SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-KSB/A
                                  Amendment #2


                     ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                            For the fiscal year ended
                                December 31, 2005


                                SMI PRODUCTS INC
                 ______________________________________________
                 (Name of small business issuer in its charter)


                             SEC FILE NO. 333-55166
                                          _________

                 NEVADA                                88-0363465
   _______________________________       ____________________________________
   (State or other jurisdiction of       (I.R.S. Employer Identification No.)
    incorporation or organization)


                                3503 CEDAR LOCUST
                               SUGARLAND, TX 77479
               ___________________________________________________
               (Address of principal executive offices) (Zip Code)


                    Issuer's telephone number: (713) 265-8660


                  Securities registered under Section 12(b) of
                  the Exchange Act: None Securities registered
                    under Section 12(g) of the Exchange Act:

                          COMMON STOCK, PAR VALUE $.001
                          _____________________________
                                 Title of class

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 [ ]

Check if there is no  disclosure of  delinquent  filers  pursuant to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  Registrant's  knowledge,  in  definitive  proxy  or
information  statements  incorporated  by  reference  in Part  III of this  Form
10-KSB or any amendment to this Form 10-KSB. [X]

State issuer's revenues for the most recent fiscal year. Nil

On March 27, 2006,  there was an aggregate  market  value of  $5,210,190  of the
voting stock held by non-affiliates of the Registrant because there is no public
market for the stock.

<PAGE>


There were  7,551,000  shares of common stock $.001 par value  outstanding as of
March 15, 2006.

Documents incorporated by reference: None.

Transitional Small Business Format (check one): Yes [ ] No [X]


<PAGE>


ITEM 1. DESCRIPTION OF BUSINESS

FORWARD LOOKING STATEMENTS

This annual report contains  forward-looking  statements by the registrant based
on its  current  expectations  about  its  business  and its  industry.  You can
identify these  forward-looking  statements when you see words such as "EXPECT,"
"ANTICIPATE,"  "ESTIMATE" and other similar expressions.  These  forward-looking
statements  involve  risks and  uncertainties  and actual  results  could differ
materially  from those  anticipated  in these  forward-looking  statements  as a
result of such risk factors as discussed in Business  Description,  Risk Factors
and  elsewhere in this  Registration  Statement.  The  REGISTRANT  undertakes no
obligation to publicly  update any  forward-looking  statements  for any reason,
even in the event new information becomes available or other events occur in the
future.

Unless otherwise indicated,  all references to "DOLLARS",  "$" or "US$" refer to
U.S. dollars and all references to "CDN$" refer to Canadian dollars.

THE COMPANY

SMI Products,  Inc., the "Company" has been  incorporated in the state of Nevada
on June 17, 1996, for the purpose of providing consulting services to businesses
and engaging in any other lawful activity. We were inactive from inception until
January 2000, when we commenced our current operations.

BUSINESS DEVELOPMENT

The Company's website www.mortgagecommunicator.com is currently under review and
reconstruction.  To date,  the Company  has been  unsuccessful  in its  business
operation.

Our web site provides  information to visitors about  different  mortgages.  The
site offers both free information  services,  as well as "subscribed for" member
services. The free information services include: a daily mortgage commentary;  a
listing of the top online mortgage  companies;  and the daily top news headlines
and stories for the mortgage and real estate industry.

The subscribed for services  include:  a glossary of terms and frequently  asked
questions for the mortgage and real estate industry;  mortgage  calculators;  an
interest rate survey  empowering  individuals  to make a more informed  mortgage
decision;  and rate alert, a feature which allows the subscriber to set the rate
and points they want,  then be notified when the rate and points reach the level
desired.

Visitors  who wish to  subscribe  for the  member  services  will pay an  annual
subscription  fee of  $49.95  per  year,  which  allows  them to use the  member
services on our site for one year from the  subscription  date.  Each subscriber
will be granted a password  for entry  into the member  services  section of our
website.  The  Company  plans to charge this fee to the  subscriber's  credit or
debit card.

The  Company  plans to process  all orders by on line  credit card or cyber cash
systems.  The Company  currently has developed a relationship  to process online
orders.  In addition,  The Company  researched the needs of our planned  website
functions  and the fees  associated  with the services  needed to fulfill  those
needs.

Our site content will consist of information  relating to the mortgage industry.
In the future,  the Company may plan to provide  interest  rate  information  by
geographic  area. A portion of the  information  available on our website may be
available free of charge at other  locations;  however,  The Company  intends to
develop more expansive information than that available free of charge.

<PAGE>


Applying for a mortgage can be a confusing, tedious and intrusive experience for
homebuyers, especially first-time homebuyers. The Company plans to demystify the
mortgage loan process by providing  more  expansive  information  to familiarize
persons interested in mortgages.

The Company  plans to  establish  our market  through  e-mail  advertising.  The
Company  has  not  conducted  any  market   testing  to  determine   prospective
advertisers  on our  website.  Visitors  will  be  able  to  obtain  information
twenty-four hours per day, seven days per week through the website.  The Company
also  plans to sell  advertising  on our  website  to banks,  mortgage  brokers,
builders,  land  appraisers,  surveyors,  inspectors,  title  companies and real
estate  brokers.  The  Company  has not  developed  criteria  for pricing of the
advertising space;  however,  The Company anticipates pricing will be based upon
advertisement size, web page placement, content requirements,  contract duration
and other factors. The Company currently has no advertisers.

The Company plans to classify lenders' advertisements by loan products they each
offer.

The  Company  plans to seek lender  advertisers  that have a variety of products
including full disclosure  loans that require  verification  of income,  assets,
credit, source of funds,  employment and residence history,  based solely on the
borrower's  credit  history  and the loan to value  ratios  without  any further
documentation.  The Company also plans to attract advertisers who offer programs
for borrowers with previous credit blemishes and those offering sub-prime loans.

The process of applying for a mortgage  may be an invasive and foreign  process.
The  Company   believes  it  can  take  the  mystique  out  of  the  process  by
familiarizing the borrower with required steps to obtain a mortgage.

DISTRIBUTION

The Company plans to deliver services through our website.  As of this date, the
Company has an Internet  service  provider,  web site  developer and a basic web
site, all of which will be necessary to execute our plan of business.

NEW PRODUCTS OR SERVICES

The Company currently has no new products or services announced or planned to be
announced to the public.

COMPETITIVE BUSINESS CONDITIONS

The conventional method of obtaining mortgage information, for at least the past
fifty years, has been through personal contact with mortgage brokers or lenders,
commercial  banks,  savings and loan  associations,  credit unions and insurance
companies.  The public has been reticent to try new vehicles or formats  through
which they would  receive  mortgage  information.  Despite  the  convenience  of
information offered over the Internet,  including at our website, many consumers
will view conventional methods of obtaining this information more convenient and
offering better customer service. The Company believes that conventional methods
will  continue to be a prime  source of  competition,  along with the many other
Internet based mortgage information and service sites.

<PAGE>

COMPETITORS

Our main, existing and potential  competitors for real estate  professionals and
service  providers,  homebuyers,  homeowners,  sellers  and  renters and related
content include:

-    Websites   offering  real  estate  listings  together  with  other  related
     services,    such    as    Apartments.com,     Microsoft's     HomeAdvisor,
     NewHomeNetwork.com,   Move.com   and  RentNet;   CyberHomes,   HomeSeekers,
     Homes.com, Homestore.com.

-    Websites  offering  real estate and mortgage  related  content and services
     such as mortgage  calculators and  information on the home buying,  selling
     and renting  processes,  such as IndyMac,  Bank Home Lending,  LoansDirect,
     Mortgagebot.com,   PHH   Mortgage   Services,   Countrywide   Home   Loans,
     Infoloan.com,   Quicken  Loans,  East  West  Mortgage,   Washington  Mutual
     Mortgage,  E-Loan,  Alliance  Mortgage,  FiNet.com,  MortgageIT.com,  First
     Union, GMAC Mortgage, ditech.com, SFNB, Nexstar, Regions Mortgage.

