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 March 31, 2005


                        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 March 31, 2005




                                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

                                 March 31, 2005

                             (Stated in US Dollars)

                                   (UNAUDITED)








                             SEE ACCOMPANYING NOTES
                               SMI PRODUCTS, INC.
                          (A Development Stage Company)
                             INTERIM BALANCE SHEETS
                      March 31, 2005 and December 31, 2004
                             (Stated in US Dollars)
                                   (UNAUDITED)

                                                   ASSETS                        March 31,         December 31,
                                                   
                                                                                  2005                2004
                                                                                  ----                ----
                                                                                             
Current
   Cash                                                                     $          2,846    $            635
                                                                             ===============     ===============
               
                                                   LIABILITIES
Current
   Accounts payable                                                         $          4,534    $          7,400
   Loans payable                                                                      62,469              51,998
                                                                             ---------------     ---------------                
                                                                                      67,003              59,398
                                                                             ---------------     --------------- 
               
                                            STOCKHOLDERS' DEFICIENCY
Common stock, $0.001 par value
   25,000,000 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                               (     114,757)           (109,363)
                                                                             ---------------     ---------------                
                                                                               (      64,157)      (      58,763)
                                                                             ---------------     ---------------                
                                                                            $          2,846    $            635
                                                                             ===============     ===============



                                                SEE ACCOMPANYING NOTES







                               SMI PRODUCTS, INC.
                          (A Development Stage Company)
                        INTERIM STATEMENTS OF OPERATIONS
               for the three months ended March 31, 2005 and 2004
          and from June 17, 1996 (Date of Inception) to March 31, 2005
                             (Stated in US Dollars)
                                   (UNAUDITED)


                                                                                                 June 17, 1996
                                                                                                   (Date of
                                                                                                 Inception) to
                                                             Three months ended March 31,          March 31,
                                                               2005               2004                2005
                                                               ----               ----                ----

                                                                                                   
Revenue                                                 $              -   $              -    $         13,668
                                                         ---------------    ---------------     ---------------
                                                                                          
Expenses
   Audit and accounting fees                                       1,787              1,479              36,366
   Business plan                                                       -                  -              10,114
   Consulting fees                                                     -                  -              23,348
   Filing and legal fees                                             965                549              18,674
   Marketing                                                           -                  -              10,905
   Office and miscellaneous                                        2,260                 21              10,443
   Organization costs                                                  -                  -               1,000
   Promotion and entertainment                                         -                  -               3,500
   Transfer agent fees                                               381                425               7,438
   Travel                                                              -                  -                 648
   Website costs                                                       -                  -               9,080
                                                         ---------------    ---------------     --------------- 
                                                                                          
                                                                   5,394              2,474             131,517
                                                         ---------------    ---------------     ---------------
                                                                                           
Loss before the following:                                 (       5,394)    (        2,474)      (    117,849)
Write-off of accounts payable                                          -                  -              2,192
Write-off of accounts payahle                                          -                  -                900
                                                         ---------------    ---------------     --------------- 
                                                                                          
Net loss                                                $  (       5,394)  $ (        2,474)   $  (     114,757)
                                                         ===============    ===============     ===============  
                                                                                         
Basic loss per share                                    $  (        0.00)  $ (         0.00)
                                                         ===============    =============== 
                                                                    
Weighted average shares outstanding                            7,551,000          7,551,000
                                                         ===============    ===============    



                             SEE ACCOMPANYING NOTES







                               SMI PRODUCTS, INC.
                          (A Development Stage Company)
                          INTERIM STATEMENTS CASH FLOWS
               for the three months ended March 31, 2005 and 2004
          and from June 17, 1996 (Date of Inception) to March 31, 2005
                             (Stated in US Dollars)
                                   (UNAUDITED)

                                                                                                   June 17, 1996
                                                                                                     (Date of
                                                                                                   Inception) to
                                                              Three months ended March 31,           March 31,
                                                                 2005               2004               2005
                                                                 ----               ----               ----
                                                                                          
Cash flows used in operating activities
  Net loss                                                $   (       5,394) $   (       2,474) $   (     114,757)
  Adjustment to reconcile net loss to net cash
   used in operations
   Amortization                                                           -                  -              1,000
   Accounts payable                                           (       2,866)                48              4,525
                                                            ---------------    ---------------    ---------------
Net cash used in operating activities                         (       8,260)     (       2,426)    (      109,223)
                                                            ---------------    ---------------    ---------------
Cash flow used in investing activity
   Organization costs                                                     -                  -     (        1,000)
                                                            ---------------    ---------------    ---------------
Net cash used in investing activity                                       -                  -     (        1,000)
                                                            ---------------    ---------------    ---------------
Cash flows provided by financing activities
   Common stock issued for cash                                           -                  -             50,600
   Loan payable                                                      10,471             10,000             62,469
                                                            ---------------    ---------------    ---------------
Net cash provided by financing activity                              10,471             10,000            113,069
                                                            ---------------    ---------------    ---------------
Net increase in cash                                                  2,211              7,574              2,846

Cash, beginning of period                                               635              1,079                  -
                                                            ---------------    ---------------    --------------- 
Cash, end of period                                       $           2,846  $           8,653  $           2,846
                                                            ===============    ===============    =============== 
                                                                                             
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 STOCKHOLDERS'
                 DEFICIENCY from the period June 17, 1996 (Date
                         of Inception) to March 31, 2005
                             (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 period                            -                -                 -     (     16,157)     (     16,157)
                                          ----------   --------------    --------------   --------------    --------------
                                                                                                        
Balance, December 31, 2003                 7,551,000            7,551            43,049     (     91,286)     (     40,686)
Net loss for the period                            -                -                 -     (     18,077)     (     18,077)
                                          ----------   --------------    --------------   --------------    --------------
                                                                                                        
Balance, December 31, 2004                                                                              
Net loss for the period                    7,551,000  $         7,551   $        43,049  $  (    109,363)  $  (     58,763)
                                                                    -                 -     (      5,394)     (      5,394)
                                          ----------   --------------    --------------   --------------    --------------
               
Balance, March 31, 2005                    7,551,000            7,551            43,049     (    114,757)     (     64,157)
                                          ==========   ==============    ==============   ==============    ==============


    
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
                                 March 31, 2005
                             (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  $114,757  since
              inception and has a working capital deficiency of $64,157 at March
              31, 2005.  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, 2005 by the  continued  development  of its internet
              real estate mortgage services. In addition,  the Company's capital
              requirements  during  the year  ended  December  31,  2005 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,
              2004,  as filed with the United  States  Securities  and  Exchange
              Commission.

              The results of operations  for the period ended March 31, 2005 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:

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 three  months  period ended March 31, 2005,  as
compared to $0 for the three months period ended March 31, 2004. We  anticipate,
but  have  no  assurance,  that we  will  meet  our  cash  requirements  for the
foreseeable future through the financial support of our management. Management's
capital  contributions will be accomplished  through interest bearing promissory
notes between our company and management.  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 three months ended March 31, 2005 were $5,394
This  represents  a  increase  of $2,920 in total  operating  expenses  from the
comparable  three months  period ended March 31,  2004,  when we recorded  total
operating  expenses of $2,474.  The principal  operating expenses for the period
ended March 31, 2005 were related to audit and  accounting  fees $1,788,  office
and miscellaneous fees $2,260, filing fees $965 and transfer agent fees $381.

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: May 13, 2005                       By:/s/ JAMES CHARUK
                                          ------------------------------
                                          James Charuk,
                                          President, Chairman and Director