---

UNITED STATESSECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2010

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from
______________to________________

Commission file number 033-28188

STRATEGIC INTERNET INVESTMENTS, INCORPORATED(Exact name of registrant as specified in its charter)

|Delaware                                                             | 84-1116458                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|Nisar Square, Benyas Centre Office No. 207                           |                                     
|P.O. Box 40088                                                       |                                     
|Dubai, United Arab Emirates                                          | N/A                                 
|(Address of principal executive offices)                             | (Zip Code)                          

Registrants telephone number, including area code 009 714
223 1189Securities registered under Section 12(b) of the Act:

|None                | N/A                                      
|------------------- | -----------------------------------------
|Title of each class | Name of each exchange on which registered

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

Indicate by checkmark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [x]

Indicate by checkmark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [x]

Indicate by checkmark whether the registrant has (1) filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [x] No [ ]

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Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [ ] No [ ]

Indicate by checkmark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§
229.405 of this chapter) is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [x]

Indicate by checkmark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer,
"accelerated filer and "smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer [ ] | (Do not check if a smaller reporting
      company) | Accelerated filer [ ]
|--------------------------- | --------------------------------------------------- | ---------------------
|                            |                                                    
|Non-accelerated filer [ ]   | Smaller reporting company [x]                      

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). 
Yes [x] No [ ]

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrants most recently
completed second fiscal quarter: $178,252 based on a price of $0.01 per
share, being the price the common equity last sold on May 7, 2010 as quoted on
the OTC Bulletin Board.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS:

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. Yes [ ] No [ ] N/A

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date.
27,610,326common shares issued and outstanding as of March 31,
2011.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1980). Not Applicable

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PART I

Forward Looking Statements.

This annual report contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as "may, "should,
"expects, "plans, "anticipates, "believes, "estimates, "predicts,
"potential or "continue or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled "Risk Factors and the risks set out below, any of which may cause our
or our industrys actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements. These risks include, by way of example and not in
limitation:

- results of initial feasibility, pre-feasibility and feasibility studies,
  and the possibility that future real estate development results will not be
  consistent with our expectations;
- real estate development risks, including risks related to accidents,
  equipment breakdowns, labour disputes or other unanticipated difficulties or
  interruptions in development construction;
- the potential for delays in development activities or the completion of
  feasibility studies;
- risks related to the inherent uncertainty of cost estimates and the
  potential for unexpected costs and expenses;
- risks related to commodity price fluctuations;
- the uncertainty of profitability based upon our history of losses;
- risks related to failure to obtain adequate financing on a timely basis and
  on acceptable terms for our planned development projects;
- risks related to environmental regulation and liability;
- risks that the amounts reserved or allocated for environmental compliance,
  reclamation, control measures, monitoring and on-going maintenance may not be
  sufficient to cover such costs;
- risks related to tax assessments;
- political and regulatory risks associated with real estate development; and
- other risks and uncertainties related to our prospects, properties and
  business strategy.

This list is not an exhaustive list of the factors that may
affect any of our forward-looking statements. These and other factors should be
considered carefully and readers should not place undue reliance on our
forward-looking statements.

The Company intends that such forward-looking statements be
subject to the Safe Harbors for such statements. Forward looking statements are
made based on managements beliefs, estimates and opinions on the date the
statements are made and we undertake no obligation to update forward-looking
statements if these beliefs, estimates and opinions or other circumstances
should change. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

Our financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to "common
stock refer to the common shares in our capital stock. As used in this annual
report, the terms "we, "us, "our, the "Company and "Strategic mean
Strategic Internet Investments, Incorporated, unless otherwise indicated.

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ITEM 1. BUSINESS

Form of Organization

The Company was incorporated in Colorado on February 28, 1989
as Jefferson Capital Corporation. Effective June 13, 1990 the Company changed
its name to Ohio & Southwestern Energy Company. Effective July 1, 2001, the
Company and Strategic Internet Investments, Incorporated ("Strategic), an
inactive Delaware corporation incorporated on March 2, 2001, were merged. All
common shares outstanding of the Company were converted into an equal number of
common shares of Strategic. The purpose of this merger was to change the
corporate jurisdiction of the Company from Colorado to Delaware and to change
the name of the Company. The surviving corporation of the merger is Strategic, a
Delaware corporation.

Current Business

The Company is in the development stage, accordingly certain
matters discussed herein are based on potential future circumstances and
developments, which the Company anticipates, but which cannot be assured.

The Company has been devoting its business efforts to real
estate development projects located in Bahrain and Turkey. Both these projects
were terminated during April and May 2009. The Company will continue to explore
new investment opportunities.

Competition

We are a development stage company engaged in the acquisition
of a prospective real estate property. As we currently do not own an interest in
any real estate property, we compete with other companies for both the
acquisition of prospective properties and the financing necessary to develop
such properties.

We conduct our business in an environment that is highly
competitive and unpredictable. In seeking out prospective properties, we have
encountered intense competition in all aspects of our proposed business as we
compete directly with other development stage companies as well as established
international companies. Many of our competitors are national or international
companies with far greater resources, capital and access to information than us.
Accordingly, these competitors may be able to spend greater amounts on the
acquisition of prospective properties and on the development of such properties.
In addition, they may be able to afford greater expertise in the development
real estate properties. This competition could result in our competitors having
real estate properties of greater quality and attracting prospective investors
to finance the development of such properties on more favorable terms. As a
result of this competition, we may become involved in an acquisition with more
risk or obtain financing on less favorable terms.

Compliance with Government Regulation

We will not know the government regulations and the cost of
compliance with such regulations with which we must comply until such time as we
acquire an interest in a particular real estate property. If we are successful
in acquiring a property interest, we will be required to comply with the
regulations of governmental authorities and agencies applicable to the federal,
state or provincial and local jurisdictions where the property is located.
Development of real estate properties may require prior approval from applicable
governmental regulatory agencies. There can be no assurance that such approvals
will be obtained.

If our activities should advance to the point where we engage
in real estate development operations, we could become subject to environmental
regulations promulgated by federal, state or provincial, and local government
agencies as applicable. Environmental legislation provides for restrictions and
prohibitions on real estate development which could result in environmental
liability. A breach or violation of such legislation may result in the
imposition of fines and penalties. In addition, certain types of operations
require the submission and approval of environmental impact assessments.
Environmental assessments are increasingly imposing higher standards, greater
enforcement, fines and penalties for non-compliance. Environmental assessments
of proposed projects carry a heightened degree of responsibility for companies,
directors, officers and employees. The cost of compliance in respect of
environmental regulation has the potential to reduce the profitability of any
future revenues that our company may generate.

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Employees

The Company currently does not have any employees. All business
activities and services are provided by the Companys directors or consultants.

ITEM 2. PROPERTIES.

The Company does not directly or indirectly own or otherwise
have any interest in any other real estate, property, capital assets, or leases
of assets.

ITEM 3. LEGAL PROCEEDINGS.

We know of no material, active, or pending legal proceeding
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation where such claim or action involves damages for
more than 10% of our current assets. There are no proceedings in which any of
our companys directors, officers, or affiliates, or any registered or
beneficial shareholders, is an adverse party or has a material interest adverse
to our companys interest.

ITEM 4. (REMOVED AS RESERVED)

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PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market for Securities

The Company's common shares are quoted and traded on the US OTC
Bulletin Board under the symbol "SIII". The range of high and low bid quotations
for each quarter within the last two fiscal years, as reported by Google Finance
(www.google.com), was as follows:

|Year | Period         | High  | Low  
|---- | -------------- | ----- | -----
|     |                |       |      
|2011 | First quarter  | $0.01 | $0.01
|     |                |       |      
|2010 | First quarter  | $0.01 | $0.01
|     | Second quarter | $0.01 | $0.01
|     | Third quarter  | $0.01 | $0.01
|     | Fourth quarter | $0.03 | $0.01
|     |                |       |      
|2009 | First quarter  | $0.01 | $0.01
|     | Second quarter | $0.01 | $0.01
|     | Third quarter  | $0.01 | $0.01
|     | Fourth quarter | $0.01 | $0.01

These quotations reflect inter-dealer prices, without retail
mark-up, mark-down, or commission and may not represent actual transactions.

Holders of our Common Stock

As of March 31, 2011, we have approximately 130 registered
stockholders and 27,610,326 shares issued and outstanding.

Dividend Policy

We have not paid any cash dividends on our common stock and
have no present intention of paying any dividends on the shares of our common
stock. Our future dividend policy will be determined from time to time by our
board of directors.

Securities authorized for issuance under equity compensation
plans

|Equity Compensation Plan Information                         |  |                               |  |   |                         |  |  |                               | 
|------------------------------------------------------------ |  | ----------------------------- |  | - | ----------------------- |  |  | ----------------------------- | 
|                                                             |  | Number of
      securities to |  |   | Weighted
      average  |  |  |                               | 
|                                                             |  | be issued
      upon exercise |  |   | exercise
      price of |  |  | Number of
      securities    | 
|                                                             |  | of
      outstanding options, |  |   | outstanding options,    |  |  | remaining
      available for | 
|Plan category                                                |  | warrants, and rights.         |  |   | warrants, and rights.   |  |  | future issuance.              | 
|                                                             |  |                               |  |   |                         |  |  |                               | 
|Equity compensation plans approved by
      security holders |  | -                             |  |   | -                       |  |  | -                             | 
|                                                             |  |                               |  |   |                         |  |  |                               | 
|Equity compensation plans not approved by security holders   |  | 3,175,000                     |  | $ | 0.15                    |  |  | 966,549                       | 
|                                                             |  |                               |  |   |                         |  |  |                               | 
|Total                                                        |  | 3,175,000                     |  | $ | 0.15                    |  |  | 966,549                       | 

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2002 Stock Award Plan

In 2002, the Companys board of directors approved a stock
award plan. The plan provides both for the direct award or sale of shares, and
for the grant of options to purchase shares. Shares may be awarded in
consideration of services rendered to the Company. The Company may also grant a
30-day right to purchase shares at a price of not less than 90% of the fair
market value of the shares.

Under the plan directors, employees and consultants may be
granted incentive stock options to purchase common stock of the Company at a
price of not less than 100% of the fair market value of the stock. The total
number of shares awarded under the plan must not exceed 15% of the outstanding
common stock of the Company. Certain changes in the capital structure of the
Company, such as a stock split or stock dividend, may result in an appropriate
adjustment to the number and/or the price of shares issuable under the plan. The
plan expires on July 1, 2017.

Sales of Securities Without Registration Under the
Securities Act of 1933

On August 10, 2003 the Company entered into a Convertible Loan
Facility Agreement with Star Leisure & Entertainment

Inc. ("Star Leisure), a company controlled by a Director and
Officer of Strategic, whereby the Company would, from time to time, borrow
operating funds from Star Leisure, at an interest rate of 10%, repayable on
demand. The lender has the right to convert all or part of the principal sum
into units at a conversion rate which is calculated at a discount to the average
closing market price for ten days preceding a loan advance. Each unit consists
of one common share of the Company and one non-transferable share purchase
warrant, expiring 2 years from the conversion date, exercisable at the
applicable conversion rate. On August 31, 2008 the Company entered into
agreements to transfer previous advances and accrued interest to convertible
loans under the Convertible Loan Facility Agreement. At December 31, 2010, the
Star Leisure loan principal was $255,209 and had accrued interest of $82,606.
The loan principal is convertible into 4,526,436 units at conversion prices
ranging from $0.05 to $0.12 as set at the time the principal was borrowed. Star
Leisure has not converted any part of the principal sums advanced into units as
of December 31, 2010. This transaction is with an offshore non-U.S. person;
accordingly, these securities are exempt from registration pursuant to
Regulation S.

On May 5, 2006 the Company entered into a Convertible Loan
Facility Agreement with CMB Investments Ltd. ("CMB), a company controlled by a
Director of Strategic, whereby the Company would, from time to time, borrow
operating funds from CMB, at an interest rate of ten percent (10%), repayable on
demand. The lender has the right to convert all or part of the principal sum
into units at a conversion rate which is calculated at a discount to the average
closing market price for ten days preceding a loan advance. Each unit consists
of one common share of the Company and one share purchase warrant, expiring 2
years from the conversion date, exercisable at the applicable conversion rate.
At December 31, 2010, the CMB loan principal was $163,766 and had accrued
interest of $57,459. The loan principal is convertible into 2,320,858 units.
Conversion of this loan and associated warrants to equity will be at a price
ranging from $0.05 to $0.23. This transaction is with an offshore non-U.S.
person; accordingly, these securities are exempt from registration pursuant to
Regulation S.

In June 2008 the Company entered into two Consulting Agreements
for consulting services for a period of 12 months. Pursuant to these agreements,
the Company issued 750,000 common shares with a market price of $0.07 per share,
for a total deemed consideration of $52,000. These transactions are with
offshore non-U.S. persons; accordingly, these securities are exempt from
registration pursuant to Regulation S, however they are restricted under Rule
144.

Purchase of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during the year ended December 31, 2010.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion should be read in conjunction with our
audited financial statements and the related notes that appear elsewhere in this
annual report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include those discussed below and
elsewhere in this annual report.

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Our audited financial statements are stated in United States
dollars and are prepared in accordance with United States generally accepted
accounting principles ("GAAP).

Plan of Operation

The Company has been devoting its business efforts to real
estate development projects located in Bahrain and Turkey. The Company will
continue to explore new investment opportunities, including real estate
development projects, during its 2011 fiscal year.

Our estimated cash expenses over the next twelve months are as
follows:

|Accounting, audit, and legal fees   | $ | 65,000 | 
|----------------------------------- | - | ------ | 
|General and administrative expenses |   | 2,000  | 
|Regulatory and transfer agent fees  |   | 8,000  | 
|                                    | $ | 75,000 | 

The Company also estimates it will continue to accrue interest
expense of $60,000 over the next 12 months on loans due to related parties. It
is not anticipated the interest will be paid in cash during 2011, and therefore
interest has been excluded from the above list of cash expenses.

To date we have funded our operations primarily with loans from
shareholders and issue new equity. In addition to funding the Companys general,
administrative and corporate expenses the Company is obligated to address its
current obligations totaling $1,310,390. To the extent that cash needs are not
achieved from operating cash flow and existing cash on hand, the Company will be
required to raise necessary cash through shareholder loans, equity issuances
and/or other debt financing. Amounts raised will be used to continue the
development of the Company's investment activities, and for other working
capital purposes, which may be dilutive to existing shareholders. The Company
currently has no agreement in place to raise funds for current liabilities and
no guarantee can be given that we will be able to raise funds for this purpose
on terms acceptable to the Company. Failure to raise funds for general,
administrative and corporate expenses and current liabilities could result in a
severe curtailment of the company operations.

Any advance in the real estate development strategy set-out
herein will require additional funds. These funds may be raised through equity
financing, debt financing or other sources which may result in further dilution
of the shareholders percentage ownership in the company. See "Future Financing
below.

RESULTS OF OPERATIONS

Our operating results for the years ended December 31, 2010 and
2009 are summarized as follows:

|               |   | Year Ended   |   |   | Year Ended   |   |  | Percentage |  
|-------------- | - | ------------ | - | - | ------------ | - |  | ---------- | -
|               |   | December 31, |   |   | December 31, |   |  | Increase   |  
|               |   | 2010         |   |   | 2009         |   |  | (Decrease) |  
|Revenue        |   | -            |   |   | -            |   |  | -          |  
|Expenses       | $ | 124,018      |   | $ | 131,709      |   |  | (6%        | )
|Other Expenses | $ | 10,711       |   | $ | 23,096       |   |  | (54%       | )
|Net Loss       | $ | (134,729     | ) | $ | (154,805     | ) |  | (13%       | )

Revenues

We have had no operating revenues for the years ended December
31, 2010 and 2009. We anticipate that we will not generate any revenues for so
long as we are a development stage company.

