Edgar Filing: BLAGMAN MEDIA INTERNATIONAL INC

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14(a)-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

BLAGMAN MEDIA INTERNATIONAL, INC.
(Name of Small Business Issuer in its charter)

None
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[X] No Fee Required
[ ] Fee Computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11.

1. Title of each class of securities to which transaction applies:

Common Stock

2. Aggregate number of securities to which transaction applies:

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

4. Proposed aggregate offering price:

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offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
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Notes:

Blagman Media International, Inc.
1901 Avenue of the Stars, Suite 1710
Los Angeles, CA 90067

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, JANUARY 27, 2003

Notice is hereby given that the Annual Meeting of Shareholders
of Blagman Media International, Inc., a Nevada corporation
("Company"), will be held on Monday, January 27, 2003, at 1901
Avenue of the Stars, Suite 1710 Los Angeles at 11:30 a.m. (PST) for
the following purposes:

1. To elect the Board of Directors of the Company to serve until
the next Annual Meeting of shareholders or until their
respective successors shall be elected and qualified.

2. To approve the grant of discretionary authority to the Company's
Board of Directors to amend the Company's Certificate of
Incorporation to effect a reverse stock split of the Company's
common stock at a ratio within the range from one-for-two
thousand to one-for-five thousand at any time prior to June 2, 2003

3. To consider and act upon a proposal to amend the Company's
Certificate of Incorporation to change the name of the Company
from Blagman Media International to Innovation Holdings, Inc.

4. To approve the appointment of Weinberg & Company as the
Company's independent auditors for the new fiscal year
commencing on January 1, 2003;

5. To transact such other business as may properly come before
the Annual Meeting and at any adjournment thereof.

The Proxy Statement and form of proxy accompanying this notice
are being mailed to stockholders on or about December 16, 2002. Only
stockholders of record at the close of business on December 10, 2002
are entitled to notice of and to vote at the Annual Meeting or any
adjournment or postponement.

Please review the voting options on the attached proxy card and
submit your vote promptly. If you attend the Annual Meeting, you may
revoke your Proxy and vote in person if you desire to do so, but
attendance at the Annual Meeting does not itself serve to revoke your
Proxy. A copy of the Company's Annual Report for its fiscal year
ending December 31, 2002, and for the quarter ended on June 30, 2002,
will be provided on request or you may obtain a copy online from the
Securities and Exchange Commission Website at www.sec.gov ("Search
for Company Filings").

By order of the Board of Directors
December 16, 2002

/s/ Robert Blagman
Robert Blagman, CEO and President

Blagman Media International, Inc.
1901 Avenue of the Stars, Suite 1710
Los Angeles, CA 90067

PROXY STATEMENT

This Proxy Statement is furnished to the holders of Common
Stock, par value $.001 per share ("Common Stock"), of Blagman Media
International, Inc., a Nevada corporation (the "Company") in
connection with the solicitation by and on behalf of its Board of
Directors of proxies ("Proxy" or "Proxies") for use at the 2002
Annual Meeting of Shareholders (the "Meeting") to be held on Monday,
January 27, 2003, at 11:30 a.m., Pacific Standard Time (PST), at the
offices of the Company, located at 1901 Avenue of the Stars, Suite
1710, Los Angeles, CA 90067 and at any adjournment or postponement
thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders. The cost of preparing, assembling and
mailing the Notice of Annual Meeting of Shareholders, this Proxy
Statement and Proxies is to be borne by the Company. The Company will
also reimburse brokers who are holders of record of Common Stock for
their expenses in forwarding Proxies and Proxy soliciting material to
the beneficial owners of such shares. In addition to the use of the
mails, Proxies may be solicited without extra compensation by
directors, officers and employees of the Company by telephone,
telecopy, telegraph or personal interview. The approximate mailing
date of this Proxy Statement is December 16, 2002.

GENERAL INFORMATION

Unless otherwise specified, all Proxies, in proper form,
received by the time of the Meeting will be voted for the election of
all nominees named herein to serve as directors and in favor of each
of the proposals set forth in the accompanying Notice of Annual
Meeting of Shareholders and described below.

A Proxy may be revoked by a shareholder at any time before its
exercise by filing with Robert Blagman, the Secretary of the Company,
at the address set forth above, an instrument of revocation or a duly
executed proxy bearing a later date, or by attendance at the Meeting
and electing to vote in person. Attendance at the Meeting will not,
in and of itself, constitute revocation of a Proxy.

The Board of Directors has fixed the close of business on
December 10, 2002 as the record date ("Record Date") for the
determination of shareholders entitled to notice of, and to vote at,
the Meeting and any adjournment thereof. As of the Record Date, there
were 17,381,593,667 shares of Common Stock outstanding. Each share of
Common Stock outstanding on the Record Date will be entitled to one
vote on all matters to come before the Meeting.

A majority of the shares entitled to vote, represented in person
or by proxy, is required to constitute a quorum for the transaction
of business. Proxies submitted which contain abstentions or broker
non-votes will be deemed present at the Meeting for determining the
presence of a quorum.

