SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter ended June 30, 2004
Commission File Number: 333-55166
SMI PRODUCTS, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
Nevada 88-0363465
_______________________ ____________________________________
(State of organization) (I.R.S. Employer Identification No.)
3503 Cedar Locust
Sugarland, TX 77479
________________________________________
(Address of principal executive offices)
(713) 265-8660
_________________________________________________
Registrants telephone number, including area code
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months and (2) has been
subject to such filing requirements for the past 90 days. Yes [x]
Securities registered under Section 12(g) of the Exchange Act:
There are 7,551,000 shares of common stock outstanding as of June 30, 2004
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
ITEM 2 MANAGEMENT'S DISCUSSION OF OPERATIONS AND
FINANCIAL CONDITION
PART II OTHER INFORMATION
ITEM 7 SIGNATURES
ITEM 1 FINANCIAL STATEMENTS
SMI PRODUCTS, INC.
(A Development Stage Company)
INTERIM FINANCIAL STATEMENTS
June 30, 2004
(Stated in US Dollars)
(Unaudited)
SMI PRODUCTS, INC.
(A Development Stage Company)
INTERIM BALANCE SHEETS
June 30, 2004 and December 31, 2003
(Stated in US Dollars)
(Unaudited)
June 30, December 31,
2004 2003
________ ____________
ASSETS
Current
Cash $ 3,545 $ 1,079
======== ========
LIABILITIES
Current
Accounts payable and accrued liabilities $ 2,618 $ 4,802
Loans payable 46,963 36,963
________ ________
49,581 41,765
________
STOCKHOLDERS' DEFICIENCY
Common stock, $0.001 par value
100,000,000 shares authorized,
7,551,000 shares issued (December 31, 2003: 7,551,000) 7,551 7,551
Additional paid-in capital 43,049 43,049
Deficit accumulated during the development stage (96,636) (91,286)
________ _______
(46,036) (40,686)
________ _______
$ 3,545 $ 1,079
======== =======
SEE ACCOMPANYING NOTES
SMI PRODUCTS, INC.
(A Development Stage Company)
INTERIM STATEMENTS OF OPERATIONS
for the three and six month periods ended June 30, 2004 and 2003
and from June 17, 1996 (Date of Inception) to June 30, 2004
(Stated in US Dollars)
(Unaudited)
June 17, 1996
(Date of
Three months ended Six months ended Inception) to
June 30, June 30, June 30,
2004 2003 2004 2003 2004
__________ __________ __________ __________ _____________
Revenue $ - $ - $ - $ - $ 13,668
__________ __________ __________ __________ ________
Expenses
Amortization - - - - 1,000
Audit and accounting fees 1,214 928 2,693 3,578 29,388
Business plan - - - - 10,114
Consulting - 3,470 - 3,470 23,348
Filing and legal 584 1,534 1,133 1,534 12,597
Marketing - - - - 10,905
Office and miscellaneous 774 145 795 470 5,548
Promotion and entertainment - - - - 3,500
Transfer agent fees 304 891 729 1,633 6,368
Travel - - - - 648
Website costs - - - - 9,080
__________ __________ __________ __________ ________
2,876 6,968 5,350 10,685 112,496
__________ __________ __________ __________ ________
Loss before the following: (2,876) (6,968) (5,350) (10,685) (98,828)
Write-off of accounts payable - - - - 2,192
__________ __________ __________ __________ ________
Net loss for the period $ (2,876) $ (6,968) $ (5,350) $ (10,685) $(96,636)
========== ========== ========== ========== ========
Basic loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
Weighted average shares
outstanding 7,551,000 7,551,000 7,551,000 7,551,000
========== ========== ========== ==========
SEE ACCOMPANYING NOTES
SMI PRODUCTS, INC.