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General and Administrative Expenses

The major components of our general and administrative expenses
for the years ended December 31, 2010 and 2009 are outlined in the table
below:

|                                   |   | Year Ended   |  |   | Year Ended   |  |  | Percentage |  
|---------------------------------- | - | ------------ |  | - | ------------ |  |  | ---------- | -
|                                   |   | December 31, |  |   | December 31, |  |  | Increase   |  
|                                   |   | 2010         |  |   | 2009         |  |  | (Decrease) |  
|                                   |   |              |  |   |              |  |  |            |  
|Accounting and audit fees          | $ | 62,281       |  | $ | 59,980       |  |  | 4%         |  
|Consulting                         |   | -            |  |   | 10,000       |  |  | (100%      | )
|Interest                           |   | 54,073       |  |   | 48,961       |  |  | 10%        |  
|Office and communications          |   | 944          |  |   | 1,909        |  |  | (51%       | )
|Regulatory and transfer agent fees |   | 6,720        |  |   | 8,209        |  |  | (18%       | )
|Travel                             |   | -            |  |   | 2,650        |  |  | (100%      | )
|Total Operating Expenses           | $ | 124,018      |  | $ | 131,709      |  |  | (6%        | )

The decrease in our general and administrative expenses for the
year ended December 31, 2010 was primarily due to:

| | a) | The increase in accounting, audit, and legal fees from
      2009 to 2010 due to a general increase in the fees charged by the
      consultants and professionals who provide these services. In addition,
      there has been an increase in the amount of time spent by these
      consultants and professionals to ensure the Company is in compliance with
      the increased reporting requirement imposed by regulatory
    authorities.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | b) | During 2009 a consulting agreement expired and was not
      renewed. There were no new consulting agreements in 2010.                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | c) | There was a $5,112 increase in interest expense in 2010
      attributed to the compounding effect of interest charged on the loans
      during the year.                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | d) | Regulatory and transfer agent fees decreased $1,489 due
      to a $241 refund of overpaid fees from prior years, and a $1,062 reversal
      of an over-accrued liability recorded in 2009 relating to EDGAR filing
      agent fees. In addition the Company engaged a new transfer agent with a
      lower monthly fee in 2010 compared to 2009.                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | e) | There was no travel in 2010; the 2009 travel expense
      relate to the costs of a directors meeting during
2009.                                                                                                                                                                                                                                                                                                                               

Funding for operating and investing activities was provided by
both non-interest and interest bearing advances and loans from related parties,
including directors of the Company, and companies controlled by these directors.

---

LIQUIDITY AND WORKING CAPITAL

As of December 31, 2010, the Company had total current assets
of $558 and total liabilities of $1,310,390. The Company had cash of $236 and a
working capital deficiency of $1,309,832 as of December 31, 2010 compared to
cash on hand of $311 and a working capital deficiency of $1,175,103 as of
December 31, 2009. We anticipate that we will incur approximately $75,000 for
cash operating expenses, including professional, legal and accounting expenses
associated with our reporting requirements under the Exchange Act during the
next twelve months. In addition to funding the Companys general, administrative
and corporate expenses the Company is obligated to address its current
obligations totaling $1,310,390. To the extent that cash needs are not achieved
from operating cash flow and existing cash on hand, the Company will be required
to raise necessary cash through shareholder loans, equity issuances and/or other
debt financing. Amounts raised will be used to continue the development of the
Company's investment activities, and for other working capital purposes.
Accordingly, we will need to obtain additional financing in order to continue
our planned business activities.

Cash used in operating activities for the year ended December
31, 2010 was $58,428 as compared to cash used by operating activities for the
same period in 2009 of $82,857. The decrease in cash used in operating
activities was primarily due to the decrease in cash expenditures on
communications, office, travel and regulatory fees. These savings were offset by
increases in accounting, audit, and transfer agent fees.

The Company has the following loans outstanding as of December
31, 2010:

A $13,416 loan is payable to a company controlled by a director
of the Company including accrued interest of $6,614. This loan is unsecured,
bearing interest at 12% per annum and is repayable on demand.

Loans totaling $164,682 are payable to companies controlled by
directors of the Company. These loans are unsecured, non-interest bearing, and
repayable upon demand.

A $221,225 loan is payable to a company controlled by a
director of the Company, including accrued interest payable of $57,459 pursuant
to a Convertible Loan Agreement. The loan is unsecured, bearing interest at 10%
per annum and is repayable on demand. The lender may at anytime convert the
principal sum into units of the Company. Each unit will consist of one common
share plus one common share purchase warrant. The principal sum of $163,766 may
be converted into 2,320,858 units. Conversion of these loans and resulting
associated warrants to equity will be based on the conversion price set at the
time the principal amount was drawn ranging from $0.05 to $0.23.

A $337,815 loan is payable to a company controlled by a
director of the Company, including accrued interest of $82,606 pursuant to a
Convertible Loan Agreement. The loan is unsecured, bearing interest at 10% per
annum and is repayable on demand. The lender may at anytime convert the
principal sum into units of the Company. Each unit will consist of one common
share plus one common share purchase warrant. The principal sum of $255,209 may
be converted into 4,526,436 units. Conversion of this loan and resulting
associated warrants to equity will be based on the conversion price set at the
time the principal amount was drawn ranging from $0.05 to $0.12.

Going Concern

The audited financial statements accompanying this report have
been prepared on a going concern basis, which implies that our company will
continue to realize its assets and discharge its liabilities and commitments in
the normal course of business. Our company has not generated revenues since
inception and has never paid any cash dividends and is unlikely to pay cash
dividends or generate earnings in the immediate or foreseeable future. The
continuation of our company as a going concern is dependent upon the continued
financial support from our shareholders, the ability of our company to obtain
necessary equity financing to achieve our operating objectives, and the
attainment of profitable operations. As of March 31, 2011, we had cash of $200
and we estimate that we will require approximately $75,000 to fund our business
operations over the next twelve months. In addition to funding the Companys
general, administrative and corporate expenses the Company is obligated to
address its current obligations totaling $1,310,390. To the extent that cash
needs are not achieved from operating cash flow and existing cash on hand, the
Company will be required to raise necessary cash through shareholder loans,
equity issuances and/or other debt financing. Amounts raised will be used to
continue the development of the Company's investment activities, and for other
working capital purposes.

Accordingly, we do not have sufficient funds for planned
operations and we will be required to raise additional funds for operations
after that date.

---

These circumstances raise substantial doubt about our ability to continue as a going concern, as described in the explanatory paragraph to our independent auditors’ report on the December 31, 2010 and 2009 financial statements which are
included with this annual report. The financial statements do not include any adjustments that might result from the outcome of that uncertainty.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining
commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that
additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be forced to scale down or perhaps
even cease the operation of our business.

Future Financings

As of March 31, 2011, we had cash of $200 and we estimate that we will require approximately $75,000 to fund our business operations over the next twelve months. In addition to funding the Company’s general, administrative and
corporate expenses the Company is obligated to address its current obligations totaling $1,310,390. Accordingly, we do not have sufficient funds for planned operations and we will be required to raise additional funds for operations after that
date. We anticipate continuing to rely on equity sales of our common shares or shareholder loans in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no
assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned activities.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to stockholders.

Employees

The Company currently has no employees. There are no plans to hire additional employees as administrative requirements at are now being adequately met by the efforts of the directors and consultants. Any land development and construction activities
will be conducted through consultants and contractors.

New Accounting Standards

ASC 105.The Financial Accounting Standards Board ("FASB) issued FASB Statement No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, ("SFAS No. 168)
"— a replacement of FASB Statement No. 162.SFAS No. 168 is the new source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal
securities laws are also sources of authoritative GAAP for SEC registrants.

ASC 805. The FASB issued ASC 805, "Business Combinations. The standard requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the
acquisition date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and
financial effect of the business combination. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

ASC 810. The FASB issued ASC 810, "Consolidation. The standard requires all entities to report non-controlling (minority) interests as equity in consolidated financial statements. ASC 810 eliminates the diversity that currently exists
in accounting for transactions between an entity and non-controlling interests by requiring they be treated as equity transactions. The adoption of this standard did not have a material impact on the Company’s consolidated financial
statements.

---

ASC 855. The FASB issued Statement of ASC 855 (prior authoritative literature:FAS No. 165, “Subsequent Events”) which establishes general standards of accounting for and disclosure of events that occur after the
balance sheet date but before the financial statements are issued or are available to be issued. ASC 855 provides guidance on the period after the balance sheet date during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and
the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The Company adopted ASC 855 during the first quarter of fiscal 2010, and its application had no impact on the Company’s
consolidated financial statements.

ASU 2010-06. The FASB issued Accounting Standards Update No. 2010-06, Improving Disclosures about Fair Value Measurements (Topic 820)—Fair Value Measurements and Disclosures(ASU 2010-06), to add additional disclosures
about the different classes of assets and liabilities measured at fair value, the valuation techniques and inputs used, the activity in Level 3 fair value measurements, and the transfers between Levels 1, 2, and 3. Certain provisions of this update
will be effective for the Company in fiscal 2011 and the adoption of this standards update did not have a material impact on the Company’s consolidated financial statements.

ASU 2010-09. The FASB issued ASU 2010-09, Subsequent Events. ASU 2010-09 was issued to amend ASC 855 to remove the requirement for SEC filers to disclose the date through which an entity has evaluated subsequent events. This change is
intended to alleviate potential conflicts with current SEC guidance. The provisions of ASU 2010-09 are effective upon issuance. The adoption of ASC 855 and ASU 2010-09 did not have a material impact on the Company's financial statements.

ASC 825-10-65-1, "Interim Disclosures about Fair Value of Financial Instruments (FASB ASC 825-10-65-1), enhances consistency in financial reporting by increasing the frequency of fair value disclosures. This FSP is effective for interim and
annual periods ending after June 15, 2009, but entities may adopt it early for interim and annual periods ending after March 15, 2009. The adoption of this standard did not have a material impact on the Company's financial statements.

Application of Critical Accounting Estimates

The financial statements of our 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 involves the use of estimates which have been made using careful judgment. The financial statements have, in management’s opinion, been properly prepared within reasonable limits of
materiality and within the framework of the significant accounting policies summarized below:

The preparation of our financial statements requires management to make estimates and assumptions regarding future events. These estimates and assumptions affect the reported amounts of certain assets and liabilities, and disclosure of contingent
liabilities.

Stock-based Compensation

The Company accounts for stock-based compensation using ASC 718 which requires public companies to recognize the cost of services received in exchange for equity instruments, based on the grant-date fair value of those instruments. The Company uses
the Black-Scholes option valuation model to calculate stock-based compensation at the date of the grant. Option valuation models require the input of highly subjective assumptions, including the expected price volatility. Changes in assumptions can
materially affect the fair value estimate. Compensation expense for unvested options to non-employees is revalued at each period end and is being amortized over the vesting period of the options.

Convertible Instruments and Beneficial Conversion Feature

When the Company issues convertible instruments with detachable instruments, the proceeds of the issuance are allocated between the convertible instrument and other detachable instruments based on their relative fair values pursuant to ASC 470-20
“Application of Issue No. 98-5 to Certain Convertible Instruments.  The resulting discount of the convertible instrument is amortized into income as interest expense over the term of the convertible instrument. As at December 31,
2010 and 2009, there were no convertible instruments with detachable instruments outstanding.

---

When the Company issues convertible debt securities with a non-detachable conversion feature that provides for an effective rate of conversion that is below market value on the commitment date, it is known as a beneficial conversion feature
("BCF). The Company first assessed the convertible debt securities to determine if the embedded conversion
feature meets the exemption criteria of paragraph 11(a) of ASC 815 "Accounting for Derivative Instruments and Hedging Activities. The convertible debt securities outstanding as at December 31, 2010 and 2009, the embedded conversion features met the exemption criteria to be classified as equity instruments. Pursuant to ASC 470-20 "Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios , the conversion feature of the security that has characteristics of an equity instrument is measured at its intrinsic value at the
  commitment date and is recorded as additional paid in capital. A portion of the proceeds of the security issued is allocated to the conversion feature equal to its intrinsic value to a maximum of the amount allocated to the convertible instrument.
  The resulting discount of the debt instrument is amortized into income as interest expense using the effective interest rate over the term of the loan. However, due to demand nature of the convertible debt securities, the discount of the debt
  instrument was immediately expensed.

These accounting policies are applied consistently for all years presented. Our operating results would be affected if other alternatives were used. Information about the impact on our operating results is included in the notes to our financial
statements.

---

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.



STRATEGIC INTERNET INVESTMENTS, INCORPORATED

(A Development Stage Company)

FINANCIAL STATEMENTS

December 31, 2010 and 2009

(Stated in U.S. Dollars)

---

|                  | Tel: 604 688 5421             | BDO Canada LLP
|----------------- | ----------------------------- | --------------
|Fax: 604 688 5132 | 600 Cathedral Place          
|www.bdo.ca        | 925 West Georgia
      Street
|                  | Vancouver BC V6C 3L2 Canada  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors and Stockholders,Strategic Internet
Investments, Incorporated (A Development Stage Company)

We have audited the accompanying balance sheets of Strategic
Internet Investments, Incorporated (the Company, a Development Stage Company)
as of December 31, 2010 and 2009 and the statements of operations, cash flows
and changes in capital deficit for the years then ended and the period from
inception (February 28, 1989) to December 31, 2010. These financial statements
are the responsibility of the Companys management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects the financial position of Strategic
Internet Investments, Incorporated as of December 31, 2010 and 2009 and the
results of its operations and its cash flows for the years then ended and for
the period from inception (February 28, 1989) to December 31, 2010, in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company has suffered recurring losses from
operations and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/ BDO Canada LLP

Chartered Accountants

Vancouver, Canada April 15, 2011

BDO Canada LLP, a Canadian
limited liability partnership, is a member of BDO International Limited, a UK
company limited by guarantee, and forms part of the international BDO
network of independent member firms.

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|                                            
|(A Development Stage Company)               
|BALANCE SHEETS                              
|(Stated in U.S. Dollars)                    

|                                                                                                                                     |   | December 31, |   |   | December 31, |  
|------------------------------------------------------------------------------------------------------------------------------------ | - | ------------ | - | - | ------------ | -
|                                                                                                                                     |   | 2010         |   |   | 2009         |  
|                                                                                                                                     |   |              |   |   |              |  
|ASSETS                                                                                                                               |   |              |   |   |              |  
|                                                                                                                                     |   |              |   |   |              |  
|Current                                                                                                                              |   |              |   |   |              |  
|Cash                                                                                                                                 | $ | 236          |   | $ | 311          |  
|Prepaid expenses                                                                                                                     |   | 322          |   |   | -            |  
|                                                                                                                                     |   |              |   |   |              |  
|                                                                                                                                     | $ | 558          |   | $ | 311          |  
|                                                                                                                                     |   |              |   |   |              |  
|                                                                                                                                     |   |              |   |   |              |  
|LIABILITIES                                                                                                                          |   |              |   |   |              |  
|                                                                                                                                     |   |              |   |   |              |  
|Current                                                                                                                              |   |              |   |   |              |  
|Accounts payable  Note
      7                                                                                                      | $ | 573,252      |   | $ | 550,702      |  
|Loans payable  Note 4                                                                                                               |   | 737,138      |   |   | 624,712      |  
|                                                                                                                                     |   |              |   |   |              |  
|TOTAL LIABILITIES                                                                                                                    |   | 1,310,390    |   |   | 1,175,414    |  
|                                                                                                                                     |   |              |   |   |              |  
|Class A
      Convertible Preferred stock, $0.001 par value, 
           10,000,000 authorized,
      198,000 outstanding  Note 5   |   | 792,000      |   |   | 792,000      |  
|                                                                                                                                     |   |              |   |   |              |  
|CAPITAL DEFICIT                                                                                                                      |   |              |   |   |              |  
|                                                                                                                                     |   |              |   |   |              |  
|Capital Stock  Notes 4, 5 and 7                                                                                                     |   |              |   |   |              |  
|Class B
      Preferred stock, $0.001 par value 
                10,000,000 authorized, none outstanding                             |   |              |   |   |              |  
|Common stock, $0.001 par
      value 
                100,000,000 authorized,
           27,610,326 issued (2009: 27,610,326 issued) |   | 27,610       |   |   | 27,610       |  
|Additional paid-in capital                                                                                                           |   | 7,765,583    |   |   | 7,765,583    |  
|Deficit
      accumulated during the development stage                                                                               |   | (9,895,025   | ) |   | (9,760,296   | )
|                                                                                                                                     |   |              |   |   |              |  
|                                                                                                                                     |   | (2,101,832   | ) |   | (1,967,103   | )
|                                                                                                                                     |   |              |   |   |              |  
|                                                                                                                                     | $ | 558          |   | $ | 311          |  

Nature of Operations and Ability to Continue as a Going Concern
 Note 1
Commitments  Notes 4 and 7