PROPOSAL 1

ELECTION OF DIRECTORS

At the Meeting, shareholders will elect four (4) directors to
serve until the next Annual Meeting of Shareholders or until his or
her respective successor is elected and qualified. Unless otherwise
directed, the persons named in the Proxy intend to cast all Proxies
received for the election of Robert Blagman, Andrew Given, Walter
Lubars, and Jeffrey Wald to serve as directors upon their nomination at
the Meeting. Each of the aforementioned individuals has advised the
Company of his willingness to serve as a director of the Company.
Shares represented by valid proxies in the accompanying form will be
voted for the election of all of the directors and nominees named
below, unless a contrary direction is indicated. Should any director
or nominee named below become unavailable for election to the Board
of Directors for any reason, the persons named in the Proxies have
discretionary authority to vote the Proxies for one or more
alternative nominees who will be designated by the Board of Directors.

DIRECTORS

The nominees for directorship of the Company, their ages and present
positions with the Company, are as follows:

Name Age Position

Robert Blagman 46 President, Chief Executive Officer,
Chairman

Andrew Given 46 Director

Walter Lubars 66 Director

Jeffrey Wald 48 Director

INFORMATION ABOUT DIRECTORS AND NOMINEES

The following is a brief summary of the background of each director
and Nominee:

Robert Blagman founded our business as a sole proprietorship in
1994 and has been the chief executive of the company and chairman of
the Board of Directors since the transactions with Unisat, Inc. in
August 1999. Prior to founding the enterprise, he was an executive in
advertising marketing at: Disney KCAL Channel in Los Angeles
(national advertising sales manager 1992-1994); KCOP in Los Angeles
(local advertising sales manager 1989-1992); and Katz Communications
(various titles leading to national advertising sales manager 1978-1989).

Andrew Given has served as President of Production for The
Shooting Gallery and as head of Gun For Hire (motion
picture/television production). From 1990 to 1999, he held numerous
management and other positions at Universal Studios, including an
executive producer focused on cost management of films. Mr. Givens
has served on the Company's Board of Directors since August 1999.

Walter Lubars has been a professor of advertising at Boston
University for over 30 years. Mr. Lubars now is semi-retired and
works part-time as a professor emeritus. He has served on the Board
of Directors of the Company since August 1999.

Jeff Wald has been the New Director for KTLA Channel 5 in Los
Angeles for the past five years. KTLA is part of the Tribune Company.
He has served on the Board of Directors of the Company since August 1999.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Act of 1934, as amended,
requires the Company's directors and executive officers, and persons
who own more than ten percent of the Company's Common Stock, to file
with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company.

Based upon review of Forms 3, 4, and 5 (and amendments thereto)
and written representations provided to the Company by executive
officers, directors and shareholders beneficially owning 10% or
greater of the outstanding shares, the Company believes that such
persons filed pursuant to the requirements of the Securities and
Exchange Commission on a timely basis.

2002 BOARD MEETINGS

The Board of Directors met several times during the fiscal year
just ended and acted by unanimous written consent on several
occasions following informal discussions. Each director attended more
than 75 percent of the meetings of the Board of Directors and
Committees on which he served that were held during the fiscal year.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company has a standing audit committee and it intends to
appoint a new committee composed of independent directors for
purposes of the 2002 year-end audit and subsequent annual audits.
The board of directors has adopted a written charter for the audit
committee.

For the period ended, December 31, 2001, the audit committee,
which was independent, reviewed and discussed the audited financial
statements with management; discussed the matters required to be
discussed with the independent auditors by Statement of Accounting
Standards No. 61; and has received the written disclosures and the
letter from the independent accountants required by Independence
Standards Board Standard No. 1 (Independence Standards Board Standard
No. 1, "Independence Discussions with Audit Committees"), as may be
modified or supplemented, and has discussed with the independent
accountant the independent accountant's independence. Based on the
review and discussions, the audit committee recommended to the board
of directors that the audited financial statements be included in the
Company's Annual Report on Form 10-KSB for the last fiscal year for
filing with the SEC.

COMPENSATION OF DIRECTORS

Non-employee directors do not receive cash compensation for
serving as directors. The Company reimburses directors for reasonable
travel expenses incurred in connection with their activities on
behalf of the Company.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the
beneficial ownership of shares of the Company's common stock as of
November 12, 2002, (17,381,593,667 issued and outstanding) by (i) all
stockholders known to the Company to be beneficial owners of more
than 5% of the outstanding common stock; and (ii) all directors and
executive officers of the Company, individually and as a group:

Title of Class Name and Address of Amount of Percent of
Beneficial Owner (1) Beneficial Class
Ownership (2)

Common Stock Alex Varonos 1,879,000,000 9.3%
2899 Agoura Rd., #775
Westlake Village, CA 91361

Common Stock Robert Blagman 628,064,000 3.0%
1901 Avenue of the Stars
Suite 1710
Los Angeles, CA 90067

Common Stock Andrew Given 150,000(3) *
1901 Avenue of the Stars
Suite 1710
Los Angeles, CA 90067

Common Stock Walter Lubars 5,150,000(3) *
1901 Avenue of the Stars
Suite 1710
Los Angeles, CA 90067

Common Stock Jeffrey Wald 150,000(3) *
1901 Avenue of the Stars
Suite 1710
Los Angeles, CA 90067

Common Stock Leslie Blagman 150,000(3) *
1901 Avenue of the Stars
Suite 1710
Los Angeles, CA 90067

Common Stock Michelle Fuchs 10,050,000 *
1901 Avenue of the Stars
Suite 1710
Los Angeles, CA 90067

Common Stock All Executive Officers and 643,714,000 4.0%
Directors as a group

* Owns less than 1%

(1) Except as noted in any footnotes below, each person has sole
voting power and sole dispositive power as to all of the shares shown
as beneficially owned by them.

