---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2009

[     ]    
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 1189

Securities 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 [    ]

---

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 [    ] | 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 April 17, 2009 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, 2010.



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

---

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.

---

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.

Dream Island Resort Project

The Dream Island Resort project is located in Manama, Bahrain.
The Dream Island Resort project will be an integrated resort, entertainment,
hotel and real estate facility to be built on a 41 acre man-made island off the
north eastern coast of Manama, Bahrain.

The Company had an agreement to purchase 80% of the outstanding
shares of Gulf Star World Development W.L.L. (Gulf Star), a Bahrain
corporation, from Star Leisure & Entertainment Inc. (Star Leisure). Star
Leisure is controlled by a director of the Company and is based in British
Columbia, Canada. Gulf Star is the 100% owner and developer of the Dream Island
Resort project.

On March 13, 2006, the Ministry of Finance, Bahrain (MOFB)
notified Gulf Star that due to a lack of progress and failure to advance the
project in a timely basis, the MOFB intends to seek termination of the lease
contract for the Dream Island site. The Company, Gulf Star, and Star Leisure
intend to oppose the action by the MOFB. However, due to the uncertainty of the
future viability of the Dream Island project, management has written-down the
associated deferred development costs to a nominal value of $1.00 at December
31, 2005.

In May 2009, the Company and Star Leisure mutually agreed to
terminate the agreement to purchase the Gulf Star shares, and the remaining
balance of this investment was written-off.

Port Residence Project

In January 7, 2008, the Company entered into a Letter of Intent
to potentially acquire by option up to a 100% indirect interest in the Port
Residence Project by purchasing the outstanding shares of a Turkish company. The
Port Residence Project is a real estate development project that will be located
on a 16.5 hectare parcel of land in Calkaya, near Antalya, Turkey.

In April 2009, the Company unilaterally withdrew from the
Letter of Intent.

Competition

We are an 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.

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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to the vote of the holders of our companys securities during the year ended December 31, 2009.

---

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  
|---- | -------------------- | ----- | -----
|     |                      |       |      
|2010 | First quarter        | $0.01 | $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
|     |                      |       |      
|2008 | First quarter        | $0.10 | $0.05
|     | Second quarter       | $0.10 | $0.07
|     | Third quarter        | $0.07 | $0.05
|     | Fourth
      quarter | $0.05 | $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, 2010, we have approximately 129 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                               |                                                                                                     |                                                                                    
|Plan
      category                                                      | Number of securities to be issued upon exercise of outstanding
      options, warrants, and rights. | Weighted average exercise price of outstanding options,
      warrants, and rights.
|                                                                         |                                                                                                     |                                                                                    
|Equity compensation plans approved by security holders                   | -                                                                                                   | -                                                                                  
|                                                                         |                                                                                                     |                                                                                    
|Equity
      compensation plans not approved by security holders         | 3,725,000                                                                                           | $0.15                                                                              
|                                                                         |                                                                                                     |                                                                                    
|Total                                                                    | 3,725,000                                                                                           | $0.15                                                                              

---

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, 2009, the Star Leisure loan principal was
$255,209 and had accrued interest of $50,835. 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, 2009. 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, 2009, the CMB loan
principal was $163,766 and had accrued interest of $36,653. 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.

On April 23, 2007 the Company completed a private placement of 200,000 common shares at $0.25 per share for total proceeds of $50,000. This transaction is with an offshore non-U.S. person; accordingly, these securities are exempt from
registration pursuant to Regulation S.

In May 2007 the Company entered into two Consulting Agreements for financial consulting services for a period of 12 months. Pursuant to these agreements, the Company issued 700,000 common shares at a deemed price of $0.20 per share, for a total
deemed consideration of $140,000. 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.

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, 2009.

---

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.

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. These projects
included the Dream Island Resort project located in Manama, Bahrain; and the
Port Residence Project located in Calkaya, Turkey. Both these projects were
terminated during April and May 2009. The Company will continue to explore new
investment opportunities, including real estate development projects, during its
2010 fiscal year.

|Our estimated cash expenses over the next twelve months are
      as follows: |   |        | 
|----------------------------------------------------------------------------- | - | ------ | 
|                                                                              |   |        | 
|Accounting, audit, and legal fees                                             | $ | 60,000 | 
|General and administrative expenses                                           |   | 3,500  | 
|Regulatory and transfer agent fees                                            |   | 8,500  | 
|                                                                              | $ | 72,000 | 

The Company also estimates it will accrue interest expenses of
$52,000 over the next 12 months on loans due to related parties. It is not
anticipated the interest will be paid in cash during 2010, 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 $1,175,414. 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, 2009 and
2008 are summarized as follows:

|                        |   | Year Ended   |   |   | Year Ended   |   |  | Percentage |  
|----------------------- | - | ------------ | - | - | ------------ | - |  | ---------- | -
|                        |   | December 31, |   |   | December 31, |   |  | Increase   |  
|                        |   | 2009         |   |   | 2008         |   |  | (Decrease) |  
|Revenue                 |   | Nil          |   |   | Nil          |   |  | -          |  
|Expenses                | $ | 131,709      |   | $ | 746,050      |   |  | (82%       | )
|Other Expenses (Income) | $ | 23,096       |   | $ | (22,239      | ) |  | (204%      | )
|Net Income
      (loss) | $ | (154,805     | ) | $ | (723,811     | ) |  | (79%       | )

---

Revenues

We have had no operating revenues for the years ended December
31, 2009 and 2008. We anticipate that we will not generate any revenues for so
long as we are a development stage company.

