<DOCUMENT>
<TYPE>SB-2/A
<SEQUENCE>1
<FILENAME>formsb-2a1.txt
<DESCRIPTION>FORM SB-2 AMENDMENT NO. 1
<TEXT>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 7, 2001
                           REGISTRATION NO. 333-55166


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM SB-2/A

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               SMI Products, Inc.
                 (Name of small business issuer in our charter)

                                     Nevada
                                     ------
         (State or other jurisdiction of incorporation or organization)


            7299                                         88-0363465
----------------------------                ------------------------------------
(Primary standard industrial                (I.R.S. Employer Identification No.)
classification code number)

                                3503 Cedar Locust
                               Sugarland, TX 77479
                                  713-265-8660
          (Address and telephone number of principal executive offices)

                            Michael J. Morrison, Esq.
                         1495 Ridgeview Drive, Suite 220
                                 Reno, NV 89509
                                  775-827-6300
               (Name, address and telephone of agent for service)

                  Approximate date of commencement of proposed
              sale to the public: As soon as practicable after the
                 effective date of this Registration Statement.


If any of the  Securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933 (the "SECURITIES ACT"), check the following box: [X]


If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act  registration  number of the earlier  effective  registration
statement for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. [ ]

================================================================================

                       CALCULATION OF REGISTRATION FEE (1)

     Title of class of               Proposed maximum         Amount of
securities to be registered      aggregate offering price  Registration Fee
and number of shares
--------------------------------------------------------------------------------
Common Stock, par value $.001            $25,160                $6.64
            2,516,000 shares

                                         Total Registration Fee $6.64

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457 (c).

<PAGE>


                   Registrant hereby amends this  registration  statement on the
date or  dates as may be  necessary  to  delay  its  effective  date  until  the
registrant shall file a further  amendment which  specifically  states that this
registration  statement  shall  thereafter  become  effective in accordance with
section 8(a) of the securities act of 1933, or until the registration  statement
shall become  effective on the date as the  Commission,  acting pursuant to said
section 8(a), may determine.

Information   contained  herein  is  subject  to  completion  or  amendment.   A
registration  statement  relating  to these  securities  has been filed with the
commission.  These  securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective.  This prospectus
shall not  constitute an offer to sell nor the  solicitation  of an offer to buy
nor shall there be any sale of these securities in any state in which the offer,
solicitation or sale would be unlawful prior to  registration  or  qualification
under the securities laws of any state.


                                        1

<PAGE>

                               SMI PRODUCTS, INC.

                        2,516,000 shares of Common Stock


The  registration  statement of which this  prospectus  is a part relates to the
offer and sale of 2,516,000  shares of our common stock by the selling  security
holders.



These securities  involve a high degree of risk and should be considered only by
persons who can afford the loss of their entire  investment. See "Risk Factors".

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or  disapproved  of these  securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.


The date of this preliminary prospectus is May ____, 2001.


<PAGE>

                                TABLE OF CONTENTS


                                                                            Page

Front Cover Page of Prospectus
Inside Front and Outside Back Cover Pages of Prospectus
Summary Information & Risk Factors
Use of Proceeds
Determination of Offering Price
Dilution
Selling Security Holders
Plan of Distribution
Legal Proceedings
Directors, Executive Officers, Promoters and Control Management
Security Ownership of Certain Beneficial Owners and Management
Description of Securities
Interest of Named Experts and Counsel
Disclosure of Commission Position on Indemnification
for Securities Act Liabilities
Organization Within Last Five Years
Description of Business
Management's Discussion and Analysis or Plan of Operation
Description of Property
Certain Relationships and Related Transactions
Market for Common Equity and Related Stockholder Matters
Executive Compensation
Financial Statements
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Indemnification
Other Expenses of Issuance and Distribution
Recent Sales of Unregistered Securities
Exhibits
Undertakings


<PAGE>



                      SUMMARY INFORMATION AND RISK FACTORS


PROSPECTUS SUMMARY


This is a summary  and the  information  is  selective,  it does not contain all
information  that  may be  important  to you.  You  should  read  carefully  all
information  in the  prospectus  including  its  detailed  information  and  the
financial  statements  and their  explanatory  notes before making an investment
decision.

Our Company is in the development stage and we have never produced any revenues.

THE OFFERING.

Securities Offered          2,516,000 shares of Common Stock, par value $.001.
                            See "OFFERING."

Offering Price
Per Share                   $.001  See "OFFERING."

Offering                    The Shares are being  offered by the selling
                            securities  holders.  See "OFFERING."

Proceeds                    The Company will receive no proceeds from this
                            offering.

Number of Shares            Before the Offering: 7,551,000 Shares of Common
Outstanding                 Stock.  See "DESCRIPTION OF SECURITIES." After
                            the Offering: 7,551,000 Shares of Common Stock






FINANCIAL SUMMARY INFORMATION.

Because  this  is a only a  financial  summary,  it  does  not  contain  all the
financial  information  that may be  important  to you.  You  should  also  read
carefully  all the  information  in this  prospectus,  including  the  financial
statements included in this prospectus and their explanatory notes.


Balance Sheet Data:    12/31/00    12/31/99    12/31/98    12/31/97    12/31/96
-------------------    --------    --------    --------    --------    --------

CASH                    $13,178       $0          $0          $0          $0

TOTAL ASSETS            $14,261     $283        $483        $683        $883

TOTAL LIABILITIES       $   900     $900        $900        $900        $900

STOCKHOLDERS'EQUITY     $13,361    ($617)      ($417)      ($217)      ($ 17)


<PAGE>


RISK FACTORS.


Our Status as a Development Stage Company with No Revenues Subjects Your Invest-
--------------------------------------------------------------------------------
ment to a High Degree of Risk.
-----------------------------

We only  recently  started  our  business  operations  and  have  never  had any
revenues.   We cannot assure  that  we  will  ever  generate  revenues,  develop
operations, or make a profit. Therefore, your investment is at high risk because
we may fail in our business.

We Have Substantial Near-Term Capital Needs and No Source of Additional Funding.
-------------------------------------------------------------------------------

We will require funding over the next twelve months to develop our business.  In
fact,  after paying the expenses of this offering,  we will have minimal capital
for operations and we will need immediate  funding.  We currently have 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 adequate funds are not available, as and when needed, we may
be required to curtail operations or 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. In fact, if we do not obtain the necessary fundings, we may be forced
to cease operations.


<PAGE>



We Have Substantial Long-Term Capital Needs and No Source of Additional Funding.
-------------------------------------------------------------------------------

Substantial  expenditures  will be required in the next 12-24  months 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 we develop  and
market our services  independently or with other companies through collaborative
arrangements.  If adequate funds are not available,  we may be unable to develop
our operations to a sufficient level to generate revenues or become profitable.

We Have a Poor Financial  Condition and May be Unable to Adequately  Develop our
--------------------------------------------------------------------------------
Business.
--------

Because we have no operating  history,  assets, or revenue sources,  an investor
cannot  determine if we will ever be profitable.  We will  experience  financial
difficulties during our operational  development and beyond. We may be unable to
operate profitably, even if we develop operations and generate revenues. We plan
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.

Our Management Will Devote Limited Attention to Our Business Operations and this
--------------------------------------------------------------------------------
May Limit the Development of Our Business.
-----------------------------------------

Our management  personnel will all be devoting their efforts to other businesses
and will only  devote a portion  of their time to our  businesses  and will only
devote a portion of their time to our Company's business. This lack of full-time
attention  could result in our business not  developing as well or as fast as it
otherwise could, or it may result in the failure of our business.

We Have Little  Managerial  Expertise in the  Development  or  Dissemination  of
--------------------------------------------------------------------------------
Mortgage Information and This May Cause Our Business to Suffer.
--------------------------------------------------------------

Because our  management has little  experience in developing  and  disseminating
mortgage information, our abilities in this area may be limited and our business
may suffer.  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.

We Have Little  Managerial  Expertise in Internet  Operations and This May Cause
--------------------------------------------------------------------------------
Our Business to Suffer.
----------------------

Our management has very little 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.

We Do Not Have Any Material Contracts or Future Prospects for Material Contracts
--------------------------------------------------------------------------------
and This may Cause our business to Suffer.
-----------------------------------------


We have no contracts or  prospective  contracts that will assist us in promoting
           ---------                  ---------
or further  developing  our website or  operations.  We have 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. We have no contracts or prospective contracts with
    -------                         ---------                ---------
other  websites  that  would  provide visitation  links  to our website. We have
       --------                                                  ------
not  developed  a plan to obtain any of these  contracts.  If we fail to develop
                                               ---------
contracts  with other  websites or other  professionals,  our  revenues  will be
---------              --------
negatively impacted.