(2) The amount owned is based on issued common stock, as well as
stock options that are currently exercisable.

(3) Included within this amount are options to purchase 50,000
shares of common stock of the Company, which were granted on November
8, 2002, pursuant to the Company's Employee Stock Incentive Plan.

These options are currently exercisable at $0.025 per share and
expire on September 30, 2005 and options to purchase 100,000 shares
of common stock of the Company, which were granted on November 23,
2001, pursuant to the Company's Employee Stock Incentive Plan. These
options are currently exercisable at $0.09 per share and expire on
January 23, 2006.

EXECUTIVE COMPENSATION

The following table sets forth the cash compensation paid by the
Company to the chief executive officer and all other executive
officers that received compensation in excess of $100,000 (the "Named
Executive Officers") during fiscal 2000 and 2001:

Summary Compensation Table

Annual compensation Long-term Compensation
Awards Payouts
Name and Other Restricted Securities
principal annual stock underlying LTIP All other
position Year Salary Bonus compensation award(s)
options/SARs payouts compensation
($) ($) ($) ($) (#) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)

Robert Blagman 2001 $300,000 $150,000 0 0 0 0
CEO 2000 $240,000 $150,000 0 0 0 0

Leslie Blagman 2001 $150,000 $116,666 0 0 0 0
2000 $135,000 $116,666 0 150,000 0 0 0

Michelle Fuchs 2001 $125,000 0 0 0 0 0
2000 $125,000 0 0 0 0 0

EMPLOYMENT CONTRACTS

Robert Blagman. In June 1999, the Company entered into an
employment agreement with Mr. Blagman. Under the terms of this
agreement, the Company agreed to pay the following compensation:

A fixed salary in the amount of $300,000 per year, payable in
equal installments according to the Company's regular payroll
schedule. This salary is to be reviewed from time to time during the
term of this Agreement by the Corporation's board of directors or
Compensation and Benefits Committee of the Board. In addition, Mr.
Blagman is to be issued: (a) 14,400,000 shares of the Company's
common stock pursuant to the terms of the Employee Stock Purchase
Plan to be adopted by the Company and registered under a Form S-8.
These shares shall vest in equal installments of 1,200,000 shares
quarterly over the three-year term; and (b) 15,000,000 restricted
shares of common stock. Also, Mr. Blagman, his dependents and
beneficiaries are entitled to participate in any pension, profit
sharing, medical reimbursement, insurance or other employee payment
or benefit plan of the Company as may be in effect from time to time,
subject to the participation standards and other terms thereof, to
the same extent as other officers under the benefit practices of the
Company. Finally, Mr. Blagman is entitled to receive 15% of the
Company's net profits.

Leslie Blagman. In January 2000, the Company entered into an
employment agreement with Ms. Blagman. Under the terms of the
agreement, the Company agreed to pay the following compensation:

A signing bonus of $350,000 payable over three years to the
extent the Company has a positive cash flow at the end of each fiscal
year. Mr. Blagman's contract also includes a fixed salary of $135,000
for 2000; $150,000 for 2001 and $180,000 for 2002. In addition, Ms.
Blagman is to be issued 750,000 shares of restricted common stock
pursuant to the terms of the Employee Stock Purchase Plan to be
adopted by the Company and registered under a Form S-8. These shares
are receivable upon her commencement date with the Company and shall
vest one year from her commencement date. Ms. Blagman is also
entitled to a stock option bonus according to the Company's
performance as determined by the Board, however, the bonus can be no
less than 25,000 options to acquire Common Stock at $0.25 per share.
Also, Ms. Blagman is entitled to reasonable medical, life and other
insurance plans and reimbursement for reasonable business expenses.

Michelle Fuchs. In May of 2000, the Company entered into an
employment agreement with Ms. Fuchs. Under the terms of the
agreement, the Company agreed to pay the following compensation:

A fixed salary at the annual rate of $125,000, subject to
bonuses, however as of September 1, 2002 Ms. Fuchs salary was reduced
to $84,000, upon mutual agreement between Ms. Fuchs and the Company.
At the discretion of the Board, Ms. Fuchs may also receive an option
to purchase and acquire shares of common stock at the average bid
price for the five consecutive days preceding the grant.

OTHER COMPENSATION

There are no annuity, pension or retirement benefits proposed to
be paid to officers, directors, or employees of the Company in the
event of retirement at normal retirement date, as there was no
existing plan provided for or contributed to by the Company.