General and Administrative Expenses

The major components of our general and administrative expenses
for the years ended December 31, 2009 and 2008 are outlined in the table
below:

|                                                                |   | Year Ended   |  |   | Year Ended   |  |  | Percentage |  
|--------------------------------------------------------------- | - | ------------ |  | - | ------------ |  |  | ---------- | -
|                                                                |   | December 31, |  |   | December 31, |  |  | Increase   |  
|                                                                |   | 2009         |  |   | 2008         |  |  | (Decrease) |  
|Accounting , audit, and legal fees                              | $ | 59,980       |  | $ | 53,064       |  |  | 13%        |  
|Consulting,
      management fees, and stock based compensation |   | 10,000       |  |   | 505,416      |  |  | (98%       | )
|Interest                                                        |   | 48,961       |  |   | 163,627      |  |  | (70%       | )
|Office and
      communications                                 |   | 1,909        |  |   | 3,043        |  |  | (37%       | )
|Regulatory and transfer agent fees                              |   | 8,209        |  |   | 3,051        |  |  | 169%       |  
|Rent                                                            |   | -            |  |   | 17,760       |  |  | (100%      | )
|Travel                                                          |   | 2,650        |  |   | 89           |  |  | 2878%      |  
|Total Operating
      Expenses                                  | $ | 131,709      |  | $ | 746,050      |  |  | (82%       | )

The decrease in our general and administrative expenses for the
year ended December 31, 2009 was primarily due to:

|a) | The increase in accounting, audit, and legal fees from
      2008 to 2009 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 2008 the consulting, management fees, and stock
      based compensation expense was unusually high, mainly due to the granting
      of 4,225,000 new stock options. In accordance with GAAP, these options
      were deemed to have a fair value of $251,078. There were no stock options
      granted during 2009.                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Management fees declined by $156,938 in 2009 as a result
      of a director resigning his position as CEO in September 2008, and the
      resulting termination of his management contract fees at that time.
      Another directors management contract expired on December 31, 2008. There
      were no management contracts during 2009.                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|c) | In 2008, interest expense included $122,262 as the fair
      value of the beneficial conversion feature of the convertible loans made
      during the year. There were no new convertible loans during the 2009 year,
      and therefore no associated beneficial conversion feature expense. There
      was a $7,596 increase in interest expense in 2009 attributed to the
      principal balance on its loans increasing during the year. 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|d) | Regulatory and transfer agent fees were unusually low in
      2008 mainly due to the Company recording a $2,000 reversal of an
      over-accrued liability recorded in prior years, relating to transfer agent
      fees. In addition the Company incurred a full year of Canadian regulatory
      filing fees in 2009, compared to only a partial years fees in
  2008.                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|e) | Rent decreased because the Company terminated its
      Vancouver office facilities concurrent with the resignation of the former
      CEO in September 2008.                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|f) | The increased 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, 2009, the Company had total current assets of $311 and total liabilities of $1,175,414. The Company had cash of $311 and a working capital deficiency of $1,175,103 as of December 31, 2009 compared to cash on hand
of $256 and a working capital deficiency of $1,020,299 as of December 31, 2008.  We anticipate that we will incur approximately $72,000 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
$1,175,414. 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, 2009 was $82,857 as compared to cash used by operating activities for the same period in 2008 of $134,347. The decrease in cash used in operating activities was primarily due
to the decrease in cash expenditures on communications, management fees and rent.

The Company has the following loans outstanding as of December 31, 2009:

A $11,920 Loan payable to a company controlled by a director of the Company including accrued interest of $5,118 (2008 -$3,789). The loan is unsecured, bearing interest at 12% per annum and is repayable on demand.

$106,329 in loans payable to companies controlled by directors of the Company. The loans are unsecured, non-interest bearing, and repayable upon demand.

A $200,419 loan payable to a company controlled by a director of the Company, including accrued interest payable of $36,653 (2008 - $17,804), 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 $306,044 loan payable to a company controlled by a director of the Company, including accrued interest of $50,835 (2008 - $22,052), 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, 2010, we had cash
of $200 and we estimate that we will require approximately $72,000 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 $1,175,414. 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, 2009 and 2008 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, 2010, we had cash of $200 and we estimate that
we will require approximately $72,000 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 $1,175,414. 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

Recently Adopted Accounting Pronouncements

ASC 805.FASB Statement No. 141(R) Business
Combinations. This statement was incorporated into ASC 805, Business
Combinations, under the new FASB codification. ASC 805 requires that upon
initially obtaining control, an acquirer should recognize 100% of the fair
values of acquired assets, including goodwill and assumed liabilities, with only
limited exceptions, even if the acquirer has not acquired 100% of its target.
Additionally, contingent consideration arrangements will be fair valued at the
acquisition date and included on that basis in the purchase price consideration
and transaction costs will be expensed as incurred. This statement also modifies
the recognition for pre-acquisition contingencies, such as environmental or
legal issues, restructuring plans and acquired research and development value in
purchase accounting. This statement amends ASC 740-10, Income Taxes(ASC
740) to require the acquirer to recognize changes in the amount of its deferred
tax benefits that are recognizable because of a business combination either in
income from continuing operations in the period of the combination or directly
in contributed capital, depending on the circumstances. ASC 805 is effective for
fiscal years beginning after December 15, 2008. The adoption of this standard
did not have any impact on the Companys financial position or results from
operations.

---

Recent Accounting Pronouncements Not Yet Adopted

ASC 810.The FASB issued FASB Statement No. 160, Non-controlling Interests in Consolidated Financial Statements an amendment of ARB No. 51,which is effective for fiscal years beginning after December 15, 2008. Early adoption is
prohibited. SFAS No. 160 was incorporated into ASC 810, Consolidation(ASC 810) and requires companies to present minority interest separately within the equity section of the balance sheet. The adoption of this standard did not
have any impact on the Companys financial position or results from operations.