The  Information  on Our Website May Be Available on Other  Websites or in Other
--------------------------------------------------------------------------------
Informational Formats and May be Purchased at Little or No Cost, We May Never
--------------------------------------------------------------------------------
Generate Any Revenues.
---------------------

We have  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.  We have not
yet determined all of the specific  mortgage  information we 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 and we may not develop any
                      -------
subscribers for our services or realize any revenues.


<PAGE>



Our  Lack of a  Well-Developed  Business  Plan  Makes it  Difficult  for Your to
--------------------------------------------------------------------------------
Evaluate Our Business.
---------------------

Because we currently do not have a well-developed business plan, we may spend an
excessive  amount of our financial and  operational  resources in development of
our business plan. Our website may not be developed with the computer, technical
                       -------
and marketing  skills necessary to provide a superior website or one which would
                                                      -------
attract customers or produce revenues.


We Are a Development  Stage  Company With No Operating  History for Investors to
--------------------------------------------------------------------------------
Evaluate.
--------

We have just recently developed a website,  but we have no operating history for
                                  -------
investors  to  evaluate  our  business  strategy.  As a  result  of our  lack of
operating  history,  we have  limited  insight  into  trends that may emerge and
affect our  business.  You must consider the risks and  difficulties  frequently
encountered by development  stage companies.  Furthermore,  we face risks due to
our anticipated participation in the new and rapidly-evolving Internet market.



<PAGE>



Our Lack of Revenues and Profits,  Combined  With Our Losses,  Make it Difficult
--------------------------------------------------------------------------------
for Us to Succeed as a Business.
-------------------------------

We have no revenues or revenue sources, yet we have significant costs and
losses. Our website has not been fully developed. We cannot assure that we will
            -------
obtain the necessary working capital to fully develop our website. Further, even
                                                          -------
if our website is fully  developed,  we cannot  assure  that our website  will
       -------                                                   -------
receive  enough  Internet  traffic or purchases to generate  revenues or achieve
profitability.  We  believe  that we will incur net losses for at least the next
two years.

There is No Public  Market  for Our  Common  Stock and You May be Unable to Sell
--------------------------------------------------------------------------------
Your Shares.
-----------


There  is  no  established  public  trading  market  or  market  maker  for  our
securities. There can be no assurance that a market for our common stock will be
established or that, if established,  a market will be sustained.  Therefore, if
you purchase our  securities  you may be unable to sell them.  Accordingly,  you
should be able to bear the financial risk of losing your entire investment.





<PAGE>



If We Are  Unable To  Attract  and  Retain  Qualified  Personnel  with  Internet
--------------------------------------------------------------------------------
Experience, 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 with internet experience.
Competition  for  these  types  of  employees  is  intense,  especially  in  the
e-commerce  sector.  We may be unable to  successfully  attract,  assimilate  or
retain sufficiently  qualified  personnel.  If we fail to attract and retain the
necessary technical professionals,  the efficiency of our website will suffer in
                                                          -------
its presentation,  search abilities and information accessibility. If we fail to
retain and attract the  necessary  managerial,  sales and marketing and customer
service personnel,  we may not develop a sufficient  customer base to adequately
fund our operations.

If Consumers Do Not Embrace  On-Line  Mortgage  Financing And Sales,  We May Not
--------------------------------------------------------------------------------
Realize Any Revenues or Profits.
-------------------------------

Our success depends upon the general acceptance of on-line mortgage  information
and  services  by  consumers.  If  consumers  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.  We cannot assure
that a sufficiently broad base of consumers 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.



<PAGE>




If Mortgage  Broker  Businesses Do Not Embrace  On-Line  Mortgage  Financing And
--------------------------------------------------------------------------------
Sales, We may Never Realize Any Revenues or Profits.
---------------------------------------------------

Our success depends upon the general acceptance of on-line mortgage  information
and services by mortgage brokers and relalated business.  If they 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.  We
cannot  assure that a  sufficiently  broad base of mortgage  brokers and related
businesses  will adopt,  and continue to use,  the  Internet to obtain  mortgage
services, traditionally provided in person-to-person and paper transactions.

If Mortgage  Loan  Interest  Rates  Increase  and/or  There is a Decrease In The
--------------------------------------------------------------------------------
Demand For Mortgages, Our Business May Fail.
-------------------------------------------

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.  We may be unable to develop our business if higher  interest
rates and decreased home sales occur.

We Plan to Operate in an Uncertain and Developing Market, Which May Make It More
--------------------------------------------------------------------------------
Difficult to Operate Profitably.
-------------------------------


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.


Our Business  Depends on Cooperation  of Third-Party  Vendors and Their Failures
--------------------------------------------------------------------------------
May Result in Our Failure as a Business.
---------------------------------------

We expect  that our  operations  will depend on a number of third  parties  over
which  we will  have  limited  control.  Specifically,  we do not plan to own an
Internet  gateway,  but instead we will rely on a third-party,  independent  and
unrelated Internet Service Provider to host our website. We may experience
                                                -------
interruptions in our website connection and our telecommunications access due to
                     -------
our  reliance  upon third  parties.  This could  result in loss of business  and
revenues.  We  anticipate  that we will use  software  that is  dependent  on an
operating  system,  database and server  software  developed and produced by and
licensed by  independent  third parties.  We may discover  errors 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.



<PAGE>


The Failure of Our Software or Hardware May Result in the Failure of Our
--------------------------------------------------------------------------------
Business.
--------

Our success  will be largely  dependent  upon our  communications  software  and
hardware,  which we acquire from third.  Our systems will also 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.  Any of these events
could  adversely  affect  our  business  operations  and  revenues.  We  have no
insurance coverage on our property or business  interruption  insurance coverage
and we do not  intend to obtain  this  coverage  in the near  future.  We 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.

We Will Be at Risk for Internet Commerce Security Breaches That Could Impair Our
--------------------------------------------------------------------------------
Business  Because  Potential  Users May Not Have  Confidence  in Our  Ability to
--------------------------------------------------------------------------------
Protect Their Confidential Credit Card Information.
--------------------------------------------------

A  significant  barrier  to  entry  in  the  area  of  electronic  commerce  and
communications  is the secure  transmission  of  confidential  information  over
public  networks.  We 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 we may use to protect customer  transaction data. If
any  compromise  of our  security  were  to  occur,  potential  users  may  lack
confidence  in our site and our ability to protect their  commerce  information,
such as credit card information,  billing address, etc.  Furthermore,  we 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.  We 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 we 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 we will be able to
implement security measures that will prevent security breaches.




<PAGE>





If the Securities Do Not Meet Blue Sky Resale Requirements, You May Be Unable to
--------------------------------------------------------------------------------
Resell Your Securities.
----------------------


The  securities  offered  by this  prospectus  must  meet the  blue  sky  resale
requirements in the states in which the proposed  purchasers  reside. If we fail
to meet these qualifications, the securities may be deprived of any value. Since
we have extremely limited capital, we may not be able to affort the expenses
necessary to meet Blue Sky requirements.

Our  Principal  Stockholder  Controls  our  Company  and You Will Not Be Able to
--------------------------------------------------------------------------------
Control Selection of Management.
-------------------------------

Our company founder, principal stockholder and Director, Philip Herr, currently,
owns approximately 66% of our common stock.  Therefore, he will have significant
influence  over all  matters  requiring  approval by our  stockholders,  but not
requiring the approval of the minority  stockholders.  In addition,  Philip Herr
                                                                     -----------
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,
Philip Herr may affect most corporate matters requiring  stockholder approval by
written consent, without a duly-noticed and duly-held meeting of stockholders.
In essence, Mr. Herr controls our Company and your vote is of little importance.


<PAGE>




We Face Competition From Other Entities Providing Internet Mortgage Information
--------------------------------------------------------------------------------
Services Similar to Ours.
------------------------


We 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.
                                                                   -----------
Many sites offer free information and have financial  resources far greater than
ours,  thus giving them a distinct  advantage over us because they can afford to
offer free  information,  as they have other  sources of revenues and we have to
rely only on  subscriber  fees.  In addition,  these  companies  may have better
marketing and distribution  channels.  There can be no assurance that we 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 we wish to disseminate.

BROKER-DEALERS  MAY BE  DISCOURAGED  FROM EFFECTING  TRANSACTIONS  IN OUR SHARES
BECAUSE  THEY WILL BE  CONSIDERED  PENNY STOCKS AND WILL BE SUBJECT TO THE PENNY
STOCK RULES

         Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act
of 1934, as amended,  impose sales practice and disclosure  requirements on NASD
brokers-dealers  who make a market in "a penny  stock." A penny stock  generally
includes any  non-NASDAQ  equity  security  that has a market price of less than
$5.00 per share.  Assuming we get our shares  listed for trading,  purchases and
sales  of  our  shares  are  expected  to  be  generally   facilitated  by  NASD
broker-dealers  who will act as market  makers for our  shares.  The  additional
sales  practice and disclosure  requirements  imposed upon  brokers-dealers  may
discourage broker-dealers from effecting transactions in our shares, which could
severely  limit the  market  liquidity  of the shares and impede the sale of our
shares in the secondary market, assuming one develops.