(A Development Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
for the six month period ended June 30, 2004 and 2003
and June 17, 1996 (Date of Inception) to June 30, 2004
(Stated in US Dollars)
(Unaudited)
June 17, 1996
(Date of
Six months ended Inception) to
June 30, June 30,
2004 2003 2004
_______ ________ _____________
Operating Activities
Net loss for the period $(5,350) $(10,685) $(96,636)
Adjustments to reconcile net loss to net cash
used in operating activities
Accounts payable and accrued liabilities (2,184) ( 4,154) 2,618
Amortization - - 1,000
_______ ________ ________
Net cash used in operating activities (7,534) ( 14,839) ( 93,018)
_______ ________ ________
Investing Activity
Organization costs - - (1,000)
_______ ________ ________
Net cash used in investing activity - - (1,000)
_______ ________ ________
Financing Activities
Common stock issued for cash - - 50,600
Loans payable 10,000 14,849 46,963
_______ ________ ________
Net cash provided by financing activities 10,000 14,849 97,563
_______ ________ ________
Net increase in cash 2,466 10 3,545
Cash, beginning of the period 1,079 25 -
_______ ________ ________
Cash, end of the period $ 3,545 $ 35 $ 3,545
======= ======== ========
Supplemental disclosure of cash flow
information
Cash paid for:
Interest $ - $ - $ -
======= ======== ========
Income taxes $ - $ - $ -
======= ======== ========
SEE ACCOMPANYING NOTES
SMI PRODUCTS, INC.
(A Development Stage Company)
INTERIM STATEMENT OF STOCKHOLDER'S DEFICIENCY
from the period June 17, 1996 (Date of Inception) to June 30, 2004
(Stated in US Dollars)
(Unaudited)
Deficit
Accumulated
During the
Number Contributed Development
of Shares Amount Surplus Stage Total
_________ ______ ___________ ___________ _______
Issued for services
- at $0.00002 5,000,000 $ 1 $ 99 $ - $ 100
Net loss for the period - - - (117) (117)
_________ ______ _______ ________ ________
Balance, December 31, 1996 5,000,000 1 99 (117) (17)
Net loss for the year (200) (200)
_________ ______ _______ ________ ________
Balance, December 31, 1997 5,000,000 1 99 (317) (217)
Net loss for the year (200) (200)
_________ ______ _______ ________ ________
Balance, December 31, 1998 5,000,000 1 99 (517) (417)
Net loss for the year (200) (200)
_________ ______ _______ ________ ________
Balance, December 31, 1999 5,000,000 1 99 (717) (617)
Stock split - 4,999 (4,999) - -
Issued for cash - at $0.01 2,500,000 2,500 22,500 - 25,000
- at $0.50 51,000 51 25,449 - 25,500
Net loss for the year - - - (36,522) (36,522)
_________ ______ _______ ________ ________
Balance, December 31, 2000 7,551,000 7,551 43,049 (37,239) 13,361
Net loss for the year - - - (22,303) (22,303)
_________ ______ _______ ________ ________
Balance, December 31, 2001 7,551,000 7,551 43,049 (59,542) (8,942)
Net loss for the year - - - (15,587) (15,587)
_________ ______ _______ ________ ________
Balance, December 31, 2002 7,551,000 7,551 43,049 (75,129) (24,529)
Net loss for the year - - - (16,157) (16,157)
_________ ______ _______ ________ ________
Balance, December 31, 2003 7,551,000 7,551 43,049 (91,286) (40,686)
Net loss for the period - - - (5,350) (5,350)
_________ ______ _______ ________ ________
Balance, June 30, 2004 7,551,000 $7,551 $43,049 $(96,636) $(46,036)
========= ====== ======= ======== ========
The number of shares issued and outstanding has been restated to give
retroactive effect for a forward stock split on a five thousand for one basis
approved by the shareholders on January 15, 2000. The par value and contributed
surplus were adjusted during the year ended December 31, 2000 to adjust the par
value amount in conformity with the number of shares then issued.
SEE ACCOMPANYING NOTES
SMI PRODUCTS, INC.
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
June 30, 2004
(Stated in US Dollars)
(Unaudited)
NOTE 1 NATURE AND CONTINUANCE OF OPERATIONS
The Company was incorporated in the State of Nevada on June 17,
1996.
The Company is in the development stage and is in the business of
internet real estate mortgage services. The Company has developed
a website and is in the pre-operating stage. The Company has
earned revenue from website advertising and is continuing to
develop its revenue model.