ASC 815.The FASB issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities. The Statement changes the disclosure requirements for derivative instruments and hedging activities. SFAS No. 161 was
incorporated into ASC 815, Derivatives and Hedging(ASC 815). ASC 815 requires entities to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged
items are accounted for, and (c) how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. This statement became effective for financial statements issued for fiscal years
and interim periods beginning after November 15, 2008, with early application encouraged. The adoption of this standard did not have any impact on the Companys financial position or results from operations.

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. This statement was incorporated into ASC 105, Generally Accepted Accounting Principlesunder the new FASB codification which became effective on July 1,
2009. The new Codification supersedes all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. The Company adopted this
statement during the fourth quarter of 2009. The adoption of this standard did not have any impact on the Companys financial position or results from operations.

ASC 470-20. The FASB issued Staff Position No. APB 14-1 Accounting for Convertible Debt Instruments that may be Settled in Cash Upon Conversion (FSP APB 14-1). FSP APB 14-1 was incorporated into ASC 470-20, Distinguising
Liabilities vs Equity. ASC 470-20 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability and equity components of the instrument in a manner
that reflects the issuers nonconvertible debt borrowing rate. Further, ASC 470-20 clarifies the appropriate economics of the conversion options as borrowing costs and their potential dilutive effects in earnings per share. ASC 470-20is
effective for fiscal years beginning after December 15, 2008. The adoption of this standard did not have any impact on the Companys financial position or results from operations.

ASC 470-20. The Emerging Issues Task Force (EITF) reached consensus on Issue No. 07-5, Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entitys Own Stock (EITF 07-5). EITF 07-5 was
incorporated into ASC 470-20, Distinguising Liabilities vs Equity. ASC 470-20 provides guidance for instruments (including options or warrants on a companys shares, forward contracts on a companys shares, and convertible debt
instruments and convertible preferred stock) that may contain contract terms that call into question whether the instrument or embedded feature is indexed to the entitys own stock. ASC 470-20 is effective for financial statements issued for
fiscal years and interim periods beginning after December 15, 2008. The adoption of this standard did not have any impact on the Companys financial position or results from operations.

ASC 855.The FASB issued FASB Statement No. 165, Subsequent Events(SFAS No. 165). The statement establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but prior to
the issuance of financial statements. This statement was incorporated into ASC 855, Subsequent Events(ASC 855). This statement was effective for interim or annual reporting periods after June 15, 2009. ASC 855 sets forth 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 as well as the circumstances under which the
entity would recognize them and the related disclosures an entity should make. The adoption of this standard did not have a material impact on the Companys consolidated 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, 2009
and 2008, 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. For the convertible debt securities outstanding as at December 31, 2008 and 2007, 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, 2009 and 2008 (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, 2009 and 2008 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, 2009. 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, 2009 and 2008 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, 2009, 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 net 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 9, 2010



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)
|------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|ASSETS                                                                                                                        
|                                                                                                                              
|Current                                                                                                                       
|Cash                                                                                                                          
|Prepaid expenses  Note 5                                                                                                     
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|Deferred costs 
      Note 3                                                                                                 
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|LIABILITIES                                                                                                                   
|                                                                                                                              
|Current                                                                                                                       
|Accounts payable 
      Note 7                                                                                               
|Loans payable  Note 4                                                                                                        
|                                                                                                                              
|TOTAL LIABILITIES                                                                                                             
|                                                                                                                              
|Class A
      Convertible Preferred stock, $0.001 par value 10,000,000 authorized,
      198,000 outstanding  Note 5         
|                                                                                                                              
|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 (2008: 27,610,326 issued)                       
|Additional paid-in capital                                                                                                    
|Deficit
      accumulated during the development stage                                                                        
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|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)
|----------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                        
|                                                                                                                                        
|                                                                                                                                        
|                                                                                                                                        
|General and Administrative Expenses                                                                                                     
|Accounting and audit fees                                                                                                               
|Amortization                                                                                                                            
|Communications                                                                                                                          
|Consulting fees  Note 7                                                                                                                
|Interest  Notes 4 and 7                                                                                                                
|Investor relations                                                                                                                      
|Legal fees                                                                                                                              
|Management fees  Note 7                                                                                                                
|Office and general                                                                                                                      
|Regulatory fees                                                                                                                         
|Rent  Note 7                                                                                                                           
|Transfer agent fees (recovery)                                                                                                          
|Travel                                                                                                                                  
|Loss on disposal of equipment                                                                                                           
|Write-down of advances to related
      party                                                                                           
|                                                                                                                                        
|Operating loss                                                                                                                          
|                                                                                                                                        
|Unauthorized distribution                                                                                                               
|Termination fee                                                                                                                         
|Gain (loss) on foreign exchange                                                                                                         
|Gain on settlement of payables                                                                                                          
|Write-down of deferred costs  Note 3                                                                                                   
|                                                                                                                                        
|Net loss for the
      period                                                                                                           
|                                                                                                                                        
|Basic and diluted
      loss per share                                                                                                  
|                                                                                                                                        
|Weighted average
      common shares outstanding                                                                                        