         Under the penny stock regulations,  a broker-dealer selling penny stock
to  anyone  other  than  an  established   customer  or  "accredited   investor"
(generally,  an  individual  with net worth in excess of $1,000,000 or an annual
income  exceeding  $200,000,  or $300,000  together with his or her spouse) must
make a special suitability  determination for the purchaser and must receive the
purchaser's  written  consent  to the  transaction  prior  to sale,  unless  the
broker-dealer or the transaction is otherwise exempt.

         In addition,  the penny stock regulations  require the broker-dealer to
deliver, prior to any transaction involving a penny stock, a disclosure schedule
prepared  by the  Commission  relating  to the penny  stock  market,  unless the
broker-dealer  or the transaction is otherwise  exempt.  A broker-dealer is also
required to disclose commissions payable to the broker-dealer and the registered
representative   and  current   quotations  for  the  securities.   Finally,   a
broker-dealer  is required to send monthly  statements  disclosing  recent price
information  with  respect to the penny stock held in a  customer's  account and
information with respect to the limited market in penny stocks.


USE OF PROCEEDS


Not applicable. We will not receive any proceeds from the sale of the securities
by the selling security holders.


                        DETERMINATION OF OFFERING PRICE


Not applicable. The selling security holders will be able to determine the price
at which they sell their securities.


                                    DILUTION


Not applicable.  We are not registering any unissued shares in this registration
statement.

<PAGE>


                            SELLING SECURITY HOLDERS


The securities are being sold by the selling  security  holders named below. The
table  indicates that all the securities  will be available for resale after the
offering.  However, any or all of the securities listed below may be retained by
any of the selling security holders, and therefore,  no accurate forecast can be
made as to the number of  securities  that will be held by the selling  security
holders upon termination of this offering.  We believe that the selling security
holders listed in the table have sole voting and investment  powers with respect
to the securities  indicated.  We will not receive any proceeds from the sale of
the securities.

<TABLE>
<CAPTION>

                                Beneficial             Maximum           Beneficial
                                Ownership             Number of           Ownership
                              Before Offering        Shares Being     After Offering(2)
NAME(1)                       Shares     Percent       Offered        Shares    Percent
---------------------------------------------------------------------------------------
<S>                          <C>       <C>              <C>              <C>       <C>

477633 B.C. Ltd.                1000   Less than 1%        1000          0          0
Abey, Michael in Trust
     For Bo Edison Abey          500   Less than 1%         500          0          0
Abey, Michael in Trust
     For Michaela Abey           500   Less than 1%         500          0          0
Anderson, Elizabeth             1000   Less than 1%        1000          0          0
Armor Capital Partners       150,000   2%               150,000          0          0
Associated Product Services  310,000   4%               310,000          0          0
Bank Sol Oppenheim           200,000   3%               200,000          0          0
Biedka, Lucia                   2000   Less than 1%        2000          0          0
Charuk, Al                      1000   Less than 1%        1000          0          0
Charuk, Barbara                 1000   Less than 1%        1000          0          0
Charuk, Jill                    1000   Less than 1%        1000          0          0
Coutts, Steve                   1000   Less than 1%        1000          0          0
Destin Pacific               320,000   4%               320,000          0          0
Dick, Brian                     1000   Less than 1%        1000          0          0
Dispasquale, Anna               1000   Less than 1%        1000          0          0
Dispasquale, Paul               1000   Less than 1%        1000          0          0
Eckert, Dale                    1000   Less than 1%        1000          0          0
E-Ternity Trading Corp.         1000   Less than 1%        1000          0          0
Extreme Investment Corp.        1000   Less than 1%        1000          0          0
Harris, Graham in Trust
      For Bryton Harris         1000   Less than 1%        1000          0          0
Harris, Graham in Trust
     For Graydon Harris         1000   Less than 1%        1000          0          0
Havanna Consultants Inc.        1000   Less than 1%        1000          0          0
Holden, Mark                    1000   Less than 1%        1000          0          0
Holt, Chanel in Trust           1000   Less than 1%        1000          0          0
Holt, Julie                     1000   Less than 1%        1000          0          0
Holt, Oliver in Trust           1000   Less than 1%        1000          0          0
Holt, Paul                      1000   Less than 1%        1000          0          0
Holt, Spencer in Trust          1000   Less than 1%        1000          0          0
Gajdics, Tibor in Trust
    For Merrick Gajdics         1000   Less than 1%        1000          0          0
Gajdics, Tibor in Trust
    For Michael Gajdics         1000   Less than 1%        1000          0          0
Iucolino, Marco                 1000   Less than 1%        1000          0          0
Kiss, Ilona                     1000   Less than 1%        1000          0          0
Kurtyka, Anna                   1000   Less than 1%        1000          0          0
Legg, David                     1000   Less than 1%        1000          0          0
Matrix Holdings Foundation   320,000   4%               320,000          0          0
McCleod, Bruce                  1000   Less than 1%        1000          0          0
McDermid, Elaine                1000   Less than 1%        1000          0          0

<PAGE>


McLeod, Don                     1000   Less than 1%        1000          0          0
M.D.I. Small Cap Fund        280,000   4%               280,000          0          0
Miller, David                   1000   Less than 1%        1000          0          0
Miller, Ron W.                  1000   Less than 1%        1000          0          0
Mitchell, David                 1000   Less than 1%        1000          0          0
Nelson, Candice                 1000   Less than 1%        1000          0          0
Noel, C.M.                      1000   Less than 1%        1000          0          0
Noel, D.R.                      1000   Less than 1%        1000          0          0
Robertson, Jayde                1000   Less than 1%        1000          0          0
Robertson, John                 1000   Less than 1%        1000          0          0
Roman, Roman 17 Ltd.         320,000   4%               320,000          0          0
Shaw, Brent                  276,000                    276,000          0          0
Shaw, Grant                     1000   Less than 1%        1000          0          0
Shaw, Wade                      2000                       2000          0          0
Stead, Martin                   1000   Less than 1%        1000          0          0
Symes, Sharon                   1000   Less than 1%        1000          0          0
Symes, Sharon in Trust
     For Zachary Symes          1000   Less than 1%        1000          0          0
Venture Consultants          290,000   4%               290,000          0          0
Vanger, Tony                    1000   Less than 1%        1000          0          0
Whitmore, Kay Brian             1000   Less than 1%        1000          0          0
Wills, Les                      1000   Less than 1%        1000          0          0
                           ---------                  ---------
             Total         2,516,000                  2,516,000

(1) None of the selling  security  holders have, or ever had, any material rela-
    tionship with our corporation or any of its predecessors and/or affiliates.

(2) Assumes the sale of all shares offered by Selling Security Holder.

</TABLE>

We intend to seek qualification for sale of the securities in those states where
the securities will be offered.  That  qualification  is necessary to resell the
securities  in the public  market and only if the  securities  are qualified for
sale or are  exempt  from  qualification  in the  states  in which  the  selling
shareholders  or proposed  purchasers  reside.  There is no  assurance  that the
states in which we seek  qualification will approve of resales of our securities
resales.


                              PLAN OF DISTRIBUTION


The securities  offered by this  prospectus may be sold by the selling  security
holders or by those to whom the shares are transferred.  We are not aware of any
underwriting  arrangements  that have been entered into by the selling  security
holders.  The distribution of the securities by the selling security holders may
be  effected  in  one  or  more   transactions   that  may  take  place  in  the
over-the-counter  market, assuming a market for our securities exists, including
broker's transactions, privately negotiated transactions or through sales to one
or more dealers acting as principals in the resale of these securities.


Any of the  selling  security  holders,  acting  alone  or in  concert  with one
another,  may be considered  statutory  underwriters under the Securities Act of
1933, if they are directly or indirectly  conducting an illegal  distribution of
the  securities  on  behalf  of  our  corporation.   For  instance,  an  illegal
distribution may occur if any of the selling  securities holders provide us with
cash  proceeds  from  their  sales  of the  securities.  If  any of the  selling
shareholders  are  determined  to  be  underwriters,  they  may  be  liable  for
securities  violations in  connection  with any material  misrepresentations  or
omissions made in this prospectus.