STOCK COMPENSATON PLANS

2002 Stock Compensation Plan. Effective August 14, 2002, the Company
established the 2002 Stock Compensation Plan (the "Plan") which
covers shares issued to eligible participants under the Plan and
shares of common stock of the Company issued since September 14,
2001, in reliance on advice from the Company by Suburban Capital
Corp. and/or its affiliates.

2001 Employee Stock Compensation Plan. Effective August 27, 2001,
the Company established the 2001 Stock Compensation Plan ("2001
Plan"). The purpose of the plan is to compensate employees and
certain consultants of the Company for services by issuing to them
stock in lieu of cash payments. An aggregate of 100,000,000 shares of
Common Stock have been reserved for issuance under the 2001 Plan.
2000-A Employee Stock Compensation Plan. Effective September 11,
2000, the Company established the 2000-A Stock Compensation Plan
("2000-A Plan"). The purpose of the plan is to compensate employees
and certain consultants of the Company for services by issuing to
them stock in lieu of cash payments. An aggregate of 1,800,000 shares
of Common Stock have been reserved for issuance under the 2000-A Plan.

2000 Employee Stock Compensation Plan. Effective April 27, 2000,
the Company established the 2000 Stock Compensation Plan ("2000
Plan"). The purpose of the plan is to compensate employees and
certain consultants of the Company for services by issuing to them
stock in lieu of cash payments. An aggregate of 2,000,000 shares of
Common Stock have been reserved for issuance under the 2000-A Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than as set forth below, there are no relationships,
transactions, or proposed transactions to which the Company was or is
to be a party, in which any of the named persons set forth previously
had or is to have a direct or indirect material interest.

The Company has entered into an employment agreement with Mr.
Blagman. This agreement is discussed under the Executive
Compensation section.

Certain of the Officers and Directors of the Company are engaged
in other businesses, either individually or through partnerships and
corporations in which they have an interest, hold an office, or serve
on a board of directors. As a result, certain conflicts of interest
may arise between the Company and its Officers and Directors. The
Company will attempt to resolve such conflicts of interest in favor
of the Company. The Officers and Directors are accountable to the
Company and its shareholders as fiduciaries, which requires that such
officers and directors exercise good faith and integrity in handling
the Company's affairs. A shareholder may be able to institute legal
action on behalf of the Company or on behalf of itself and other
similarly situated shareholders to recover damages or for other
relief in cases of the resolution of conflicts is in any manner
prejudicial to the Company.

Management believes that its related party transactions were
made on terms no less favorable to the Company than that available
from unaffiliated parties. It is intended that any future
transactions with officers, directors and affiliates of the Company
will be made on terms no less favorable from unaffiliated parties.

PROPOSAL 2

APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE
OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT

General

Because over 17,000,000,000 shares of the Company's common stock
are outstanding, the per share price of the Company's common stock as
of November 12, 2002 was only $0.00001. In order to reduce the number
of shares of common stock outstanding, the Board of Directors has
unanimously adopted a resolution seeking stockholder approval to
grant the Board of Directors authority to amend the Company's
Certificate of Incorporation to effect a reverse split of the
Company's common stock. The ratio of the reverse stock split that the
Board of Directors approved and deemed advisable and for which it is
seeking stockholder approval is in the range from two thousand-to-one
(2,000 to 1) to five thousand-to-one (5,000 to 1), with the exact
ratio to be established within this range by the Board of Directors
in its sole discretion at the time it elects to effect a split.
Approval of this reverse stock split proposal would give the Board of
Directors authority to implement the reverse stock split at any time
it determined prior to June 1, 2003. In addition, approval of
this reverse stock split proposal would also give the Board of
Directors authority to decline to implement a reverse stock split
prior to such date or at all.

If our stockholders approve the reverse stock split proposal and
the Board of Directors decides to implement the reverse stock split,
the Company will file an amendment to its Certificate of
Incorporation with the Secretary of State of the State of Nevada (as
described below) which will effect a reverse split of the shares of
the Company's common stock then issued and outstanding at the
specific ratio determined by the Board of Directors. The reverse
stock split, if implemented, would not change the number of
authorized shares of common stock or preferred stock or the par value
of the Company's common stock or preferred stock. Except for any
changes as a result of the treatment of fractional shares, each
stockholder will hold the same percentage of common stock outstanding
immediately prior to the reverse stock split as such stockholder did
immediately prior to the split.

Purpose

Since March 2000, market prices for stocks trading in the U.S.
markets have generally declined, while the already large number of
shares of the Company's common stock outstanding has only grown. In
order to reduce the number of shares of the Company's common stock
outstanding and thereby attempt to proportionally raise the per share
price of the Company's common stock, the Board of Directors believes
that it is in the best interests of the Company's stockholders for
the Board of Directors to obtain the authority to implement a reverse
stock split.

The Board of Directors is seeking stockholder approval of the
authority to implement a reverse stock split because it believes that
a higher stock price may help generate investor interest in the
Company and help the Company attract and retain employees and other
service providers.