SEE ACCOMPANYING NOTES

---

|STRATEGIC INTERNET INVESTMENTS,
      INCORPORATED (A Development Stage Company) STATEMENTS OF
      CASH FLOWS (Stated in U.S. Dollars)
|----------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                        
|                                                                                                                                        
|                                                                                                                                        
|                                                                                                                                        
|                                                                                                                                        
|                                                                                                                                        
|Operating Activities                                                                                                                    
|Net loss for the period                                                                                                                 
|Adjustments to reconcile net loss to net cash used
      in operating activities:                                                       
|Amortization                                                                                                                            
|Beneficial
      conversion feature on convertible debt                                                                                 
|Communications                                                                                                                          
|Consulting
      fees                                                                                                                   
|Gain on
      settlement of payables                                                                                                    
|Net
      interest accrued (paid) on loans                                                                                              
|Legal fees                                                                                                                              
|Loss on
      disposal of equipment                                                                                                     
|Management
      fees                                                                                                                   
|Stock-based
      compensation                                                                                                          
|Termination
      fees                                                                                                                  
|Write-down
      of deferred costs                                                                                                      
|Write-down
      of advances to related party                                                                                           
|Changes in non-cash item:                                                                                                               
|Accounts payable                                                                                                                        
|                                                                                                                                        
|Net cash used in
      operating activities                                                                                             
|                                                                                                                                        
|Investing Activities                                                                                                                    
|Organization costs                                                                                                                      
|Acquisition of capital assets                                                                                                           
|Deferred costs                                                                                                                          
|Advances to
      related party                                                                                                         
|                                                                                                                                        
|Net cash used in
      investing activities                                                                                             
|                                                                                                                                        
|Financing Activities                                                                                                                    
|Loans payable                                                                                                                           
|Due to related parties                                                                                                                  
|Proceeds from issuance of common stock                                                                                                  
|Payment of offering costs                                                                                                               
|Additional
      paid-in capital                                                                                                        
|                                                                                                                                        
|Net cash provided
      by financing activities                                                                                         
|                                                                                                                                        
|Increase in cash during the period                                                                                                      
|                                                                                                                                        
|Cash, beginning of
      the period                                                                                                     
|                                                                                                                                        
|Cash, end of the
      period                                                                                                           
|                                                                                                                                        
|Supplementary disclosure of cash flows:                                                                                                 
|Cash paid
      for Interest                                                                                                            
|                                                                                                                                        
|Non-cash Transactions  Note 6                                                                                                          
|SEE ACCOMPANYING NOTES                                                                                                                  

---

|STRATEGIC INTERNET
      INVESTMENTS, INCORPORATED(A Development Stage Company)STATEMENTS OF CHANGES IN CAPITAL DEFICITFor the period from February
      28, 1989 (Date of Inception) to December 31, 2009(Stated in U.S. Dollars)
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                   
|Balance, February 28, 1989                                                                                                                                                                                                         
|Issuance of stock to insiders on March 7, 1989                                                                                                                                                                                     
|                                                                                                                                                                                                                                   
|Balance December 31, 1989                                                                                                                                                                                                          
|Issuance of stock
      during public offering for $3.00 per share, net of offering costs of
      $27,270                                                                                                                         
|Net loss                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                   
|Balance, December 31, 1990                                                                                                                                                                                                         
|Net loss                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                   
|Balance, December 31, 1991                                                                                                                                                                                                         
|Net loss                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                   
|Balance, December 31, 1992                                                                                                                                                                                                         
|Net loss                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                   
|Balance, December 31, 1993                                                                                                                                                                                                         
|Net loss                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                   
|Balance December 31, 1994                                                                                                                                                                                                          
|Issuance of stock for services rendered                                                                                                                                                                                            
|Contributed capital                                                                                                                                                                                                                
|Net loss                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                   
|Balance, December 31, 1995                                                                                                                                                                                                         
|Net loss                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                   
|Balance December 31, 1996                                                                                                                                                                                                          
|Issuance of stock for cash                                                                                                                                                                                                         
|Contributed capital                                                                                                                                                                                                                
|Net loss                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                   
|Balance, December 31, 1997                                                                                                                                                                                                         
|Issuance of stock services                                                                                                                                                                                                         
|                                                                                                                                                                                                                                   
|Net loss                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                   
|Balance, December 31, 1998                                                                                                                                                                                                         
|Net loss                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                   



SEE ACCOMPANYING NOTES

---

|STRATEGIC INTERNET
      INVESTMENTS, INCORPORATED(A Development
      Stage Company)STATEMENTS OF CHANGES IN CAPITAL
      DEFICITFor the period from February 28, 1989
      (Date of Inception) to December 31, 2009(Stated in U.S. Dollars)
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                               
|Balance, December 31, 1999                                                                                                                                                                                                                     
|Issuance of stock for cash
      pursuant to a private placement                                                                                                                                                                               
|Issue of stock for finders fee                                                                                                                                                                                                                
|Net loss                                                                                                                                                                                                                                       
|Non-cash compensation charge                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                               
|Balance December 31, 2000                                                                                                                                                                                                                      
|Issuance of stock for services                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                               
|Issuance of stock for cash pursuant to a private placement                                                                                                                                                                                     
|Issuance of stock pursuant to the exercise of warrants                                                                                                                                                                                         
|Less: Issue costs                                                                                                                                                                                                                              
|Net loss                                                                                                                                                                                                                                       
|Non-cash compensation charge                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                               
|Balance, December 31, 2001                                                                                                                                                                                                                     
|Issuance of stock for prepaid consulting                                                                                                                                                                                                       
|Issuance of stock for deferred costs                                                                                                                                                                                                           
|Issuance of stock for services                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                               
|Issuance of stock for debt                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                               
|Net loss                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                               
|Balance, December 31, 2002                                                                                                                                                                                                                     
|Non-cash compensation
      charge                                                                                                                                                                                                             
|Issue of stock for
      services                                                                                                                                                                                                              
|Issue of stock for
      cash pursuant to a private placement     at
$0.10                                                                                                                                                                    
|Net loss                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                               