-    General-purpose  consumer websites,  such as AltaVista and Yahoo! that also
     offer real  estate-related  content;  and o Traditional print media such as
     newspapers and magazines.

OUR COMPETITIVE POSITION

We  believe   competition  takes  place  on  many  levels,   including  pricing,
convenience in obtaining mortgage information and loans, specialization, breadth
of product  offerings and lending  sources.  Our intent is to brand ourselves as
one of the leading online  interactive  mortgage/financing  magazine offering an
all in one "ONE STOP MORTGAGE  SHOP" for consumers  interested in information on
financing or  refinancing  their home  regionally and  nationally.  We intend to
serve as a content  aggregator  for  related  information  on the  Internet,  an
unbiased   comprehensive   information   source,  as  well  as  marketplace  and
facilitator  for mortgage  financings,  loans and other services  related to the
home real estate industry.  Our objective is to provide a service that helps the
consumer cut through the often  perceived  clutter,  confusion  and noise of the
marketplace  and help them  confidently  and quickly find a loan or  information
that  meets  their  goals and fits  their  lifestyle.  We will  attempt to brand
mortgagecommunicator.com  as the  consumer's  partner  in his or her  search for
mortgages and related  information.  We will attempt to provide consumers with a
one stop shopping  destination  where they can access  information  and decision
support tools, such as mortgage calculators and finance worksheets,  information
concerning  the home buying and selling  process and features  that aid users in
evaluating  the home  mortgage  decision  to assist  them in  deciding to buy or
finance a home. By attempting to provide  specialized  information  services and
tools  for  consumers,  we  will  seek to  differentiate  ourselves  from  other
competing service offerings. However, we have no assurance we will be successful
in differentiating ourselves from our competitors, or that we will be successful
in competing in the  marketplace  for our  services.  By offering a  specialized
mortgage  information  service we will be  targeting  those  consumers  that are
looking  for such.  We believe  that  consumers  will pay for a service  that is
specialized,  unbiased,  and  comprehensive  and a service  that  helps them cut
through the perceived  clutter,  confusion and noise of the marketplace and help
them  confidently and quickly find a loan or information  that meets their goals
and fits their lifestyle.


<PAGE>


SOURCES AND AVAILABILITY OF RAW MATERIALS

As of this date, the Company no need for raw materials or suppliers.

CUSTOMER BASE

As of this date,  the  Company  has no  customers.  It is not clear  whether the
Company will be able to establish a customer base in the future

GOVERNMENTAL REGULATION ISSUES

The Company is not now affected by direct government  regulation.  However,  the
Company is affected by laws, rules and regulations directly applicable to access
to or commerce on the Internet  generally.  However,  due to increasing usage of
the Internet,  a number of laws and regulations  may be adopted  relating to the
Internet,  covering user privacy,  pricing,  and  characteristics and quality of
products and  services.  Furthermore,  the growth and  development  for Internet
commerce may prompt more stringent consumer  protection laws imposing additional
burdens on those companies  conducting business over the Internet.  The adoption
of any additional  laws or regulations  may decrease the growth of the Internet,
which, in turn, could decrease the demand for Internet services and increase the
cost of doing business on the Internet. These factors may have an adverse effect
on our business, results of operations and financial condition.

Moreover,  the  interpretation  of sales tax,  libel and  personal  privacy laws
applied to Internet  commerce is uncertain  and  unresolved.  The Company may be
required to qualify to do business as a foreign  corporation  in each such state
or  foreign  country.  Our  failure to  qualify  as a foreign  corporation  in a
jurisdiction  where The Company is  required to do so could  subject us to taxes
and penalties.  Any such existing or new  legislation  or regulation,  including
state sales tax, or the  application of laws or regulations  from  jurisdictions
whose laws do not currently apply to our business, could have a material adverse
effect on our business, results of operations and financial condition.

RESEARCH AND DEVELOPMENT

To date, the Company has not undergone any research and development, except that
required to put up our website.

ENVIRONMENTAL LAW COMPLIANCE

To the extent which environmental  compliance may be necessary, the Company does
not anticipate any significant compliance expense.

EMPLOYEES

The Company  currently  has one  employee,  James  Charuk,  our  president and a
director, who works for our corporation part-time. The Company has no employment
contracts and our employee is not a union member or affected by labor contracts.

RISK FACTORS

The  Company's  business and any  investment  in its  securities is subject to a
number of risks  which,  in  addition  to ordinary  business  risks  include the
following:

COMPANY HAS LITTLE  MANAGERIAL  EXPERTISE IN THE DEVELOPMENT OR DISSEMINATION OF
MORTGAGE INFORMATION OR IN THE INTERNET.

<PAGE>

Because our  management has little  experience in developing  and  disseminating
mortgage  information,  our  abilities in this area may be limited.  Even if our
management  develops a sufficient  quantity of mortgage  information,  it may be
unable to particularize or adapt it to the needs of website visitors.  Moreover,
our management has no Internet  experience.  Unless management has the financial
resources  to hire  qualified  Internet  consultants,  as and when  needed,  the
presentation and technical aspects of our website may suffer.

NO MATERIAL  CONTRACTS OR FUTURE PROSPECTS FOR MATERIAL  CONTRACTS;  COMPANY HAS
NOT DEVELOPED AN OPERATIONAL PLAN TO OBTAIN CONTRACTS.

The Company has no contracts  or  prospective  contracts  that will assist us in
promoting or further  developing our website or  operations.  The Company has no
contracts   with   Internet,   computer,   mortgage,   technical   or  marketing
professionals   which   would   assist   us  in  the   development,   selection,
presentational or technical aspects of our website information.  The Company has
no contracts or  prospective  contracts  with other  websites that would provide
visitation links to our website.  The Company has not developed a plan to obtain
any of these  contracts.  If the Company fails to develop  contracts  with other
websites or other professionals, our revenues will be negatively impacted.

INFORMATION  ON OUR  WEBSITE  MAY BE  AVAILABLE  ON OTHER  WEBSITES  OR IN OTHER
INFORMATIONAL FORMATS AND MAY BE PURCHASED AT LITTLE OR NO COST.

The Company  conducted no research to determine  what  mortgage  information  is
available over the Internet or in other  informational  formats and whether that
information may be purchased at nominal fees or free to the public.  The Company
has not yet determined all of the specific mortgage information the Company will
make  available  on our  website.  Because our website  information  may be more
easily accessible at other websites or informational  formats,  and/or at little
or no cost, website visitors may find our website of little or no utility.

POOR FINANCIAL CONDITION AND MAY BE UNABLE TO ADEQUATELY DEVELOP OUR BUSINESS.

Because the Company has no operating  history,  assets,  or revenue sources,  an
investor  cannot  determine if the Company will ever be profitable.  The Company
will experience  financial  difficulties during our operational  development and
beyond.  The  Company may be unable to operate  profitably,  even if the Company
develops  operations  and  generate  revenues.  The  Company  plans to  generate
revenues  from  advertising  sales  through  our  website,  but  there can be no
assurance that our revenues will exceed our costs. Our poor financial  condition
could  adversely  affect  our  ability to  provide a website  that will  attract
website  users or distribute  mortgage  information  in a useful,  efficient and
timely fashion, or generate revenues.

THE COMPANY HAS NO PROFITS AND HAS LOSSES.

The  Company no  revenues or revenue  sources,  yet the Company has  significant
costs and losses.  Our website has not been fully developed.  The Company cannot
assure that it will obtain the  necessary  working  capital to fully develop our
website.  Further,  even if our website is fully  developed,  The Company cannot
assure that its website will  receive  enough  Internet  traffic or purchases to
generate  revenues or achieve  profitability.  The Company believes that it will
incur net  losses  for at least  the next two  years.  The  Company  expects  to
increase operating expenses substantially as we:

<PAGE>


-        Further develop our website;
-        Initiate our marketing activities and advertising efforts;

-        Provide our customers with promotional benefits;
-        Increase  our  general  and  administrative  functions  to support  our
         developing  operations;  and develop enhanced technologies and features
         to improve our web site.