These financial statements have been prepared on a going concern
basis. The Company has accumulated losses of $96,636 since
inception and has a working capital deficiency of $46,036 at June
30, 2004. 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, 2004 by the continued development of its internet
real estate mortgage services. In addition, the Company's capital
requirements during the year ended December 31, 2004 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 BASIS OF PRESENTATION
The accompanying unaudited interim financial statements have been
prepared by SMI Products, Inc. (the "Company") pursuant to the
rules and regulations of the United States Securities and Exchange
Commission. Certain information and disclosures normally included
in annual financial statements prepared in accordance with
accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, all adjustments and
disclosures necessary for a fair presentation of these financial
statements have been included. Such adjustments consist of normal
recurring adjustments. These interim financial statements should
be read in conjunction with the annual audited financial
statements for the Company for the fiscal year ended December 31,
2003, as filed with the United States Securities and Exchange
Commission.
The results of operations for the period ended June 30, 2004 are
not indicative of the results that may be expected for the full
year.
NOTE 3 REVENUE RECOGNITION
Revenue from advertising is recognized when earned, upon receipt
of a non-cancellable contract and collection is reasonably
assured.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS
DESCRIPTION OF BUSINESS
SMI Products Inc., the "Company" has commenced mortgage information service
operations on the Internet. The Company filed and registered a domain name and
has developed a website with information services related to the mortgage
industry. There can be no assurance that the Company will be successful in
developing its operations in this area to the point of generating revenues or
profits.
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 estimated and analysis accurately reflect our
opportunities and potential for success. Competitive and economic forces make
forecasting of revenue and costs difficult and unpredictable.
BUSINESS DEVELOPMENT
The Company was 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
The Company's website is currently under review and reconstruction. To date, the
company has been unsuccessful in its business operation.
Our web site provides information to visitors about different mortgages. The
site offers both free information services, as well as "subscribed for" member
services. The free information services include: a daily mortgage commentary; a
listing of the top online mortgage companies; and the daily top news headlines
and stories for the mortgage and real estate industry.
The subscribed for services include: a glossary of terms and frequently asked
questions for the mortgage and real estate industry; mortgage calculators; an
interest rate survey empowering individuals to make a more informed mortgage
decision; and rate alert, a feature which allows the subscriber to set the rate
and points they want, then be notified when the rate and points reach the level
desired.
Visitors who wish to subscribe for the member services will pay an annual
subscription fee of $49.95 per year, which allows them to use the member
services on our site for one year from the subscription date. Each subscriber
will be granted a password for entry into the member services section of our
website. The Company plans to charge this fee to the subscriber's credit or
debit card.
The Company plans to process all orders by on line credit card or cyber cash
systems. The Company currently has developed a relationship to process online
orders. In addition, The Company researched the needs of our planned website
functions and the fees associated with the services needed to fulfill those
needs.
Our site content will consist of information relating to the mortgage industry.
In the future, the Company may plan to provide interest rate information by
geographic area. A portion of the information available on our website may be
available free of charge at other locations; however, The Company intends to
develop more expansive information than that available free of charge.
Applying for a mortgage can be a confusing, tedious and intrusive experience for
homebuyers, especially first-time homebuyers. The Company plans to demystify the
mortgage loan process by providing more expansive information to familiarize
persons interested in mortgages.
The Company plans to establish our market through e-mail advertising. The
Company has not conducted any market testing to determine prospective
advertisers on our website. Visitors will be able to obtain information
twenty-four hours per day, seven days per week through the website. The Company
also plans to sell advertising on our website to banks, mortgage brokers,
builders, land appraisers, surveyors, inspectors, title companies and real
estate brokers. The Company has not developed criteria for pricing of the
advertising space; however, The Company anticipates pricing will be based upon
advertisement size, web page placement, content requirements, contract duration
and other factors. The Company currently has no advertisers.
The Company plans to classify lenders' advertisements by loan products they each
offer.