SEE ACCOMPANYING NOTES

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|                                            
|(A Development Stage Company)               
|STATEMENTS OF OPERATIONS                    
|(Stated in U.S. Dollars)                    

|                                              |   |                          |   |   |              |   |   | Cumulative from |  
|--------------------------------------------- | - | ------------------------ | - | - | ------------ | - | - | --------------- | -
|                                              |   |                          |   |   |              |   |   | February 28,    |  
|                                              |   |                          |   |   |              |   |   | 1989 (Date of   |  
|                                              |   |                          |   |   |              |   |   | Inception) to   |  
|                                              |   | Years ended December 31, |   |   | December 31, |  
|                                              |   | 2010                     |   |   | 2009         |   |   | 2010            |  
|                                              |   |                          |   |   |              |   |   |                 |  
|General and Administrative Expenses           |   |                          |   |   |              |   |   |                 |  
|Accounting and audit
      fees               | $ | 62,281                   |   | $ | 59,980       |   | $ | 411,578         |  
|Amortization                                  |   | -                        |   |   | -            |   |   | 3,616           |  
|Communications                                |   | 678                      |   |   | 1,086        |   |   | 106,367         |  
|Consulting fees  Note 7                      |   | -                        |   |   | 10,000       |   |   | 3,419,546       |  
|Interest  Notes 4 and
      7                |   | 54,073                   |   |   | 48,961       |   |   | 510,019         |  
|Investor relations                            |   | -                        |   |   | -            |   |   | 91,385          |  
|Legal fees                                    |   | -                        |   |   | -            |   |   | 166,684         |  
|Management fees  Note 7                      |   | -                        |   |   | -            |   |   | 546,325         |  
|Office and general                            |   | 266                      |   |   | 823          |   |   | 143,413         |  
|Regulatory fees                               |   | 5,220                    |   |   | 6,894        |   |   | 40,668          |  
|Rent  Note 7                                 |   | -                        |   |   | -            |   |   | 135,615         |  
|Transfer agent fees                           |   | 1,500                    |   |   | 1,315        |   |   | 46,008          |  
|Travel                                        |   | -                        |   |   | 2,650        |   |   | 112,770         |  
|Loss on disposal of equipment                 |   | -                        |   |   | -            |   |   | 1,481           |  
|Write-down of advances to
      related party |   | -                        |   |   | -            |   |   | 606,337         |  
|                                              |   |                          |   |   |              |   |   |                 |  
|Operating loss                                |   | (124,018                 | ) |   | (131,709     | ) |   | (6,341,812      | )
|                                              |   |                          |   |   |              |   |   |                 |  
|Unauthorized
      distribution               |   | -                        |   |   | -            |   |   | (69,116         | )
|Termination fee                               |   | -                        |   |   | -            |   |   | (792,000        | )
|Loss on foreign
      exchange                |   | (10,711                  | ) |   | (23,095      | ) |   | (43,702         | )
|Gain on settlement of payables                |   | -                        |   |   | -            |   |   | 25,233          |  
|Write-down of deferred costs  Note 3         |   | -                        |   |   | (1           | ) |   | (34,210         | )
|                                              |   |                          |   |   |              |   |   |                 |  
|Net loss for the period                       | $ | (134,729                 | ) | $ | (154,805     | ) | $ | (7,255,607      | )
|                                              |   |                          |   |   |              |   |   |                 |  
|Basic and diluted loss per share              | $ | (0.00                    | ) | $ | (0.01        | ) |   |                 |  
|                                              |   |                          |   |   |              |   |   |                 |  
|Weighted average common shares outstanding    |   | 27,610,326               |   |   | 27,610,326   |   |   |                 |  

SEE ACCOMPANYING NOTES

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|                                            
|(A Development Stage Company)               
|STATEMENTS OF CASH FLOWS                    
|(Stated in U.S. Dollars)                    

|                                                                                  |   |                                |   |   |              |   |   | Cumulative from        |  
|--------------------------------------------------------------------------------- | - | ------------------------------ | - | - | ------------ | - | - | ---------------------- | -
|                                                                                  |   |                                |   |   |              |   |   | February 28, 1989      |  
|                                                                                  |   |                                |   |   |              |   |   | (Date of Inception) to |  
|                                                                                  |   | Years ended
      December 31, |   |   | December 31, |  
|                                                                                  |   | 2010                           |   |   | 2009         |   |   | 2010                   |  
|Operating Activities                                                              |   |                                |   |   |              |   |   |                        |  
|Net loss for the period                                                           | $ | (134,729                       | ) | $ | (154,805     | ) | $ | (7,255,607             | )
|Adjustments to reconcile net loss to net
      cash used in operating activities: |   |                                |   |   |              |   |   |                        |  
|Amortization                                                                      |   | -                              |   |   | -            |   |   | 3,616                  |  
|Beneficial
      conversion feature on convertible debt                           |   | -                              |   |   | -            |   |   | 239,662                |  
|Communications                                                                    |   | -                              |   |   | -            |   |   | 28,000                 |  
|Consulting
      fees                                                             |   | -                              |   |   | 10,000       |   |   | 2,478,554              |  
|Gain on settlement of payables                                                    |   | -                              |   |   | -            |   |   | (25,233                | )
|Interest
      accrued on loans                                                   |   | 54,073                         |   |   | 48,961       |   |   | 146,679                |  
|Legal fees                                                                        |   | -                              |   |   | -            |   |   | 25,000                 |  
|Loss on
      disposal of equipment                                               |   | -                              |   |   | -            |   |   | 1,481                  |  
|Management fees                                                                   |   | -                              |   |   | -            |   |   | 7,000                  |  
|Stock-based
      compensation                                                    |   | -                              |   |   | -            |   |   | 736,053                |  
|Termination fees                                                                  |   | -                              |   |   | -            |   |   | 792,000                |  
|Write-down
      of deferred costs                                                |   | -                              |   |   | 1            |   |   | 34,210                 |  
|Write-down of advances to related party                                           |   | -                              |   |   | -            |   |   | 606,337                |  
|Changes in non-cash item:                                                         |   |                                |   |   |              |   |   |                        |  
|Prepaid expenses                                                                  |   | (322                           | ) |   | -            |   |   | (322                   | )
|Accounts payable                                                                  |   | 22,550                         |   |   | 12,986       |   |   | 711,197                |  
|                                                                                  |   |                                |   |   |              |   |   |                        |  
|Net cash used in
      operating activities                                       |   | (58,428                        | ) |   | (82,857      | ) |   | (1,471,373             | )
|                                                                                  |   |                                |   |   |              |   |   |                        |  
|Investing Activities                                                              |   |                                |   |   |              |   |   |                        |  
|Organization costs                                                                |   | -                              |   |   | -            |   |   | (750                   | )
|Acquisition of equipment                                                          |   | -                              |   |   | -            |   |   | (4,347                 | )
|Deferred costs                                                                    |   | -                              |   |   | -            |   |   | (34,210                | )
|Advances to
      related party                                                   |   | -                              |   |   | -            |   |   | (606,337               | )
|                                                                                  |   |                                |   |   |              |   |   |                        |  
|Net cash used in
      investing activities                                       |   | -                              |   |   | -            |   |   | (645,644               | )
|                                                                                  |   |                                |   |   |              |   |   |                        |  
|Financing Activities                                                              |   |                                |   |   |              |   |   |                        |  
|Loans payable                                                                     |   | 58,353                         |   |   | 82,912       |   |   | 943,924                |  
|Due to related parties                                                            |   | -                              |   |   | -            |   |   | 15,526                 |  
|Proceeds from issuance of common
      stock                                      |   | -                              |   |   | -            |   |   | 1,162,631              |  
|Payment of offering costs                                                         |   | -                              |   |   | -            |   |   | (30,270                | )
|Additional paid-in capital                                                        |   | -                              |   |   | -            |   |   | 25,442                 |  
|                                                                                  |   |                                |   |   |              |   |   |                        |  
|Net cash provided by financing activities                                         |   | 58,353                         |   |   | 82,912       |   |   | 2,117,253              |  
|                                                                                  |   |                                |   |   |              |   |   |                        |  
|Increase (decrease) in cash during the
      period                               |   | (75                            | ) |   | 55           |   |   | 236                    |  
|                                                                                  |   |                                |   |   |              |   |   |                        |  
|Cash, beginning of the period                                                     |   | 311                            |   |   | 256          |   |   | -                      |  
|                                                                                  |   |                                |   |   |              |   |   |                        |  
|Cash, end of the period                                                           | $ | 236                            |   | $ | 311          |   | $ | 236                    |  
|                                                                                  |   |                                |   |   |              |   |   |                        |  
|Supplementary disclosure of cash
      flows:                                     |   |                                |   |   |              |   |   |                        |  
|Cash paid
      for Interest                                                      | $ | -                              |   | $ | -            |   | $ | 93,859                 |  

Non-cash Transactions  Note 6

SEE ACCOMPANYING NOTES

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED                                        
|------------------------------------------------------------------------------------
|                                                                                    
|(A Development Stage Company)                                                       
|STATEMENTS OF CHANGES IN CAPITAL DEFICIT                                            
|For the period from February 28, 1989 (Date of Inception)
      to December 31, 2010
|(Stated in U.S. Dollars)                                                            

|                                                                                                                 |  |             |        |  |              |    |   |           |        |   |             |   |   | Deficit     |        |   |         |  
|---------------------------------------------------------------------------------------------------------------- |  | ----------- | ------ |  | ------------ | -- | - | --------- | ------ | - | ----------- | - | - | ----------- | ------ | - | ------- | -
|                                                                                                                 |  |             |        |  |              |    |   |           |        |   |             |   |   | Accumulated |        |   |         |  
|                                                                                                                 |  |             |        |  |              |    |   |           |        |   | Additional  |   |   | During the  |        |   |         |  
|                                                                                                                 |  |             |        |  | Common Stock |    |   | Paid-In   |        |   | Development |   |   |             |       
|                                                                                                                 |  |             |        |  | Shares       |    |   | Par Value |        |   | Capital     |   |   | Stage       |        |   | Total   |  
|                                                                                                                 |  |             |        |  |              |    |   |           |        |   |             |   |   |             |        |   |         |  
|Balance, February 28, 1989                                                                                       |  |             |        |  | -            |    | $ | -         |        | $ | -           |   | $ | -           |        | $ | -       |  
|Issuance of stock to insiders on 
         March 7, 1989                                                         |  |  at $0.30  |        |  | 33,347       |    |   | 33        |        |   | 9,967       |   |   | -           |        |   | 10,000  |  
|                                                                                                                 |  |             |        |  |              |    |   |           |        |   |             |   |   |             |        |   |         |  
|Balance December 31, 1989                                                                                        |  |             |        |  | 33,347       |    |   | 33        |        |   | 9,967       |   |   | -           |        |   | 10,000  |  
|Issuance of stock during public 
     offering
      for $3.00 per share, net 
     of offering costs of $27,270 |  |             | 33,348 |  |              | 33 |   |           | 72,697 |   |             | - |   |             | 72,730 |  
|Net loss                                                                                                         |  |             |        |  | -            |    |   | -         |        |   | -           |   |   | (84,159     | )      |   | (84,159 | )
|                                                                                                                 |  |             |        |  |              |    |   |           |        |   |             |   |   |             |        |   |         |  
|Balance, December 31, 1990                                                                                       |  |             |        |  | 66,695       |    |   | 66        |        |   | 82,664      |   |   | (84,159     | )      |   | (1,429  | )
|Net
      loss                                                                                                   |  |             |        |  | -            |    |   | -         |        |   | -           |   |   | (3,416      | )      |   | (3,416  | )
|                                                                                                                 |  |             |        |  |              |    |   |           |        |   |             |   |   |             |        |   |         |  
|Balance, December 31, 1991                                                                                       |  |             |        |  | 66,695       |    |   | 66        |        |   | 82,664      |   |   | (85,575     | )      |   | (4,845  | )
|Net loss                                                                                                         |  |             |        |  | -            |    |   | -         |        |   | -           |   |   | (2,713      | )      |   | (2,713  | )
|                                                                                                                 |  |             |        |  |              |    |   |           |        |   |             |   |   |             |        |   |         |  
|Balance, December 31, 1992                                                                                       |  |             |        |  | 66,695       |    |   | 66        |        |   | 82,664      |   |   | (90,288     | )      |   | (7,558  | )
|Net
      loss                                                                                                   |  |             |        |  | -            |    |   | -         |        |   | -           |   |   | (1,614      | )      |   | (1,614  | )
|                                                                                                                 |  |             |        |  |              |    |   |           |        |   |             |   |   |             |        |   |         |  
|Balance, December 31, 1993                                                                                       |  |             |        |  | 66,695       |    |   | 66        |        |   | 82,664      |   |   | (91,902     | )      |   | (9,172  | )
|Net loss                                                                                                         |  |             |        |  | -            |    |   | -         |        |   | -           |   |   | (1,863      | )      |   | (1,863  | )
|                                                                                                                 |  |             |        |  |              |    |   |           |        |   |             |   |   |             |        |   |         |  
|Balance December 31, 1994                                                                                        |  |             |        |  | 66,695       |    |   | 66        |        |   | 82,664      |   |   | (93,765     | )      |   | (11,035 | )
|Issuance of stock for services rendered                                                                          |  |  at $0.03  |        |  | 50,000       |    |   | 50        |        |   | 1,450       |   |   | -           |        |   | 1,500   |  
|Contributed capital                                                                                              |  |             |        |  | -            |    |   | -         |        |   | 24,842      |   |   | -           |        |   | 24,842  |  
|Net
      loss                                                                                                   |  |             |        |  | -            |    |   | -         |        |   | -           |   |   | (16,735     | )      |   | (16,735 | )
|                                                                                                                 |  |             |        |  |              |    |   |           |        |   |             |   |   |             |        |   |         |  
|Balance, December 31, 1995                                                                                       |  |             |        |  | 116,695      |    |   | 116       |        |   | 108,956     |   |   | (110,500    | )      |   | (1,428  | )
|Net loss                                                                                                         |  |             |        |  | -            |    |   | -         |        |   | -           |   |   | (9,068      | )      |   | (9,068  | )
|                                                                                                                 |  |             |        |  |              |    |   |           |        |   |             |   |   |             |        |   |         |  
|Balance December 31, 1996                                                                                        |  |             |        |  | 116,695      |    |   | 116       |        |   | 108,956     |   |   | (119,568    | )      |   | (10,496 | )
|Issuance of stock for cash                                                                                       |  | - at $0.011 |        |  | 2,000,000    |    |   | 2,000     |        |   | 19,300      |   |   | -           |        |   | 21,300  |  
|Contributed capital                                                                                              |  |             |        |  | -            |    |   | -         |        |   | 600         |   |   | -           |        |   | 600     |  
|Net
      loss                                                                                                   |  |             |        |  | -            |    |   | -         |        |   | -           |   |   | (22,261     | )      |   | (22,261 | )
|                                                                                                                 |  |             |        |  |              |    |   |           |        |   |             |   |   |             |        |   |         |  
|Balance, December 31, 1997                                                                                       |  |             |        |  | 2,116,695    |    |   | 2,116     |        |   | 128,856     |   |   | (141,829    | )      |   | (10,857 | )
|Issuance of stock services                                                                                       |  |             |        |  |              |    |   |           |        |   |             |   |   |             |        |   |         |  
|                                                                                                                 |  | - at $0.001 |        |  | 7,000,000    |    |   | 7,000     |        |   | -           |   |   | -           |        |   | 7,000   |  
|                                                                                                                 |  | - at $0.01  |        |  | 620,000      |    |   | 620       |        |   | 5,580       |   |   | -           |        |   | 6,200   |  
|Net
      loss                                                                                                   |  |             |        |  | -            |    |   | -         |        |   | -           |   |   | (52,308     | )      |   | (52,308 | )
|                                                                                                                 |  |             |        |  |              |    |   |           |        |   |             |   |   |             |        |   |         |  
|Balance, December 31, 1998                                                                                       |  |             |        |  | 9,736,695    |    |   | 9,736     |        |   | 134,436     |   |   | (194,137    | )      |   | (49,965 | )
|Net loss                                                                                                         |  |             |        |  | -            |    |   | -         |        |   | -           |   |   | (35,995     | )      |   | (35,995 | )