The Company will pay increased  operating  expenses from our revenues,  assuming
they are  sufficient;  otherwise,  the  Company  plans to borrow  funds from our
management to pay expenses, assuming management has sufficient resources to loan
monies,  as and  when  required.  Otherwise,  the  Company  will  have  to  seek
additional debt and/or equity  financing from third parties.  Depending upon the
extent  that our  development  costs  outpace  our  revenues,  our  losses  will
accumulate  more  rapidly.  In addition,  The Company may find that  development
efforts are more expensive than currently anticipated.

IF THE COMPANY IS UNABLE TO ATTRACT AND RETAIN QUALIFIED PERSONNEL, OUR BUSINESS
COULD SUFFER.

Our current and future  success  depends on our  ability to  identify,  attract,
hire, train, retain and motivate highly skilled technical, managerial, sales and
marketing,  customer  service and professional  personnel.  Competition for such
employees is intense,  especially in the e-commerce  sector.  The Company may be
unable to  successfully  attract,  assimilate or retain  sufficiently  qualified
personnel.  If the Company fails to attract and retain the  necessary  technical
professionals,  the  efficiency of our website will suffer in its  presentation,
search abilities and information  accessibility.  If the Company fails to retain
and attract the necessary  managerial,  sales and marketing and customer service
personnel,  The Company may not develop a sufficient customer base to adequately
fund our operations.

IF CONSUMERS  AND MORTGAGE  BROKER  BUSINESSES DO NOT EMBRACE  ON-LINE  MORTGAGE
FINANCING AND SALES, OUR BUSINESS WILL BE MATERIALLY ADVERSELY AFFECTED.

Our success depends upon the general acceptance of on-line mortgage  information
and services by consumers,  mortgage  brokers and other third parties.  If these
groups do not  embrace  online  mortgage  information,  our  operations  will be
adversely affected. The market for electronic mortgage information and services,
particularly  over the Internet,  is in its early stages of development,  but is
evolving  rapidly.  The Company cannot assure that a sufficiently  broad base of
consumers and businesses will adopt, and continue to use, the Internet to obtain
mortgage  services,   traditionally   provided  in  person-to-person  and  paper
transactions.  Our business  prospects must be considered in light of the risks,
expenses and  difficulties  frequently  encountered  by companies in the new and
rapidly evolving market for Internet services.  Several on-line mortgage service
companies  have already  failed and are no longer in  business.  The industry is
extremely volatile and competitive.

The  Company  believes  that  acceptance  of our  services  will  depend  on the
following factors, among others:

-        the growth of the Internet as a medium for commerce generally, and as a
         market for financial products and services in particular:
-        development of the necessary Internet network infrastructure to support
         new technologies and handle the demands placed upon the Internet;
-        government regulation of the Internet;

<PAGE>


-        our ability to successfully and efficiently develop on-line information
         that is  attractive  to a  sufficiently  large number of consumers  and
         mortgage brokers; and
-        a change in the perception among many consumers and real estate service
         providers  that  obtaining   mortgage   information   on-line  is  less
         dependable than obtaining mortgage information through more traditional
         methods.

Slower response times could adversely affect use of our website. The Company may
be unable to develop and  introduce  new services or service  enhancements  in a
timely manner. In addition,  because the market for on-line mortgage information
is in the early stages of development, data pertaining to the volume of visitors
to other  mortgage  websites is difficult  to predict.  If the volume of website
visitors  falls below  expectations  of  financial  analysts or the public,  The
Company may be unable to obtain quality advertising contracts. The occurrence of
any of these factors could have a material  adverse  effect upon the very nature
of our business and the continuation of our website.

IF MORTGAGE  LOAN  INTEREST  RATES  INCREASE  AND/OR  THERE IS A DECREASE IN THE
DEMAND FOR MORTGAGES, OUR BUSINESS COULD SUFFER.

Mortgage  business  depends upon the overall level of sales and  refinancing  of
residential  real  estate,   as  well  as  mortgage  loan  interest  rates.  The
residential real estate industry is highly  cyclical.  Shifts in the economy and
residential real estate values generally affect the number of home sales and new
housing starts. The demand for mortgage loan information increases as the number
of home sales increases.  Declining  interest rates generally  increase mortgage
loan financing activity, because homeowners refinance existing mortgage loans to
obtain favorable interest rates. Rising interest rates, in contrast,  discourage
refinancing activities and generally reduce the number of home sales that occur.
Any  fluctuation  in interest  rates or an adverse  change in  residential  real
estate  or  general  economic  conditions  could  cause  a  serious  decline  in
visitation to our website, memberships, and the retention rate of our previously
enrolled  members,  if any. The Company may be unable to develop our business if
higher interest rates and decreased home sales occur.

THE COMPANY PLANS TO OPERATE IN AN UNCERTAIN AND DEVELOPING MARKET.

The market for Internet services is recent and rapidly  changing.  Market demand
and  acceptance  for recently  introduced  Internet  services is  uncertain  and
difficult  to predict.  The success of our website will depend upon the adoption
of the  Internet  by a broad  base of  consumers  and  vendors.  There can be no
assurance of widespread  acceptance of Internet  commerce in general,  including
Internet  mortgage  information  and services.  Companies now offering  services
similar to ours have relied on consumers and vendors who use  traditional  means
of  commerce.  Consumers  and  vendors  must  accept and  utilize  novel ways of
conducting  business  and  exchanging  information  if  our  business  is  to be
successful.

THE COMPANY WILL RELY ON AND HAVE MINIMAL CONTROL OVER THIRD PARTIES.

The Company expects that our operations will depend on a number of third parties
over which the Company will have limited  control.  The Company does not plan to
own an  Internet  gateway,  but  instead  the  Company  will rely on an Internet
Service Provider to host our website.  The Company may experience  interruptions
in our website connection and our telecommunications  access due to our reliance
upon third parties.  The Company  anticipates that the Company will use software
that is dependent on operating  system,  database and server software  developed
and produced by and licensed by third parties.  The Company may discover  errors

<PAGE>

and  defects  in this  third  party  software  and rely on the third  parties to
correct these errors and defects in a timely manner. Accordingly,  continuous or
prolonged  interruptions in our website connection or in our  telecommunications
access would have an adverse  effect upon consumer  perception of our ability to
provide information in a timely and efficient manner.

THE COMPANY WILL BE AT RISK OF SYSTEM FAILURE,  SINGLE SITE FAILURE, AND FAILURE
OF DELIVERY.

Our  success  will  also be  dependent  upon  our  communications  software  and
hardware.  Our  systems  will be  vulnerable  to damage from  earthquake,  fire,
floods, power loss,  telecommunications  failures, break-ins and similar events.
Failure of  information  delivery can occur due to e-mail  system,  hosting site
and/or  local  system  failures.  The Company has no  insurance  coverage on our
property or business  interruption  insurance  coverage and The Company does not
intend to obtain this coverage in the near future. The Company may be vulnerable
to computer viruses,  physical or electronic  break-ins,  deliberate attempts by
third  parties to exceed the capacity of our systems  leading to  interruptions,
delays,  loss of data or cessation of service.  The  occurrence  of any of these
events could cause our current and prospective  users to question our ability to
keep their information confidential.

THE COMPANY WILL BE AT RISK FOR INTERNET  COMMERCE  SECURITY BREACHES THAT COULD
IMPAIR OUR BUSINESS.

A  significant  barrier  to  entry  in  the  area  of  electronic  commerce  and
communications  is the secure  transmission  of  confidential  information  over
public  networks.  The  Company  will  rely  on  encryption  and  authentication
technology   licensed   from  third   parties  to  provide  the   security   and
authentication   necessary  to  effect  secure   transmission   of  confidential
information.  There can be no assurance that advances in computer  capabilities,
new  discoveries in the field of  cryptography  or other events or  developments
will not result in a compromise or breach of the  algorithms The Company may use
to protect  customer  transaction  data. If any such  compromise of our security
were to occur,  The  Company  may be subject to damage  claims from our users or
others.