<PAGE>


In addition,  the selling  security  holders and any brokers and dealers through
whom sales of the securities are made may be deemed to be "UNDERWRITERS"  within
the meaning of the  Securities  Act, and the  commissions or discounts and other
compensation paid to the persons may be regarded as underwriters' compensation.

The selling security holders may pledge all or a portion of the securities owned
as collateral for margin  accounts or in loan  transactions,  and the securities
may  be  resold  pursuant  to  the  terms  of  the  pledges,  accounts  or  loan
transactions.  Upon default by the selling security holders,  the pledgee in the
loan  transaction  would have the same  rights of sale as the  selling  security
holders under this  prospectus.  The selling  security holders may also transfer
securities  owned in other  ways not  involving  market  makers  or  established
trading markets,  including  directly by gift,  distribution,  or other transfer
without consideration,  and upon any transfer the transferee would have the same
rights of sale as the selling security holders under this prospectus.

In  addition  to, and  without  limiting,  the  foregoing,  each of the  selling
security holders and any other person  participating  in a distribution  will be
affected by the applicable  provisions of the  Securities  Exchange Act of 1934,
including,  without  limitation,  Regulation  M,  which may limit the  timing of
purchases and sales of any of the securities by the selling  security holders or
any other person.

There can be no assurances  that the selling  security  holders will sell any or
all of the  securities.  In order to  comply  with  state  securities  laws,  if
applicable, the securities will be sold in jurisdictions only through registered
or licensed  brokers or dealers.  In various  states,  the securities may not be
sold unless these  securities  have been registered or qualified for sale in the
state or an exemption from  registration  or  qualification  is available and is
complied with.  Under  applicable  rules and regulations of the Exchange Act, as
amended,  any  person  engaged  in a  distribution  of the  securities  may  not
simultaneously  engage in  market-making  activities in these  securities  for a
period  of  one  or  five  business  days  prior  to  the  commencement  of  the
distribution.

All of the foregoing may affect the marketability of the securities. Pursuant to
the various agreements we have with the selling securities  holders, we will pay
all the fees and expenses incident to the registration of the securities,  other
than the selling security holders' pro rata share of underwriting  discounts and
commissions which is to be paid by the selling security holders.

                               LEGAL PROCEEDINGS


We are not aware of any pending or threatened  legal  proceedings  which involve
SMI Products, Inc.


         DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS


(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 AND ADDRESS                AGE               POSITIONS HELD
  ----------------                ---               --------------


  James M. Charuk                 44        President and Director

  Cynthia A. Carter               42        Secretary, Treasurer and Director

  Philip R. Herr                  59        Director


<PAGE>

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

Philip Herr
-----------

                Mr. Herr has been a Director of the company since inception from
1991 to present. Mr. Herr has worked as an independent  consultant  specializing
in  small  business  development.  During  the  past  five  years,  he has  been
consulting primarily in the field of tax preparation.  He was also involved as a
founder,  officer, director and principal shareholder in Institute for Learning,
Inc., a public shell company which  subsequently  merged with a private  company
and changed  its name to China  Broadband  Corp.  He retired as a Captain in the
U.S. Navy in 1988. He received a B.S. Degree in Accounting and Taxation from the
University of Roosevelt,  Chicago, IL, in 1963. He is a Graduate Accountant. Mr.
Herr will devote approximately 5% of his time to the business of the company.


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.

Cynthia Carter
--------------

              From 1992 to present,  Ms. Carter has been sole officer,  director
and shareholder of White Pine Productions, Inc., a Nevada corporation engaged in
direct and integrated  marketing strategy and development,  website  development
and internet branding in Chicago,  IL. Her company  concentrates on the branding
of new  products  and  services,  focusing  on internet  marketing.  Her clients
include The Quaker Oats Company, and major international  advertising  agencies,
such as DDB Needham,  Leo Burnett and J. Walter  Thompson.  Ms.  Carter has also
been involved in the  broadcasting  and related  F.C.C.  industry since 1984. Ms
Carter  received a B.S. in English from Southwest  Missouri State  University in
1979. Ms. Carter will devote approximately 5% of her time to the business of the
company.


(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.


<PAGE>


         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  tables set forth the  ownership,  as of December 31, 2000, 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.


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

Common   Philip Herr                         5,000,000  Direct         66%
         1817 Morena Blvd., #A
         San Diego, CA  92110

Common   James Charuk                           25,000  Direct Less
         3503 Cedar Locust                              than            1%
         Sugarland, TX 77479

Common   Cynthia Carter                         10,000  Direct Less
         1802 North Sheffield Ave.                      than            1%
         Chicago, IL 06014

All Officers and Directors as a Group        5,035,000  Direct         66%
     (Approx.) (3 Individuals)

(c)      Changes in Control.

         There are currently no arrangements,  which would result in a change in
control of SMI Products, Inc.

                           DESCRIPTION OF SECURITIES

The following description is a summary and you should read the provisions of our
Articles of Incorporation and Bylaws, copies of which have been filed as
                   -------------------------       ------
exhibits to the registration statement of which this prospectus is a part.


COMMON STOCK.


General.
-------
We are authorized to issue 25,000,000 shares of common stock, $001 par value. As
of December 31, 2000, there were 7,551,000 common shares issued and outstanding.
The Board of Directors has  authority to issue the balance of 17,449,000  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.  All
shares of common  stock  outstanding  are  validly  issued,  fully  paid for and
non-assessable.


Voting Rights.
-------------

Each share of common stock entitles the holder to one vote,  either in person or
by proxy,  at meetings of  shareholders.  The holders are not  permitted to vote
their shares cumulatively.  Accordingly, the holders of common stock holding, in
the aggregate,  more than fifty percent of the total voting rights can elect all
of our  directors  and, in this event,  the  holders of the  remaining  minority
shares will not be able to elect any of the  directors.  The vote of the holders
of a majority of the issued and  outstanding  shares of common stock entitled to
vote thereon is sufficient to authorize, affirm, ratify or consent to the act or
action, except as otherwise provided by law.


<PAGE>


Dividend Policy.
---------------
All  shares of common  stock  are  entitled  to  participate  proportionally  in
dividends  if our Board of  Directors  declares  them out of the  funds  legally
available  and  subordinate  to the  rights  of the  holders  of loan  or  other
financing documents. These dividends may be paid in cash, property or additional
shares of common stock.  We have not paid any dividends  since our inception and
presently  anticipate  that all earnings will be retained for development of our
business.  Any  future  dividends  will be at the  discretion  of our  Board  of
Directors  and will  depend  upon,  among  other  things,  our future  earnings,
operating and financial  condition,  capital  requirements,  and other  factors.
Therefore, there can be no assurance that any dividends on the common stock will
be paid in the future.


Miscellaneous Rights and Provisions.
-----------------------------------
Holders of common stock have no cumulative  voting rights,  and no preemptive or
other  subscription  rights,  conversion  rights,  redemption  or  sinking  fund
provisions.  In the event of our dissolution,  whether voluntary or involuntary,
each share of common  stock is  entitled to share  proportionally  in any assets
available for  distribution  to holders of our equity after  satisfaction of all
liabilities  and  payment  of  the  applicable  liquidation  preference  of  any
outstanding loan or financing documents.

Stock Transfer Agent
--------------------

Upon  completion  of this  offering,  we intend to engage an  independent  stock
transfer agency firm to serve as our registrar and stock transfer agent.

SHARES ELIGIBLE FOR FUTURE SALE.

The 2,516,000  shares of common stock registered in this offering will be freely
tradable  without  restrictions  under the Securities Act. No shares held by our
"affiliates"  (officers,  directors or 10%  shareholders)  are being  registered
hereunder.  The  remaining  5,035,000  of our  outstanding  shares  are  held by
affiliates: Mr. Herr owns 5,000,000 shares, all of which have been held for over
one year;  Mr. Charuk owns 25,000  shares,  all of which have been held for less
than one year;  and Ms. Carter owns 10,000  shares,  all of which have been held
for less than one year.


In general,  under Rule 144, as currently in effect,  any of our  affiliates and
any person or persons whose sales are aggregated who has beneficially  owned his
or her  restricted  shares for at least one year, may be entitled to sell in the
open market  within any  three-month  period a number of shares of common  stock
that does not exceed the greater of (i) 1% of the then outstanding shares of our
common  stock,  or (ii) the average  weekly  trading  volume in the common stock
during the four calendar weeks preceding any sale. Sales under Rule 144 are also
affected by limitations on manner of sale, notice requirements, and availability
of  current  public  information  about us.  Non-affiliates  who have held their
restricted  shares for two years may be entitled to sell their shares under Rule
144 without regard to any of the above limitations,  provided they have not been
affiliates for the three months preceding any sale.