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, 2009 
    (Stated in U.S.
      Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                  
|Balance,
      December 31, 2003                                                                                                                                                                                                                  
|Non-cash compensation charge                                                                                                                                                                                                                      
|Issue of stock for cash pursuant to
    the exercise of warrants                                                                                                                                                                                  
|                                                                                                                                                                                                                                                  
|Issue of stock for cash pursuant to
    the exercise of options                                                                                                                                                                                   
|Issue of stock for debt                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                  
|Issuance of stock for services                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                  
|Cancellation of stock issued for deferred Investment
    costs                                                                                                                                                                                    
|Net loss                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                  
|Balance,
      December 31, 2004                                                                                                                                                                                                                  
|Non-cash compensation charge                                                                                                                                                                                                                      
|Issue of stock for cash pursuant to the exercise of
    warrants                                                                                                                                                                                  
|                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                  
|Issue of stock for debt                                                                                                                                                                                                                           
|Issuance of stock for services                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                  
|Issuance of stock dividend                                                                                                                                                                                                                        
|Net loss                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                  
|Balance,
      December 31, 2005                                                                                                                                                                                                                  
|Issue of stock for cash
    pursuant to a private placement                                                                                                                                                                                       
|Issue of stock for finders fee                                                                                                                                                                                                                   
|Share issue costs                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                  
|Beneficial conversion feature
      on  convertible debt                                                                                                                                                                                          
|Net loss                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                  



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, 2009 (Stated
      in U.S. Dollars)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                   
|Balance, December 31, 2006                                                                                                                                                                                                                         
|Issue of
    stock for cash pursuant to a private placement                                                                                                                                                                                        
|Issuance of stock for services                                                                                                                                                                                                                     
|Non-cash compensation
      charge                                                                                                                                                                                                                 
|Beneficial conversion
      feature on convertible debt                                                                                                                                                                                            
|Net loss                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                   
|Balance, December 31, 2007                                                                                                                                                                                                                         
|Issuance of stock for services                                                                                                                                                                                                                     
|Non-cash compensation
      charge                                                                                                                                                                                                                 
|Beneficial
      conversion feature on convertible debt                                                                                                                                                                                            
|Net loss                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                   
|Balance, December 31, 2008                                                                                                                                                                                                                         
|Net loss                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                   
|Balance, December 31, 2009                                                                                                                                                                                                                         



SEE ACCOMPANYING NOTES

---

STRATEGIC INTERNET INVESTMENTS, INCORPORATED

(A Development Stage Company) 
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2009 and 2008 
(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, 2009, the Company had not yet achieved profitable operations, has an accumulated deficit of $9,760,296 since its inception, has a working
capital deficiency of $1,175,103 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 $72,000 over the twelve months ended December 31, 2009 to continue operations as well as the Company estimates it will accrue interest expenses of $52,000 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 $1,175,414. 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. Management plans to continue to provide for its capital needs during the year ended
December 31, 2010, by issuing equity securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 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, 2009 and 2008 
(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 less than a 50% 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, 2009, the Company had 17,816,588 (2008  18,215,588) 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, 2009 and 2008 
(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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 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, 2009 and 2008, 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. 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Recently Adopted Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | ASC 805.FASB Statement No. 141(R) Business Combinations. This statement was incorporated into ASC 805, Business Combinations, under the new FASB codification. ASC 805 requires that upon initially obtaining
control, an acquirer should recognize 100% of the fair values of acquired assets, including goodwill and assumed liabilities, with only limited exceptions, even if the acquirer has not acquired 100% of its target. Additionally, contingent
consideration arrangements will be fair valued at the acquisition date and included on that basis in the purchase price consideration and transaction costs will be expensed as incurred. This statement also modifies the recognition for
pre-acquisition contingencies, such as environmental or legal issues, restructuring plans and acquired research and development value in purchase accounting. This statement amends ASC 740-10, Income Taxes(ASC 740) to require the
acquirer to recognize changes in the amount of its deferred tax benefits that are recognizable because of a business combination either in income from continuing operations in the period of the combination or directly in contributed capital,
depending on the circumstances. ASC 805 is effective for fiscal years beginning after December 15, 2008. The adoption of this standard did not have any impact on the Companys financial position or results from operations.                                                                                          

---

STRATEGIC INTERNET INVESTMENTS, INCORPORATED

(A Development Stage Company) 
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2009 and 2008 
(Stated in U.S. Dollars)