The Board of Directors believes that institutional investors and
investment funds are generally reluctant to invest in lower priced
stocks. Accordingly, the Board of Directors concluded that reducing
the number of outstanding shares of the Company's common stock might
be desirable in order to attempt to support a higher stock price per
share based on the Company's current market capitalization. In
addition, the Board of Directors considered that the Company's common
stock is not appealing to brokerage firms that do not recommend lower
priced securities to their clients. Investors may also be dissuaded
from purchasing lower priced stocks because the brokerage
commissions, as a percentage of the total transaction, tend to be
higher for such stocks.

The Board of Directors believes that stockholder approval of an
exchange ratio range (rather than an exact exchange ration) provides
the Board of Directors with maximum flexibility to achieve the
purposes of the reverse stock split. If the shareholders approve the
reverse stock split proposal, the reverse stock split will be
effected, if at all, only upon a determination by the Board of
Directors that the reverse stock split is in the best interests of
the Company and its shareholders at that time. In connection with
any determination to effect a reverse stock split, the Board of
Directors will set the timing for such a split and select the
specific range ratio with the range. These determinations will be
made by the Board of Directors to create the greatest marketability
of the Company's common stock based on prevailing market conditions
at the time. No further action on the part of stockholders will be
required to either implement or abandon the reverse stock split. If
the Board of Directors does not implement a reverse stock split prior
to June 1, 2003, the authority granted in this proposal to
implement a reverse stock split on these terms will terminate. The
Board of Directors reserves its right to elect not to proceed with
the reverse stock split if it determines, in its sole discretion,
that the split is no longer in the best interests of the Company and
its stockholders.

Certain Risks Associated With the Reverse Stock Split

There can be no assurance that the total market capitalization
of the Company's common stock after the proposed reverse stock split
will be equal to or greater than the total market capitalization
before the proposed reverse stock split or that the per share market
price of the Company's common stock following the reverse stock split
will either exceed or remain higher than the current per share market price.

There can be no assurance that the market price per new share of
the Company common stock (the "New Shares") after the reverse stock
split will rise or remain constant in proportion to the reduction in
the number of old shares of the Company common stock (the "Old
Shares") outstanding before the reverse stock split.

Accordingly, the total market capitalization of the Company's
common stock after the proposed reverse stock split may be lower than
the total market capitalization before the proposed reverse stock
split and, in the future, the market price of the Company's common
stock following the reverse stock split may not exceed or remain
higher than the market price prior to the proposed reverse stock
split. In many cases, the total market capitalization of a company
following a reverse stock split is lower than the total market
capitalization before the reverse stock split.

There can be no assurance that the reverse stock split will
result in a per share price that will attract investors and brokers.

While the Board of Directors believes that a higher stock price
may help generate investor interest, there can be no assurance that
the reverse stock split will result in a per share price that will
attract investors and brokers.

There can be no assurance that the reverse stock split will
result in a per share price that will increase the Company's ability
to attract and retain employees and other service providers.

While the Board of Directors believes that a higher stock price
may help the Company attract and retain employees and other service
providers who are less likely to work for a company with a low stock
price, there can be no assurance that the reverse stock split will
result in a per share price that will increase the Company's ability
to attract and retain employees and other service providers.

A decline in the market price for the Company's common stock
after the reverse stock split may result in a greater percentage
decline than would occur in the absence of a reverse stock split, and
the liquidity of the Company's common stock could be adversely
affected following a reverse stock split.

The market price of the Company's common stock will also be
based on the Company's performance and other factors, some of which
are unrelated to the number of shares outstanding. If the reverse
stock split is effected and the market price of the Company's common
stock declines, the percentage decline as an absolute number and as a
percentage of the Company's overall market capitalization may be
greater than would occur in the absence of a reverse stock split. In
many cases, both the total market capitalization of a company and the
market price of a share of such company's common stock following a
reverse stock split are lower than they were before the reverse stock
split. Furthermore, the reduced number of shares that would be
outstanding after the reverse stock split could adversely affect the
liquidity of the Company's common stock.

Principal Effects of the Reverse Stock Split

Corporate Matters. If approved and effected, the reverse stock
split would have the following effects:

Old Shares owned by a shareholder would be exchange for one (1) New
Share.

The number of shares of the Company's common stock issued and
outstanding will be reduced proportionately based upon the reverse
stock split ratio selected by the Board of Directors.

Based upon the reverse stock split ratio, proportionate adjustments
will be made to the per share exercise price and the number of shares
issuable upon the exercise of all outstanding options and warrants
entitling the holders thereof to purchase shares of the Company's
common stock, which will result in approximately the same aggregate
price being required to be paid for such options or warrants upon
exercise of such options or warrants immediately preceding the
reverse stock split.

A proportionate adjustment to the exercise price payable upon the
exercise of the preferred share purchase rights granted to the
stockholders of the Company pursuant to the Company's Preferred Stock
Rights Agreement will be effected pursuant to the terms of the
Preferred Stock Rights Agreement based upon the reverse stock split ratio.

The number of shares reserved for issuance under the Company's
existing stock option plans and employee stock purchase plans will be
reduced proportionately based on the reverse stock split ratio
selected by the Board of Directors

If approved and effected, the reverse stock split will be effected
simultaneously for all of the Company's common stock and the ratio
will be the same for all of the Company's common stock. The reverse
stock split will affect all of the Company's stockholders uniformly
and will not affect any stockholder's percentage ownership interests
in the Company, except to the extent that the reverse stock split
results in any of the Company's stockholders owning a fractional
share. As described below, stockholders holding fractional shares
will be rounded up.