The Company plans to seek lender advertisers that have a variety of products
including full disclosure loans that require verification of income, assets,
credit, source of funds, employment and residence history, based solely on the
borrower's credit history and the loan to value ratios without any further
documentation. The Company also plans to attract advertisers who offer programs
for borrowers with previous credit blemishes and those offering sub-prime loans.
The process of applying for a mortgage may be an invasive and foreign process.
The Company believes it can take the mystique out of the process by
familiarizing the borrower with required steps to obtain a mortgage.
DISTRIBUTION
The Company plans to deliver services through our website. As of this date, the
Company has an Internet service provider, web site developer and a basic web
site, all of which will be necessary to execute our plan of business.
NEW PRODUCTS OR SERVICES
The Company currently has no new products or services announced or planned to be
announced to the public.
COMPETITIVE BUSINESS CONDITIONS
The conventional method of obtaining mortgage information, for at least the past
fifty years, has been through personal contact with mortgage brokers or lenders,
commercial banks, savings and loan associations, credit unions and insurance
companies. The public has been reticent to try new vehicles or formats through
which they would receive mortgage information. Despite the convenience of
information offered over the Internet, including at our website, many consumers
will view conventional methods of obtaining this information more convenient and
offering better customer service. The Company believes that conventional methods
will continue to be a prime source of competition, along with the many other
Internet based mortgage information and service sites.
COMPETITORS
Our main, existing and potential competitors for real estate professionals and
service providers, homebuyers, homeowners, sellers and renters and related
content include:
- 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.
- 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, E-Loan, Alliance Mortgage, FiNet.com, MortgageIT.com, First
Union, GMAC Mortgage, ditech.com, SFNB, Nexstar, Regions Mortgage,
LoanSurfer.com
- 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 ourselves as
one of the leading online interactive mortgage/financing magazine offering an
all in one "ONE STOP MORTGAGE SHOP" for consumers interested in information on
financing or refinancing their home regionally and nationally. We intend to
serve as a content aggregator for related information on the Internet, an
unbiased comprehensive information source, as well as marketplace and
facilitator for mortgage financings, loans and other services related to the
home real estate industry. Our objective is to provide a service that helps the
consumer cut through the often perceived clutter, confusion and noise of the
marketplace and help them confidently and quickly find a loan or information
that meets their goals and fits their lifestyle. We will attempt to brand
mortgagecommunicator.com as the consumer's partner in his or her search for
mortgages and related information. We will attempt to provide consumers with a
one stop shopping destination where they can access information and decision
support tools, such as mortgage calculators and finance worksheets, information
concerning the home buying and selling process and features that aid users in
evaluating the home mortgage decision to assist them in deciding to buy or
finance a home. By attempting to provide specialized information services and
tools for consumers, we will seek to differentiate ourselves from other
competing service offerings. However, we have no assurance we will be successful
in differentiating ourselves from our competitors, or that we will be successful
in competing in the marketplace for our services. By offering a specialized
mortgage information service we will be targeting those consumers that are
looking for such. We believe that consumers will pay for a service that is
specialized, unbiased, and comprehensive and a service that helps them cut
through the perceived clutter, confusion and noise of the marketplace and help
them confidently and quickly find a loan or information that meets their goals
and fits their lifestyle.
SOURCES AND AVAILABILITY OF RAW MATERIALS
As of this date, the Company no need for raw materials or suppliers.
CUSTOMER BASE
As of this date, the Company has no customers. It is not clear whether the
Company will be able to establish a customer base in the future
INTELLECTUAL PROPERTY
The Company does not have any trademarks, patents, licenses, royalty agreements,
or other proprietary interest, except for the web domain name
mortgagecommunicator.com
GOVERNMENTAL REGULATION ISSUES
The Company is not now affected by direct government regulation. However, the
Company is affected by laws, rules and regulations directly applicable to access
to or commerce on the Internet generally. However, due to increasing usage of
the Internet, a number of laws and regulations may be adopted relating to the
Internet, covering user privacy, pricing, and characteristics and quality of
products and services. Furthermore, the growth and development for Internet
commerce may prompt more stringent consumer protection laws imposing additional
burdens on those companies conducting business over the Internet. The adoption
of any additional laws or regulations may decrease the growth of the Internet,
which, in turn, could decrease the demand for Internet services and increase the
cost of doing business on the Internet. These factors may have an adverse effect
on our business, results of operations and financial condition.