Contd

SEE ACCOMPANYING NOTES

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED                                        
|------------------------------------------------------------------------------------
|                                                                                    
|(A Development Stage Company)                                                       
|STATEMENTS OF CHANGES IN CAPITAL DEFICIT                                            
|For the period from February 28, 1989 (Date of Inception)
      to December 31, 2010
|(Stated in U.S. Dollars)                                                            

|                                                                 |  |                   |  |  |              |  |   |           |  |   |             |   |   | Deficit     |   |   |            |  
|---------------------------------------------------------------- |  | ----------------- |  |  | ------------ |  | - | --------- |  | - | ----------- | - | - | ----------- | - | - | ---------- | -
|                                                                 |  |                   |  |  |              |  |   |           |  |   |             |   |   | Accumulated |   |   |            |  
|                                                                 |  |                   |  |  |              |  |   |           |  |   | Additional  |   |   | During the  |   |   |            |  
|                                                                 |  |                   |  |  | Common Stock |  |   | Paid-In   |  |   | Development |   |   |             |  
|                                                                 |  |                   |  |  | Shares       |  |   | Par Value |  |   | Capital     |   |   | Stage       |   |   | Total      |  
|                                                                 |  |                   |  |  |              |  |   |           |  |   |             |   |   |             |   |   |            |  
|Balance, December 31, 1999                                       |  |                   |  |  | 9,736,695    |  | $ | 9,736     |  | $ | 134,436     |   | $ | (230,132    | ) | $ | (85,960    | )
|                                                                 |  |                   |  |  |              |  |   |           |  |   |             |   |   |             |   |   |            |  
|Issuance of stock for
      cash pursuant to a private placement |  |  at $0.30        |  |  | 1,133,334    |  |   | 1,133     |  |   | 338,867     |   |   | -           |   |   | 340,000    |  
|Issue of stock for finders fee                                  |  |                   |  |  | 50,000       |  |   | 50        |  |   | (50         | ) |   | -           |   |   | -          |  
|Net loss                                                         |  |                   |  |  | -            |  |   | -         |  |   | -           |   |   | (336,431    | ) |   | (336,431   | )
|Non-cash compensation charge                                     |  |                   |  |  | -            |  |   | -         |  |   | 78,707      |   |   | -           |   |   | 78,707     |  
|                                                                 |  |                   |  |  |              |  |   |           |  |   |             |   |   |             |   |   |            |  
|Balance December 31, 2000                                        |  |                   |  |  | 10,920,029   |  |   | 10,919    |  |   | 551,960     |   |   | (566,563    | ) |   | (3,684     | )
|Issuance of stock for services                                   |  |  at $0.50        |  |  | 328,356      |  |   | 328       |  |   | 163,851     |   |   | -           |   |   | 164,179    |  
|                                                                 |  | - at $1.55        |  |  | 13,383       |  |   | 13        |  |   | 20,731      |   |   | -           |   |   | 20,744     |  
|                                                                 |  | - at $3.50        |  |  | 366,667      |  |   | 367       |  |   | 1,282,964   |   |   | -           |   |   | 1,283,331  |  
|Issuance of stock for cash pursuant to a
      private placement |  | - at $0.30        |  |  | 883,332      |  |   | 883       |  |   | 264,117     |   |   | -           |   |   | 265,000    |  
|Issuance of stock
      pursuant to the exercise of warrants     |  | - at $2.00        |  |  | 28,800       |  |   | 29        |  |   | 57,571      |   |   | -           |   |   | 57,600     |  
|Less: Issue costs                                                |  |                   |  |  | -            |  |   | -         |  |   | (17,858     | ) |   | -           |   |   | (17,858    | )
|Net loss                                                         |  |                   |  |  | -            |  |   | -         |  |   | -           |   |   | (2,296,406  | ) |   | (2,296,406 | )
|Non-cash compensation charge                                     |  |                   |  |  | -            |  |   | -         |  |   | 136,378     |   |   | -           |   |   | 136,378    |  
|                                                                 |  |                   |  |  |              |  |   |           |  |   |             |   |   |             |   |   |            |  
|Balance, December 31, 2001                                       |  |                   |  |  | 12,540,567   |  |   | 12,539    |  |   | 2,459,714   |   |   | (2,862,969  | ) |   | (390,716   | )
|Issuance of stock for prepaid
      consulting                   |  |                   |  |  |              |  |   |           |  |   |             |   |   | -           |   |   |            |  
|                                                                 |  | - at $0.35        |  |  | 80,000       |  |   | 80        |  |   | 27,920      |   |   | -           |   |   | 28,000     |  
|Issuance of stock for
      deferred costs                       |  | - at $0.05        |  |  | 1,300,000    |  |   | 1,300     |  |   | 63,700      |   |   | -           |   |   | 65,000     |  
|Issuance of stock for services                                   |  |  at $0.05        |  |  | 100,000      |  |   | 100       |  |   | 4,900       |   |   | -           |   |   | 5,000      |  
|                                                                 |  | - at
      $0.055 |  |  | 60,000       |  |   | 60        |  |   | 3,240       |   |   | -           |   |   | 3,300      |  
|                                                                 |  | - at $0.10        |  |  | 105,000      |  |   | 105       |  |   | 10,395      |   |   | -           |   |   | 10,500     |  
|                                                                 |  | - at
      $0.148 |  |  | 27,000       |  |   | 27        |  |   | 3,973       |   |   | -           |   |   | 4,000      |  
|                                                                 |  | - at $0.20        |  |  | 175,000      |  |   | 175       |  |   | 34,825      |   |   | -           |   |   | 35,000     |  
|                                                                 |  | - at
      $0.209 |  |  | 17,143       |  |   | 17        |  |   | 3,583       |   |   | -           |   |   | 3,600      |  
|                                                                 |  | - at $0.35        |  |  | 120,000      |  |   | 120       |  |   | 41,880      |   |   | -           |   |   | 42,000     |  
|Issuance of stock for debt                                       |  |  at $0.20        |  |  | 458,135      |  |   | 458       |  |   | 91,169      |   |   | -           |   |   | 91,627     |  
|                                                                 |  | - at $0.209       |  |  | 222,751      |  |   | 223       |  |   | 46,156      |   |   | -           |   |   | 46,379     |  
|Net loss                                                         |  |                   |  |  | -            |  |   | -         |  |   | -           |   |   | (214,758    | ) |   | (214,758   | )
|                                                                 |  |                   |  |  |              |  |   |           |  |   |             |   |   |             |   |   |            |  
|Balance, December 31, 2002                                       |  |                   |  |  | 15,205,596   |  |   | 15,204    |  |   | 2,791,455   |   |   | (3,077,727  | ) |   | (271,068   | )
|Non-cash compensation charge                                     |  |                   |  |  | -            |  |   | -         |  |   | 53,500      |   |   | -           |   |   | 53,500     |  
|Issue of stock for
      services                                |  |                   |  |  | 1,450,000    |  |   | 1,450     |  |   | 201,550     |   |   | -           |   |   | 203,000    |  
|Issue of stock for cash
      pursuant to a private placement    |  |  at $0.10        |  |  | 650,000      |  |   | 650       |  |   | 64,350      |   |   | -           |   |   | 65,000     |  
|Net loss                                                         |  |                   |  |  | -            |  |   | -         |  |   | -           |   |   | (1,208,941  | ) |   | (1,208,941 | )

Contd

SEE ACCOMPANYING NOTES

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED                                        
|------------------------------------------------------------------------------------
|                                                                                    
|(A Development Stage Company)                                                       
|STATEMENTS OF CHANGES IN CAPITAL DEFICIT                                            
|For the period from February 28, 1989 (Date of Inception)
      to December 31, 2010
|(Stated in U.S. Dollars)                                                            

|                                                                   |  |            |  |  |              |   |   |           |   |   |             |   |   | Deficit     |   |   |            |  
|------------------------------------------------------------------ |  | ---------- |  |  | ------------ | - | - | --------- | - | - | ----------- | - | - | ----------- | - | - | ---------- | -
|                                                                   |  |            |  |  |              |   |   |           |   |   |             |   |   | Accumulated |   |   |            |  
|                                                                   |  |            |  |  |              |   |   |           |   |   | Additional  |   |   | During the  |   |   |            |  
|                                                                   |  |            |  |  | Common Stock |   |   | Paid-In   |   |   | Development |   |   |             |  
|                                                                   |  |            |  |  | Shares       |   |   | Par Value |   |   | Capital     |   |   | Stage       |   |   | Total      |  
|                                                                   |  |            |  |  |              |   |   |           |   |   |             |   |   |             |   |   |            |  
|Balance, December 31, 2003                                         |  |            |  |  | 17,305,596   |   | $ | 17,304    |   | $ | 3,110,855   |   | $ | (4,286,668  | ) | $ | (1,158,509 | )
|Non-cash compensation charge                                       |  |            |  |  | -            |   |   | -         |   |   | 161,450     |   |   | -           |   |   | 161,450    |  
|Issue of
      stock for cash pursuant to the exercise of warrants |  |  at $0.10 |  |  | 320,000      |   |   | 320       |   |   | 31,680      |   |   | -           |   |   | 32,000     |  
|                                                                   |  |  at $0.05 |  |  | 643,715      |   |   | 644       |   |   | 31,542      |   |   | -           |   |   | 32,186     |  
|Issue of
      stock for cash pursuant to the exercise of options  |  |  at $0.25 |  |  | 205,000      |   |   | 205       |   |   | 51,045      |   |   | -           |   |   | 51,250     |  
|Issue of stock for debt                                            |  |  at $0.05 |  |  | 563,000      |   |   | 563       |   |   | 29,437      |   |   | -           |   |   | 30,000     |  
|                                                                   |  |  at $0.06 |  |  | 825,364      |   |   | 825       |   |   | 47,712      |   |   | -           |   |   | 48,537     |  
|                                                                   |  |  at $0.30 |  |  | 50,000       |   |   | 50        |   |   | 14,950      |   |   | -           |   |   | 15,000     |  
|Issuance of stock for
      services                               |  |  at $2.00 |  |  | 10,000       |   |   | 10        |   |   | 19,990      |   |   | -           |   |   | 20,000     |  
|                                                                   |  |  at $0.35 |  |  | 350,000      |   |   | 350       |   |   | 122,150     |   |   | -           |   |   | 122,500    |  
|Cancellation
      of stock issued for deferred Investment costs   |  |  at $0.05 |  |  | (1,300,000   | ) |   | (1,300    | ) |   | (63,700     | ) |   | -           |   |   | (65,000    | )
|Net loss                                                           |  |            |  |  | -            |   |   | -         |   |   | -           |   |   | (517,324    | ) |   | (517,324   | )
|                                                                   |  |            |  |  |              |   |   |           |   |   |             |   |   |             |   |   |            |  
|Balance, December 31, 2004                                         |  |            |  |  | 18,972,675   |   |   | 18,971    |   |   | 3,557,111   |   |   | (4,803,992  | ) |   | (1,227,910 | )
|Non-cash compensation
      charge                                 |  |            |  |  | -            |   |   | -         |   |   | 25,700      |   |   | -           |   |   | 25,700     |  
|Issue of stock for cash pursuant
      to the exercise of warrants |  |  at $0.07 |  |  | 75,820       |   |   | 76        |   |   | 5,232       |   |   | -           |   |   | 5,308      |  
|                                                                   |  |  at $0.10 |  |  | 357,760      |   |   | 358       |   |   | 35,417      |   |   | -           |   |   | 35,775     |  
|                                                                   |  |  at $0.11 |  |  | 299,724      |   |   | 300       |   |   | 31,270      |   |   | -           |   |   | 31,570     |  
|                                                                   |  |  at $0.21 |  |  | 16,803       |   |   | 17        |   |   | 3,483       |   |   | -           |   |   | 3,500      |  
|Issue of stock for debt                                            |  |  at $0.39 |  |  | 635,901      |   |   | 636       |   |   | 249,524     |   |   | -           |   |   | 250,160    |  
|Issuance of stock for
      services                               |  |  at $0.25 |  |  | 950,000      |   |   | 950       |   |   | 236,550     |   |   | -           |   |   | 237,500    |  
|                                                                   |  |  at $0.36 |  |  | 100,000      |   |   | 100       |   |   | 35,900      |   |   | -           |   |   | 36,000     |  
|                                                                   |  |  at $0.50 |  |  | 121,000      |   |   | 121       |   |   | 60,379      |   |   | -           |   |   | 60,500     |  
|                                                                   |  |  at $0.54 |  |  | 20,000       |   |   | 20        |   |   | 10,680      |   |   | -           |   |   | 10,700     |  
|                                                                   |  |  at $0.84 |  |  | 50,000       |   |   | 50        |   |   | 41,950      |   |   | -           |   |   | 42,000     |  
|Issuance of stock dividend                                         |  |  at $0.65 |  |  | 4,060,643    |   |   | 4,061     |   |   | 2,635,357   |   |   | (2,639,418  | ) |   | -          |  
|Net loss                                                           |  |            |  |  | -            |   |   | -         |   |   | -           |   |   | (517,270    | ) |   | (517,270   | )
|                                                                   |  |            |  |  |              |   |   |           |   |   |             |   |   |             |   |   |            |  
|Balance, December 31, 2005                                         |  |            |  |  | 25,660,326   |   |   | 25,660    |   |   | 6,928,553   |   |   | (7,960,680  | ) |   | (1,006,467 | )
|                                                                   |  |            |  |  |              |   |   |           |   |   |             |   |   |             |   |   |            |  
|Issue of
      stock for cash pursuant to a private placement      |  |  at $0.40 |  |  | 200,000      |   |   | 200       |   |   | 79,800      |   |   | -           |   |   | 80,000     |  
|Issue of stock for finders fee                                    |  |  at $0.40 |  |  | 100,000      |   |   | 100       |   |   | 39,900      |   |   | -           |   |   | 40,000     |  
|Share issue costs                                                  |  |            |  |  | -            |   |   | -         |   |   | (43,000     | ) |   | -           |   |   | (43,000    | )
|Beneficial conversion feature
      on convertible debt            |  |            |  |  | -            |   |   | -         |   |   | 77,800      |   |   | -           |   |   | 77,800     |  
|Net loss                                                           |  |            |  |  | -            |   |   | -         |   |   | -           |   |   | (401,655    | ) |   | (401,655   | )

Contd

SEE ACCOMPANYING NOTES

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED                                        
|------------------------------------------------------------------------------------
|                                                                                    
|(A Development Stage Company)                                                       
|STATEMENTS OF CHANGES IN CAPITAL DEFICIT                                            
|For the period from February 28, 1989 (Date of Inception)
      to December 31, 2010
|(Stated in U.S. Dollars)                                                            

|                                                              |  |            |  |  |              |  |   |           |  |   |             |  |   | Deficit     |   |   |            |  
|------------------------------------------------------------- |  | ---------- |  |  | ------------ |  | - | --------- |  | - | ----------- |  | - | ----------- | - | - | ---------- | -
|                                                              |  |            |  |  |              |  |   |           |  |   |             |  |   | Accumulated |   |   |            |  
|                                                              |  |            |  |  |              |  |   |           |  |   | Additional  |  |   | During the  |   |   |            |  
|                                                              |  |            |  |  | Common Stock |  |   | Paid-In   |  |   | Development |  |   |             |  
|                                                              |  |            |  |  | Shares       |  |   | Par Value |  |   | Capital     |  |   | Stage       |   |   | Total      |  
|                                                              |  |            |  |  |              |  |   |           |  |   |             |  |   |             |   |   |            |  
|Balance, December 31, 2006                                    |  |            |  |  | 25,960,326   |  | $ | 25,960    |  | $ | 7,083,053   |  | $ | (8,362,335  | ) | $ | (1,253,322 | )
|Issue of stock for cash pursuant
      to a private placement |  |  at $0.25 |  |  | 200,000      |  |   | 200       |  |   | 49,800      |  |   | -           |   |   | 50,000     |  
|Issuance of stock for
      services                          |  |  at $0.20 |  |  | 700,000      |  |   | 700       |  |   | 139,300     |  |   | -           |   |   | 140,000    |  
|Non-cash compensation charge                                  |  |            |  |  | -            |  |   | -         |  |   | 29,240      |  |   | -           |   |   | 29,240     |  
|Beneficial
      conversion feature on convertible debt       |  |            |  |  | -            |  |   | -         |  |   | 39,600      |  |   | -           |   |   | 39,600     |  
|Net loss                                                      |  |            |  |  | -            |  |   | -         |  |   | -           |  |   | (519,345    | ) |   | (519,345   | )
|                                                              |  |            |  |  |              |  |   |           |  |   |             |  |   |             |   |   |            |  
|Balance, December 31, 2007                                    |  |            |  |  | 26,860,326   |  |   | 26,860    |  |   | 7,340,993   |  |   | (8,881,680  | ) |   | (1,513,827 | )
|Issuance of stock for
      services                          |  |  at $0.07 |  |  | 750,000      |  |   | 750       |  |   | 51,250      |  |   | -           |   |   | 52,000     |  
|Non-cash compensation charge                                  |  |            |  |  | -            |  |   | -         |  |   | 251,078     |  |   | -           |   |   | 251,078    |  
|Beneficial
      conversion feature on convertible debt       |  |            |  |  | -            |  |   | -         |  |   | 122,262     |  |   | -           |   |   | 122,262    |  
|Net loss                                                      |  |            |  |  | -            |  |   | -         |  |   | -           |  |   | (723,811    | ) |   | (723,811   | )
|                                                              |  |            |  |  |              |  |   |           |  |   |             |  |   |             |   |   |            |  
|Balance, December 31, 2008                                    |  |            |  |  | 27,610,326   |  |   | 27,610    |  |   | 7,765,583   |  |   | (9,605,491  | ) |   | (1,812,298 | )
|Net loss                                                      |  |            |  |  | -            |  |   | -         |  |   | -           |  |   | (154,805    | ) |   | (154,805   | )
|                                                              |  |            |  |  |              |  |   |           |  |   |             |  |   |             |   |   |            |  
|Balance, December 31, 2009                                    |  |            |  |  | 27,610,326   |  |   | 27,610    |  |   | 7,765,583   |  |   | (9,760,296  | ) |   | (1,967,103 | )
|Net loss                                                      |  |            |  |  | -            |  |   | -         |  |   | -           |  |   | (134,729    | ) |   | (134,729   | )
|                                                              |  |            |  |  |              |  |   |           |  |   |             |  |   |             |   |   |            |  
|Balance, December
      31, 2010                              |  |            |  |  | 27,610,326   |  | $ | 27,610    |  | $ | 7,765,583   |  | $ | (9,895,025  | ) | $ | (2,101,832 | )

SEE ACCOMPANYING NOTES

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|                                            
|(A Development Stage Company)               
|NOTES TO THE FINANCIAL STATEMENTS           
|December 31, 2010 and 2009                  
|(Stated in U.S. Dollars)                    

|1. | Nature of Operations and Ability to Continue as a
      Going Concern
|-- | ---------------------------------------------------------------------

The Company is in the development stage
and is devoting its efforts to exploring new investment opportunities, including
real estate development projects.