Fractional Shares. No scrip or fractional certificates will be
issued in connection with the reverse stock split. Stockholders who
otherwise would be entitled to receive fractional shares because they
hold a number of Old Shares not evenly divisible by the number
selected by the Board of Directors for the reverse stock split ratio
will have his or her shares rounded up to the nearest whole number.

Authorized Shares. Upon the effectiveness of the reverse stock
split, the number of authorized shares of common stock that are not
issued or outstanding would increase due to the reduction in the
number of shares of the Company's common stock issued and outstanding
based on the reverse stock split by the Board of Directors. As of
November 12, 2002, the Company had 20,000,000,000 shares of common
stock authorized and 17,381,593,667 shares of common stock issued and
outstanding. Authorized but unissued shares will be available for
issuance, and the Company may issue such shares in financings or
otherwise. If the Company issues additional shares, the ownership
interest of holders of the Company's common stock may also be
diluted. Also, the issued shares may have rights, preferences or
privileges senior to those of the Company's common stock.

Accounting Matters. The reverse stock split will not affect the
par value of the Company's common stock. As a result, as of the
effective time of the reverse stock split, the stated capital on the
Company's balance sheet attributable to the Company's common stock
will be reduced proportionately based on the reverse stock split, and
the additional paid-in capital account will be credited with the
amount by which the stated capital is reduced. The per share net
income or loss and net book value of the Company's common stock will
be restated because there will be fewer shares of the Company's
common stock outstanding.

Potential Anti-Takeover Effect. Although the increased proportion
of unissued authorized shares to issued shares could, under certain
circumstances, have an anti-takeover effect (for example, by
permitting issuances that would dilute the stock ownership of a
person seeking to effect a change in the composition of the Company's
Board of Directors or contemplating a tender offer or other
transaction for the combination of the Company with another company),
the reverse stock split proposal is not being proposed in response to
any effort of which we are aware to accumulate the Company's shares
of common stock or obtain control of the Company, nor is it part of a
plan by management to recommend a series of similar amendments to the
Company's Board of Directors and stockholders. Other than the
proposals contained herein, the Company's Board of Directors does not
currently contemplate recommending the adoption of any other
amendments to the Company's Certificate of Incorporation that could
be construed to affect the ability of third parties to take over or
change the control of the Company.

Procedure for Effecting Reverse Stock Split and Exchange of Stock
Certificates

If the stockholders approve the proposal to authorize the Board
of Directors to implement the reverse stock split and the Board of
Directors decides to implement the reverse stock split, the Company
will file an Amendment to its Certificate of Incorporation ("Amended
Certificate") with the Secretary of State of the State of Nevada to
amend its existing Certificate of Incorporation. The reverse stock
split will become effective at the time specified in the Amended
Certificate, which is referred to below as the "effective time."
Beginning at the effective time, each certificate representing Old
Shares will be deemed for all corporate purposes to evidence
ownership of New Shares. The text of the Amended Certificate to
effect the reverse stock split, if implemented by the Board of
Directors, would be in substantially the form attached hereto as
Appendix A; provided, however, that the text of the form of Amended
Certificate attached hereto is subject to modification to include
such changes as may be required by the office of the Secretary of
State of the State of Nevada and as the Board of Directors deems
necessary and advisable to effect the reverse stock split, including
the insertion of the effective time and the applicable reverse stock
split ratio determined by the Board of Directors.

As soon as practicable after the effective time, stockholders
will be notified that the reverse stock split has been effected. The
Company expects that its transfer agent, Signature Stock Transfer,
Inc., will act as exchange agent for purposes of implementing the
exchange of stock certificates. Holders of Old Shares will be asked
to surrender to the exchange agent certificates representing Old
Shares in exchange for certificates representing New Shares in
accordance with the procedures to be set forth in the letter of
transmittal the Company sends to its stockholders. No new
certificates will be issued to a stockholder until such stockholder
has surrendered such stockholder's outstanding certificate(s),
together with the properly completed and executed letter of
transmittal, to the exchange agent. Any Old Shares submitted for
transfer, whether pursuant to a sale, other disposition or otherwise,
will automatically be exchanged for New Shares. STOCKHOLDERS SHOULD
NOT DESTROY ANY STOCK CERTIFICATE (S) AND SHOULD NOT SUBMIT ANY
CERTIFICATE (S) UNTIL REQUESTED TO DO SO.

No Dissenters' Rights

Under the Nevada Law, the Company's stockholders are not
entitled to dissenters' rights with respect to the reverse stock
split, and the Company will not independently provide stockholders
with any such right.