|2. | Summary of Significant Accounting Policies (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Recently Adopted Accounting Pronouncements  (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | ASC 810.The FASB issued FASB Statement No. 160, Non-controlling Interests in Consolidated Financial Statements  an amendment of ARB No. 51,which is effective for fiscal years beginning after December 15,
2008. Early adoption is prohibited. SFAS No. 160 was incorporated into ASC 810, Consolidation(ASC 810) and requires companies to present minority interest separately within the equity section of the balance sheet. The adoption of
this standard did not have any impact on the Companys financial position or results from operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | ASC 815.The FASB issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities. The Statement changes the disclosure requirements for derivative instruments and hedging activities.
SFAS No. 161 was incorporated into ASC 815, Derivatives and Hedging(ASC 815). ASC 815 requires entities to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments
and related hedged items are accounted for, and (c) how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. This statement became effective for financial statements
issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The adoption of this standard did not have any impact on the Companys financial position or results from operations.                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 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. This statement was incorporated into ASC 105, Generally Accepted Accounting Principlesunder the new FASB codification which became
effective on July 1, 2009. The new Codification supersedes all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. The
Company adopted this statement during the fourth quarter of 2009. The adoption of this standard did not have any impact on the Companys financial position or results from operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | ASC 470-20. The FASB issued Staff Position No. APB 14-1 Accounting for Convertible Debt Instruments that may be Settled in Cash Upon Conversion (FSP APB 14-1). FSP APB 14-1 was incorporated into ASC 470-20,
Distinguising Liabilities vs Equity. ASC 470-20 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability and equity components of the
instrument in a manner that reflects the issuers nonconvertible debt borrowing rate. Further, ASC 470-20 clarifies the appropriate economics of the conversion options as borrowing costs and their potential dilutive effects in earnings per
share. ASC 470-20is effective for fiscal years beginning after December 15, 2008. The adoption of this standard did not have any impact on the Companys financial position or results from operations.                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | ASC 470-20. The Emerging Issues Task Force (EITF) reached consensus on Issue No. 07-5, Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entitys Own Stock(EITF
07-5). EITF 07-5 was incorporated into ASC 470-20, Distinguising Liabilities vs Equity. ASC 470-20 provides guidance for instruments (including options or warrants on a companys shares, forward contracts on a companys
shares, and convertible debt instruments and convertible preferred stock) that may contain contract terms that call into question whether the instrument or embedded feature is indexed to the entitys own stock. ASC 470-20 is effective for
financial statements issued for fiscal years and interim periods beginning after December 15, 2008. The adoption of this standard did not have any impact on the Companys financial position or results from operations.                                                                                                                                                                                                                          

---

STRATEGIC INTERNET INVESTMENTS, INCORPORATED

(A Development Stage Company) 
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2009 and 2008 
(Stated in U.S. Dollars)

|2. | Summary of Significant Accounting Policies (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Recently Adopted Accounting Pronouncements  (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | ASC 855.In May 2009, the FASB issued ASC No. 855, Subsequent Events, which established general standards of accounting for and disclosure of events that occur after the balance sheet date but before the
financial statements are issued. It sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that 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. ASC 855 was effective for financial statements issued for interim and annual periods ending after June 15, 2009 and did not have any impact on the Companys financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Recent Accounting Pronouncements Not Yet Adopted                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In January 2010, the FASB issued ASU 2010-06, Improving Disclosures about Fair Value Measurements,which is included in the ASC in Topic 820 (Fair Value Measurements and Disclosures). ASU 2010-06 requires new disclosures on
the amount and reason for transfers in and out of Level 1 and 2 fair value measurements. ASU 2010- 06 also requires disclosure of activities, including purchases, sales, issuances, and settlements within the Level 3 fair value measurements and
clarifies existing disclosure requirements on levels of disaggregation and disclosures about inputs and valuation techniques. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009. The Company is
currently assessing the impact of adoption of ASU 2009-14 and does not currently plan to early adopt.                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|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, 2009 and 2008
      (Stated in U.S. Dollars)
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|4.                                                                                                                                                                                
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  
|                                                                                                                                                                                  

---

STRATEGIC INTERNET INVESTMENTS, INCORPORATED

(A Development Stage Company) 
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2009 and 2008 
(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. As a result $Nil (2008 - $10,000) is remaining in prepaid
expenses.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 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 the prior year, 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 year ended December 31, 2009 the Company did not grant any stock options to consultants, while during the year ended December 31, 2008 the Company granted stock options to consultants with a fair value of
$251,078.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 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
STATEMENTSDecember 31, 2009 and 2008 (Stated in U.S. Dollars)

|5. | Capital Stock Notes 4 and 6  (contd)
      Stock-based Compensation  (contd)        
|-- | -----------------------------------------------------------------------------------------
|   |                                                                                          
|   | The weighted average fair value at the date of grant of
      the options was as follows:

2009
    2008Weighted average fair value
    -
    $0.06Total options granted
    -
    4,225,000Total fair value of options granted
    -
    $251,078


The fair value of each option grant was estimated on the date
of the grant using the Black-Scholes option valuation model with the following
weighted average assumptions:

2008Expected dividend yield
    0.0%Expected volatility
    170%Risk-free Interest Rate
    3.30%Expected term in
      years
    5


The expected volatility is calculated based on the Companys
historical share price.

During the previous two years ended December 31, 2009, the
change in share purchase options outstanding are as follows:

Weighted
    
    
    WeightedAverage
    
    
    Average
    
    
    AggregateExercise
    
    
    Remaining
    
    
    IntrinsicShares
    
    
    Price
    
    
    Contractual Life
    
    
    ValueOptions outstanding at
      December 31, 2007
    
    2,087,000
    
    $
    0.23
    
    
    0.96 years
    
    $
    -Granted during the year
    
    4,225,000
    
    $
    0.15
    
    
    5.00
      years
    
    
    -Cancelled during the year
    
    (2,187,000
    )
    $
    0.23
    
    
    0.73 years
    
    
    -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
    
    $
    -


At December 31, 2009, the Company had share
      purchase options outstanding as follows:Number of
      Options
    Exercise Price
    Expiry Date3,725,000
    $0.15
    June 1, 2013


At December 31, 2009 and December 31, 2008 all of the
outstanding share purchase options were exercisable.

