.5%) and
current assets increased from $616,581 to $4,141,497 (572%) from December
31, 2001 to March 31, 2002.

However, the accounts payable and accrued expenses at March 31, 2002 were
$6,147,809 compared to $342,242 at December 31, 2001, a 1696.3% increase due to
the inclusion and combination of all Blagman and Century business. At March
31, 2002, media cost refunds payable had increased to $908,414 from $50,000 in
December 31, 2001 due to an increase in overall media billings. Management
anticipates that additional accounts now being acquired by the Company will
enhance revenues as well as the synergy of both entities becoming one. In
addition, management intends to seek other acquisitions that are compatible
with our media business and which will contribute to positive results.
Currently the Company signed and released a letter of intent for RC Romine &
Co. The Company is now in the process of due diligence to finalize this
transaction. Stock had been issued for this transaction but will be returned
if not completed.

In connection with the various initiatives being pursued by management 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. 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 also evaluating
overhead and cost cutting opportunities in 2002 to address financial needs.

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During 2001 and in the current quarter, the market price of our common
shares dropped precipitously. We believe that there are two underlying causes.
First, we apparently were one of the companies 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.
Management initiated referrals to appropriate regulatory agencies for their
action. While actions from these referrals may reduce future manipulation, it
cannot eliminate the impact of the downward price spiral. The second factor
apparently affecting our price was the market reaction to the increase in
authorized and issued common shares which we undertook to compensate
consultants in our industry, to support Company growth and, more recently, to
effect the Century transaction. While our shareholder base has increased
significantly, our share price remains very depressed and has not responded to
our continued increased growth or the Century transaction.

Management is currently absorbing 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 2002, we will focus a significant effort to the integration of
Blagman-Century, leveraging the complementary aspects of our two companies and
our respective staff and client bases to increase overall business results.
While the Century transaction adds existing debt and trade payables, management
believes that these obligations are contained and can be funded from
operations, internal organic growth, increased billings and operating cost
reductions and efficiencies. We are committed to assist in funding selected
aspects of the growth of Blagman-Century and new strategic hires and alliances
should facilitate the positive financial growth. With the Century transaction,
we have increased our staff to 40 employees, our client base to over 20
accounts, and poised the Company for positive financial growth in our industry.

The Company intends to continue to seek additional working capital to meet
its operating requirements and to provide further capital for expansion,
acquisitions or strategic alliances with businesses that are complementary to
the Companys long term business objectives. Additional capital will be needed
to maintain the growth plans of the Company.

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 sufficient to meet essential capital
requirements for the next 12 months but will not support growth. However, the
Company currently has a deficit. As a result, the Companys financial
statements for the period ended March 31, 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 $4,332,155 for the quarter ended March 31, 2002
principally because of non-cash charges and assimilation of the Century
operations. The Company has current liabilities of $11,174,579 and a
stockholders deficiency at March 31, 2002 of $7,542. It may not be able it to
meet its objectives as presently structured.

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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.




PART 2. OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS

Subsequent to the Blagman Century transaction described above, TMT Media
Corporation has 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. Management intends
to answer and defend the matter aggressively in applicable time periods.




ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

During the three months ended March 31, 2002, in addition to the
75,000,000 shares of common stock issued (subject to refund) in anticipation of
a transaction and the 2,146,982,227 shares of common stock issued in connection
with the Century transaction, the Company issued 1,315,180,000 shares of common
stock with a fair value of $2,864,204 for services performed. This resulted in
a total shareholders deficit of $48,160 at March 31, 2002 compared to a deficit
of $406,990 at December 31, 2001.

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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) |  | 2.11 Agreement and Plan of Reorganization (Incorporated by reference; Form 8-K filed on March 11, 2002).                                                                                                                                                                                                                                  
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | 3.1 Certificate of Amendment to Articles of Incorporation filed with Nevada Secretary of State on March 19, 2002.                                                                                                                                                                                                                         
|
| | (b) |  | On March 11, 2002, the Company filed a report on
Form 8-K to report its acquisition of Century Media, Inc. An
amendment to the Form 8-K is being filed concurrently with
this Form 10-QSB. It includes the financial statements
required by Item 7 of Form 8-K and incorporates by reference
the financial statements in this Form 10-QSB.

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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: May 20, 2002 | /s/ ROBERT BLAGMAN               
|                    |                                  
|                    | Robert Blagman, President        

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