Federal Income Tax Consequences of the Reverse Stock Split

The following is a summary of certain material federal income
tax consequences of the reverse stock split, does not purport to be a
complete discussion of all of the possible federal income tax
consequences of the reverse stock split and is included for general
information only. Further, it does not address any state, local or
foreign income or other tax consequences. Also, it does not address
the tax consequences to holders that are subject to special tax
rules, such as banks, insurance companies, regulated investment
companies, personal holding companies, foreign entities, nonresident
alien individuals, broker-dealers and tax-exempt entities. The
discussion is based on the provisions of the United States federal
income tax law as of the date hereof, which is subject to change
retroactively as well as prospectively. This summary also assumes
that the Old Shares were, and the New Shares will be, held as a
"capital asset," as defined in the Internal Revenue Code of 1986, as
amended (i.e., generally, property held for investment). The tax
treatment of a stockholder may vary depending upon the particular
facts and circumstances of such stockholder. Each stockholder is
urged to consult with such stockholder's own tax advisor with respect
to the tax consequences of the reverse stock split.

Other than additional shares received by shareholders on account
of rounding up for fractional shares discussed below, no gain or loss
should be recognized by a stockholder upon such stockholder's
exchange of Old Shares for New Shares pursuant to the reverse stock
split. The aggregate tax basis of the New Shares received in the
reverse stock split will be the same as the stockholder's aggregate
tax basis in the Old Shares exchanged therefore. In general,
stockholders who receive additional shares on account of rounding up
for their fractional share interests in the New Shares as a result of
the reverse stock split will recognize gain or loss based on their
adjusted basis in the fractional share interests redeemed.

The Company's view regarding the tax consequences of the reverse
stock split is not binding on the Internal Revenue Service or the
courts. ACCORDINGLY, EACH STOCKHOLDER SHOULD CONSULT WITH HIS OR HER
OWN TAX ADVISOR WITH RESPECT TO ALL OF THE POTENTIAL TAX CONSEQUENCES
TO HIM OR HER OF THE REVERSE STOCK SPLIT.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THIS PROPOSAL

PROPOSAL 3

APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION TO CHANGE THE NAME OF THE COMPANY

The Company seeks shareholder approval to amend its Certificate
of Incorporation to change its name from Blagman Media International,
Inc. to Innovation Holdings, Inc. The primary reasons for the proposed
name change are to better clarify the identity of the Company and to
reflect the fact that the Company has evolved into a substantially
larger, more diverse enterprise than it was originally.

We envision Blagman Media International, Inc. will become
Innovation Holdings, Inc. a holding company that owns, directly and
indirectly, a diverse group of companies and other businesses. The
principal company currently owned by the Company is Century Media
f/k/a Blagman-Century Media, a national ad agency and media buying
company focusing in the area of direct response. As a result of the
constant references to the name "Blagman", individuals are sometimes
unclear as to which company they are speaking with or about. A new
name will help clarify the Company's corporate identity and make it
clearer to people how to refer to our subsidiary and how to refer to
the Company.

Eventually, we would like to create an operating subsidiary to
retain the "Blagman" name so that the Company will continue to benefit
from the brand equity that has been built over the years.

In addition to a new name the Company will apply for a new
ticker symbol for its stock exchange listings.

The Company believes that the proposed new name, together with
a new ticker symbol to accompany it, embrace important qualities that
are critical to its success now and in the future.

If shareholder approval of the name change is granted, the Board will
retain the discretion to determine when to effect the name change. A
copy of the proposed amendment to the Certificate of Incorporation is
attached as Appendix B to this proxy statement.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THIS PROPOSAL

PROPOSAL 4

RATIFICATION OF APPOINTMENT OF INDEPENDENT CERTIFIED ACCOUNTANTS

The Board of Directors believes it is appropriate to submit for
approval by its shareholders its appointment of Weinberg and Company
as the Company's independent public accountants for the fiscal year
ending December 31, 2003.

Representatives of Weinberg and Company are not expected to be
present at the Meeting, but will be available by telephone and
provided with the opportunity to make a statement (if they choose to
do so) and to be available to respond to questions regarding these
and any other appropriate matters.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THIS PROPOSAL

STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING

Proposals of stockholders that are intended for inclusion in the
Company's proxy statement relating to the 2003 Annual Meeting of the
Stockholders of the Company must be received by the Company at its
offices, not later than October 31, 2003 and must satisfy the
conditions established by the Securities and Exchange Commission for
stockholder proposals in order to be included in the Company's proxy
statement for that meeting. Stockholder proposals that are not
intended to be included in the Company's proxy materials for such
meeting but that are intended to be presented by the stockholder from
the floor are subject to the advance notice procedures described
below under "TRANSACTION OF OTHER BUSINESS."

TRANSACTION OF OTHER BUSINESS

As of the date of this proxy statement, the Company knows of no
business that will be presented for consideration at the Annual
Meeting other than the items referred to above. If any other matter
is properly brought before the meeting for action by the
shareholders, proxies in the enclosed forms returned to the company
will be voted in accordance with the recommendation of the board of
directors or, in the absence of such a recommendation, in accordance
with the judgment of the proxy holder.

PROXIES

All shareholders are urged to fill in their choices with respect
to the matters to be voted on, sign and promptly return the enclosed
form of Proxy.

By Order of the Board of Directors,
/s/ Robert Blagman, Chairman and CEO
December 16, 2002

Blagman Media International, Inc.
1901 Avenue of the Stars, Suite 1710
Los Angeles, CA 90067

PROXY

(THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.)