A party who is able to circumvent  our security  measures  could  misappropriate
proprietary  information.  The Company  may be  required  to expend  significant
capital and other resources to protect against security breaches or to alleviate
problems caused by breaches. Concerns over the security of Internet transactions
and the privacy of users may also inhibit the growth of the Internet  generally,
and the  World  Wide Web in  particular,  especially  as a means  of  conducting
commercial  transactions.  To the extent that our future  activities or those of
third  party  contractors  whom the  Company  may use  involve  the  storage and
transmission of proprietary information,  such as credit card numbers,  security
breaches  could  expose  us to a risk  of loss or  litigation.  There  can be no
assurance that the Company will be able to implement security measures that will
prevent security breaches.

THE COMPANY HAS SUBSTANTIAL  NEAR-TERM  CAPITAL NEEDS; THE COMPANY MAY BE UNABLE
TO OBTAIN NEEDED ADDITIONAL FUNDING.

The Company will require funding over the next twenty-four months to develop our
business.  In fact,  the  Company has minimal  capital  for  operations  and the
Company has needs for immediate funding.  The Company currently has no source of
funds. Our capital  requirements will depend on many factors including,  but not
limited to, the timing of further  development of our web site and the growth of
the  Internet.  If  additional  funds are raised  through the issuance of equity

<PAGE>

securities,  the  percentage  ownership  of our  current  shareholders  will  be
reduced.  Moreover,  those equity securities may have rights,  preferences,  and
privileges  senior to those of the holders of our common stock.  There can be no
assurance that additional  capital will be available on terms favorable to us or
our shareholders.

Our  cash  requirements  may  vary  substantially   depending  on  our  rate  of
development,  research results, competitive and technological advances and other
factors.  If adequate  funds are not  available,  the Company may be required to
curtail operations or to obtain funds by entering into collaboration  agreements
on unattractive terms. Our inability to raise capital would impair the technical
and presentational aspects of our website and our marketing abilities.

THE COMPANY  SUBSTANTIAL  LONG-TERM  CAPITAL NEEDS; THE COMPANY MAY BE UNABLE TO
OBTAIN NEEDED ADDITIONAL FUNDING.

Substantial expenditures will be required to further develop our web site and to
market our services.  The level of  expenditures  required for these  activities
will  depend in part on whether  The Company  develops  and market our  services
independently or with other companies through  collaborative  arrangements.  Our
future  capital  requirements  will also depend on one or more of the  following
factors:

-        market acceptance of our services;
-        the extent and progress of our research and development programs;
-        competing technological and market developments; and
-        the costs of commercializing our services.

There can be no assurance  that funding will be available on favorable  terms to
permit successful commercialization of our website, if at all.

In addition,  the Company has no credit facility or other  committed  sources of
capital.  The  Company  may  be  unable  to  establish  credit  arrangements  on
satisfactory terms, if at all. If capital resources are insufficient to meet our
future capital  requirements,  The Company may have to raise additional funds to
continue  development of our website.  There can be no assurance that such funds
will be available on favorable terms, if at all.

To the  extent  that  additional  capital is raised  through  the sale of equity
and/or convertible debt securities,  the issuance of such securities will likely
result in dilution to our shareholders. If adequate funds are not available, the
Company  may be  unable to  develop  our  operations  to a  sufficient  level to
generate revenues or become profitable.

IF THE COMPANY ISSUES FUTURE SHARES,  PRESENT INVESTORS' PER SHARE VALUE WILL BE
DILUTED.

The Company is authorized to issue maximum stock of  100,000,000  common shares.
As of  December  31,  2005,  there  were  7,551,000  common  shares  issued  and
outstanding.  The Board of  Directors  has  authority  to issue the  balance  of
92,449,000 shares of our authorized stock without shareholder  consent, on terms
and conditions set in the discretion of the Board, which may dilute the value of
your stock.

OUR PRINCIPAL STOCKHOLDER CONTROLS OUR COMPANY.

Our company CEO and director James Charuk,  currently, owns approximately 66% of
our common stock. Therefore, he will have significant influence over all matters

<PAGE>

requiring  approval by our  stockholders,  but not requiring the approval of the
minority  stockholders.  In addition,  James Charuk will be able to elect all of
the members of our Board of  Directors,  allowing  him to  exercise  significant
control of our affairs and management. In addition, James Charuk may affect most
corporate matters requiring  stockholder approval by written consent,  without a
duly-noticed and duly-held meeting of stockholders.

IF THE COMPANY LOSE ANY OF ITS KEY PERSONNEL, OUR BUSINESS WOULD BE IMPAIRED.

Our success is heavily dependent upon the continued active  participation of our
chief  executive  officer,  James  Charuk.  Loss of his  services  could  have a
material  adverse  effect upon our  business  development.  The Company does not
maintain "key person" life  insurance on James  Charuk's  life. The Company does
not have a written  employment  agreement  with  James  Charuk.  There can be no
assurance  that the Company  will be able to recruit or retain  other  qualified
personnel, should it be necessary to do so.

THE COMPANY FACES COMPETITION FROM OTHER ENTITIES  PROVIDING SERVICES SIMILAR TO
OURS.

The  Company  will face  intense  competition  in all  aspects  of the  mortgage
business.  We will  compete with  financial  intermediaries,  commercial  banks,
savings  associations,  credit unions, loan brokers and insurance companies that
also provide  mortgage  information and services to the public.  These companies
may offer  convenience  and  customer  service  superior to that  offered by our
company.

In  addition,  these  companies  may  have  better  marketing  and  distribution
channels.  There can be no  assurance  that The Company  will be able to compete
effectively  in this highly  competitive  industry,  which could have a material
adverse  impact upon market  acceptance of our website and the  information  The
Company wish to disseminate.

THE COMPANY HAS NEVER PAID DIVIDENDS.

The Company has never paid dividends.  The Company does not anticipate declaring
or paying dividends in the foreseeable  future. Our retained  earnings,  if any,
will finance the development  and expansion of our business.  Our dividends will
be at our Board of  Directors'  discretion  and  contingent  upon our  financial
condition,  earnings,  capital requirements and other factors.  Future dividends
may also be affected by covenants contained in loan or other financing documents
The  Company  may  execute.  Therefore,  there  can be no  assurance  that  cash
dividends of any kind will ever be paid.

OUR BUSINESS PLAN INCORPORATES ESTIMATES RATHER THAN ACTUAL FIGURES.

The discussion of our future business is management's best estimate and analysis
of the potential  market,  opportunities and difficulties that the Company face.
There can be no assurances  that our estimates and analysis  accurately  reflect
our  opportunities  and potential for success.  Competitive  and economic forces
make forecasting of revenues and costs difficult and unpredictable.

ITEM 2. DESCRIPTION OF PROPERTY.

Our  executive  offices are located at 3503 Cedar Locust,  Sugarland,  TX 77479,
telephone  (713)  265-8660,  where The Company  shares  space in the offices our
President,  James Charuk.  The space is approximately  400 square feet total, of
which we occupy a small  portion  without  charge.  The Company  feels that this
space is adequate  for our needs at this time,  and The  Company  feels that the
Company  will be able to locate  adequate  space in the  future,  if needed,  on
commercially reasonable terms.

<PAGE>

ITEM 3. LEGAL PROCEEDINGS.

The Company is not aware of any pending or threatened  legal  proceedings  which
involves SMI Products, Inc.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Our annual report contains the required audited financial statements. We are not
required  to  deliver  an  annual  report  to  security  holders  and  will  not
voluntarily  deliver a copy of the annual  report to the security  holders.  The
reports and other  information  filed by us will be available for inspection and
copying at the public reference facilities of the Commission,  450 Fifth Street,
N.W., Washington, D.C. 20549.

                                    PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market  Information.  In June 2002 our common stock commence  trading on the OTC
Bulletin Board, N.A.S.D.,  under the symbol SMIP. As of December 31, 2005, there
were approximately 14 holders on record of our common stock.