---

STRATEGIC INTERNET INVESTMENTS, INCORPORATED

(A Development Stage Company) NOTES TO THE FINANCIAL
STATEMENTSDecember 31, 2009 and 2008 (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
    
    WeightedPreferred
    Number of
    Average PriceYear
    
    Shares
    Common Shares
    Per Share
    Total1995
    Consulting fee
    -
    50,000
    $    0.03
    $           1,5001998
    Management fee
    -
    7,000,000
    $  0.001
    7,0001998
    Consulting fee
    -
    620,000
    $    0.01
    6,2002000
    Finders fee
    -
    50,000
    $  0.001
    502001
    Consulting fee
    -
    708,406
    $    2.07
    1,468,2542002
    Deferred cost
    -
    1,300,000
    $    0.05
    65,0002002
    Consulting fee
    -
    684,143
    $    0.19
    131,4002002
    Debt settlement
    -
    680,886
    $    0.20
    138,0062003
    Consulting fee
    -
    1,450,000
    $    0.14
    203,0002003
    Termination fee
    198,000
    -
    $    4.00
    792,0002004
    Loan conversion
    -
    825,364
    $    0.06
    48,5372004
    Loan settlement
    -
    613,000
    $    0.07
    45,0002004
    Consulting fee
    -
    360,000
    $    0.40
    142,5002004
    Deferred cost (cancellation)
    -
    (1,300,000)
    $    0.05
    (65,000)2005
    Communications
    -
    56,000
    $    0.50
    28,0002005
    Consulting fees
    -
    1,135,000
    $    0.29
    333,7002005
    Legal fees
    -
    50,000
    $    0.50
    25,0002005
    Loan conversion
    -
    635,901
    $    0.39
    250,1602005
    Stock dividend
    -
    4,120,643
    $    0.65
    2,678,4182006
    Finders fee
    -
    100,000
    $    0.40
    40,0002007
    Consulting fees
    -
    700,000
    $    0.20
    140,0002008
    Consulting fees
    -
    750,000
    $    0.07
    52,000198,000
    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
STATEMENTSDecember 31, 2009 and 2008 (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 fromFebruary 28,1989 (Date ofInception) toYear ended December 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2009Consulting fees
    $
    -
    
    $
    184,223
    
    $
    249,043Interest
    
    48,961
    
    
    163,627
    
    
    308,181Management fees
    
    -
    
    
    156,938
    
    
    546,325Office and general
    
    -
    
    
    -
    
    
    26,944Rent
    
    -
    
    
    17,760
    
    
    130,232$
    48,961
    
    $
    522,548
    
    $
    1,260,725


At December 31, 2009, accounts payable includes $459,499 (2008
- $442,684) 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, 2009, accounts payable also includes $15,527
(2008 - $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 will each be paid $7,500
per month, plus taxes where applicable, for management services. These
agreements are for a 24-month period and expired on December 31, 2008. Effective
September 12, 2008, one of the agreements was terminated and the other was not
renewed subsequent to December 31, 2008. 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
STATEMENTSDecember 31, 2009 and 2008 (Stated in U.S. Dollars)

|8. | Income Taxes                                                                                                                                 
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                              
|   | The tax effects of temporary differences that give rise
      to deferred tax assets at December 31, 2009 and 2008 are presented
      below:

December 31,2009
    
    
    2008Net tax operating loss carryforwards
    $
    2,613,000
    
    $
    2,578,000Accrued liabilities
    
    143,000
    
    
    124,000Investment
    
    12,000
    
    
    12,000Gross deferred tax assets
    
    2,768,000
    
    
    2,714,000Valuation allowance for deferred tax asset
    
    (2,768,000
    )
    
    (2,714,000
    )$
    -
    
    $
    -


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, 2009, the Company has accumulated non-operating
losses of approximately $7,465,000 (2008 -$7,367,000) which may be carried
forward to reduce taxation income in future years. The non-operating losses
expire from 2010 to 2029.

The potential benefits of the losses have not been recorded in
the financial statements. As at December 31, 2009 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 31,2009
    
    
    2008Loss for the year
    $
    (154,805
    )
    $
    (723,811
    )Statutory income tax rate
    
    35%
    
    
    35%Expected income tax recovery
    $
    (54,200
    )
    $
    (253,000
    )Permanent differences
    
    -
    
    
    140,000Expiry of loss carryforward
    
    700
    
    
    -Change in
      valuation allowance
    
    53,500
    
    
    113,000Income tax
      expense
    $
    -
    
    $
    -


---

STRATEGIC INTERNET INVESTMENTS, INCORPORATED

(A Development Stage Company) NOTES TO THE FINANCIAL
STATEMENTSDecember 31, 2009 and 2008 (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, 2009 and 2008. 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.

---

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(T). 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, 2009, including the
remedial actions discussed below, and we have concluded that, as of December 31,
2009, 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, 2009.

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,
2009, 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.

This annual report does not include an attestation report of
our companys independent registered public accounting firm regarding internal
control over financial reporting. Managements report was not subject to
attestation by our companys independent registered public accounting firm
pursuant to temporary rules of the SEC that permit our company to provide only
managements report in this annual report.

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, 2009, 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, 2009, 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, 2009 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 2009 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:

|(1) | 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, 2009 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                                                  |     |                                          |                                                                                 |                                                    
|                                                                                  |     |                                          |                                                                                 |                                                    
|                                                                                  |     |                                          |                                                                                 |                                                    
|Name and position                                                                 | Age | Term                                     | Business experienceduring
      past 5 years                                    | Other directorships                                
|                                                                                  |     |                                          |                                                                                 |                                                    
|Abbas Salih Chairman, President, CEO, CFO, Director                               | 63  | March 7, 2001 to Present                 | Director and officer of the Company.                                            | None                                               
|                                                                                  |     |                                          |                                                                                 |                                                    
|Mohammed Baymain
      Director                                                   | 55  | September 22, 2008 to June
      7, 2009 | Director of the Company and independent businessman                             | None                                               
|                                                                                  |     |                                          |                                                                                 |                                                    
|Ralph Shearing
      Director                                                     | 53  | 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 | 49  | 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.

