SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 2, 2001
BLAGMAN MEDIA INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 000-27777 84-1108499
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(State of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
1901 Avenue of the Stars, Suite 1710, Los Angeles, CA 90067
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(Address of principal executive offices)
Registrant's telephone number, including area code: (310) 788-5444
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On September 2, 2001, the Registrant entered into a letter of intent with
WellWorld Partners Ltd. with respect to the purchase by the Registrant of 51% of
the outstanding common stock of WellWorld, in accordance with the terms and
conditions of a definitive stock purchase agreement to be entered into. The
letter of intent provides that the Registrant will pay to WellWorld an aggregate
of $1,500,000 in cash and/or stock, as follows: $500,000 cash within two weeks
of the execution of the letter of intent or execution of the purchase agreement;
$500,000 in cash or 25 million shares of Registrant's common stock within two
weeks after the execution of the purchase agreement; and $500,000 cash or 25
million shares of Registrant's common stock due within six weeks after the
execution of the purchase agreement. A definitive purchase agreement has not
been executed to date, and the initial payment of $500,000 has not been paid.
WellWorld will use the funds provided by the Registrant (i) to locate and
acquire equity interests in Neutraceuticals or health promoting products and
services and (ii) in developing directly and through third parties private
labeling products for entertainment, sports and fitness and established high
profile institutions of a private and public nature. The execution of a
definitive agreement is subject to various conditions, including the approval of
the Registrant's Board of Directors and the due diligence review by
representatives of the Registrant.
The Registrant has been negotiating to acquire Century Media, Inc., a Santa
Monica based advertising agency. Agreements previously have been entered into to
acquire all outstanding stock of Century Media, but in each instance certain
requirements to consummating the acquisition were not satisfied. Most recently,
a Term Sheet/Deal Memo was entered into on September 20, 2001 to acquire all of
the equity interest in Century Media for $5,700,000, subject to the Registrant
completing its due diligence of Century Media's financial status. In October of
2001, a due diligence review of Century Media's financial status raised concerns
which must be resolved before the Registrant can enter into a definitive
agreement to acquire all outstanding stock of Century. Based on its due
diligence, the Registrant believes that the purchase price for Century Media
will need to be substantially reduced.
There can be no assurance that either of the above-described proposed
transactions will be entered into, or that the terms upon which they are
consummated, if at all, will not vary substantially from the terms described
above.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BLAGMAN MEDIA INTERNATIONAL, INC.
Date: October 23, 2001 By /s/ Robert Blagman
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Robert Blagman, Chairman and Chief
Executive Officer