ITEM 6. PLAN OF OPERATIONS

The  discussion   contained  in  this   prospectus   contains   "FORWARD-LOOKING
STATEMENTS"  that  involve  risk  and  uncertainties.  These  statements  may be
identified  by the use of  terminology  such as  "BELIEVES,"  "EXPECTS,"  "MAY,"
"WILL," "SHOULD" or  "ANTICIPATES" or expressing this terminology  negatively or
similar  expressions or by discussions  of strategy.  The cautionary  statements
made in this prospectus are applicable to all related forward-looking statements
wherever  they  appear in this  prospectus.  Our  actual  results  could  differ
materially from those discussed in this prospectus. Important factors that could
cause or  contribute to these  differences  include  those  discussed  under the
caption  entitled "RISK FACTORS," as well as those  discussed  elsewhere in this
registration statement.

We are a development stage company without operations or revenues. We are unable
to satisfy cash  requirements  without  management's  financial support or other
funding.  Our management and certain investors have advanced $66,840 in the form
of short  term  loans  bearing  interest  at 2% per  annum to our  business.  We
anticipate,  but have no assurance,  that we will meet our cash requirements for
the  foreseeable  future  through  the  financial  support  of  our  management.
Management's capital contributions will be accomplished through interest bearing
promissory notes between our company and management.

We  generated  no revenue  for the year ended  December  31,  2005 and 2004.  We
anticipate,  but have no assurance,  that we will meet our cash requirements for
the  foreseeable  future  through  the  financial  support  of  our  management.
Management's capital contributions will be accomplished through interest bearing
promissory notes between our company and management.  We have not determined the
amount of funds that will be necessary  for  management  to  contribute  at this
time.  Nor is there any assurance our  management  will have funds  available to
make a loan to the Company  when we require  funds.  In this  event,  we will be
required to seek loans and/or equity funding from third parties, and there is no
assurance we will be able to do so.

<PAGE>


Total  operating  expenses  for the fiscal  year ended  December  31,  2005 were
$18,861. This represents a decrease of $116 in total operating expenses from the
comparable  year ended  December  31,  2004,  when we recorded  total  operating
expenses of $18,977.  The  principal  operating  expenses for the twelve  months
ended December 31, 2005 were related to audit and accounting fees $11,915 (2004:
$7,884),  filing  fees and legal  fees  $2,552  (2004:  $6,245)  and  office and
miscellaneous  fees $3,037 (2004:  $3,430) and transfer agent fees $1,367 (2004:
$1,418).

No promissory  notes are currently in effect.  We have not determined the amount
of funds that will be necessary for  management to contribute at this time.  Nor
is there any assurance our  management  will have funds  available to loan us as
and when we require  funds.  In this  event,  we will be  required to seek loans
and/or equity funding from third  parties,  and there is no assurance we will be
able to do so.

We will require  additional  funds to further  develop our website.  Although we
plan to raise additional funds, we have not yet determined how, where or when we
will obtain  these funds.  There is no assurance  that we will be able to obtain
financing for our business  development.  If adequate funds are not available to
us, we believe that our business development will be adversely affected.

Our future capital requirements will also depend on one or more of the following
factors:

- market acceptance of our services;
- the extent and progress of our research and development programs;
- competing technological and market developments; and
- the costs of commercializing our services.

There can be no assurance  that funding will be available on favorable  terms to
permit  successful  commercialization  of our  WEBSITE or be  successful  in our
business operations.

In addition,  we have no credit facility or other committed  sources of capital.
We may be unable to establish credit  arrangements on satisfactory  terms, if at
all.  If  capital   resources  are  insufficient  to  meet  our  future  capital
requirements,  we may have to raise additional funds to continue  development of
our  WEBSITE.  There can be no  assurance  that the funds will be  available  on
favorable terms, if at all.

To the  extent  that  additional  capital is raised  through  the sale of equity
and/or  convertible debt securities,  the issuance of the securities will likely
result in dilution to our shareholders.

Until such time as our WEBSITE is fully developed,  we do not expect to have any
significant  revenues from our  operations.  We  anticipate  that if our WEBSITE
becomes  fully  operational,   we  will  generate  revenues  from  the  sale  of
subscriptions to the WEBSITE and though the sale of advertisements.  There is no
assurance that we will be successful in selling subscriptions or advertising for
our  WEBSITE.  We have no other  sources of  revenue.  Therefore,  if we are not
successful  in this  regard,  we will be unable to  achieve  revenues  under our
current business plan.

<PAGE>

We do not anticipate significant research and development expenses over the next
twelve  months.  We do not expect to purchase or sell any plant and  significant
equipment or make any  significant  changes in the number of employees  over the
next twelve months.

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS



                               SMI PRODUCTS, INC.

                          (A Development Stage Company)

                         REPORT AND FINANCIAL STATEMENTS

                           December 31, 2005 and 2004

                             (STATED IN US DOLLARS)

<PAGE>


              REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders,
SMI Products, Inc.

We have  audited  the  accompanying  balance  sheets of SMI  Products,  Inc.  (A
Development  Stage  Company) as of December 31, 2005 and 2004 and the statements
of  operations,  stockholders'  deficiency  and cash flows for each of the years
then ended and for the period June 17, 1996 (Date of  Inception) to December 31,
2005.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States of America).  Those standards require
that we plan and perform an audit to obtain  reasonable  assurance about whether
the financial  statements are free of material  misstatement.  An audit includes
examining on a test basis,  evidence  supporting the amounts and  disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  these financial statements referred to above present fairly, in
all  material  respects,  the  financial  position of SMI  Products,  Inc. as of
December 31, 2005 and 2004 and the results of its  operations and its cash flows
for each of the years then ended and for the period  from June 17, 1996 (Date of
Inception)  to December 31,  2005,  in  conformity  with  accounting  principles
generally accepted in the United States of America.

The  accompanying  financial  statements  referred  to above have been  prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements,  the Company is in the development stage, and has
no  established  source of  revenue  and is  dependent  on its  ability to raise
capital from shareholders or other sources to sustain operations. These factors,
along with other  matters as set forth in Note 1, raise  substantial  doubt that
the  Company  will  be able  to  continue  as a  going  concern.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


Vancouver, Canada                                      "AMISANO HANSON"
March 22, 2006                                       Chartered Accountants


750 WEST PENDER STREET, SUITE 604                  TELEPHONE:  604-689-0188
VANCOUVER CANADA                                   FACSIMILE:  604-689-9773
V6C 2T7                                            E-MAIL:     amishan@telus.net

<PAGE>
<TABLE>
<CAPTION>




                               SMI PRODUCTS, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
                           December 31, 2005 and 2004
                             (STATED IN US DOLLARS)


                                     ASSETS                                           2005                2004
                                                                                      ----                ----

<S>                                                                           <C>                <C>
Current
    Cash                                                                      $              281 $              635
                                                                              ------------------ ------------------
                                   LIABILITIES

Current
    Accounts payable                                                          $            8,471 $            7,400
    Loans payable - Note 4                                                                69,434             51,998
                                                                              ------------------ ------------------

                                                                                          77,905             59,398
                                                                              ================== ==================

                            STOCKHOLDERS' DEFICIENCY

Common stock, $0.001 par value
        100,000,000  shares authorized
          7,551,000  shares issued (2004:  7,551,000)                                      7,551              7,551
Additional paid-in capital                                                                43,049             43,049
Deficit accumulated during the development stage                                        (128,224)          (109,363)
                                                                              ------------------ ------------------

                                                                                         (77,624)           (58,763)
                                                                              ------------------ ------------------

                                                                              $              281 $              635
                                                                              ================== ==================

</TABLE>

Nature and Continuance of Operations - Note 1


                             SEE ACCOMPANYING NOTES

<PAGE>
<TABLE>
<CAPTION>

                               SMI PRODUCTS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                 for the years ended December 31, 2005 and 2004
         and from June 17, 1996 (Date of Inception) to December 31, 2005
                             (STATED IN US DOLLARS)