Moreover, the interpretation of sales tax, libel and personal privacy laws
applied to Internet commerce is uncertain and unresolved. The Company may be
required to qualify to do business as a foreign corporation in each such state
or foreign country. Our failure to qualify as a foreign corporation in a
jurisdiction where The Company is required to do so could subject us to taxes
and penalties. Any such existing or new legislation or regulation, including
state sales tax, or the application of laws or regulations from jurisdictions
whose laws do not currently apply to our business, could have a material adverse
effect on our business, results of operations and financial condition.
RESEARCH AND DEVELOPMENT
To date, the Company has not undergone any research and development, except that
required to put up our website.
ENVIRONMENTAL LAW COMPLIANCE
To the extent which environmental compliance may be necessary, the Company does
not anticipate any significant compliance expense.
EMPLOYEES
The Company currently has one employee, James Charuk, our president and a
director, who works for our corporation part-time. The Company has no employment
contracts and our employee is not a union member or affected by labor contracts.
RISK FACTORS
The Company's business and any investment in its securities is subject to a
number of risks which, in addition to ordinary business risks include the
following:
MARKET INFORMATION
In June 2002 our common stock commenced trading on the OTC Bulletin Board,
N.A.S.D., under the symbol SMIP. On April 21, 2004 the Company has increased
authorized stock capital to 100,000,000 with $0.001 par value. As of June 30,
2004, there are 7,551,000 common shares of stock outstanding.
REPORTS TO SECURITY HOLDERS.
We are a reporting company under the requirements of the Exchange Act and file
quarterly, annual and other reports with the Securities and Exchange Commission.
Our annual report contains the required audited financial statements. We are not
required to deliver an annual report to security holders and will not
voluntarily deliver a copy of the annual report to the security holders. The
reports and other information filed by us will be available for inspection and
copying at the public reference facilities of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549.
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. We are unable to satisfy cash requirements
without management's financial support or other funding.
We generated no revenue for the six months period ended June 30, 2004, as
compared to $0 for the six months period ended June 30, 2003. 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 make a loan to the Company when we require funds. In this
event, we will be required to seek loans and/or equity funding from third
parties, and there is no assurance we will be able to do so.
Total operating expenses for the six months ended June 30, 2004 were $5,350.
This represents a decrease of $5,335 in total operating expenses from the
comparable six months period ended June 30, 2003, when we recorded total
operating expenses of $10,685. The principal operating expenses for the period
ended June 30, 2004 were related to audit and accounting fees ($2,693), filing
fees ($1,133) and office and miscellaneous fees ($795).
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.
Our future capital requirements will also depend on one or more of the following
factors:
- market acceptance of our services;
- the extent and progress of our research and development programs;
- competing technological and market developments; and
- the costs of commercializing our services.
There can be no assurance that funding will be available on favorable terms to
permit successful commercialization of our website or be successful in our
business operations.
In addition, we have no credit facility or other committed sources of capital.
We may be unable to establish credit arrangements on satisfactory terms, if at
all. If capital resources are insufficient to meet our future capital
requirements, we may have to raise additional funds to continue development of
our website. There can be no assurance that the funds will be available on
favorable terms, if at all.
To the extent that additional capital is raised through the sale of equity
and/or convertible debt securities, the issuance of the securities will likely
result in dilution to our shareholders.
Until such time as our website is fully developed, we do not expect to have any
significant revenues from our operations. We anticipate that if our website
becomes fully operational, we will generate revenues from the sale of
subscriptions to the website and though the sale of advertisements. There is no
assurance that we will be successful in selling subscriptions or advertising for
our website. We have no other sources of revenue. Therefore,, if we are not
successful in this regard, we will be unable to achieve revenues under our
current business plan.
PART II OTHER INFORMATION
ITEM 7. SIGNATURES
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SMI PRODUCTS, INC.
Date: August 13, 2004 By:/s/ JAMES CHARUK
________________________________
James Charuk,
President, Chairman and Director