The 5,000,000 outstanding  restricted securities held by Mr. Herr, a director of
the  company,  are  subject to the sale  limitations  imposed  by Rule 144.  The
availability  for sale of  substantial  amounts of common  stock  under Rule 144
could adversely affect prevailing market prices for our securities.


<PAGE>



                                    EXPERTS


ACCOUNTANTS
-----------

Our Audited  Financial  Statements for the period from June 17, 1996 (inception)
                                                       ----
to December 31, 2000,  have been included in this prospectus in reliance upon of
   --------
Amisano  Hanson,  Chartered  Accountants,  750 West  Pender  Street,  Suite 604,
-------
Vancouver,  B.C.  Canada,  V6C  2T7,  telephone  604-689-0188,   as  experts  in
accounting and auditing.

LEGAL MATTERS
-------------

The law office of Michael J. Morrison,  Chtd., 1495 Ridgeview Drive,  Suite 220,
Reno, Nevada 89509, telephone 775-827-6300,  has passed upon the validity of the
shares  offered  and  certain  other  legal  matters  in  connection  with  this
registration statement.


DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to our directors,  officers and controlling  persons,  we have been
advised that in the opinion of the SEC, the  indemnification  is against  public
policy as expressed in the Securities Act and is, therefore,  unenforceable.  In
the event that a claim for indemnification  against the liabilities,  other than
the payment by us of expenses  incurred  or paid by our  directors,  officers or
controlling   persons  in  the  successful  defense  of  any  action,   suit  or
proceedings,  is asserted by the director,  officer,  or  controlling  person in
connection with any securities being registered,  we will, unless in the opinion
of our counsel the matter has been settled by controlling  precedent,  submit to
court of appropriate jurisdiction the question whether the indemnification by us
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of the issues.

DESCRIPTION OF BUSINESS


We have  commenced  operations on the internet.  We have filed and  registered a
domain name and have developed a website with information services related to
                                 -------
the mortgage industry. There can be no assurance that we will be able to develop
operations  in this area, or any other area.


The discussion of our future business is management's best estimate and analysis
of the potential market,  opportunities and difficulties that we 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.



BUSINESS DEVELOPMENT.

We were 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.


PRINCIPAL PRODUCTS AND SERVICES.
We  currently  have a web  site  at the  URL  mortgagecommunicator.com.  We have
registered    a   domain    name,    and   have   a    hosting    service    for
mortgagecommunicator.com.
------------------------

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.

<PAGE>

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. We plan to charge this fee to the subscriber's credit or debit card.
-------
We plan to process all orders by on line credit card or cyber cash  systems.  We
currently have developed a relationship  to process online orders.  In addition,
we have 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,  we 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, we intend to develop more expansive
information than that available free of charge.

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

We  plan to  establish  our  market  through  e-mail  advertising.  We have  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. We also plan to sell advertising on our
website  to banks,  mortgage  brokers,  builders,  land  appraisers,  surveyors,
inspectors,  title  companies  and real estate  brokers.  We have not  developed
criteria for pricing of the advertising  space;  however,  we anticipate pricing
will be based upon advertisement size, web page placement, content requirements,
contract duration and other factors. We currently have no advertisers.

We plan to classify lenders' advertisements by loan products they each offer.

We plan 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.  We also  plan 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.
We believe we can take the  mystique  out of the  process by  familiarizing  the
borrower with required steps to obtain a mortgage.


We  face  many  challenges  in  the   rapidly-evolving   and  changing  internet
marketplace. These challenges include our:

o Need to further develop, maintain, and increase awareness of our web site;
o Need to attract and retain customers;
o Dependence on web site and transaction processing performance and reliability;
o Need to compete effectively;
o Need to establish ourselves as a participant in the evolving market for
  mortgage information;
o Need to establish and develop relationships with entities related to and
  involved in the mortgage industry in order to obtain advertising revenues for
  our site.

Because significant u-front advertising, sales, and other expenses are required
to develop
our web site, we anticipate that we may incur losses until revenues are
sufficient to cover
our operating costs. We expect that our total additional website development
costs will be approximately $10,000, based on the following estimated costs:

(1) $125 for domain name registration and listing;
(2) $7,500 for technical, presentational and other developmental costs;
(3) $1,000 for annual hosting service fees;
(4) $1,000 for annual site maintenance; and
(5) $375 for miscellaneous administrative expenses.

We will allocate  advertising and promotional  expenses as we develop operations
and research market demand for our services. Future losses are likely before our
operations will become profitable.

We expect to increase our operating expenses substantially as we:

o Further develop our website;
o Initiate our marketing activities and advertising efforts;
o Provide our customers with promotional benefits;
o Increase our general and administrative functions to support our developing
  operations; and
o Develop enhanced technologies and features to improve our web site.

We will pay our increased  operating  expenses from our revenues,  assuming they
are  sufficient;  otherwise,  we plan to borrow funds from our management to pay
expenses,  assuming management has sufficnet resources to loan us monies, as and
when required.  Otherwise,  we 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,  we may find that our  development  efforts are more expensive than we
currently anticipate.



DISTRIBUTION.
We plan to deliver  our  services  through our  website.  As of the date of this
prospectus, we have 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.
We  currently  have 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. We believe  conventional methods will continue
to be a prime source of  competition,  along with the many other  internet based
mortgage information and service sites.


Several on-line mortgage service companies have already failed and are no longer
in business. The industry is extremely volatile and competitive.

We believe that acceptance of our services will depend on the following factors,
among others:

o the growth of the Internet as a medium for commerce generally, and as a market
  for financial products and services in particular;
o development of the necessary Internet network infrastructure to support new
  technologies and handle the demands placed upon the Internet;
o government regulation of the Internet;
o our ability to successfully and efficiently develop on-line information that
  is attractive to a sufficiently large number of consumers and mortgage
  brokers; and
o 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. We 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 stagtes 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, we 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.
                                     -------
COMPETITORS
Our main, existing and potential  competitors for real estate  professionals and
service  providers,  homebuyers,  homeowners,  sellers  and  renters and related
content include:

o  Web sites 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.
o  Web sites  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, LoanSurfer.com
o  General-purpose consumer web sites, 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 ourself 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.


SOURCES AND AVAILABILITY OF RAW MATERIALS.
As of the  date  of this  prospectus,  we have  no  need  for raw  materials  or
suppliers.

<PAGE>

CUSTOMER BASE.
As of the  date of this  prospectus,  we have no  customers.  If we are  able to
establish a customer base in the future,  we do not anticipate we will depend on
one or a few major customers.  There can be no assurance that this assumption is
correct.

INTELLECTUAL PROPERTY.
We do not have any trademarks,  patents,  licenses, royalty agreements, or other
proprietary interests, except for the web domain name mortgagecommunicator.com.
                                                      ------------------------

GOVERNMENTAL REGULATION ISSUES.

We are not  now  affected  by  direct  government  regulation.  However,  we are
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.  We may be required to
qualify  to do  business  as a  foreign  corporation  in each  state or  foreign
country. Our failure to qualify as a foreign corporation in a jurisdiction where
we are required to do so could subject us to taxes and  penalties.  Any 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,  we have not  undergone  any  research  and  development,  except fthat
required to put up our website.

ENVIRONMENTAL LAW COMPLIANCE.

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

EMPLOYEES.

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

REPORTS TO SECURITY HOLDERS.

After the effective date of this registration  statement, we will be a reporting
company  under the  requirements  of the Exchange  Act and will file  quarterly,
annual and other reports with the Securities and Exchange Commission. Our annual
report will  contain  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.

<PAGE>


Copies of the material may be obtained by mail from the Public Reference Section
of the  Commission  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549,  at
prescribed rates.  Information on the operation of the Public Reference Room may
be obtained by calling the SEC at  1-800-SEC-0330.  In addition,  the Commission
maintains a World Wide Website on the Internet at http://www.sec.gov that
                       -------                    ------------------
contains  reports,  proxy  and  information  statements  and  other  information
regarding registrants that file electronically with the Commission.


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 made  $50,100 of capital
contributions  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.  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.

Over the next twelve months, --we plan to further develop our web site to
                                                              --------
provide mortgage related information.  Specifically,  during the next 12 months,
we  anticipate   focusing  our  efforts  on  the  following  specific  areas  of
operations:

     1.  Internet marketing
     2.  Maintaining and enhancing content of website
     3.  Subscriber payment credit card processing



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.


The cash available for operations after paying offering  expenses will be in the
sum of $3,211.53.  This cash will be used to fund operations until approximately
until the end of May 2001. The Company's  overhead and operating  expenses,  are
expected to be as follows:

     1.  Internet Marketing - $400/month
     2.  Subscriber Credit Card Processing - $200 set-up; $100/month
     3.  Web Site Maintenance- $200/month
     4.  Payment for web site content - $725/month
     5.  Office/phone/fax/internet - Free (provided by eRealty.com)

During the period prior to June 2001, the Company will seek  additional  funding
in the form of equity or debt,  in the amount of  approximately  $12,000.00,  to
fund operations for the balance of its first year ending February 2002.