                                                                                                        June 17, 1996
                                                                                                           (Date of
                                                                                                        Inception) to
                                                                                                         December 31,
                                                                       2005               2004               2005
                                                                       ----               ----           ------------

<S>                                                             <C>                <C>                <C>
Revenue                                                         $               -  $               -  $         13,668
                                                                -----------------  -----------------  ----------------

Expenses
    Audit and accounting fees                                              11,915              7,884            46,494
    Business plan                                                               -                  -            10,114
    Consulting fees - Note 3                                                    -                  -            23,348
    Filing and legal fees                                                   2,552              6,245            20,261
    Marketing                                                                   -                  -            10,905
    Office and miscellaneous                                                3,027              3,430            11,210
    Organizational costs - Note 3                                               -                  -             1,000
    Promotion and entertainment                                                 -                  -             3,500
    Transfer agent fees                                                     1,367              1,418             8,424
    Travel                                                                      -                  -               648
    Website costs                                                               -                  -             9,080
                                                                -----------------  -----------------  ----------------

                                                                           18,861             18,977           144,984
                                                                -----------------  -----------------  ----------------

Loss before the following:                                                (18,861)           (18,977)         (131,316)
Write-off of accounts payable                                                   -                  -             2,192
Write-off of loans payable                                                      -                900               900
                                                                -----------------  -----------------  ----------------

Net loss                                                        $         (18,861) $         (18,077) $       (128,224)
                                                                =================  =================  ================

Basic loss per share                                            $            0.00  $            0.00
                                                                =================  =================

Weighted average shares outstanding                                     7,551,000          7,551,000
                                                                =================  =================

</TABLE>

                             SEE ACCOMPANYING NOTES

<PAGE>
<TABLE>
<CAPTION>

                               SMI PRODUCTS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                 for the years ended December 31, 2005 and 2004
         and from June 17, 1996 (Date of Inception) to December 31, 2005
                             (STATED IN US DOLLARS)


                                                                                                        June 17, 1996
                                                                                                           (Date of
                                                                                                        Inception) to
                                                                                                         December 31,
                                                                       2005               2004               2005
                                                                       ----               ----           ------------
<S>                                                             <C>                <C>                <C>
Cash Flows used in Operating Activities
    Net loss                                                    $        (18,861)  $        (18,077)  $       (128,224)
    Adjustment to reconcile net loss
     to net cash used in operations
      Advance receivable                                                       -                  -                  -
      Accounts payable                                                     1,071              2,598              8,471
                                                                -----------------  -----------------  ----------------

Net cash used in operating activities                                    (17,790)           (15,479)          (119,753)
                                                                -----------------  -----------------  ----------------

Cash Flows provided by Financing Activities
    Common stock issued for cash                                               -                  -             50,600
    Loans payable                                                         17,436             15,035             69,434
                                                                -----------------  -----------------  ----------------

Net cash provided by financing activities                                 17,436             15,035            120,034
                                                                -----------------  -----------------  ----------------

Net increase (decrease) in cash                                             (354)              (444)               281

Cash, beginning of period                                                    635              1,079                  -
                                                                -----------------  -----------------  ----------------

Cash, end of period                                             $            281   $            635   $            281
                                                                =================  =================  ================
</TABLE>


                             SEE ACCOMPANYING NOTES

<PAGE>
<TABLE>
<CAPTION>

                               SMI PRODUCTS, INC.
                          (A Development Stage Company)
                           STATEMENT OF STOCKHOLDER'S
                 DEFICIENCY from the period June 17, 1996 (Date
                       of Inception) to December 31, 2005
                             (STATED IN US DOLLARS)
                                                                                              Deficit
                                                                                            Accumulated
                                                                           Additional       During the
                                           Number                            Paid-in         Development
                                          of Shares         Amount           Capital           Stage            Total
                                          ---------         ------         ----------       ------------        -----
<S>                                        <C>        <C>               <C>              <C>               <C>
Issued for services
 - at $0.00002                             5,000,000  $             1   $            99  $             -   $           100

Net loss for the period                            -                -                 -             (117)             (117)
                                          ----------  ---------------   ---------------  ----------------  ----------------

Balance, December 31, 1996                 5,000,000                1                99             (117)              (17)

Net loss for the year                              -                -                 -             (200)             (200)
                                          ----------  ---------------   ---------------  ----------------  ----------------

Balance, December 31, 1997                 5,000,000                1                99             (317)             (217)

Net loss for the year                              -                -                 -             (200)             (200)
                                          ----------  ---------------   ---------------  ----------------  ----------------

Balance, December 31, 1998                 5,000,000                1                99             (517)             (417)

Net loss for the year                              -                -                 -             (200)             (200)
                                          ----------  ---------------   ---------------  ----------------  ----------------

Balance, December 31, 1999                 5,000,000                1                99             (717)             (617)
Stock split                                        -            4,999            (4,999)               -                 -
Issued for cash        - at $0.01          2,500,000            2,500            22,500                -            25,000
                       - at $0.50             51,000               51            25,449                -            25,500

Net loss for the year                              -                -                 -          (36,522)          (36,522)
                                          ----------  ---------------   ---------------  ----------------  ----------------

Balance, December 31, 2000                 7,551,000            7,551            43,049          (37,239)           13,361

Net loss for the year                              -                -                 -          (22,303)          (22,303)
                                          ----------  ---------------   ---------------  ----------------  ----------------

Balance, December 31, 2001                 7,551,000            7,551            43,049          (59,542)           (8,942)

Net loss for the year                              -                -                 -          (15,587)          (15,587)
                                          ----------  ---------------   ---------------  ----------------  ----------------

Balance, December 31, 2002                 7,551,000            7,551            43,049          (75,129)          (24,529)

Net loss for the year                              -                -                 -          (16,157)          (16,157)
                                          ----------  ---------------   ---------------  ----------------  ----------------

Balance, December 31, 2003                 7,551,000            7,551            43,049          (91,286)          (40,686)

Net loss for the year                             -                 -                 -          (18,077)          (18,077)
                                          ----------  ---------------   ---------------  ----------------  ----------------

Balance, December 31, 2004                 7,551,000  $         7,551   $        43,049  $      (109,363)  $       (58,763)

Net loss for the year                             -                 -                 -          (18,861)          (18,861)
                                          ----------  ---------------   ---------------  ----------------  ----------------

Balance, December 31, 2005                7,551,000   $         7,551   $        43,049  $      (128,224)  $       (77,624)
                                          =========   ===============   ===============  ================  ================

</TABLE>

The  number  of  shares  issued  and  outstanding  has  been  restated  to  give
retroactive  effect for a forward  stock split on a five  thousand for one basis
approved by the  shareholders on January 15, 2000. The par value and contributed
surplus were adjusted  during the year ended December 31, 2000 to adjust the par
value amount in conformity with the number of shares then issued.


                             SEE ACCOMPANYING NOTES

<PAGE>


                               SMI PRODUCTS, INC.
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                           December 31, 2005 and 2004
                             (STATED IN US DOLLARS)


Note 1        NATURE AND CONTINUANCE OF OPERATIONS

              The Company is in the development  stage and is in the business of
              internet real estate mortgage services.  The Company has developed
              a website  and is in the  pre-operating  stage.  The  Company  has
              earned  revenue  from website  advertising  and is  continuing  to
              develop its revenue model.

              These  financial  statements have been prepared in accordance with
              generally  accepted  accounting  principles  applicable to a going
              concern,  which  assumes that the Company will be able to meet its
              obligations  and continue its operations for its next fiscal year.
              Realization  values may be  substantially  different from carrying
              values as shown and these financial  statements do not give effect
              to adjustments  that would be necessary to the carrying values and
              classification  of assets and  liabilities  should the  Company be
              unable to continue as a going  concern.  At December 31, 2005, the
              Company  had  not  yet   achieved   profitable   operations,   has
              accumulated losses of $128,224 since its inception,  has a working
              capital  deficiency of $77,624 and expects to incur further losses
              in the development of its business, all of which casts substantial
              doubt about the Company's  ability to continue as a going concern.
              The Company's  ability to continue as a going concern is dependent
              upon its ability to generate future  profitable  operations and/or
              to obtain the  necessary  financing  to meet its  obligations  and
              repay its liabilities arising from normal business operations when
              they come due.  Management  has no formal plan in place to address
              this concern but considers that the Company will be able to obtain
              additional   funds  by  equity   financing  and/or  related  party
              advances,  however  there is no  assurance of  additional  funding
              being available.

