UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE
SECURITIES AND EXCHANGE ACT OF 1934
Date
of
Report (Date of Earliest Event Reported): August 14,
2006
(August 11,
2006)
SMI
PRODUCTS, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
333-55166
|
88-0363465
|
|
(State
of Incorporation)
|
(Commission
File No.)
|
(IRS
Employer ID No.)
|
5000
Noeline Avenue, Encino, CA 91436
Address
of Principal Executive Offices
Zip
Code
(310)
739-3741
Registrant’s
Telephone Number, Including Area Code
3503
Cedar Locust, Sugarland, Texas 77479
Former
Address of Principal Executive Offices
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM
1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
Amended
and Restated Loan Agreements and Notes
Between
October 20, 2003 and July 31, 2005, SMI Products, Inc. (the “Company”) entered
into a series of Loan Agreements with certain of its stockholders (together,
the
“Noteholders”), with respect to approximately $89,316.32 in principal amount of
loans owed by the Company to them. The loans represent amounts advanced by
the
Noteholders for accounting, legal and other expenses of the Company. On August
11,
2006,
the Company and the Noteholders agreed to amend and restate the Loan Agreements
and to evidence the amounts due thereunder by convertible promissory notes
(“Notes”). The Notes bear interest at the rate of 2% per annum, are payable on
demand and are convertible into shares of the Company’s common stock.
This
brief description of the terms of the Notes is qualified by reference to the
provisions of those agreements, attached to this report as Exhibits 10.1 through
10.6.
Stock
Purchase Agreement
On
August
11,
2006,
the Company, the Noteholders, certain stockholders of the Company and
James
Charuk, the
record holder of 66.5%
of
the Company’s issued and outstanding common stock
(together, the “Sellers”), entered into a Stock Purchase Agreement (“Stock
Purchase Agreement”) with Fountainhead Capital Partners, Ltd. (the “Purchaser”),
pursuant to which the Sellers agreed to sell to the Purchaser the Notes and
5,551,000 shares of the Company’s common stock (the “Shares”) for a purchase
price (the “Purchase Price”), in the aggregate, of $637,500, plus the amount of
any cash or cash equivalents on the Company’s balance sheet as of the closing
(the “Closing”) of the transactions contemplated by the Stock Purchase
Agreement. The Shares represent approximately 73.5% of the issued and
outstanding capital stock of the Company calculated on a fully-diluted
basis.
The
Purchaser acquired the Notes and Shares and own the following percentage of
the
outstanding common stock of the Company:
|
Name
|
|
Number
of Shares
|
|
Principal
Amount of Notes
|
|
Percentage
of Registrant
|
|
Fountainhead
Capital Partners Limited
|
|
5,551,000
|
|
$89,316.32
|
|
73.5%
|
The
Purchaser used its working capital to acquire the Notes and the Shares. The
Purchaser did not borrow any funds to acquire the Notes or the Shares.
Prior
to
the Closing, the Purchaser was not affiliated with the Company. However, the
Purchaser will be deemed an affiliate of the Company after the Closing as a
result of its stock ownership interest in the Company.
This
brief description of the terms of the Stock Purchase Agreement is qualified
by
reference to the provisions of that agreement, attached to this report as
Exhibit 10.7.
Change
of Business Plan
From
and
after the Closing, the Company will no longer engage in the business of
providing consulting services to other businesses. Instead, the Company’s
business plan will now consist of exploring potential targets for a business
combination with the Company through a purchase of assets, share purchase or
exchange, merger or similar type of transaction. Except as contemplated by
the
Stock Purchase Agreement and except as otherwise expressly described herein,
neither the Purchaser nor the Company have any specific plans or proposals
at
this time which relate to or would result in: (a) the acquisition by any person
of additional securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation , involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or of any of its subsidiaries; (d) any change in the
present board of directors or management of the Company, including any plans
or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization
or
dividend policy of the Company; (f) any other material change in the Company's
business or corporate structure; (g) changes in the Company's charter, bylaws
or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any other person; (h) causing a class
of
securities of the Company to be delisted from a national securities exchange
or
to cease to be authorized to be quoted in an inter-dealer quotation system
of a
registered national securities association; (i) a class of equity securities
of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Act; or (j) any similar action to those
enumerated above.
ITEM
3.02 UNREGISTERED
SALES OF EQUITY SECURITIES
See
response to Item 1.01.
ITEM
5.01 CHANGES
IN CONTROL OF REGISTRANT
See
response to Item 1.01.
ITEM
5.02 DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
Resignation
and Appointment of Director.
In
connection with the Stock Purchase Agreement, on August 11,
2006,
James Charuk, being the sole member of the board of directors of the Company,
tendered his resignation as a director of the Company, effective automatically
as of the tenth day following the mailing to the stockholders of the Company
of
an information statement that complies with the requirements of Rule 14f-1.
There was no disagreement between the resigning director and the Company at
the
time of his resignation.