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

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


<PAGE>


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.


If our  company  or its  management  receives  proceeds  from  the  sales of the
   ------------
securities by the selling security  shareholders,  which neither the company nor
its management has any intent to do, those persons may have conducted an illegal
distribution of our securities and may be deemed underwriters. Accordingly, they
will have  liability  for any material  misrepresentations  or omissions in this
document and otherwise in the offer and sale of securities.

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.


The principal uses of capital received by us to date ($50,100), are as follows:


            Auditors                         $ 4,719.60
            Legal                            $   836.70
            Information Service contract     $ 2,700.00
            Business Plan development        $24,481.65
            Website design                   $ 2,000.00
            Other consultants                $ 1,246.00
            Marketing                        $10,904.52
            Cash on hand                     $ 3,211.53
                                             ----------
                                       TOTAL $50,100.00


                            DESCRIPTION OF PROPERTY


Our  executive  offices are located at 3503 Cedar Locust,  Sugarland,  TX 77479,
telephone  (713)  265-8660,  where we share 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.  We feel that this space is adequate for
our needs at this  time,  and we feel  that we will be able to  locate  adequate
space in the future, if needed, on commercially reasonable terms.


                 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.  Our
President,  James Charuk,  and our founder and Director,  Philip Herr,  were our
only promoters. Mr. Herr provided organizational services and cash in the sum of
$100.00 for his 5,000,000  shares of Common Stock.  Mr. Charuk paid the cash sum
of $250.00 for his 25,000 shares of Common Stock.


           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.


Market Information.
Our  common  stock is not traded on any  exchange.  We plan to  eventually  seek
listing on the OTC Bulletin Board,  once our registration  statement has cleared
comments of the Securities and Exchange  Commission,  and the N.A.S.D. We cannot
guarantee  that we will  obtain a listing.  There is no trading  activity in our
securities,  and there can be no assurance that a regular trading market for our
common stock will ever be developed.


A market maker sponsoring a company's securities is required to obtain a listing
of the securities on any of the public trading markets, including the
Over-the-Counter Bulletin Board ("OTCBB"). If we are unable to obtain a market
maker for our securities, we will be unable to develop a trading market for our
common stock. We may be unable to locate a market maker that will agree to
sponsor our securities. Even if we do locate a market maker, there is no
assurance that our securities will be able to meet the requirements for a
quotation or that the securities will be accepted for listing on the OTCBB.

We intend to apply for listing of the securities on the OTCBB, but there can be
no assurance that we will be able to obtain this listing. The OTCBB securities
are not listed and traded on the floor of an organized national or regional
stock exchanges. Instead, OTCBB securities transactions are conducted through a
telephone and computer network connecting dealers in stocks. Over-the-counter
stocks are traditionally smaller companies that do not meet the financial and
other listing requirements of a regional or national stock exchange.


As of of December 31, 2000, there were approximately 60 holders of record of our
common stock.


                             EXECUTIVE COMPENSATION


No executive compensation has been paid since our inception.


                              FINANCIAL STATEMENTS


<PAGE>











                               SMI PRODUCTS, INC.

                          (A Development Stage Company)

                         REPORT AND FINANCIAL STATEMENTS

                  December 31, 2000, 1999, 1998, 1997 and 1996

                             (Stated in US Dollars)
                              --------------------



<PAGE>

<PAGE>


TERRY AMISANO LTD.                                               AMISANO  HANSON
KEVIN HANSON, C.A.                                         CHARTERED ACCOUNTANTS


                          INDEPENDENT AUDITORS' REPORT

To the Stockholders,
SMI Products, Inc.

We have  audited  the  accompanying  balance  sheets of SMI  Products,  Inc.  (A
Development Stage Enterprise) as at December 31, 2000, 1999, 1998, 1997 and 1996
and the statements of operations,  stockholders'  equity and cash flows for each
of the years in the four year period ended  December 31, 2000,  the seven months
ended  December  31,  1996 and for the period from  inception,  June 17, 1996 to
December 31, 2000.  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 United  States  generally  accepted
auditing standards. Those standards require that we plan and perform an audit to
obtain  reasonable  assurance  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 audit  provides a  reasonable  basis for our
opinion.

In our opinion,  these  financial  statements  present  fairly,  in all material
respects, the financial position of SMI Products,  Inc. as at December 31, 2000,
1999,  1998,  1997 and 1996 and the results of its operations and cash flows for
each of the years in the four year period ended  December  31,  2000,  the seven
months ended December 31, 1996 and for the period from inception,  June 17, 1996
to  December  31,  2000,  in  accordance  with  generally  accepted   accounting
principles in the United States.

The accompanying  consolidated  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"
January 2, 2001                                            Chartered Accountants




Suite 604 - 750 West Pender Street               Telephone:    (604) 689-0188
Vancouver, BC, Canada                            Facsimile:    (604) 689-9773


<PAGE>

<TABLE>
<CAPTION>


                               SMI PRODUCTS, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
                  December 31, 2000, 1999, 1998, 1997 and 1996
                             (Stated in US Dollars)
                              --------------------

                                                          ASSETS
                                                          ------

                                                  2000            1999            1998            1997            1996
                                                  ----            ----            ----            ----            ----
<S>                                           <C>                <C>            <C>              <C>             <C>

Current
   Cash                                       $ 13,178           $   -          $    -           $   -           $   -

Advance receivable - Note 3                      1,000               -               -               -               -
Organization costs - Note 4                         83             283             483             683             883
                                              ------------------------------------------------------------------------
                                              $ 14,261           $ 283          $  483           $ 683           $ 883
                                              ========================================================================

                                                        LIABILITIES
                                                        -----------
Current
   Due to related party - Note 5              $    900           $ 900          $  900           $ 900           $ 900
                                              ------------------------------------------------------------------------

                                                   STOCKHOLDER'S EQUITY
                                                   --------------------

Common stock - Note 6                            2,552               1               1               1               1
Additional paid-in capital                      48,048              99              99              99              99
Deficit accumulated during the
 development stage                             (37,239)           (717)           (517)           (317)           (117)
                                              ------------------------------------------------------------------------
                                                13,361            (617)           (417)           (217)            (17)
                                              ------------------------------------------------------------------------
                                              $ 14,261           $ 283          $  483           $ 683           $ 883
                                              ========================================================================

Nature and Continuance of Operations - Note 1







APPROVED BY THE DIRECTORS:



              "James Charuk"                                                 "Cynthia Carter"
                                            , Director                                                    , Director
--------------------------------------------                  --------------------------------------------


                             SEE ACCOMPANYING NOTES

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                               SMI PRODUCTS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
             for the years ended December 31, 2000, 1999, 1998, 1997
                  and the seven months ended December 31, 1996
           and June 17, 1996 (Date of Inception) to December 31, 2000
                             (Stated in US Dollars)
                              --------------------

                                                                                                             June 17, 1996
                                                                                               7 months       (Date of
                                                                                                 ended       Inception) to
                                                          Years ended December 31,            December 31,    December 31,
                                                 ------------------------------------------   ------------   --------------
                                                   2000        1999        1998        1997        1996         2000
                                                   ----        ----        ----        ----        ----         ----
<S>                                          <C>             <C>         <C>         <C>         <C>         <C>

Expenses
   Amortization                              $      200      $  200      $  200      $  200      $  117      $   917
   Audit fees                                     2,000           -           -           -           -        2,000
   Business plan                                 10,114           -           -           -           -       10,114
   Consulting fees                               11,776           -           -           -           -       11,776
   Marketing                                     12,432           -           -           -           -       12,432
                                             -----------------------------------------------------------------------
Net loss                                     $   36,522      $  200      $  200      $  200      $  117      $37,239
                                             =======================================================================
Net loss per share                           $     0.01      $ 0.20      $ 0.20      $ 0.20      $ 0.12
                                             ==========================================================
Weighted average shares outstanding           6,879,334       1,000       1,000       1,000       1,000
                                             ==========================================================

                             SEE ACCOMPANYING NOTES

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                               SMI PRODUCTS, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDER'S EQUITY
     from the period June 17, 1996 (Date of Inception) to December 31, 2000
                             (Stated in US Dollars)


                                                                                              Deficit
                                                                                            Accumulated
                                                                                            During the
                                          Number                          Contributed       Development
                                        of Shares          Amount           Surplus            Stage            Total
                                        ---------          ------         -----------       -----------         -----
<S>                                         <C>            <C>                <C>            <C>              <C>