These financial statements have been
prepared in accordance with generally accepted accounting principles applicable
to a going concern, which assumes that the Company will be able to meet its
obligations and continue its operations for its next fiscal year. Realization
values may be substantially different from carrying values as shown and these
financial statements do not give effect to adjustments that would be necessary
to the carrying values and classification of assets and liabilities should the
Company be unable to continue as a going concern. At December 31, 2010, the
Company had not yet achieved profitable operations, has an accumulated deficit
of $9,895,025 since its inception, has a working capital deficiency of
$1,309,832 and expects to incur further losses in the development of its
business, all of which casts substantial doubt about the Companys ability to
continue as a going concern. Management anticipates that it requires
approximately $75,000 over the twelve months ended December 31, 2011 to continue
operations as well as the Company estimates it will accrue interest expenses of
$60,000 over the next 12 months on loans due to related parties. In addition to
funding the Companys general, administrative and corporate expenses the Company
is obligated to address its current obligations totaling $1,310,390. To the
extent that cash needs are not achieved from operating cash flow and existing
cash on hand, the Company will be required to raise necessary cash through
shareholder loans, equity issuances and/or other debt financing. Amounts raised
will be used to continue the development of the Company's investment activities,
and for other working capital purposes, which may be dilutive to existing
shareholders. The Company currently has no agreement in place to raise funds for
current liabilities and no guarantee can be given that we will be able to raise
funds for this purpose on terms acceptable to the company. Failure to raise
funds for general, administrative and corporate expenses and current liabilities
could result in a severe curtailment of the company operations.

The Companys ability to continue as a
going concern is dependent upon its ability to generate future profitable
operations and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management has no formal plan in place to address this concern but
considers that the Company will be able to obtain additional funds by equity
financing and/or related party advances, however there is no assurance of
additional funding being available. The Company has historically satisfied its
capital needs primarily by issuing equity securities and/or related party
advances. Management plans to continue to provide for its capital needs during
the year ended December 31, 2011, by issuing equity securities and/or related
party advances.

The Company was incorporated in
Colorado on February 28, 1989 as Jefferson Capital Corporation. Effective June
13, 1990 the Company changed its name to Ohio & Southwestern Energy Company.
Effective July 1, 2001, the Company and Strategic Internet Investments,
Incorporated ("Strategic), an inactive Delaware corporation incorporated on
March 2, 2001, were merged. All common shares outstanding of the Company were
converted into an equal number of common shares of Strategic. The purpose of
this merger was to change the corporate jurisdiction of the Company from
Colorado to Delaware and to change the name of the Company. The surviving
corporation of the merger is Strategic, a Delaware corporation.

|2. | Summary of Significant Accounting
  Policies
|-- | --------------------------------------------

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

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

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|                                            
|(A Development Stage Company)               
|NOTES TO THE FINANCIAL STATEMENTS           
|December 31, 2010 and 2009                  
|(Stated in U.S. Dollars)                    

|2. | Summary of Significant Accounting Policies
      (contd)
|-- | ----------------------------------------------------------

Development Stage Company

The Company is a development stage
company and is devoting substantially all of its present efforts to establish a
new business and none of its planned principal operations have commenced. All
losses accumulated since inception have been considered as part of the Companys
development stage activities.

Income Taxes

The Company accounts for income taxes
in accordance with Accounting Standards Codification ("ASC") 740, Income
Taxes("ASC 740"). There are two major components of income tax expense,
current and deferred. Current income tax expense approximates cash to be paid or
refunded for taxes for the applicable period. Deferred tax assets and
liabilities are determined based upon the difference between the financial
statement and tax basis of assets and liabilities as measured by the enacted tax
rates, which will be in effect when these differences reverse. Deferred tax
expense or benefit is the result of changes between deferred tax assets and
liabilities.

A valuation allowance is established
when, based on an evaluation of objective verifiable evidence, it is more likely
than not that some portion or all of deferred tax assets will not be realized.

The Company recognizes the impact of an
uncertain income tax position at the largest amount that is more-likely-than-not
to be sustained upon audit by the relevant taxing authority and includes
consideration of interest and penalties. An uncertain income tax position will
not be recognized if it has a 50% or less likelihood of being sustained. The
liability for unrecognized tax benefits is classified as non-current unless the
liability is expected to be settled in cash within 12 months of the reporting
date.

The Company recognizes interest and
penalties related to unrecognized tax benefits within the income tax expense
line in the statements of operations. Accrued interest and penalties are
included within unrecognized tax benefits and other long-term liabilities line
in the balance sheet.

Basic Loss Per Share

The basic loss per share is computed by
dividing net loss available to common stockholders by the weighted average
number of common shares outstanding. Diluted loss per common share is computed
similar to basic loss per share except that the denominator is increased to
include the number of additional shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive. In addition, in computing the dilutive effect of convertible
securities, the numerator is adjusted to add back any convertible preferred
dividend and the after-tax amount of interest in the period associated with any
convertible debt. The numerator is also adjusted for any other changes in income
or loss that would result from the assumed conversion of these potential common
shares. The if-converted method is used in calculating diluted loss per share
for the convertible debentures. The treasury stock method is used in calculating
diluted loss per share, which assumes that any proceeds received from the
exercise of in-the-money stock options and share purchase warrants would be used
to purchase common shares at the average market price for the period.

Common share equivalents represent the
dilutive effect of the assumed exercise of the outstanding stock options and
warrants, using the treasury stock method, and the dilutive effect of the
assumed conversion of convertible debt and convertible preferred shares, using
the if-converted method, only if the common stock equivalents are considered
dilutive based upon the Companys net loss position at the calculation date.

At December 31, 2010, the Company had
17,397,588 (2009  17,816,588) common share equivalents in respect to
convertible preferred shares, stock options, warrants and convertible debt.
Because the Company incurred a loss diluted loss per share is the same as basic
loss per share.

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|                                            
|(A Development Stage Company)               
|NOTES TO THE FINANCIAL STATEMENTS           
|December 31, 2010 and 2009                  
|(Stated in U.S. Dollars)                    

|2. | Summary of Significant Accounting Policies
      (contd)
|-- | ----------------------------------------------------------

Foreign Currency Translation

Foreign currency transactions are
translated into U.S. dollars, the functional and reporting currency, by the use
of the exchange rate in effect at the date of the transaction, in accordance
with ASC 830, Foreign Currency Matters. At each balance sheet date,
recorded balances that are denominated in a currency other than U.S. dollars are
adjusted to reflect the current exchange rate. Any exchange gains or losses are
included in the Statements of Operations.

Financial Instruments

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

As a basis for considering market
participant assumptions in fair value measurements, ASC 820-10 establishes a
fair value hierarchy that distinguishes between market participant assumptions
based on market data obtained from sources independent of the reporting entity
(observable inputs that are classified within Levels 1 and 2 of the hierarchy)
and the reporting entitys own assumptions about market participant assumptions
(unobservable inputs classified within Level 3 of the hierarchy).

The fair value hierarchy, as defined by
ASC 820-10, contains three levels of inputs that may be used to measure fair
value as follows:

- Level 1 inputs utilize quoted prices (unadjusted) in active markets for
      identical assets or liabilities;
- Level 2 inputs are inputs other than quoted prices included in Level 1
      that are observable for the asset or liability, either directly or indirectly
      such as interest rates, foreign exchange rates, and yield curves that are
      observable at commonly quoted intervals; and
- Level 3 inputs are unobservable inputs for the asset or liability which
      are typically based on an entitys own assumptions, as there is little, if
      any, related market activity.

In instances where the determination of
the fair value measurement is based on inputs from different levels of the fair
value hierarchy, the level in the fair value hierarchy within which the entire
fair value measurement falls is based on the lowest level input that is
significant to the fair value measurement in its entirety. The Companys
assessment of the significance of a particular input to the fair value
measurement in its entirety requires judgment and considers factors specific to
the asset or liability. The Company does not have any fair value measurements
using Level 2 or Level 3 inputs as of December 31, 2010 and 2009.

Stock-based Compensation

The Company accounts for stock-based
compensation using ASC 718 which requires public companies to recognize the cost
of services received in exchange for equity instruments, based on the grant-date
fair value of those instruments.

The Company uses the Black-Scholes
option valuation model to calculate stock-based compensation at the date of the
grant. Option valuation models require the input of highly subjective
assumptions, including the expected price volatility. Changes in assumptions can
materially affect the fair value estimate. Compensation expense for unvested
options to non-employees is revalued at each period end and is being amortized
over the vesting period of the options.

Convertible Instruments and
Beneficial Conversion Feature

When the Company issues convertible
instruments with detachable instruments, the proceeds of the issuance are
allocated between the convertible instrument and other detachable instruments
based on their relative fair values pursuant to ASC 470-20 Application of
Issue No. 98-5 to Certain Convertible Instruments. The resulting
discount of the convertible instrument is amortized into income as interest
expense over the term of the convertible instrument. As at December 31, 2010 and
2009, there were no convertible instruments with detachable instruments
outstanding.

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|                                            
|(A Development Stage Company)               
|NOTES TO THE FINANCIAL STATEMENTS           
|December 31, 2010 and 2009                  
|(Stated in U.S. Dollars)                    

|2. | Summary of Significant Accounting Policies
      (contd)
|-- | ----------------------------------------------------------

Convertible Instruments and
Beneficial Conversion Feature(contd)

When the Company issues convertible
debt securities with a non-detachable conversion feature that provides for an
effective rate of conversion that is below market value on the commitment date,
it is known as a beneficial conversion feature ("BCF). The Company first
assessed the convertible debt securities to determine if the embedded conversion
feature meets the exemption criteria of paragraph 11(a) of ASC 815 "Accounting
for Derivative Instruments and Hedging Activities. For the convertible debt
securities outstanding as at December 31, 2009 and 2008, the embedded conversion
features met the exemption criteria to be classified as equity instruments.
Pursuant to ASC 470-20

"Accounting for Convertible Securities
with Beneficial Conversion Features or Contingently Adjustable Conversion
Ratios , the conversion feature of the security that has characteristics of an
equity instrument is measured at its intrinsic value at the commitment date and
is recorded as additional paid in capital. A portion of the proceeds of the
security issued is allocated to the conversion feature equal to its intrinsic
value to a maximum of the amount allocated to the convertible instrument. The
resulting discount of the debt instrument is amortized into income as interest
expense using the effective interest rate over the term of the loan. However,
due to demand nature of the convertible debt securities, the discount of the
debt instrument was immediately expensed.

New Accounting Standards

ASC 105. The Financial
Accounting Standards Board ("FASB) issued FASB Statement No. 168, The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles, ("SFAS No. 168) " a replacement of FASB
Statement No. 162. SFAS No. 168 is the new source of authoritative GAAP
recognized by the FASB to be applied by nongovernmental entities. Rules and
interpretive releases of the SEC under authority of federal securities laws are
also sources of authoritative GAAP for SEC registrants.

ASC 805. The FASB issued ASC
805, "Business Combinations. The standard requires the acquiring entity in a
business combination to recognize all (and only) the assets acquired and
liabilities assumed in the transaction; establishes the acquisition date fair
value as the measurement objective for all assets acquired and liabilities
assumed; and requires the acquirer to disclose to investors and other users all
of the information they need to evaluate and understand the nature and financial
effect of the business combination. The adoption of this standard did not have a
material impact on the Companys consolidated financial statements.

ASC 810. The FASB issued ASC
810, "Consolidation. The standard requires all entities to report
non-controlling (minority) interests as equity in consolidated financial
statements. ASC 810 eliminates the diversity that currently exists in accounting
for transactions between an entity and non-controlling interests by requiring
they be treated as equity transactions. The adoption of this standard did not
have a material impact on the Companys consolidated financial statements.

ASC 855. The FASB issued
Statement of ASC 855 (prior authoritative literature:FAS No. 165,
Subsequent Events) which establishes general standards of accounting
for and disclosure of events that occur after the balance sheet date but before
the financial statements are issued or are available to be issued. ASC 855
provides guidance on the period after the balance sheet date during which
management of a reporting entity should evaluate events or transactions that may
occur for potential recognition or disclosure in the financial statements, the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements and the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. The Company adopted ASC 855 during the
first quarter of fiscal 2010, and its application had no impact on the Companys
consolidated financial statements.

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|                                            
|(A Development Stage Company)               
|NOTES TO THE FINANCIAL STATEMENTS           
|December 31, 2010 and 2009                  
|(Stated in U.S. Dollars)                    

|2. | Summary of Significant Accounting Policies
      (contd)
|-- | ----------------------------------------------------------

New Accounting Standards 
(contd)

ASU 2010-06. The FASB issued
Accounting Standards Update No. 2010-06, Improving Disclosures about Fair
Value Measurements (Topic 820)Fair Value Measurements and Disclosures(ASU 2010-06), to add additional disclosures about the different classes of
assets and liabilities measured at fair value, the valuation techniques and
inputs used, the activity in Level 3 fair value measurements, and the transfers
between Levels 1, 2, and 3. Certain provisions of this update will be effective
for the Company in fiscal 2011 and the adoption of this standards update did not
have a material impact on the Companys consolidated financial statements.

ASU 2010-09. The FASB issued ASU
2010-09, Subsequent Events. ASU 2010-09 was issued to amend ASC 855 to
remove the requirement for SEC filers to disclose the date through which an
entity has evaluated subsequent events. This change is intended to alleviate
potential conflicts with current SEC guidance. The provisions of ASU 2010-09 are
effective upon issuance. The adoption of ASC 855 and ASU 2010-09 did not have a
material impact on the Company's financial statements.

ASC 825-10-65-1, "Interim Disclosures
about Fair Value of Financial Instruments (FASB ASC 825-10-65-1), enhances
consistency in financial reporting by increasing the frequency of fair value
disclosures. This FSP is effective for interim and annual periods ending after
June 15, 2009, but entities may adopt it early for interim and annual periods
ending after March 15, 2009. The adoption of this standard did not have a
material impact on the Company's financial statements.

|3. | Deferred Costs
|-- | --------------

Deferred costs consist of consultants
fees and payments to reimburse Star Leisure and Entertainment Inc. ("Star
Leisure) with respect to the acquisition of Gulf Star World Development W.L.L
("Gulf Star). By a letter of agreement dated July 11, 2002, the Company agreed
to purchase 80% of the outstanding shares of Gulf Star, a Bahrain corporation,
from Star Leisure. Star Leisure is controlled by a director of the Company. Gulf
Star is the 100% owner and developer of the residential and tourist project
known as the Dream Island Resort, located in Bahrain. In 2005, due to the
uncertainty of the future viability of the Dream Island project, the Company
wrote-down the associated deferred costs to a nominal value of $1. On May 20,
2009 the letter of agreement was terminated and the remaining related costs
written-off.