              The  Company was  incorporated  in the State of Nevada on June 17,
              1996.

Note 2        SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

              The  financial  statements  of the Company  have been  prepared in
              accordance with accounting  principles  generally  accepted in the
              United States of America.  Because a precise determination of many
              assets and  liabilities  is  dependent  upon  future  events,  the
              preparation  of  financial  statements  for a  period  necessarily
              involved the use of estimates  which have been made using  careful
              judgement. Actual results may differ from these estimates.

              The  financial  statements,  in  management's  opinion,  have been
              properly   prepared   within  the  framework  of  the  significant
              accounting policies summarized below:

              DEVELOPMENT STAGE COMPANY

              The Company is a development stage company as defined in Statement
              of Financial Accounting Standards ("FAS") No. 7.

<PAGE>


SMI Products, Inc.
(A Development  Stage Company)
Notes to the Financial  Statements
December 31, 2005 and 2004
(STATED IN US DOLLARS) - Page 2

Note 2        SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES - (cont'd)

              INCOME TAXES

              The Company uses the asset and liability  method of accounting for
              income  taxes  pursuant  to FAS No.  109  "Accounting  for  Income
              Taxes".  FAS No. 109 requires  the use of the asset and  liability
              method of  accounting  for  income  taxes.  Under the  assets  and
              liability  method of FAS 109,  deferred tax assets and liabilities
              are recognized  for the future tax  consequences  attributable  to
              temporary  differences  between the financial  statements carrying
              amounts of existing assets and liabilities and loss  carryforwards
              and  their   respective   tax  bases.   Deferred  tax  assets  and
              liabilities are measured using enacted tax rates expected to apply
              to  taxable   income  in  the  years  in  which  those   temporary
              differences are expected to be recovered or settled.

              BASIC LOSS PER SHARE

              The Company  reports basic loss per share in  accordance  with FAS
              No. 128,  "Earnings  Per Share".  Basic loss per share is computed
              using the weighted average number of shares outstanding during the
              years.

              FINANCIAL INSTRUMENTS

              The carrying values of cash and accounts payable approximates fair
              value because of the short  maturity of those  instruments.  Loans
              payable also approximates fair value. Unless otherwise noted it is
              management's   opinion   that  the   Company  is  not  exposed  to
              significant interest,  currency or credit risks arising from these
              financial instruments.

              NEW ACCOUNTING STANDARDS

              Management does not believe that any recently issued,  but not yet
              effective,  accounting standards if currently adopted could have a
              material effect on the accompanying financial statements.

              REVENUE RECOGNITION

              Revenue from  advertising is recognized when earned,  upon receipt
              of  a  non-cancellable   contract  and  collection  is  reasonably
              assured.

              WEBSITE COSTS

              The Company  recognizes the costs  incurred in the  development of
              the Company's website in accordance with EITF 00-2 "Accounting for
              Website  Development  Costs"  and,  with the  provisions  of AICPA
              Statement  of  Position  No.  98-1,  "Accounting  for the Costs of
              Computer  Software   Developed  or  Obtained  for  Internal  Use".
              Accordingly, direct costs incurred during the application stage of
              development  are  capitalized  and  amortized  over the  estimated
              useful life.  Fees incurred for web site hosting are expensed over
              the  period  of the  benefit.  Costs of  operating  a web site are
              expensed as incurred.

<PAGE>


SMI Products, Inc.
(A Development  Stage Company)
Notes to the Financial  Statements
December 31, 2005 and 2004
(STATED IN US DOLLARS) - Page 3

Note 3        RELATED PARTY TRANSACTIONS

              The  Company was charged the  following  amount by  directors  and
              officers of the Company:

<TABLE>
<CAPTION>

                                                                                                  June 17, 1996
                                                                                                   (Date of
                                                                                                   Inception) to
                                                                                                   December 31,
                                                                2005                2004               2005
                                                                ----                ----               ----

<S>                                                      <C>                 <C>                <C>
              Organizational costs                       $              -    $              -   $          1,000
              Consulting fees                                           -                   -              3,740
                                                         ----------------    ----------------   ----------------
                                                         $              -    $              -   $          4,740
                                                         ================    ================   ================
</TABLE>


              These charges were measured by the exchange  amount,  which is the
              amount agreed upon by the transacting parties.

Note 4        LOANS PAYABLE

                                                         2005          2004
                                                         ----          ----
              Unsecured, bears interest at 2% per
              annum, due within one year.             $     69,434   $    51,998
                                                      ============   ===========

Note 5        DEFERRED TAX ASSETS

              The following table  summarizes the significant  components of the
              Company's deferred tax assets:

<TABLE>
<CAPTION>
                                                                         2005            2004
                                                                         ----            ----
              Deferred Tax Assets
<S>                                                                  <C>             <C>
                Net operating loss carryforward                      $      128,224  $      109,363
                                                                     ==============  ==============
              Gross deferred tax assets                              $       33,257  $       25,512
              Valuation allowance for deferred tax asset                    (33,257)        (25,512)
                                                                     --------------  --------------
                                                                     $            -  $            -
                                                                     ==============  ==============
</TABLE>

              The amount  taken into income as deferred  tax assets must reflect
              that  portion of the income tax loss  carryforwards  which is more
              likely than not to be realized from future operations. The Company
              has chosen to provide an allowance  of 100% against all  available
              income tax loss carryforwards, regardless of their time of expiry.

<PAGE>

SMI Products, Inc.
(A Development  Stage Company)
Notes to the Financial  Statements
December 31, 2005 and 2004
(STATED IN US DOLLARS) - Page 4

Note 6        INCOME TAXES

              No provision for income taxes has been provided in these financial
              statements  due to the net loss. At December 31, 2005, the Company
              has net operating loss  carryforwards,  which expire commencing in
              2016 totalling  approximately  $128,224. The potential tax benefit
              of these  losses,  if any, has not been  recorded in the financial
              statements.

Note 7        COMPARATIVE FIGURES

              Certain of the December 31, 2004 comparative figures have been
              reclassified in order to conform to the current year's
              presentation.


<PAGE>


ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

The  accounting  firm of  Amisano  Hanson,  Chartered  Accountants  audited  our
financial   statements.   Since  inception,   we  have  had  no  changes  in  or
disagreements with our accountants.

ITEM 8A.  CONTROLS AND PROCEDURES

Evalution of Disclosure Controls

We evaluated the  effectiveness of our disclosure  controls and procedures as of
the end of the 2005 fiscal  year.  This  evaluation  was  conducted by our chief
executive officer, Mr. James Charuk.

Disclosure  controls  are  controls  and other  procedures  that are designed to
ensure that  information that we are required to disclose in the reports we file
pursuant  to  the  Securities  Exchange  Act of  1934  is  recorded,  processed,
summarized and reported.

Limitations on the Effective of Controls

Our  management  does not expect that our  disclosure  controls or our  internal
controls over  financial  reporting  will prevent all error and fraud. A control
system, no matter how well conceived and operated,  can provide only reasonable,
but no absolute,  assurance  that the  objectives  of a control  system are met.
Further, any control system reflects limitations on resources,  and the benefits
of a control system must be considered  relative to its costs. These limitations
also include the realities that judgments in  decision-making  can be faulty and
that  breakdowns  can occur  because of simple  error or mistake.  Additionally,
controls  can be  circumvented  by the  individual  acts  of  some  persons,  by
collusion of two or more people or by management override of a control. A design
of a control  system is also  based upon  certain  assumptions  about  potential
future conditions;  over time, controls may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and may not be detected.