Issued for services    - at $0.10           1,000          $    1             $    99        $      -         $   100

Net loss for the period                         -               -                   -            (117)           (117)
                                        -----------------------------------------------------------------------------
Balance, December 31, 1996                  1,000               1                  99            (117)           ( 17)

Net loss for the year                                                                            (200)           (200)
                                        -----------------------------------------------------------------------------
Balance, December 31, 1997                  1,000               1                  99            (317)           (217)

Net loss for the year                                                                            (200)           (200)
                                        -----------------------------------------------------------------------------
Balance, December 31, 1998                  1,000               1                  99            (517)           (417)

Net loss for the year                                                                            (200)           (200)
                                        -----------------------------------------------------------------------------
Balance, December 31, 1999                  1,000               1                  99            (717)           (617)

Forward split, 5,000 for 1              4,999,000               -                   -               -               -
                                        -----------------------------------------------------------------------------
                                        5,000,000               1                  99            (717)           (617)

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          $2,552             $48,048        $(37,239)        $13,361
                                        =============================================================================

                             SEE ACCOMPANYING NOTES

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                               SMI PRODUCTS, INC.
                          (A Development Stage Company)
                              STATEMENTS CASH FLOWS
             for the years ended December 31, 2000, 1999, 1998, 1997
                  and the seven months ended December 31, 1996
           and June 17, 1996 (Date of Inception) to December 31, 2000
                             (Stated in US Dollars)
                              --------------------

                                                                                                             June 17, 1996
                                                                                               7 months       (Date of
                                                                                                 ended       Inception) to
                                                          Years ended December 31,            December 31,    December 31,
                                                 ------------------------------------------   ------------   --------------
                                                   2000        1999        1998        1997        1996         2000
                                                   ----        ----        ----        ----        ----         ----
<S>                                            <C>            <C>         <C>         <C>       <C>          <C>

Cash flows used in operating activities
Net loss                                       $(36,552)      $(200)      $(200)      $(200)    $  (117)     $(37,239)
Adjustment to reconcile net loss to net cash
 used in operations
   Amortization                                     200         200         200         200         117           917
   Advance receivable                            (1,000)          -           -           -           -        (1,000)
                                               ----------------------------------------------------------------------
Net cash used in operating activities           (37,322)          -           -           -           -       (37,322)
                                               ----------------------------------------------------------------------
Cash flow used in investing activity
   Organization costs                                 -           -           -           -      (1,000)       (1,000)
                                               ----------------------------------------------------------------------
Net cash used in investing activity                   -           -           -           -      (1,000)       (1,000)
                                               ----------------------------------------------------------------------
Cash flows provided by financing activity
   Common shares issued for cash                 50,500           -           -           -         100        50,600
   Due to related party                               -           -           -           -         900           900
                                               ----------------------------------------------------------------------
Net cash provided by financing activity          50,500           -           -           -       1,000        51,500
                                               ----------------------------------------------------------------------
Net increase in cash                             13,178           -           -           -           -        13,178

Cash, beginning of period                             -           -           -           -           -             -
                                               ----------------------------------------------------------------------
Cash, end of period                            $ 13,178       $   -       $   -       $   -     $     -      $ 13,178
                                               ======================================================================

                             SEE ACCOMPANYING NOTES

</TABLE>

<PAGE>



                               SMI PRODUCTS, INC.
                         (A Development Stage Company)
                       NOTES TO THE FINANCIAL STATEMENTS
                  December 31, 2000, 1999, 1998, 1997 and 1996
                             (Stated in US Dollars)
                              --------------------


Note 1        Nature and Continuance of Operations
              ------------------------------------

              The  company  is in the  development  stage and is  engaged in the
              business of internet real estate mortgage services.

              These  financial  statements have been prepared on a going concern
              basis.  The  company  has  accumulated  losses  of  $37,239  since
              inception. Its ability to continue as a going concern is dependent
              upon the ability of the company to generate profitable  operations
              in the future and/or to obtain the necessary financing to meet its
              obligations and repay its liabilities arising from normal business
              operations when they come due. The outcome of these matters cannot
              be predicted,  with any certainty,  at this time. Management plans
              to continue to provide for its capital needs during the year ended
              December  31, 2001 by the  continued  development  of its internet
              real estate mortgage services. In addition,  the company's capital
              requirements  during  the year  ended  December  31,  2001 will be
              supplemented  by  issuing  equity   securities.   These  financial
              statements  do not  include  any  adjustments  to the  amounts and
              classification  of assets and  liabilities  that may be  necessary
              should the company be unable to continue as a going concern.

Note 2        Summary of Significant Accounting Principles
              --------------------------------------------

              The  financial  statements  of the company  have been  prepared in
              accordance with generally  accepted  accounting  principles in the
              United States.  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  reasonable  limits of materiality  and
              within  the  framework  of  the  significant  accounting  policies
              summarized below:

              Organization
              ------------

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

              Development Stage Company
              -------------------------

              The  company  is a  development  stage  company  as  defined in
              Statement  of  Financial  Accounting Standards No. 7.

              Organization Costs
              ------------------

              Organization  costs are recorded at cost. The company provides for
              amortization using the straight-line method over five years.


<PAGE>

SMI PRODUCTS, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2000, 1999, 1998, 1997 and 1996-Page 2
(Stated in US Dollars)
--------------------


Note 2        Summary of Significant Accounting Principles - (cont'd)
              --------------------------------------------

              Income Taxes
              ------------

              The company  uses the  liability  method of accounting  for income
              taxes  pursuant to Statement of Financial Accounting Standards No.
              109 "Accounting for Income Taxes".

              Basic Loss per Share
              --------------------

              The  company  reports  basic  loss per  share in  accordance  with
              Statement of Financial Accounting Standards No. 128, "Earnings Per
              Share".  Basic  loss per  share is  computed  using  the  weighted
              average  number of shares  outstanding  during the years.  Diluted
              loss per share has not been provided as it would be antidilutive.

              Fair Market Value of Financial Instruments
              ------------------------------------------

              The  carrying  values of cash and advance  receivable  approximate
              fair value because of the short maturity of those instruments.

Note 3        Advance Receivable
              ------------------

              The advance receivable, from a non-affiliated party, is unsecured,
              non-interest  bearing with no specific terms for  repayment.  This
              advance was provided for future  expenses to be incurred on behalf
              of the company.

              Subsequent  to December  31,  2000,  $912 was  utilized for travel
              ($648) and legal ($264).

Note 4        Organization Costs
              ------------------

<TABLE>
<CAPTION>

                                                  Accumulated                    Net Carrying Amounts
                                       Cost      Amortization      2000       1999       1998      1997       1996
                                       ----      ------------      ----       ----       ----      ----       ----
<S>                                  <C>       <C>               <C>       <C>        <C>        <C>       <C>

             Incorporation fees      $  1,000        $917          $83        $283       $483      $683       $883
                                     ========        ====          ===        ====       ====      ====       ====
</TABLE>


Note 5        Due to Related Party
              --------------------

              The  amount  due to  related  party  is due to a  director  of the
              company and is unsecured, non-interest bearing and has no specific
              terms for repayment.


<PAGE>

SMI PRODUCTS, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2000, 1999, 1998, 1997 and 1996-Page 3
(Stated in US Dollars)
--------------------


Note 6        Capital Stock
              -------------

              Authorized:

              25,000,000 common shares with a par value of $0.001.

Note 7        Deferred Tax Assets
              -------------------

              The Financial  Accounting  Standards Board issued Statement Number
              109 in Accounting  for Income Taxes ("FAS 109") which is effective
              for fiscal  years  beginning  after  December  15,  1992.  FAS 109
              requires the use of the asset and  liability  method of accounting
              of 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.

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

                                                                         Total
                                                                         -----
             Deferred Tax Assets
               Net operating loss carryforward                         $ 37,239
                                                                       ========
             Gross deferred tax assets                                 $ 37,239
             Valuation allowance for deferred tax asset                 (37,239)
                                                                       --------
                                                                       $      -
                                                                       ========

              The amount  taken into income as deferred  tax assets must reflect
              that portion of the income tax loss carryforwards  which is likely
              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.

Note 8        Income Taxes
              ------------

              No provision for income taxes has been provided in these financial
              statements  due to the net loss. At December 31, 1999, the company
              has net operating loss  carryforwards,  which expire commencing in
              2016 totalling approximately $37,239. The potential tax benefit of
              these  losses,  if any,  has not been  recorded  in the  financial
              statements.