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|                                            
|(A Development Stage Company)               
|NOTES TO THE FINANCIAL STATEMENTS           
|December 31, 2010 and 2009                  
|(Stated in U.S. Dollars)                    

|4. | Loans Payable
|-- | -------------

| |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |   | December 31, |  |   | December 31, | 
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------------ |  | - | ------------ | 
| |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |   | 2010         |  |   | 2009         | 
| |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |   |              |  |   |              | 
| | a) |  | Loan payable to a company
      controlled by a director of the Company including accrued interest of
      $6,614 (2009 - $5,118). The loan is unsecured, bearing interest at 12% per
      annum and is repayable on demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | $ | 13,416       |  | $ | 11,920       | 
| |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |   |              |  |   |              | 
| | b) |  | Loans payable to companies
      controlled by directors of the Company. The loans are unsecured,
      non-interest bearing, and repayable upon demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |   | 164,682      |  |   | 106,329      | 
| |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |   |              |  |   |              | 
| | c) |  | Loan payable to a company
      controlled by a director of the Company, including accrued interest
      payable of $57,459 (2009 - $36,653), pursuant to a Convertible Loan
      Agreement. The loan is unsecured, bearing interest at 10% per annum and is
      repayable on demand. The lender may at anytime convert the principal sum
      into units of the Company. Each unit will consist of one common share plus
      one common share purchase warrant. The principal sum of $163,766 may be
      converted into 2,320,858 units. Conversion of these loans and resulting
      associated warrants to equity will be based on the conversion price set at
      the time the principal amount was drawn ranging from $0.05 to $0.23. Upon
      conversion of this loan, the $73,685 fair value of the warrants will be
      recognized as an interest expense and credited to additional paid-in
      capital. |  |   | 221,225      |  |   | 200,419      | 
| |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |   |              |  |   |              | 
| | d) |  | Loan payable to a company controlled by a director of the
      Company, including accrued interest of $82,606 (2009 - $50,835), pursuant
      to a Convertible Loan Agreement. The loan is unsecured, bearing interest
      at 10% per annum and is repayable on demand. The lender may at anytime
      convert the principal sum into units of the Company. Each unit will
      consist of one common share plus one common share purchase warrant. The
      principal sum of $255,209 may be converted into 4,526,436 units.
      Conversion of this loan and resulting associated warrants to equity will
      be based on the conversion price set at the time the principal amount was
      drawn ranging from $0.05 to $0.12. Upon conversion of this loan, the
      $113,338 fair value of the warrants will be recognized as an interest
      expense and credited to additional paid-in capital.                |  |   | 337,815      |  |   | 306,044      | 
| |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |   |              |  |   |              | 
| |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | $ | 737,138      |  | $ | 624,712      | 

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|                                            
|(A Development Stage Company)               
|NOTES TO THE FINANCIAL STATEMENTS           
|December 31, 2010 and 2009                  
|(Stated in U.S. Dollars)                    

|5. | Capital Stock Notes 4 and
6
|-- | ----------------------------

Capital Stock

On June 1, 2008, the Company issued
750,000 common shares to two consultants for consulting services to be provided
over a twelve month period, valued at $52,000. The Company determined the fair
value of the shares issued using the market price on the share issuance date. In
September 2008 the Company terminated its agreement with one of the consultants
and the remaining value of these shares was charged to operations during the
year ended December 31, 2008. In May 2009 the Company terminated its agreement
with the other consultant and the remaining value of these shares was charged to
operations during the year ended December 31, 2009.

Class A Convertible Preferred Shares

The Class A convertible preferred
shares issued in 2003 have a par value of $0.001 and are convertible to common
shares at $4.00 per share during the first 180 days following issuance, and
thereafter at the average of twenty consecutive days closing prices, but shall
not be less than $1.50 per share or greater than $6.00 per share. The Company
has the right to redeem its Class A convertible preferred stock at any time by
paying to the holders thereof the sum of $4 per share.

The aggregate liquidation value of the
Class A convertible preferred shares is $792,000. A merger or consolidation of
the Company that results in the Companys stockholders immediately prior to the
transaction not holding at least 50% of the voting power of the surviving entity
shall be deemed a liquidation event.

Stock Option Plan

The Companys board of directors
approved a stock option plan. Under the plan directors, employees and
consultants may be granted options to purchase common stock of the Company at a
price of not less than 100% of the fair market value of the stock. The total
number of options granted must not exceed 15% of the outstanding common stock of
the Company. The plan expires on July 1, 2017.

Stock-based Compensation

In 2008 the Company granted share
purchase options to directors, employees, and consultants of the Company at the
closing price of the Companys common stock on the date of the grants. The
options were granted with a term of 5 years.

During the years ended December 31,
2010 and 2009 the Company did not grant any stock options.

The fair value of each option grant was
estimated on the date of the grant using the Black-Scholes option valuation
model. The Black-Scholes option valuation model requires the input of highly
subjective assumptions including the expected price volatility. Changes in the
subjective input assumptions can materially affect the fair value estimate and
therefore the Black-Scholes model does not necessarily provide a reliable single
measure of the fair value of the Companys share purchase options.

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|                                            
|(A Development Stage Company)               
|NOTES TO THE FINANCIAL STATEMENTS           
|December 31, 2010 and 2009                  
|(Stated in U.S. Dollars)                    

|5. | Capital Stock Notes 4 and 6 
  (contd)
|-- | -----------------------------------------

Stock-based Compensation  (contd)

During the previous two years ended
December 31, 2010, the change in share purchase options outstanding are as
follows:

| |                                          |  |           |   |  | Weighted |  |  | Weighted         |  |   |           | 
| | ---------------------------------------- |  | --------- | - |  | -------- |  |  | ---------------- |  | - | --------- | 
| |                                          |  |           |   |  | Average  |  |  | Average          |  |   | Aggregate | 
| |                                          |  |           |   |  | Exercise |  |  | Remaining        |  |   | Intrinsic | 
| |                                          |  | Shares    |   |  | Price    |  |  | Contractual Life |  |   | Value     | 
| |                                          |  |           |   |  |          |  |  |                  |  |   |           | 
| | Options outstanding at December 31, 2008 |  | 4,125,000 |   |  | $0.15    |  |  | 3.96 years       |  | $ | -         | 
| | Cancelled during
      the year          |  | (400,000  | ) |  | $0.15    |  |  | 4.24
      years |  |   | -         | 
| | Options outstanding at December 31, 2009 |  | 3,725,000 |   |  | $0.15    |  |  | 3.42 years       |  | $ | -         | 
| | Cancelled during
      the year          |  | (550,000  | ) |  | $0.15    |  |  | 2.42
      years |  |   | -         | 
| | Options outstanding at December 31, 2010 |  | 3,175,000 |   |  | $0.15    |  |  | 2.42 years       |  | $ | -         | 

At December 31, 2010, the Company had
share purchase options outstanding as follows:

| | Number of Options | Exercise Price | Expiry Date 
| | ----------------- | -------------- | ------------
| | 3,175,000         | $0.15          | June 1, 2013

At December 31, 2010 and December 31,
2009 all of the outstanding share purchase options were exercisable.

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|                                            
|(A Development Stage Company)               
|NOTES TO THE FINANCIAL STATEMENTS           
|December 31, 2010 and 2009                  
|(Stated in U.S. Dollars)                    

|6. | Non-Cash Transactions
|-- | ---------------------

Investing and financing activities that
do not have a direct impact on cash flows are excluded from the statements of
cash flows. The Company issued common shares for settlement of debts,
convertible loans, and for services provided to the Company during the following
years:

| |      |  |                              |  |  | Number of |  |  |               |   | Weighted            |  |   |           |  
| | ---- |  | ---------------------------- |  |  | --------- |  |  | ------------- | - | ------------------- |  | - | --------- | -
| |      |  |                              |  |  | Preferred |  |  | Number of     |   | Average
      Price |  |   |           |  
| | Year |  |                              |  |  | Shares    |  |  | Common Shares |   | Per Share           |  |   | Total     |  
| |      |  |                              |  |  |           |  |  |               |   |                     |  |   |           |  
| | 1995 |  | Consulting fee               |  |  | -         |  |  | 50,000        |   | $0.03               |  | $ | 1,500     |  
| | 1998 |  | Management fee               |  |  | -         |  |  | 7,000,000     |   | $0.001              |  |   | 7,000     |  
| | 1998 |  | Consulting fee               |  |  | -         |  |  | 620,000       |   | $0.01               |  |   | 6,200     |  
| | 2000 |  | Finders fee                  |  |  | -         |  |  | 50,000        |   | $0.001              |  |   | 50        |  
| | 2001 |  | Consulting fee               |  |  | -         |  |  | 708,406       |   | $2.07               |  |   | 1,468,254 |  
| | 2002 |  | Deferred cost                |  |  | -         |  |  | 1,300,000     |   | $0.05               |  |   | 65,000    |  
| | 2002 |  | Consulting fee               |  |  | -         |  |  | 684,143       |   | $0.19               |  |   | 131,400   |  
| | 2002 |  | Debt settlement              |  |  | -         |  |  | 680,886       |   | $0.20               |  |   | 138,006   |  
| | 2003 |  | Consulting fee               |  |  | -         |  |  | 1,450,000     |   | $0.14               |  |   | 203,000   |  
| | 2003 |  | Termination fee              |  |  | 198,000   |  |  | -             |   | $4.00               |  |   | 792,000   |  
| | 2004 |  | Loan conversion              |  |  | -         |  |  | 825,364       |   | $0.06               |  |   | 48,537    |  
| | 2004 |  | Loan settlement              |  |  | -         |  |  | 613,000       |   | $0.07               |  |   | 45,000    |  
| | 2004 |  | Consulting fee               |  |  | -         |  |  | 360,000       |   | $0.40               |  |   | 142,500   |  
| | 2004 |  | Deferred cost (cancellation) |  |  | -         |  |  | (1,300,000    | ) | $0.05               |  |   | (65,000   | )
| | 2005 |  | Communications               |  |  | -         |  |  | 56,000        |   | $0.50               |  |   | 28,000    |  
| | 2005 |  | Consulting fees              |  |  | -         |  |  | 1,135,000     |   | $0.29               |  |   | 333,700   |  
| | 2005 |  | Legal fees                   |  |  | -         |  |  | 50,000        |   | $0.50               |  |   | 25,000    |  
| | 2005 |  | Loan conversion              |  |  | -         |  |  | 635,901       |   | $0.39               |  |   | 250,160   |  
| | 2005 |  | Stock dividend               |  |  | -         |  |  | 4,120,643     |   | $0.65               |  |   | 2,678,418 |  
| | 2006 |  | Finders fee                 |  |  | -         |  |  | 100,000       |   | $0.40               |  |   | 40,000    |  
| | 2007 |  | Consulting fees              |  |  | -         |  |  | 700,000       |   | $0.20               |  |   | 140,000   |  
| | 2008 |  | Consulting fees              |  |  | -         |  |  | 750,000       |   | $0.07               |  |   | 52,000    |  
| |      |  |                              |  |  |           |  |  |               |   |                     |  |   |           |  
| |      |  |                              |  |  | 198,000   |  |  | 20,589,343    |   |                     |  | $ | 6,530,725 |  

These amounts have been excluded from
the investing and financing activities of the statements of cash flows.

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|                                            
|(A Development Stage Company)               
|NOTES TO THE FINANCIAL STATEMENTS           
|December 31, 2010 and 2009                  
|(Stated in U.S. Dollars)                    

|7. | Related Party Transactions Notes 4 and
  5
|-- | -------------------------------------------

The Company was charged the following
by stockholders, directors, by companies controlled by directors and/or
stockholders of the Company, and by companies with directors in common:

| |                    |   |                               |  |   |              |  |   | Cumulative from | 
| | ------------------ | - | ----------------------------- |  | - | ------------ |  | - | --------------- | 
| |                    |   |                               |  |   |              |  |   | February 28,    | 
| |                    |   |                               |  |   |              |  |   | 1989 (Date of   | 
| |                    |   |                               |  |   |              |  |   | Inception) to   | 
| |                    |   | Year ended
      December 31, |  |   | December 31, | 
| |                    |   | 2010                          |  |   | 2009         |  |   | 2010            | 
| |                    |   |                               |  |   |              |  |   |                 | 
| | Consulting fees    | $ | -                             |  | $ | -            |  | $ | 249,043         | 
| | Interest           |   | 54,073                        |  |   | 48,961       |  |   | 362,254         | 
| | Management fees    |   | -                             |  |   | -            |  |   | 546,325         | 
| | Office and general |   | -                             |  |   | -            |  |   | 26,944          | 
| | Rent               |   | -                             |  |   | -            |  |   | 130,232         | 
| |                    |   |                               |  |   |              |  |   |                 | 
| |                    | $ | 54,073                        |  | $ | 48,961       |  | $ | 1,314,798       | 

At December 31, 2010, accounts payable
includes $461,695 (2009 - $459,499) due to directors of the Company and
companies controlled by directors of the Company in respect of unpaid management
fees and expenses incurred on behalf of the Company.

At December 31, 2010, accounts payable
also includes $15,527 (2009 - $15,527) of expenses for operating costs paid on
behalf of the Company by companies with directors in common.

The Company entered into two Management
Services Agreements dated January 1, 2007 with a director and a company
controlled by a director of the Company. Under the terms of these agreements
they were each paid $7,500 per month, plus taxes where applicable, for
management services. These agreements expired in 2008. At December 31, 2010 the
Company owed $323,057 (2009 - $324,057) pursuant to the two Management Services
Agreements. If the Company is unable to pay for the services, the consultant may
elect to settle any portion of outstanding amounts plus interest with units of
the Company. Each unit shall consist of one common share and one share purchase
warrant entitling the holder to purchase one additional common share of the
Company. The price for the units and warrants will be determined based on a
discount to the 10 day average market price ranging from 50% to 60%, but no less
than $0.05 per share.

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|                                            
|(A Development Stage Company)               
|NOTES TO THE FINANCIAL STATEMENTS           
|December 31, 2010 and 2009                  
|(Stated in U.S. Dollars)                    

|8. | Income Taxes
|-- | ------------

The tax effects of temporary
differences that give rise to deferred tax assets at December 31, 2010 and 2009
are presented below:

| |                                                  |   | December 31, |  
| | ------------------------------------------------ | - | ------------ | -
| |                                                  |   | 2010         |  
| |                                                  |   |              |  
| | Net tax operating loss carryforwards             | $ | 2,635,000    |  
| | Accrued
      liabilities                        |   | 162,000      |  
| | Gross deferred tax assets                        |   | 2,797,000    |  
| | Valuation
      allowance for deferred tax asset |   | (2,797,000   | )
| |                                                  |   |              |  
| |                                                  | $ | -            |  

The Company evaluates its valuation
allowance requirements based on projected future operations. When circumstances
change and this causes a change in managements judgment about the
recoverability of deferred tax assets, the impact of the change on the valuation
allowance is reflected in current income.

At December 31, 2010, the Company has
estimated accumulated non-operating losses of approximately $7,529,000 (2009 -
$7,465,000) which may be carried forward to reduce taxation income in future
years. The non-operating losses expire from 2011 to 2030.

The potential benefits of the losses
have not been recorded in the financial statements. As at December 31, 2010 the
Company is in arrears on filing its statutory income tax returns and the amounts
presented above are based on estimates. The actual losses available could differ
from these estimates.