Conclusions

Based upon his  evaluation  of our  controls,  the chief  executive  officer has
concluded that, subject to the limitations noted above, the disclosure  controls
are  effective in  providing  reasonable  assurance  that  material  information
relating to us is made known to  management  on a timely basis during the period
when our  reports  are being  prepared.  There were no  changes in our  internal
controls  that  occurred  during the  quarter  covered by this  report that have
materially affected,  or are reasonably likely to materially affect our internal
controls.

                                    PART III

ITEM 9. DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT.

(a) Directors and Officers.  Our BYLAWS  provide that we shall have a minimum of
one director and a maximum of nine  directors on the board at any one time.  Our
current directors and executive officers are as follows:

  NAME                 AGE        POSITIONS HELD

  James M. Charuk      49         President and Director

This person will serve as director until our next annual shareholder  meeting or
until a successor is elected who accepts the position. Directors are elected for
one-year terms.

JAMES CHARUK

Mr.Charuk  was born in Canada and  immigrated  to the United States in May 1990.
During 1990-1991, Mr. Charuk was a database analyst for Digitech Information,  a
private company specializing in oil reservoir analyses.

From 1991 to December  1997,  Mr.  Charuk served as a principal of Western Atlas
International,  a Houston,  Texas- based company specializing in geosciences and
interpretation  services  for  forestry  and  mining  companies.   Mr.  Charuk's
responsibilities  included  overseeing an annual budget in excess of $14 Million
for  Western  Atlas in the  areas of  Geosciences  and  Interpretation  Software
Systems and Data Analysis.

In December 1997, Mr. Charuk became a Director of CCR Internet Realty, now known
as E-Realty,  and served as a Director until January 2000. E-Realty is a pioneer
in  the  E-Broker  residential  real  estate  industry  in  the  United  States.
eRealty.com is a team of real estate professionals who combine local real estate
expertise  with the  power of the  Internet  to better  serve  home  buyers  and
sellers. By utilizing technology, eRealty.com `s goal is to save their customers
time and money.  eRealty.com  is involved in the real estate  buying and selling
process:  expediting,  informing and executing  these  transactions  in the most
effective  and cost  effective  manner.  eRealty.com  does not compete  with SMI
Products,  Inc.'s  mortgagecommunicator.com,  nor at this time, does it have any
plans to do so in the future. From January 2000 to present,  Mr. Charuk has been
the Chief  Technology  Officer and V.P. of Technology for E-Realty.  He was also
involved as an officer, director and shareholder in Institute for Learing, Inc.,
a public shell  company  which  subsequently  merged with a private  company and
changed its name to China Broadband Corp.

He earned a Bachelor of Science degree from Mount Allison University in Moncton,
New Brunswick in 1981.

Mr.  Charuk will  devote  approximately  20% of his time to the  business of the
company.

<PAGE>


(b) Significant  Employees.  Other than James Charuk, there are no employees who
are expected to make a significant contribution to our corporation.

(c) Family Relationships.  There are no family relationships among our officers,
directors, or persons nominated for such positions.

(d) Legal  Proceedings.  No officer,  director,  or persons  nominated for these
positions,  and no promoter or significant  employee of our corporation has been
involved in legal  proceedings  that would be material to an  evaluation  of our
management.

ITEM 10. EXECUTIVE COMPENSATION.

No executive compensation has been paid since our inception.

The  officers  and  directors  of  Registrant  do  not  currently  receive  cash
remuneration  or salaries  for their  efforts.  Upon  successful  completion  of
Registrant's  proposed business projects, or receipt of revenues from operations
of  Registrant,  of  which  there  can  be  no  assurance,  salaries  and  other
remuneration will be established by the Board of Directors as appropriate.

There are no employment  contracts between Registrant and any of its officers or
directors.

Registrant does not have any plan or arrangement with respect to compensation to
its executive  officers which would result from the  resignation,  retirement or
any other  termination of employment with Registrant or from a change in control
of Registrant, or a change in the executive officers' responsibilities following
any change in control,  where in respect of an executive  officer,  the value of
such compensation exceeds $120,000.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The Registrant has granted no options.

There are no other bonus, pension,  deferred  compensation,  long-term incentive
plans or  awards,  or any other  similar  plans for  executive  officers  and/or
directors of Registrant.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  tables set forth the  ownership,  as of December 31, 2005, of our
common stock (a) by each person known by us to be the  beneficial  owner of more
than 5% of our outstanding  common stock,  and (b) by each of our directors,  by
all  executive  officers  and by our  directors  as a group.  To the best of our
knowledge,  all persons named have sole voting and investment power with respect
to the shares, except as otherwise noted.

Security Ownership of Officers and Directors.

                                             NO. OF     NATURE OF   CURRENT
CLASS       NAME & ADDRESS                   SHARES     OWNERSHIP   %OWNED

Common      JAMES CHARUK                     5,025,000  Direct      66%
            3503 Cedar Locust
            Sugarland, TX 77479

All Officers and Directors as a              5,025,000  Direct      66%

<PAGE>

Group (Approx.) (1 Individual)

(c) Changes in Control.

THERE ARE CURRENTLY NO  ARRANGEMENTS,  WHICH WOULD RESULT IN A CHANGE IN CONTROL
OF SMI PRODUCTS, INC.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than the sale of shares to our officers and directors, we have not entered
into any transactions with our officers,  directors, persons nominated for these
positions,  beneficial  owners  of 5% or more of our  common  stock,  or  family
members of these persons. We are not a subsidiary of any other company

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

EXHIBITS

a) All required exhibits, including the Company's Articles of Incorporation, and
Bylaws,  are attached to the Company's Form SB-2, filed on February 7, 2001. All
previously filed exhibits are incorporated herein by reference.

b)  Reports  on Form 8-K:  No  reports  were on filed on Form 8K during the year
ended December 31, 2005.

EXHIBIT NO.    DOCUMENT DESCRIPTION
___________    ____________________

 3.1           Articles of Incorporation and any Amendments-
               Incorporated by reference to the Form 10-KSB, filed
               February 7, 2001.

 3.2           Bylaws- Incorporated by reference to the Form 10-KSB,
               filed February 7, 2001.

 31.1          Certifications by James Charuk, Chief Executive Officer required
               by Rule 13a-14(a)

 31.2          Certification by James Charuk, Chief Financial Officer required
               by Rule 13a-14(a)

 32.1          Certification by James Charuk pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002

 32.1          Certification by James Charuk pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002

ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our principal accountants,  Amisano Hanson,  Chartered  Accountants,  billed the
following fees for the services indicated:

                               Fiscal year-ended
                               December 31, 2005              December 31, 2004

Audit fees                         $ 3,788                         $ 3,594
Audit-related fees                       -                               -
Tax fees                                 -                               -
All other fees                     $ 7,141                         $ 3,906

Audit  fees  consist  of fees  related  to  professional  services  rendered  in
connection  with the audit of our annual  financial  statements.  All other fees
relate to  professional  services  rendered in connection with the review of the
quarterly financial statements.

Our  Board's  policy  is to  pre-approve  all audit  and  permissible  non-audit
services  performed by the independent  accountants.  These services may include
audit services,  audit-related services, tax services and other services.  Under
our Board's policy,  pre-approval is generally provided for particular  services
or categories of services,  including planned  services,  project based services
and  routine  consultations.   In  addition,  the  Board  may  also  pre-approve
particular  services on a  case-by-case  basis.  Our Board approved all services
that our independent accountants provided to us in the past two fiscal years.


<PAGE>


SIGNATURES

In  accordance  with  the  requirements  of  the  Securities  Act of  1934,  the
registrant caused this registration  statement to be signed on its behalf by the
undersigned, thereunto duly authorized.



DATE: MAY 10, 2006                      SMI PRODUCTS, INC.



                                        By: /s/ JAMES CHARUK
                                            ________________________________
                                                James Charuk,
                                                President, Chairman and Director