<PAGE>

SMI PRODUCTS, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2000, 1999, 1998, 1997 and 1996-Page 4
(Stated in US Dollars)
--------------------


Note 9        New Accounting Standard
              -----------------------

              In March 1995,  Statement of Financial Accounting Standards No. 12
              ("SFAS-12")  "Accounting  for Impairment of long-lived  assets and
              for  long-lived  assets to be  disposed  of" was  issued.  Certain
              long-lived  assets  held  by the  company  must  be  reviewed  for
              impairment  whenever events or changes in  circumstances  indicate
              the  carrying   amount  of  an  asset  may  not  be   recoverable.
              Accordingly, the impairment loss is recognized in the period it is
              determined.  The company has adopted these standards and there was
              no  material  effect  on its  financial  position  or  results  of
              operations of the company from its adoption.

<PAGE>



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.


                   INDEMNIFICATION OF DIRECTORS AND OFFICERS


Our Articles of  Incorporation  and By laws provide that, to the fullest  extent
permitted by law, none of our directors or officers  shall be personally  liable
to us or our  shareholders  for  damages  for  breach  of any  duty  owed to our
shareholders  or us. Nevada law provides that a director  shall have no personal
liability  for any  statement,  vote,  decision  or  failure  to act,  regarding
corporate  management or policy by a director,  unless the director  breached or
failed to perform  the duties of a  director.  A company  may also  protect  its
officers and directors from expenses  associated with litigation arising from or
related to their duties,  except for  violations  of criminal law,  transactions
involving improper benefit or willful misconduct. Our By-laws contain provisions
                                                      -------
to indemnify the officers and directors of ours against any contingency or peril
as may be determined to be in our best interest and in conjunction therewith, to
procure, at our expense, policies of insurance.

<PAGE>


                  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION


The following table is an itemization of all expenses,  without consideration to
future contingencies,  incurred or expected to be incurred by our corporation in
connection with the issuance and distribution of the securities being offered by
this prospectus. Items marked with an asterisk (*) represent estimated expenses.
We have  agreed to pay all the  costs and  expenses  of this  offering.  Selling
Security Holders will pay no offering expenses.

 ITEM                                                    EXPENSE
 ----                                                    -------
  SEC Registration Fee                                 $      6.64
  Legal Fees and Expenses                              $  7,500.00
  Accounting Fees and Expenses                         $  1,500.00
  Miscellaneous*                                       $    993.36
                                                       ===========
  Total                                                $ 10,000.00


                    RECENT SALES OF UNREGISTERED SECURITIES

>From June 1996 through  December 2000, we issued 7,551,000 shares of our Common
Stock, par value, $.001 per share,  under exemptions from registration  provided
in Regulation S promulgated  under the Securities Act and/or Section 4(2) of the
Securities  Act of  1933,  as  amended.  No  underwriters  were  used  in  these
transactions, and no fees or commissions were paid to anyone.

In June 1996, we issued 1,000 shares of our common stock to our founder,  Philip
Herr, an "accredited"  investor,  for $100.00 cash and his duties as the founder
of the  company.  This  transaction  did not involve a public  offering  and was
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.
Subsequently,   the  company  approved  a  forward  split  of  the  total  1,000
outstanding  shares on a 5,000 for 1 basis,  resulting  in a total of  5,000,000
shares outstanding.

In February 2000, we issued  2,500,000  shares of our common stock at a price of
$.01 per share,  or aggregate  cash  proceeds of  $25,000.00.  This  transaction
involved 9 foreign purchasers and was exempt from registration pursuant to Regu-
lation S of the Securities Act of 1933, based on offshore transactions involving
all non-U.S.  persons in sales that took place  entirely  outside the U.S. These
were Category 3  transactions  under Rule 903, and  satisfied the  provisions of
Rule 903 (i) and (iii) by: implementing offering  restrictions;  making the sale
only to  non-U.S.  persons,  who  certified  same;  restricting  the  resale  to
transactions  done only in accordance with the provisions of Rules 901-905,  and
Preliminary  Notes;  imposing a restrictive  legend on the  securities;  and the
Company  agreeing by contract not to register any transfer not done  pursuant to
Regulation S.

This February 2000  transaction also involved 2 persons in the U.S., but did not
involve a public offering and was exempt from  registration  pursuant to Section
4(2) of the Securities Act of 1933.  Both of these  investors were  "accredited"
investors.

In October 2000, we issued 51,000 shares of our common stock for $.50 per share,
or aggregate cash proceeds of $25,500.  This transaction  involved 50 purchasers
and was exempt from registration  pursuant to Regulation S of the Securities Act
of 1933, based on offshore transactions involving all non-U.S.  persons in sales
that took place  entirely  outside the U.S.  These were Category 3  transactions
under  Rule 903,  and  satisfied  the  provisions  of Rule 903 (i) and (iii) by:
implementing offering  restrictions;  making the sale only to non-U.S.  persons,
who  certified  same;  restricting  the  resale  to  transactions  done  only in
accordance with the provisions of Rules 901-905, and Preliminary Notes; imposing
a restrictive legend on the securities; and the Company agreeing by contract not
to register any transfer not done pursuant to Regulation S.

EXHIBITS



Exhibit Number       Exhibit Description
--------------       -------------------

3.1                  Articles of Incorporation*

3.2                  Bylaws*

4                    Instrument Defining the Right of Holders - Share
                     Certificate*

5                    Legal Opinion*

24                   Consents of Experts (Amended)

* Previously filed with original SB-2, filed February 7, 2001.


<PAGE>


                                  UNDERTAKINGS

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



The undersigned Registrant undertakes:

1. To file,  during  any  period  in  which it  offers  or sells  securities,  a
   post-effective amendment to this registration statement to:

   a.  Include any prospectus required by Section 10(a)(3)of the Securities Act
       of 1933;

   b.  Reflect in the prospectus any facts or events which, individually or
       together, represent a  fundamental  change in the  information   in the
       registration  statement;

   c.  Include  any  additional  or  changed  material   information  on  the
       plan  of distribution.

2. That,  for  determining  liability  under the  Securities  Act, to treat each
   post-effective  amendment as a new  registration  statement of the securities
   offered,  and the offering of the  securities  at that time to be the initial
   bonafide offering.

3. To file a  post-effective  amendment to remove from  registration  any of the
   securities that remain unsold at the end of the offering.
                                               ------------


4. Insofar as indemnification  for liabilities  arising under the Securities Act
   of 1933 may be directors,  officers and controlling persons of the Registrant
   pursuant to the foregoing provisions,  or otherwise,  the Registrant has been
   advised that in the opinion of the  Securities  and Exchange  Commission  the
   indemnification  is against  public  policy as  expressed  in the Act and is,
   therefore, unenforceable.

5. In the event that a claim for indemnification against the liabilities,  other
   than the payment by the Registrant of expenses  incurred and paid by a direc-
   tor, officer or controlling person of the Registrant in the successfuldefense
   of any action,  suit or proceeding,  is asserted by the director,  officer or
   controlling person in connection with the securities being registered by this
   registration statement, will, unless in the opinion of its counsel the matter
   has been settled by controlling precedent, submit to a court of appropriate
   jurisdiction the question whether the indemnification by it is against public
   policy as expressed in the  Securities  Act and will be governed by the final
   adjudication of the issue.

6. For purposes of determining any liability under the Securities Act, the
   information  omitted  from  the  form of  prospectus  filed as part of this
   registration  statement  in reliance  upon Rule 430A and  contained in a form
   of prospectus  filed by the registrant  pursuant to Rule 424(b)(1) or (4) or
   497(h) under the  Securities  Act  shall be  deemed  to be a part of this
   Registration Statement as of the time it was declared effective.

7. For the purposes of determining  any liability under the Securities Act, each
   post-effective  amendment that contains a form of prospectus shall be deemed
   to be a new  registration  statement  relating to the securities  offered
   therein,  and the offering of such securities at that time shall be deemed to
   be the initial bona fide offering thereof.



<PAGE>


SIGNATURES


In  accordance  with  the  requirements  of  the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  of  filing  of Form  SB-2 and  authorized  this  registration
statement to be singed on its behalf by the undersigned, in the City of Houston,
State of Texas, on this 30th day of April, 2001.


                               SMI Products, Inc.



                                 By: /s/ JAMES CHARUK
                                     ----------------------------------
                                         James Charuk, President


Date: April 30, 2001




In  accordance  with  the  requirements  of the  Securities  act of  1933,  this
registration statement was signed by the following persons in the capacities and
on the dates stated.

/s/ JAMES CHARUK                               /s/ CYNTHIA CARTER
---------------------------                    ---------------------------------
    James Charuk                                    Cynthia Carter

    Title: President & Director              Title: Secretary, & Chief Executive
                                                    Officer
                                                    Treasurer, Chief Accounting
                                                    & Financial Officer &
                                                    Director

    Date:  April 30, 2001                  Date: April 30, 2001

</TEXT>
</DOCUMENT>