The provision for income taxes differs
from the result which would be obtained by applying the statutory income tax
rate to the loss before income taxes as follows:

| |                                     |   | December 31, |  
| | ----------------------------------- | - | ------------ | -
| |                                     |   | 2010         |  
| |                                     |   |              |  
| | Loss for the year                   | $ | (134,729     | )
| |                                     |   |              |  
| | Statutory income tax rate           |   | 35%          |  
| |                                     |   |              |  
| | Expected income tax recovery        | $ | (47,200      | )
| | Permanent differences               |   | -            |  
| | Expiry of loss carryforward         |   | 6,200        |  
| | Change in
      valuation allowance |   | 41,000       |  
| |                                     |   |              |  
| | Income tax
      expense            | $ | -            |  

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|                                            
|(A Development Stage Company)               
|NOTES TO THE FINANCIAL STATEMENTS           
|December 31, 2010 and 2009                  
|(Stated in U.S. Dollars)                    

|8. | Income Taxes (contd)
|-- | ----------------------

All of the Companys tax returns are
subject to tax examinations until respective statue of limitation. The Company
currently has no tax years under examination.

The Company does not have an accrual
for uncertain tax positions as of December 31, 2010 and 2009. If interest and
penalties were to be assessed, the Company would charge interest to interest
expense, and penalties to other operating expense. It is not anticipated that
unrecognized tax benefits would significantly increase or decrease within twelve
months of the reporting date.

The Companys tax filings are
delinquent for all tax years since inception and are subject to audit by taxing
authorities in jurisdictions where it conducts business. These audits may result
in significant assessments of additional taxes, penalties and interest that are
subsequently resolved with the authorities or potentially through the courts.
Management believes the Company has adequately provided for any ultimate amounts
that are likely to result from these audits; however, final assessments, if any,
could be significantly different than the amounts recorded in the financial
statements.

|9. | Subsequent Event
|-- | ----------------

Subsequent to December 31, 2010 the
Company received loans of $40,000 from a company controlled by directors of the
Company. This loan is unsecured, non-interest bearing, and repayable upon
demand.

|10. | Comparative Figures
|--- | -------------------

Certain figures have been reclassified
to conform with the current years presentation



---

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None

Disagreements With Accountants on Accounting and Financial Disclosure

Not applicable

Item 9A. Controls and Procedures.

Disclosure controls and procedures

As required by Rule 13(a)-15 under the Exchange Act, in connection with this annual report on Form 10-K, under the direction of our Chief Executive Officer and Chief Financial Officer, we have evaluated our disclosure controls and procedures as of
December 31, 2010, including the remedial actions discussed below, and we have concluded that, as of December 31, 2010, our disclosure controls and procedures were not effective.

It should be noted that while our management believes our disclosure controls and procedures provide a reasonable level of assurance, they do not expect that our disclosure controls and procedures or internal controls will prevent all error and all
fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can
be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of internal control is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance
with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Internal control over financial reporting

Management is responsible for establishing and maintaining internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management evaluated, under the supervision and with the participation of our Chief
Executive Officer, the effectiveness of our internal control over financial reporting as of December 31, 2010.

Based on its evaluation under the framework in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission, our management concluded that our internal control over financial reporting
was not effective as of December 31, 2010, due to the existence of significant deficiencies constituting material weaknesses, as described in greater detail below. A material weakness is a control deficiency, or combination of control deficiencies,
such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Limitations on Effectiveness of Controls

Our Chief Executive Officer and Chief Financial Officer do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.
These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions; over time,
controls may become inadequate because of changes in conditions, or the degree
of compliance with the policies or procedures may deteriorate. Because of the
inherent limitations in a cost-effective control system, misstatements due to
error or fraud may occur and not be detected.

---

Material Weaknesses Identified

In connection with the preparation of our financial statements
for the year ended December 31, 2010, certain significant deficiencies in
internal control became evident to management that represents material
weaknesses, including:

|a) | Insufficient segregation of duties in our finance and
      accounting functions due to limited personnel. During the year ended
      December 31, 2010, we had limited personnel that performed nearly all
      aspects of our financial reporting process, including, but not limited to,
      access to the underlying accounting records and systems, the ability to
      post and record journal entries and responsibility for the preparation of
      the financial statements. This creates certain incompatible duties and a
      lack of review over the financial reporting process that would likely
      result in a failure to detect errors in spreadsheets, calculations, or
      assumptions used to compile the financial statements and related
      disclosures as filed with the SEC. These control deficiencies could result
      in a material misstatement to our interim or annual financial statements
      that would not be prevented or detected;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|b) | Insufficient corporate governance policies. Although we
      have corporate governance policies which provides broad guidelines for
      corporate governance, our corporate governance activities and processes
      are not always formally documented. Specifically, decisions made by the
      board to be carried out by management should be documented and
      communicated on a timely basis to reduce the likelihood of any
      misunderstandings regarding key decisions affecting our operations and
      management; and                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|c) | Our companys accounting personnel does not have
      sufficient technical accounting knowledge relating to accounting for
      income taxes and complex US GAAP matters. In consultation with our
      auditors, management corrected any errors prior to the release of our
      companys December 31, 2010 financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

The Company believes these material weaknesses are partially
mitigated by: the active involvement of senior management and the board of
directors in all the affairs of the Company; open lines of communication within
the Company; the present levels of activities and transactions within the
Company being readily transparent; the thorough review of the Companys
financial statements by management, and the board of directors. However, these
mitigating factors will not necessarily prevent the likelihood that a material
misstatement will not occur as a result of the aforesaid weaknesses in the
Companys internal controls over financial reporting. A system of internal
controls over financial reporting, no matter how well conceived or operated, can
provide only reasonable, not absolute, assurance that the objectives of the
internal controls over financial reporting are met.

Plan for Remediation of Material Weaknesses

We intend to take appropriate and reasonable steps to make the
necessary improvements to remediate these deficiencies. We intend to consider
the results of our remediation efforts and related testing as part of our
year-end 2010 assessment of the effectiveness of our internal control over
financial reporting.

Subject to receipt of additional financing, we intend to
undertake the below remediation measures to address the material weaknesses
described in this annual report. Such remediation activities include the
following:

- We intend to continue to update the documentation of our internal control
  processes, including formal risk assessment of our financial reporting
  processes.

---

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting during the fourth quarter of our fiscal year ended December 31, 2010 that have materially affected or are reasonably likely to materially affect, our internal control over
financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

---

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

Directors and Executive Officers

|                                                                                        |     |                               |  | Business experience                                                             |  |                                                          
|--------------------------------------------------------------------------------------- | --- | ----------------------------- |  | ------------------------------------------------------------------------------- |  | ---------------------------------------------------------
|Name and position                                                                       | Age | Term                          |  | during past 5 years                                                             |  | Other directorships                                      
|                                                                                        |     |                               |  |                                                                                 |  |                                                          
|Abbas Salih Chairman, President, CEO,
      CFO, Director                               | 64  | March 7, 2001 to Present      |  | Director and officer of the
      Company.                                      |  | None                                                     
|                                                                                        |     |                               |  |                                                                                 |  |                                                          
|Ralph Shearing Director                                                                 | 54  | March 7, 2001 to Present      |  | Director of both the Company,
      and a natural resource exploration company. |  | Soho Resources Corp., a
      reporting issuer in Canada.
|                                                                                        |     |                               |  |                                                                                 |  |                                                          
|Dr. Ralf Zabel Vice-president -
      International Business Development and Operations | 50  | September 18, 2008 to Present |  | Officer of the Company, and
      independent businessman                       |  | None                                                     

Abbas Salih, CEO, CFO, President, Director

Mr. Salih is a graduate of the Khartoum Technical Institute in
the Sudan. He received his formal training while serving as a member of the
Sudan Royal Air Force which included attendance at the British Royal Air Force
Academy, Newton No. 9 in Nottingham, England, where he studied aircraft
electronics and instrumentation.

Mr. Salih is a businessman and has conducted business in
Europe, Middle East, and Canada most extensively in Germany and the Sudan, prior
to 1994. Since 1992 Mr. Salih has been a senior officer and director to the
issuer and currently resides in Dubai, UAE.

Ralph Shearing, Director

Mr. Shearing is a Professional Geologist, has extensive
experience in the management of public companies. In addition to being a
director of the Company, since 1986 he has been the President and Chief
Executive Officer of Soho Resources Corp, a Canadian reporting issuer listed on
the Toronto Venture Exchange. Sohos principal business activity consists of the
acquisition and exploration of mineral properties. During the five years prior
to September 2008, Mr. Shearing was the CEO and Secretary of the Company.

Dr. Ralf Zabel, Vice-president - International Business
Development and Operations

Dr. Zabel is a resident of Germany and holds a Doctorate degree
in Engineering from the University of Dresden, Germany. Dr. Zabel has held
senior positions with Construction, Engineering and Architectural firms in
German since 1986.

Term of Office

The directors serve until their successors are elected by the
shareholders. Vacancies on the Board of Directors may be filled by appointment
of the majority of the continuing directors. The executive officers serve at the
discretion of the Board of Directors.

Family Relationships

There are no family relationships among directors, executive
officers, officers or significant employees and any nominees chosen to hold
these positions.

---

Significant Employees

We have no significant employees.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not
been involved in any of the following events during the past ten years:

| | 1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                            
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offenses);                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                
| | 3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; or
| |    |                                                                                                                                                                                                                                                                                                                                
| | 4. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated.             

Audit Committee

As at the date hereof, the Audit Committee is comprised of
Ralph Shearing and Abbas Salih. Ralph Shearing is independent. All of the
members of the Audit Committee are "financially literate.

The text of the Audit Committee Charter is attached below:

Charter of the Audit Committee of the Board of Directors of
Strategic Internet Investments, Incorporated (the "Company)

Article 1  Mandate and Responsibilities

The Audit Committee is appointed by the board of directors of
the Company (the "Board) to oversee the accounting and financial reporting
process of the Company and audits of the financial statements of the Company.
The Audit Committees primary duties and responsibilities are to:

| | (a) | recommend to the Board the external auditor to be
      nominated for the purpose of preparing or issuing an auditor's report or
      performing other audit, review or attest services for the
  Company;                                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                
| | (b) | recommend to the Board the compensation of the external
      auditor;                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                
| | (c) | oversee the work of the external auditor engaged for the
      purpose of preparing or issuing an auditor's report or performing other
      audit, review or attest services for the Company, including the resolution
      of disagreements between management and the external auditor regarding
      financial reporting;
| |     |                                                                                                                                                                                                                                                                                                                                
| | (d) | pre-approve all non-audit services to be provided to the
      Company or its subsidiaries by the Companys external auditor;                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                
| | (e) | review the Companys financial statements, 10-K
      (MD&A) and annual and interim earnings press releases before the
      Company publicly discloses this information;                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                
| | (f) | be satisfied that adequate procedures are in place for
      the review of all other public disclosure of financial information
      extracted or derived from the Companys financial statements, and to
      periodically assess the adequacy of those procedures;                                                         
| |     |                                                                                                                                                                                                                                                                                                                                
| | (g) | establish procedures for:                                                                                                                                                                                                                                                                                                      

---

| | i.  | the receipt, retention and treatment of complaints
      received by the Company regarding accounting, internal accounting controls
      or auditing matters; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                   
| | ii. | the confidential, anonymous submission by employees of
      the Company of concerns regarding questionable accounting or auditing
      matters; and             

| | (h) | review and approve the Companys hiring policies
      regarding partners, employees and former partners and employees of the
      present and former external auditor of the
Company.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Board and management will ensure that the Audit Committee
has adequate funding to fulfill its duties and responsibilities.

Audit Committee Oversight

Since the commencement of the Companys most recently completed
fiscal year, the Companys Board of Directors has not failed to adopt a
recommendation of the Audit Committee to nominate or compensate an external
auditor.

Pre-Approval Policies and Procedures

The Company has not adopted specific policies and procedures
for the engagement of non-audit services. The Audit Committee will review the
engagement of non-audit services as required.

Audit Committee Financial Expert

Our board of directors has determined that it does not have an
audit committee member that qualifies as an "audit committee financial expert
as defined in Item 407(d)(5)(ii) of Regulation S-K. We believe that the audit
committee members are collectively capable of analyzing and evaluating our
financial statements and understanding internal controls and procedures for
financial reporting. In addition, we believe that retaining an independent
director who would qualify as an "audit committee financial expert would be
overly costly and burdensome and is not warranted in our circumstances given the
early stages of our development and the fact that we have not generated revenues
to date.

Corporate Governance

The following is a summary of the Companys corporate
governance policies.

Board of Directors

The Board, at present, is composed of two directors, one of
whom is an executive officer of the Company and one of whom are considered to be
"independent, as that term is defined in applicable securities legislation. Mr.
Ralph Shearing is considered to be an independent director. Mr. Abbas Salih, by
reason of his being the President, CEO, and CFO of the Company, is not. In
determining whether a director is independent, the Board chiefly considers
whether the director has a relationship which could, or could be perceived to
interfere with the directors ability to objectively assess the performance of
management.

The Board is responsible for approving long-term strategic
plans and annual operating plans and budgets recommended by management. Board
consideration and approval is also required for material contracts and business
transactions, and all debt and equity financing transactions.

The Board delegates to management responsibility for meeting
defined corporate objectives, implementing approved strategic and operating
plans, carrying on the Companys business in the ordinary course, managing the
Companys cash flow, evaluating new business opportunities, recruiting staff and
complying with applicable regulatory requirements. The Board also looks to
management to furnish recommendations respecting corporate objectives, long-term
strategic plans and annual operating plans.

---

Directorships

Certain of the directors of the Company are also directors of
other registrant (or equivalent) in a jurisdiction or a foreign jurisdiction as
follows:

| | Name of Director | Other registrant (or equivalent
      in a foreign jurisdiction)
| | ---------------- | ----------------------------------------------------------------
| |                  |                                                                 
| | Ralph Shearing   | Soho Resources Corp. (Reporting
      issuer  Canada)          
| | Abbas Salih      | None                                                            

Orientation and Continuing Education

The Company has not yet developed an official orientation or
training program for new directors. As required, new directors will have the
opportunity to become familiar with the Company by meeting with the other
directors and with officers and employees. Orientation activities will be
tailored to the particular needs and experience of each director and the overall
needs of the Board.

Ethical Business Conduct

The Board monitors the ethical conduct of the Company and
ensures that it complies with applicable legal and regulatory requirements, such
as those of relevant securities commissions and stock exchanges. The Board has
found that the fiduciary duties placed on individual directors by the Companys
governing corporate legislation and the common law, as well as the restrictions
placed by applicable corporate legislation on the individual directors
participation in decisions of the Board in which the director has an interest,
have been sufficient to ensure that the Board operates independently of
management and in the best interests of the Company.

Nomination of Directors

The Board has not appointed a nominating committee because the
Board fulfills these functions.

Compensation

The Board of Directors is responsible for determining all forms
of compensation, including long-term incentive in the form of stock options, to
be granted to the Chief Executive Officer of the Company and the directors, and
for reviewing the Chief Executive Officers recommendations respecting
compensation of the other officers of the Company, to ensure such arrangements
reflect the responsibilities and risks associated with each position. When
determining the compensation of its officers, the Board considers: i) recruiting
and retaining executives critical to the success of the Company and the
enhancement of shareholder value; ii) providing fair and competitive
compensation; iii) balancing the interests of management and the Companys
shareholders; and iv) rewarding performance, both on an individual basis and
with respect to operations in general.

Committees of the Board of Directors

The Board has appointed an Audit Committee, the members of
which are Ralph Shearing and Abbas Salih. A description of the function of the
Audit Committee can be found in this under Item 15  Principal Accountant Fees
and Services.

The Board has not, as yet, adopted formal procedures for
assessing the effectiveness of the Board, its Audit Committee or individual
directors.

Code of Ethics

The Company has not adopted a Code of Ethics applicable to all
of our directors, officers, employees and consultants, which is a "code of
ethics as defined by applicable rules of the SEC.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Exchange Act requires our executive
officers and directors and persons who own more than 10% of a registered class
of our equity securities to file with the SEC initial statements of beneficial
ownership, reports of changes in ownership and annual reports concerning their
ownership of our common stock and other equity securities, on Forms 3, 4 and 5
respectively. Executive officers, directors and greater than 10% shareholders
are required by the SEC regulations to furnish us with copies of all Section
16(a) reports that they file.

---

Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that all filing requirements applicable to our officers, directors and greater
than ten percent beneficial owners were complied with.

ITEM 11. EXECUTIVE COMPENSATION.

The particulars of compensation paid to the following
persons:

- our principal executive officer;
- each of our two most highly compensated executive officers who were serving
  as executive officers at the end of the year ended December 31, 2010; and
- up to two additional individuals for whom disclosure would have been
  provided under (b) but for the fact that the individual was not serving as our
  executive officer at the end of the most recently completed financial year,

who we will collectively refer to as the named executive
officers, for our years ended December 31, 2010 and 2009, are set out in the
summary compensation table.