The undersigned holder of Common Stock of the Company revoking
all proxies heretofore given, hereby constitutes and appoints Robert
Blagman, with full power of substitution, for the undersigned and in
the name, place and stead of the undersigned, to vote all of the
undersigned's shares of said stock, according to the number of votes
and with all the powers the undersigned would possess if personally
present, at the 2002 Annual Meeting of Shareholders of the Company,
to be held at 1901 Avenue of the Stars, Suite 1710, Los Angeles,
California 90067, on January 27, 2003 at 11:30 a.m., Pacific Standard Time,
and at any adjournments or postponements thereof. The undersigned hereby
acknowledges receipt of the Notice of Meeting and Proxy Statement
relating to the meeting and hereby revokes any proxy or proxies
heretofore given.

Each properly executed Proxy will be voted in accordance with
the specifications made below and in the discretion of the Proxies on
any other matter that may come before the meeting. Where no choice is
specified, this Proxy will be voted FOR all listed nominees to serve
as directors and FOR each of the proposals set forth below.
The Board of Directors recommends a vote in favor of each Nominee
named in the Proxy and FOR Proposal 2,3 and 4.

1. Election of the Board of Directors of the Company to serve until
the next Annual Meeting of shareholders or until their
respective successors shall be elected and qualified. Nominees:
Robert Blagman, Andrew Givens, Walter Lubars and Jeffrey Wald
[ ] FOR all nominees listed

[ ] WITHHOLD AUTHORITY(except as marked to the contrary)
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, CIRCLE THAT NOMINEE'S NAME IN THE LIST PROVIDED.)

2. Approval of grant of discretionary authority to the Company's
Board of Directors to amend the Company's Certificate of
Incorporation to effect a reverse stock split of the Company's
common stock at a ratio within the range from one-for-two
thousand to one-for-five thousand at any time prior to February 1, 2003

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Amendment to the Company's Certificate of Incorporation to
change the name of the Company.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. Appointment of Weinberg & Company as the Company's independent
auditors for the new fiscal year commencing on January 1, 2003;

[ ] FOR [ ] AGAINST [ ] ABSTAIN

5. The Proxies are authorized to vote in their discretion upon such
other matters as may properly come before the meeting.
The shares represented by this proxy will be voted in the manner
directed. In the absence of any direction, the shares will be voted
FOR each nominee named in Proposal 1 and FOR each of Proposals 2, 3
and 4 and in accordance with their discretion on such other matters
as may properly come before the meeting.

Dated: ______________, 2002 (Signature of Shareholder)

(Signature(s) should conform to names as registered. For jointly
owned shares, each owner should sign. When signing as attorney,
executor, administrator, trustee, guardian or officer of a
corporation, please give full title).

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.

Appendix A

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR NEVADA PROFIT CORPORATIONS
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of Corporation: Blagman Media International Inc.

2. The articles have been amended as follows:

Effective 12:01 a.m. on ______________ (the "Effective Time") each
one (1) share of Common Stock of the Corporation issued and
outstanding immediately prior to the Effective Time ("Old Common
Stock") shall automatically be combined, without any action on the
part of the holder thereof, into one share of fully paid and
nonassessable Common Stock of the Corporation ("New Common Stock"),
subject to the treatment of fractional shares interests described below.

Following the Effective Time, each holder of Old Common Stock shall
be entitled to receive upon surrender of such holder's certificate(s)
representing Old Common Stock (whether one or more, "Old
Certificates") for cancellation pursuant to procedures adopted by the
Corporation, a certificate(s) representing the number of whole shares
of New Common Stock (whether one or more, "New Certificates") into
which and for which the shares of Old Common Stock formerly
represented by such Old Certificates so surrendered are reclassified
under the terms hereof. From and after the Effective Time, Old
Certificates shall represent only the right to receive New
Certificates and, where applicable, cash in lieu of fractional
shares, as provided below.

No fractional shares of Common Stock of the Corporation shall be
issued. No stockholder of the Corporation shall transfer any
fractional shares of Common Stock of the Corporation. The Corporation
shall not recognize on its stock record books any purported transfer
of any fractional share of Common Stock of the Corporation. A holder
of Old Certificates at the Effective Time who would otherwise be
entitled to a fraction of a share of New Common Stock shall, in lieu
thereof, be entitled to receive a cash payment in an amount equal to
the fraction to which the stockholder would otherwise be entitled
multiplied by the per share closing sales price of the Common Stock
on the day immediately prior to the Effective Time, as reported on
the Over the Counter Bulletin Board (or if such price is not
available, then such other price as determined by the Board of Directors).

3. The vote by which the shareholders in the corporation entitling
them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case
of a vote by classes or series, or as may be required by the
provisions of the articles of incorporation have voted in favor of
the amendment is _______________.

4. Officer Signature (Required):

____________________________________________________________

Appendix B

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR NEVADA PROFIT CORPORATIONS
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of Corporation: Blagman Media International Inc.

2. The articles have been amended as follows:

The name of the corporation is changed from Blagman Media
International, Inc. to Innovation Holdings, Inc.

4. Officer Signature (Required):