On
August
11,
2006,
the Company also appointed Geoffrey
Alison
as a
member of the board of directors, effective immediately.
Resignation
and Appointment of Executive Officer.
On
August
11,
2006,
Mr.
Charuk
also tendered his resignation as the president, treasurer and secretary of
the
Company, effective immediately.
Following
the resignation of Mr. Charuk as president, treasurer and secretary, the board
of directors of the Company elected Geoffrey
Alison
as the
president, treasurer and secretary of the Company, effective as of August 11,
2006. The Company and the newly appointed officer have not entered into any
arrangement regarding the payment of compensation for acting as an officer
or
director of the Company.
Geoffrey
Alison, 32, was appointed to the board of directors and as President, Treasurer
and Secretary of the Company on August 11,
2006
upon the effectiveness of the resignation of Mr. Charuk from such positions
in
connection with the change of control transaction described in this report.
Since January 2005, Mr. Alison has served as a director of Cape Coastal Trading
Corporation. Mr. Alison has been registered with the National Association of
Securities Dealers since 1999 and has worked as a General Securities Principal
in for various securities firms including Stock USA, Inc (January 1999 - October
2001) and Assent, LLC (November 2001 - August 2004). From September 2004 through
the present date, Mr. Alison has been a registered General Securities Principal
with ECHOtrade, a Philadelphia Exchange member firm, as a securities trader
for
his own capital and benefit. From August 2003 through January 2005, he served
as
Chief Financial Officer, Secretary and a director of Intrac, Inc. (OTCBB:ITRD).
In October, 2002, Mr. Alison co-created Greenvest Industries, Inc. which
manufactures pet products under the brand name Happy Tails Pet Beds. Mr. Alison
is currently President and CEO of Greenvest Industries, Inc.
Mr.
Alison expects to spend approximately five hours per month on the Company’s
business and affairs.
ITEM
9.01. FINANCIAL
STATEMENTS AND EXHIBITS
|
Number
|
|
Description |
|
10.1
|
|
Amended
and Restated Loan Agreement and Convertible Promissory Note, dated
as of
August 11,
2006 by and between SMI Products, Inc. and Liessa
McNabb.
|
|
10.2
|
|
Amended
and Restated Loan Agreement and Convertible Promissory Note, dated
as of
August 11,
2006 by and between SMI Products, Inc. and Robert
E. Jeffery.
|
|
10.3
|
|
Amended
and Restated Loan Agreement and Convertible Promissory Note, dated
as of
August 11,
2006 by and between SMI Products, Inc. and Armor
Capital Fund.
|
|
10.4
|
|
Amended
and Restated Loan Agreement and Convertible Promissory Note, dated
as of
August 11,
2006 by and between SMI Products, Inc. and Hope
McNabb.
|
|
10.5
|
|
Amended
and Restated Loan Agreement and Convertible Promissory Note, dated
as of
August 11,
2006 by and between SMI Products, Inc. and Darwin
Forer.
|
|
10.6
|
|
Amended
and Restated Loan Agreement and Convertible Promissory Note, dated
as of
August 11,
2006 by and between SMI Products, Inc. and James
Charuk.
|
|
10.7
|
|
Stock
Purchase Agreement, dated as of August 11,
2006 by and among SMI Products, Inc., James Charuk, Rocky
McNabb and Fountainhead
Capital Partners, Ltd.
|
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Company
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
August 14,
2006
SMI
PRODUCTS, INC.
/s/
Geoffrey
Alison
Geoffrey
Alison
President,
Treasurer and Secretary
EXHIBIT
INDEX
|
Number
|
|
Description |
|
10.1
|
|
Amended
and Restated Loan Agreement and Convertible Promissory Note, dated
as of
August 11,
2006 by and between SMI Products, Inc. and Liessa
McNabb.
|
|
10.2
|
|
Amended
and Restated Loan Agreement and Convertible Promissory Note, dated
as of
August 11,
2006 by and between SMI Products, Inc. and Robert
E. Jeffery.
|
|
10.3
|
|
Amended
and Restated Loan Agreement and Convertible Promissory Note, dated
as of
August 11,
2006 by and between SMI Products, Inc. and Armor
Capital Fund.
|
|
10.4
|
|
Amended
and Restated Loan Agreement and Convertible Promissory Note, dated
as of
August 11,
2006 by and between SMI Products, Inc. and Hope
McNabb.
|
|
10.5
|
|
Amended
and Restated Loan Agreement and Convertible Promissory Note, dated
as of
August 11,
2006 by and between SMI Products, Inc. and Darwin
Forer.
|
|
10.6
|
|
Amended
and Restated Loan Agreement and Convertible Promissory Note, dated
as of
August 11,
2006 by and between SMI Products, Inc. and James
Charuk.
|
|
10.7
|
|
Stock
Purchase Agreement, dated as of August 11,
2006 by and among SMI Products, Inc., James Charuk, Rocky
McNabb and Fountainhead
Capital Partners, Ltd.
|