Summary compensation table:

| | Name               | Year | Option
      Awards(1) | All
      Other Compensation(2)
| | ------------------ | ---- | ---------------------- | -------------------------------
| |                    |      |                        |                                
| | Ralph Shearing     |      |                        |                                
| | Director           | 2010 | $ Nil                  | $ Nil                          
| |                    | 2009 | $ Nil                  | $ Nil                          
| |                    |      |                        |                                
| | Abbas Salih        |      |                        |                                
| | CEO, CFO, Director | 2010 | $ Nil                  | $ Nil                          
| |                    | 2009 | $ Nil                  | $ Nil                          

| | (1) | The amount of the Option Awards represents the fair value
      of the stock options granted and recognized for financial reporting
      purposes during the year indicated. No options were granted during the
      past 2 fiscal years.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                            
| | (2) | The amount of All Other Compensation is the fees charged
      by the named executive officers. No fees were charged during the past 2
      fiscal years.                                                                                 

Management Contracts

On January 1, 2007 the Company entered into two Management
Services Agreements with Abbas Salih, a director of the Company, and a company
controlled by Ralph Shearing, a director of the Company. Under the terms of
these agreements they were each paid $7,500 per month, plus taxes where
applicable, for management services. Effective September 12, 2008, the agreement
with the company controlled by Ralph Shearing was terminated. The agreement with
Abbas Salih expired on December 31, 2008 and was not renewed. There are no
current management contracts.

At December 31, 2010 the Company owed $323,057 pursuant to the
two Management Services Agreements. Pursuant to the terms of these agreements,
if the Company is unable to pay for the services, the consultant may elect to
settle any portion of outstanding amounts plus interest with units of the
Company. Each unit shall consist of one common share and one share purchase
warrant entitling the holder to purchase one additional common share of the
Company. The price for the units and warrants will be determined based on a
discount to the 10 day average market price ranging from 50% to 60%, but no less
than $0.05 per share.

During the fiscal year ended December 31, 2010, directors and
officers received compensation for acting in their capacities as a director or
officer, in the amounts as shown above (see "Summary compensation table). The
directors and officers are reimbursed for any out-of-pocket expenses incurred by
them on behalf of the Company.

---

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. Our
directors and executive officers may receive stock options at the discretion of
our board of directors in the future. We do not have any material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that stock options may be
granted at the discretion of our board of directors from time to time. We have
no plans or arrangements in respect of remuneration received or that may be
received by our executive officers to compensate such officers in the event of
termination of employment (as a result of resignation, retirement, change of
control) or a change of responsibilities following a change of control.

Outstanding Equity Awards at Fiscal Year-End

On July 1, 2002 the Company's Board of Directors adopted and
approved a Stock Award Plan. The plan provides both for the direct award or sale
of shares, and for the grant of options to purchase shares. Shares may be
awarded in consideration of services rendered to the Company. The Company may
also grant a 30-day right to purchase shares at a price of not less than 90% of
the fair market value of the shares.

Under the plan directors, employees and consultants may be
granted incentive stock options to purchase common stock of the Company at a
price of not less than 100% of the fair market value of the stock. Outside
directors may be granted non-statutory stock options to purchase common stock of
the Company at a price of not less than 85% of the fair market value of the
stock.

The total number of shares awarded under the plan must not
exceed 15% of the outstanding common stock of the Company. Certain changes in
the capital structure of the Company, such as a stock split or stock dividend,
may result in an appropriate adjustment to the number and/or the price of shares
issuable under the plan. The plan expires on July 1, 2017.

The purpose of the Stock Option Plan is to advance the
interests of the Company and its shareholders by affording key personnel in the
Company an opportunity for investment in the Company and other incentive
advantages inherent in stock ownership in the Company. Pursuant to the
provisions of the Stock Option Plan, stock options will be granted only to key
personnel of the Company, generally defined as a person designated by management
upon whose judgment, initiative and efforts the Company may rely, including any
director, officer, employee or consultant of the Company.

As of the date of this Annual Report, a total of 9 individuals
including consultants, employees, directors, and officers have been granted
share purchase options to acquire a total of 3,175,000 common shares of the
Company at a weighted average price of $0.15 per share. Under the Plan, two
directors of the Company have each been granted 1,200,000 share purchase
options.

The outstanding equity awards of the named executive officers,
for our year ended December 31, 2010, are set out in the following outstanding
equity awards table:

| |                                     | Number of
      securities   |                |                
| | ----------------------------------- | ---------------------------- | -------------- | ---------------
| |                                     | underlying
      unexercised |                |                
| |                                     | options                      | Option         | Options        
| | Name                                | # exercisable                | exercise price | expiration date
| |                                     |                              |                |                
| | Abbas Salih 
    CEO, CFO, Director | 1,200,000                    | $0.15          | June 1, 2013   
| |                                     |                              |                |                
| | Ralph Shearing 
    Director        | 1,200,000                    | $0.15          | June 1, 2013   

All of these options were vested and exercisable on the date
they were granted. None have been exercised.

Aggregated Options Exercised in the Year Ended December 31,
2010 and Year End Option Values

There were no stock options exercised during the year ended
December 31, 2010.

Repricing of Options/SARS

There were no stock options re-priced during the year ended
December 31, 2010.

---

Director Compensation

We reimburse our directors for expenses incurred in connection
with attending board meetings. We did not pay any other directors fees or other
compensation for services rendered as a director for the fiscal year ended
December 31, 2010.

We have no formal plan for compensating our directors for their
service in their capacity as directors, although such directors have been
granted stock options, and may in the future receive additional stock options to
purchase common shares as awarded by our board of directors or (as to future
stock options) a compensation committee which may be established. Directors are
entitled to reimbursement for reasonable travel and other out-of-pocket expenses
incurred in connection with attendance at meetings of our board of directors.
Our board of directors may award special remuneration to any director
undertaking any special services on our behalf other than services ordinarily
required of a director. Other than stock options, no director received and/or
accrued any compensation for their services as a director, including committee
participation and/or special assignments.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

As of March 31, 2011, there were 27,610,326 shares of our
common stock outstanding. The following tables sets forth certain information
known to us with respect to the beneficial ownership of our common stock as of
that date by (i) each of our directors, (ii) each of our executive officers, and
(iii) all of our directors and executive officers as a group. Except as set
forth in the tables below, there is no person known to us who beneficially owns
more than 5% of our common stock.

Security ownership of certain beneficial owners and
management

| |                   |                                                                                                                             | Amount and nature of            |  | Percentage     
| | ----------------- | --------------------------------------------------------------------------------------------------------------------------- | ------------------------------- |  | ---------------
| | Title of class    | Name
      and address of beneficial owners(1)                                                                              | beneficial ownership            |  | of class(2),(3)
| |                   |                                                                                                                             |                                 |  |                
| | Management        |                                                                                                                             |                                 |  |                
| | Common stock      | Ralph Shearing 
      250-1090
    W. Georgia St. 
    Vancouver, BC, Canada                                                | 3,520,858 (indirect)
      (4)  |  | 11%            
| |                   |                                                                                                                             |                                 |  |                
| | Common stock      | Abbas Salih 
    Nisar
      Square, Benyas Centre Office No. 207 
    P.O. Box 40088, 
    Dubai,
    United Arab Emirates | 15,511,608 (indirect)
      (5) |  | 47%            
| |                   |                                                                                                                             |                                 |  |                
| | Common stock      | Ralf Zabel    
    Shulstrasse 18 D-01723 
    Kesseldorf, Germany                                                          | 160,000
      (indirect) (6)    |  | *%             
| |                   |                                                                                                                             |                                 |  |                
| | Management total  |                                                                                                                             | 19,192,466                      |  | 52%            
| |                   |                                                                                                                             |                                 |  |                
| | Beneficial owners |                                                                                                                             |                                 |  |                
| | Common stock      | Cede &
      Co. 
      PO Box 20, Bowling Green
      Station 
      New York,
      N.Y., U.S.A.                          | 8,543,765 (direct)              |  | 31%            

| | (1) | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. Certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares). In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided. In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | (2) | The percentage of class is based on 27,610,326 shares of
      common stock issued and outstanding as of March 31, 2011, plus shares of
      common stock subject to options or warrants currently exercisable or
      convertible, or exercisable or convertible within 60 days of March 31,
      2011.    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                
| | (3) | * Less than 1%                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                
| | (4) | The beneficial owner has the right to acquire 1,200,000
      shares through the exercise of stock options and 2,320,858 units through
      the conversion of outstanding loans into units, each unit consisting of
      one common share of the Company and one share purchase warrant.                     
| |     |                                                                                                                                                                                                                                                                                                                
| | (5) | The beneficial owner also has the right to acquire a
      further 1,200,000 shares through the exercise of stock options and
      4,526,436 units through the conversion of outstanding loans into units,
      each unit consisting of one common share of the Company and one share
      purchase warrant.
| |     |                                                                                                                                                                                                                                                                                                                
| | (6) | The beneficial owner has the right to acquire 100,000
      shares through the exercise of stock options.                                                                                                                                                                                                      

Changes in Control

None

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.

Transactions with related persons

No director, executive officer, principal shareholder holding
at least 5% of our common shares, or any family member thereof, had any material
interest, direct or indirect, in any transaction, or proposed transaction, since
the beginning of our companys fiscal year ended December 31, 2010, in which the
amount involved in the transaction exceeded or exceeds the $120,000.

The Company was charged the following by directors, officers,
by companies controlled by directors and/or stockholders of the Company, and by
companies with directors in common:

|         |   | Year ended December
      31, | 
|-------- | - | ----------------------------- | 
|         |   | 2010                          | 
|         |   |                               | 
|Interest | $ | 54,073                        | 

At December 31, 2010, accounts payable includes $461,695 (2009
- $459,499) due to directors of the Company and companies controlled by
directors of the Company in respect of unpaid management fees and expenses
incurred on behalf of the Company.

At December 31, 2010, accounts payable also includes $15,527
(2009 - $15,527) of expenses for operating costs paid on behalf of the Company
by companies with directors in common.

The Company entered into two Management Services Agreements
dated January 1, 2007 with a director and a company controlled by a director of
the Company. Under the terms of these agreements they were each paid $7,500 per
month, plus taxes where applicable, for management services. These agreements
expired in 2008. At December 31, 2010 the Company owed $323,057 (2009 -
$324,057) pursuant to the two Management Services Agreements. If the Company is
unable to pay for the services, the consultant may elect to settle any portion
of outstanding amounts plus interest with units of the Company. Each unit shall
consist of one common share and one share purchase warrant entitling the holder
to purchase one additional common share of the Company. The price for the units
and warrants will be determined based on a discount to the 10 day average market
price ranging from 50% to 60%, but no less than $0.05 per share.

Director Independence

The Board, at present, is composed of two directors, one of
whom is an executive officer of the Company and one of whom is considered to be
"independent, as that term is defined in applicable securities legislation. Mr.
Ralph Shearing is considered to be an independent director. Mr. Abbas Salih, by
reason of his being the President, CEO, and CFO of the Company, is not. In
determining whether a director is independent, the Board chiefly considers
whether the director has a relationship which could, or could be perceived to,
interfere with the directors ability to objectively assess the performance of
management.

---

Board of Directors

Our board of directors facilitates its exercise of independent
supervision over management by endorsing the guidelines for responsibilities of
the board as set out by regulatory authorities on corporate governance in the
United States. Our boards primary responsibilities are to supervise the
management of our company, to establish an appropriate corporate governance
system, and to set a tone of high professional and ethical standards.

The board is also responsible for:

- selecting and assessing members of the Board;
- choosing, assessing and compensating the Chief Executive Officer of our
  company, approving the compensation of all executive officers and ensuring
  that an orderly management succession plan exists;
- reviewing and approving our companys strategic plan, operating plan,
  capital budget and financial goals, and reviewing its performance against
  those plans;
- adopting a code of conduct and a disclosure policy for our company, and
  monitoring performance against those policies;
- ensuring the integrity of our companys internal control and management
  information systems;
- approving any major changes to our companys capital structure, including
  significant investments or financing arrangements; and
- reviewing and approving any other issues which, in the view of the Board or
  management, may require Board scrutiny.

Orientation and Continuing Education

We have an informal process to orient and educate new recruits
to the board regarding their role of the board, our committees and our
directors, as well as the nature and operations of our business. This process
provides for an orientation with key members of the management staff, and
further provides access to materials necessary to inform them of the information
required to carry out their responsibilities as a board member. This information
includes the most recent board approved budget, the most recent annual report,
the audited financial statements and copies of the interim quarterly financial
statements.

The board does not provide continuing education for its
directors. Each director is responsible to maintain the skills and knowledge
necessary to meet his or her obligations as directors.

Nomination of Directors

The board is responsible for identifying new director nominees.
In identifying candidates for membership on the board, the board takes into
account all factors it considers appropriate, which may include strength of
character, mature judgment, career specialization, relevant technical skills,
diversity and the extent to which the candidate would fill a present need on the
board. As part of the process, the board, together with management, is
responsible for conducting background searches, and is empowered to retain
search firms to assist in the nominations process. Once candidates have gone
through a screening process and met with a number of the existing directors,
they are formally put forward as nominees for approval by the board.

Assessments

The board intends that individual director assessments be
conducted by other directors, taking into account each directors contributions
at board meetings, service on committees, experience base, and their general
ability to contribute to one or more of our companys major needs. However, due
to our stage of development and our need to deal with other urgent priorities,
the board has not yet implemented such a process of assessment.

---

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit fees

The aggregate fees billed for the two most recently completed
fiscal periods ended December 31, 2010 and December 31, 2009 for professional
services rendered by BDO Canada LLP, Chartered Accountants, for the audit of our
annual financial statements, quarterly reviews of our interim financial
statements and services normally provided by the independent accountant in
connection with statutory and regulatory filings or engagements for these fiscal
periods were as follows:

|                   |   | Year Ended   |  |   | Year Ended   | 
|------------------ | - | ------------ |  | - | ------------ | 
|                   |   | December 31, |  |   | December 31, | 
|                   |   | 2010         |  |   | 2009         | 
|Audit Fees         | $ | 43,870       |  | $ | 49,705       | 
|Audit Related Fees |   | Nil          |  |   | Nil          | 
|Tax Fees           |   | Nil          |  |   | Nil          | 
|All Other Fees     |   | Nil          |  |   | Nil          | 
|Total              | $ | 43,870       |  | $ | 49,705       | 

In the above table, "audit fees are fees billed by our
companys external auditor for services provided in auditing our companys
annual financial statements for the subject year along with reviews of interim
quarterly financial statements. "Audit-related fees are fees not included in
audit fees that are billed by the auditor for assurance and related services
that are reasonably related to the performance of the audit review of our
companys financial statements. "Tax fees are fees billed by the auditor for
professional services rendered for tax compliance, tax advice and tax planning.
"All other fees are fees billed by the auditor for products and services not
included in the foregoing categories.

Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Auditors

The board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.

The board of directors has considered the nature and amount of
fees billed by BDO Canada LLP and believes that the provision of services for
activities unrelated to the audit is compatible with maintaining BDO Canada
LLP.

---

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

|Table of Exhibit |                                               |           
|---------------- | --------------------------------------------- | ----------
|Items            | Description                                   | Exhibit   
|                 |                                               |           
|601-3(i)         | Articles of Incorporation                     | Note 1    
|601-(3)(ii)      | Bylaws                                        | Note 1    
|601-(3)(iii)     | Certificate of Amendment                      | Note 1    
|601-(10)         | Stock Award Plan                              | Note 2    
|601-(31)         | Rule 13a-14(a)/15d-14(a)
      Certifications | Exhibit 31
|601-(32)         | Section 1350 Certifications                   | Exhibit 32

|Note 1: | Incorporated by reference to Form 10-KSB Annual
      Report for the year ending December 31, 2001
|------- | --------------------------------------------------------------------------------------------------
|Note 2: | Incorporated by reference to Form 10-KSB Annual
      Report for the year ending December 31, 2002

SIGNATURES

In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

|      |                      |  | Strategic Internet Investments,
      Incorporated
|----- | -------------------- |  | --------------------------------------------------
|      |                      |  |                                                   
|Date: | April
      15, 2011 |  | /s/
      Ralph Shearing                          
|      |                      |  | Ralph Shearing, Director                          
|      |                      |  |                                                   
|Date: | April
      15, 2011 |  | /s/
      Abbas Salih                             
|      |                      |  | Abbas Salih, CEO, CFO, Director                   

---