<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                   FORM S-8
                            Registration Statement
                       Under The Securities Act of 1933

                       BLAGMAN MEDIA INTERNATIONAL, INC.
--------------------------------------------------------------------------------
              (Exact name of Registrant as specified in charter)
<TABLE>
<S>                                                                       <C>

                         NEVADA                                                         84-1108499
              (State or other jurisdiction                                             (IRS Employer
           of incorporation or organization)                                      Identification Number)

                                                                          Robert Blagman, Chief Executive Officer
          1901 Avenue of the Stars, Suite 1710                             1901 Avenue of the Stars, Suite 1710
             Los Angeles, California 90067                                     Los Angeles, California 90067
                     (310) 788-5444                                                   (310) 788-5444
-------------------------------------------------------------------------------------------------------------------
            (Address and telephone number of                                   (Name, address and telephone
       Registrant's Principal Executive Offices)                               number of agent for service)
</TABLE>

                     2001 EMPLOYEE STOCK COMPENSATION PLAN
                           (Full Title of the Plan)

                       Copies of all communications to:

                             Robert S. Luce, Esq.,
                               399 Quentin Road
                                    Suite A
                           Palatine, Illinois 60067
                                (847) 776-9729

<TABLE>
<CAPTION>
Title of each class                             Proposed Maximum        Proposed Maximum
of securities to be         Amount to be       Offering Price Per      Aggregate Offering            Amount of
    registered             Registered (1)          Share (2)                Price (2)           Registration Fee (2)
-------------------------------------------------------------------------------------------------------------------
<S>                        <C>                 <C>                     <C>                      <C>
Common stock,
$.001 par value             100,000,000                $0.06               $6,000,000                $1500.00
</TABLE>

(1)  Includes an indeterminate number of additional shares that may be issued
     pursuant to the above employee benefit plan as a result of any future stock
     split, stock dividend or similar adjustment.

(2)  The Proposed Maximum Offering Price Per Share and Proposed Maximum
     Aggregate Offering price are based upon the market price of the Shares on
     the date of grant in accordance with Rule 457(h) of the Securities Act of
     1933, as amended. These amounts are calculated solely for the purpose of
     calculating the registration fee pursuant to Rule 457(h)(1) under
     Securities Act of 1933, as amended.


<PAGE>

                                    PART I.

               INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*

*Information required by Part I to be contained in a Section 10(a) Prospectus is
omitted from the Registration Statement in accordance with Rule 428 under the
Securities Act of 1933, and the Note to Part I of Form S08.

                                       2
<PAGE>

                                   PART II.

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated by reference in this
registration statement of BLAGMAN MEDIA INTERNATIONAL, INC. ("BMII" or the
"Registrant") and in the related Section 10(a) prospectus:

         (a)   BMII's Annual Report on Form 10-KSB for the year ended December
               31, 2001.

         (b)   BMII's Quarterly report on Form 10-KSB dated April 20, 2000.

         (c)   See "Description of Securities" at pages 3 and 4 of the Section
               10(a) Prospectus relating to the 2001 Employee Stock Compensation
               Plan which is attached hereto as Exhibit 4.1.

         In addition, all documents subsequently filed pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this registration statement and
to be a part hereof from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the securities that may be offered under the BMII 2001
Employee Stock Compensation Plan (the "Plan") will be passed upon for BMII by
Robert S. Luce, Esq., Attorney at Law, 399 Quentin Road, Suite A, Palatine,
Illinois 60067.

Item 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Article Sixth of BMII's Certificate of Incorporation authorizes BMII to
indemnify any current or former director, officer, employee, or agent of BMII,
or a person serving in a similar post in another organization at the request of
BMII, against expenses, judgments, fines, and amounts paid in settlement
incurred by him in connection with any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
to the fullest extent not prohibited by the Nevada General Corporation Law,
public policy or other applicable law. Sections 78.751 and 78.752 of the Nevada
General Corporation Law authorize a corporation to indemnify its directors,
officers, employees, or agents in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
provisions permitting advances for expenses incurred) arising under the
Securities Act of 1933, as amended (the "1933 Act").

                                       3
<PAGE>

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

Item 8.  EXHIBITS.

         The Exhibits to this registration statement are listed in the Index to
Exhibits on page 5.

Item 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (1)   To file, during any period in which offers and sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

         (2)   That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (4)   That, for purposes of determining any liability under the 1933
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (5)   Insofar as indemnification for liabilities under the 1933 Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                       4
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the 1933 Act, the Registrant certifies that
it has reasonable grounds to believe that it meets all the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Los Angeles,
California, on the date below.

DATED: August __________, 2001             BLAGMAN MEDIA INTERNATIONAL, INC.



                                           By______________________________

                                             Robert Blagman, President


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities and on the dates respectively indicated.



                                   President, Director          August ___, 2001
______________________________
  Robert Blagman


                                   Secretary, Director          August ___, 2001
______________________________
  Leslie Blagman

                                       5
<PAGE>

                               INDEX TO EXHIBITS


Exhibit
Number    Description
______    ______________

 4.1.     Employee Stock Compensation Plan and the Section 10(a) Prospectus
          relating thereto

 5.1.     Opinion of Counsel regarding legality

 23.1.    Consent of Independent Public Accountants

          Consent of Counsel (included in Exhibit 5.1)