Mohammed Baymain, Director Mr. Baymain is a resident of
Dubai, U.A.E. Mr. Baymain is a resident of Dubai, U.A.E. For the past 10 years
Mr. Baymain has operated an international trade business with branches in three
regions, Riyadh, K.S.A., Republic of Yemen and Dubai, U.A.E. The business sells
food products, furniture and carpets, construction materials and computers. Mr.
Baymain resigned as a director on June 7, 2009.

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 five 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.                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                     
|    | ii.                                                                                                                                                                                                                                                 
|(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 a 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, 2009;
  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, 2009 and 2008, are set out in the
following summary compensation table:

|Name               | Year | Option Awards(1) | All
      Other Compensation(2)
|------------------ | ---- | ---------------- | -------------------------------
|                   |      |                  |                                
|Mohammed Baymain   |      |                  |                                
|Director           | 2009 | $ Nil            | $ Nil                          
|                   | 2008 | $21,800          | $ Nil                          
|                   |      |                  |                                
|Ralph Shearing     |      |                  |                                
|Director           | 2009 | $ Nil            | $ Nil                          
|                   | 2008 | $80,875          | $66,938                        
|                   |      |                  |                                
|Abbas Salih        |      |                  |                                
|CEO, CFO, Director | 2009 | $ Nil            | $ Nil                          
|                   | 2008 | $80,875          | $90,000                        

|(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. The fair value of each option grant
      was estimated on the date of the grant using the Black-Scholes option
      valuation model with the following assumptions being used: expected
      dividend yield 0.0%; expected volatility 170%; risk-free interest rate;
      3.30%; and expected term is 5 years.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(2) | The amount of All Other Compensation are the fees charged
      by the named executive officers pursuant to Management Services
      Agreements, as described below.                                                                                                                                                                                                                                                                                                                           

---

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 will each be
paid $7,500 per month, plus taxes where applicable, for management consulting services. These agreements were for a 24-month period expiring on December 31, 2008. 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.

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.

During the fiscal year ended December 31, 2009, 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 11 employees including consultants, directors and officers have been granted share purchase options to acquire a total of 3,725,000 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, 2009, are set out in the following outstanding
equity awards table:

|                   | Number of securities   |                       |                        
|------------------ | ---------------------- | --------------------- | -----------------------
|                   | underlying unexercised |                       |                        
|                   | options                |                       |                        
|Name               | #
      exercisable    | Option exercise price | Options 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, 2009 and Year End Option Values

There were no
stock options exercised during the year ended December 31, 2009.

Repricing of Options/SARS

There were no stock options re-priced during the year ended
December 31, 2009.

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, 2009.

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, 2010, 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     
|Title of class                                                       | Name
      and address of beneficial owners(1) | beneficial ownership     
|                                                                     |                                                |                          
|Management                                                           |                                                |                          
|                                                                     |                                                |                          
|Common stock                                                         | Ralph Shearing                                 | 3,520,858 (indirect) (4) 
|                                                                     | 250-1090 W. Georgia St.                        |                          
|                                                                     | Vancouver, BC, Canada                          |                          
|                                                                     |                                                |                          
|Common stock                                                         | Abbas Salih                                    | 15,511,608 (indirect) (5)
|                                                                     | Nisar Square, Benyas Centre Office No. 207     |                          
|                                                                     | P.O. Box 40088,                                |                          
|                                                                     | Dubai, United Arab Emirates                    |                          
|                                                                     |                                                |                          
|Common stock                                                         | Ralf Zabel                                     | 160,000 (indirect) (6)   
|                                                                     | Shulstrasse 18 D-01723                         |                          
|                                                                     | Kesseldorf, Germany                            |                          
|Management total                                                     |                                                | 19,192,466               
|                                                                     |                                                |                          
|Beneficial owners                                                    |                                                |                          
|                                                                     |                                                |                          
|Common stock                                                         | Cede & Co.                                     | 8,543,765 (direct)       
|                                                                     | PO Box 20, Bowling Green Station               |                          
|                                                                     | New York, N.Y., U.S.A.                         |                          

|(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, 2010, plus shares of
      common stock subject to options or warrants currently exercisable or
      convertible, or exercisable or convertible within 60 days of March 31,
      2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(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 ControlNone

---

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, 2009, 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, | 
|--------------- | - | ----------------------- | 
|                |   | 2009                    | 
|                |   |                         | 
|Consulting fees | $ | -                       | 
|Interest        |   | 48,961                  | 
|Management fees |   | -                       | 
|Rent            |   | -                       | 
|                |   |                         | 
|                | $ | 48,961                  | 

At December 31, 2009, accounts payable includes $459,499 (2008
- $442,684) 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, 2009, accounts payable also includes $15,527
(2008 - $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 will each be paid $7,500
per month, plus taxes where applicable, for management services. These
agreements are for a 24-month period expiring on December 31, 2008. Effective
September 12, 2008, one of the agreements was terminated and the other was not
renewed subsequent to December 31, 2008.. 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, 2009 and December 31, 2008 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,
|                   | 2009         | 2008        
|Audit Fees         | $49,705      | $37,138     
|Audit Related Fees | Nil          | Nil         
|Tax Fees           | Nil          | Nil         
|All Other Fees     | Nil          | Nil         
|Total              | $49,705      | $37,138     

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,
      2010 | /s/ Ralph
      Shearing                          
|                           | Ralph Shearing, Director                          
|                           |                                                   
|Date: April 15,
      2010 | /s/ Abbas
      Salih                             
|                           | Abbas Salih, CEO, CFO, Director                   

---