 24.      Powers of Attorney

                                       6
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "PROSPECTUS", "secsgml_size_bytes": 11028}]
{"company-data": {"conformed-name": "BLAGMAN MEDIA INTERNATIONAL INC", "cik": "0001096936", "assigned-sic": "9995", "irs-number": "954729314", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68408", "film-number": "1724095"}, "business-address": {"street1": "1901 AVE OF THE STARS", "street2": "SUITE 1701", "city": "LOS ANGELES", "state": "CA", "zip": "90067", "phone": "3033373384"}, "mail-address": {"street1": "1901 AVE OF THE STARS", "street2": "STE 1701", "city": "LOS ANGELES", "state": "CA", "zip": "90067"}, "former-company": {"former-conformed-name": "MNS EAGLE EQUITY GROUP I INC", "date-changed": "19991019"}}
SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                   FORM S-8
                            Registration Statement
                       Under The Securities Act of 1933

                       BLAGMAN MEDIA INTERNATIONAL, INC.
--------------------------------------------------------------------------------
              (Exact name of Registrant as specified in charter)
NEVADA                                                         84-1108499
              (State or other jurisdiction                                             (IRS Employer
           of incorporation or organization)                                      Identification Number)

                                                                          Robert Blagman, Chief Executive Officer
          1901 Avenue of the Stars, Suite 1710                             1901 Avenue of the Stars, Suite 1710
             Los Angeles, California 90067                                     Los Angeles, California 90067
                     (310) 788-5444                                                   (310) 788-5444
-------------------------------------------------------------------------------------------------------------------
            (Address and telephone number of                                   (Name, address and telephone
       Registrant's Principal Executive Offices)                               number of agent for service)
2001 EMPLOYEE STOCK COMPENSATION PLAN
                           (Full Title of the Plan)

                       Copies of all communications to:

                             Robert S. Luce, Esq.,
                               399 Quentin Road
                                    Suite A
                           Palatine, Illinois 60067
                                (847) 776-9729
Title of each class                             Proposed Maximum        Proposed Maximum
of securities to be         Amount to be       Offering Price Per      Aggregate Offering            Amount of
    registered             Registered (1)          Share (2)                Price (2)           Registration Fee (2)
-------------------------------------------------------------------------------------------------------------------
Common stock,
$.001 par value             100,000,000                $0.06               $6,000,000                $1500.00
(1)  Includes an indeterminate number of additional shares that may be issued
     pursuant to the above employee benefit plan as a result of any future stock
     split, stock dividend or similar adjustment.

(2)  The Proposed Maximum Offering Price Per Share and Proposed Maximum
     Aggregate Offering price are based upon the market price of the Shares on
     the date of grant in accordance with Rule 457(h) of the Securities Act of
     1933, as amended. These amounts are calculated solely for the purpose of
     calculating the registration fee pursuant to Rule 457(h)(1) under
     Securities Act of 1933, as amended.
PART I.

               INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*

*Information required by Part I to be contained in a Section 10(a) Prospectus is
omitted from the Registration Statement in accordance with Rule 428 under the
Securities Act of 1933, and the Note to Part I of Form S08.

                                       2
PART II.

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated by reference in this
registration statement of BLAGMAN MEDIA INTERNATIONAL, INC. ("BMII" or the
"Registrant") and in the related Section 10(a) prospectus:

         (a)   BMII's Annual Report on Form 10-KSB for the year ended December
               31, 2001.

         (b)   BMII's Quarterly report on Form 10-KSB dated April 20, 2000.

         (c)   See "Description of Securities" at pages 3 and 4 of the Section
               10(a) Prospectus relating to the 2001 Employee Stock Compensation
               Plan which is attached hereto as Exhibit 4.1.

         In addition, all documents subsequently filed pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this registration statement and
to be a part hereof from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the securities that may be offered under the BMII 2001
Employee Stock Compensation Plan (the "Plan") will be passed upon for BMII by
Robert S. Luce, Esq., Attorney at Law, 399 Quentin Road, Suite A, Palatine,
Illinois 60067.

Item 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Article Sixth of BMII's Certificate of Incorporation authorizes BMII to
indemnify any current or former director, officer, employee, or agent of BMII,
or a person serving in a similar post in another organization at the request of
BMII, against expenses, judgments, fines, and amounts paid in settlement
incurred by him in connection with any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
to the fullest extent not prohibited by the Nevada General Corporation Law,
public policy or other applicable law. Sections 78.751 and 78.752 of the Nevada
General Corporation Law authorize a corporation to indemnify its directors,
officers, employees, or agents in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
provisions permitting advances for expenses incurred) arising under the
Securities Act of 1933, as amended (the "1933 Act").

                                       3
Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

Item 8.  EXHIBITS.

         The Exhibits to this registration statement are listed in the Index to
Exhibits on page 5.

Item 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (1)   To file, during any period in which offers and sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

         (2)   That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (4)   That, for purposes of determining any liability under the 1933
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (5)   Insofar as indemnification for liabilities under the 1933 Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                       4
SIGNATURES

     Pursuant to the requirements of the 1933 Act, the Registrant certifies that
it has reasonable grounds to believe that it meets all the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Los Angeles,
California, on the date below.

DATED: August __________, 2001             BLAGMAN MEDIA INTERNATIONAL, INC.

                                           By______________________________

                                             Robert Blagman, President

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities and on the dates respectively indicated.

                                   President, Director          August ___, 2001
______________________________
  Robert Blagman

                                   Secretary, Director          August ___, 2001
______________________________
  Leslie Blagman

                                       5
INDEX TO EXHIBITS

Exhibit
Number    Description
______    ______________

 4.1.     Employee Stock Compensation Plan and the Section 10(a) Prospectus
          relating thereto

 5.1.     Opinion of Counsel regarding legality

 23.1.    Consent of Independent Public Accountants

          Consent of Counsel (included in Exhibit 5.1)

 24.      Powers of Attorney

                                       6