UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K



(Mark One)



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



For the fiscal year ended December 31,
2017



 ̈ 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.)
|Jood Palace Hotel
        36-A Street Off Al Rigga Road, Suite 1058
        Deira Dubai P.O. Box 42211
        UNITED ARAB EMIRATES |  |                                     
|(Address of principal executive offices)                                                                                            |  | (Zip Code)                          



Registrant’s telephone number, including
area code: 406-552-1170

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.                                                                                                                                                                                                                                 
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|Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.                                                                                                                                                                                                                                    
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|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.
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|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.
|                                                                                                                                                                                                                                                                                                                                                                
|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	 ̈
        Non-accelerated filer	 ̈                                                                                                                                                                                                                                                                                                       
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).                                                                                                                                                                                                                                                         
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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: $1,210,781.73 based on a price of $0.03 per share, being the price the common equity last sold on June
21, 2017 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.
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(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:40,359,391 common shares issued
and outstanding as of April 13, 2018.

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”, “Strategic”, and “SIII” 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” or
“SIII”), 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 Europe and the Middle East. The Company will continue to explore new investment
opportunities, including real estate development projects, during its 2018 fiscal year.



Skytower Hotel Atayol



On August 9, 2016, SIII entered into a Securities
Purchase Agreement (the “Kayu Agreement”) to acquire 60% of the issued capital stock Kayu Tekstil Sanayi Ve Ticaret
Limited Sirketi (“Kayu”), a Turkish company, from Najibi Investment Trading FZC (hereinafter “Najibi”),
G7 Entertainment Incorporated, (hereinafter “G7”), Royaltun General Trading LLC., (hereinafter “Royaltun”),
and Soha Investment Inc., (hereinafter “Soha) (jointly hereinafter the “Shareholders”). In consideration for
the Kayu shares, the Company agreed to issue convertible debentures in the amount of $30,205,939 to the Shareholders of Kayu. This
is a related party transaction as Mr. Abbas Salih is a Director and Officer, as well as the controlling shareholder, of SIII and
has an ownership interest in and/or control of the Shareholders. Kayu has an agreement to acquire the Skytower Hotel Atayol in
Akcakoca, Turkey (the “Skytower Property”), subject to the successful discharge of a debt on the Skytower Property
and the transfer of title to Kayu.



Upon discharge of the debt on the Skytower
Property, the Company will issue convertible debentures in the amount of $12,656,768 to Najibi, a Company that settled the existing
debt on the Skytower Property.



Upon transfer of the Skytower Property title
to Kayu, the Company will issue convertible debentures in the amount of $20,137,293 to a shareholder of Kayu to acquire the remaining
40% of the capital stock of Kayu. Upon completion of these transactions, SIII will own 100% of Kayu.



The Company has the right to terminate the
agreements to acquire the issued capital stock of Kayu and cancelled the associated debentures if the shareholders do not complete
certain closing conditions. As of the filing date, the closing conditions in the Kayu agreement of not yet been met, and the convertible
debentures have not been issued to the shareholders.



Any additional funding that maybe required
to complete the Skytower Property transaction has not yet been fully secured, there can be no assurances the transactions will
proceed and SIII management cautions investors of this risk.



Marriott Renaissance Izmir Hotel



On August 30, 2016, the Company entered into
Securities Purchase Agreements (“SPAs”) with Najibi Investment Trading FZC, G7 Entertainment Incorporated, SOHA Investment
& Partners, and Royaltun General Trading L.L.C. (the “Investors”). These SPAs were entered into in connection with
the acquisition of 50% of the stock of Par-San Turizm Anonim Sirketi (“Par-San”), which owns the Marriott Renaissance
Izmir Hotel in Izmir, Turkey (the “Marriott”). The Investors are related parties to our Chief Executive Officer and
Director, Abbas Salih, as a result of Mr. Salih’s ownership interest in and/or control of the Investors.









Pursuant to the SPAs, we issued convertible
debentures (“Debentures”) equal to 50% of the difference between $65 million minus the approximately $23,731,064 million
debt owed to T.C. Ziraat Bankasi A.S. (the “Ziraat Bank Debt”). In exchange for these Debentures, the Investors sold
and transferred their 50% ownership in Par-San to the Company. In addition, the Company issued a Debenture in the amount of $23,731,064
to Najibi Investment Trading FZC in exchange for Najibi Investment Trading FZC agreeing to pay the Ziraat Bank Debt in full.



On October 14, 2016, the Company and the Investors
entered into a Securities Exchange Agreement whereby they agreed to cancel the original SPAs and the Debentures and enter into
new SPAs (the “New SPAs”) for the issuance of new, amended Debentures (the “New Debentures”) in the principal
amount of $47,400,000.



Under the New SPAs, the Company and the Investors
agreed that the closing of the purchase of 50% of Par-San (the “Closing”) will occur upon the delivery of certain documents
and the occurrence of other events, the most important of which are:



·Payment in full of the Ziraat Bank Debt and written confirmation thereof

·Release of all liens on the Marriott hotel

·Transfer of 50% of the stock of Par-San to the Company

·Payment of $3,000,000 to the Company for working capital



If the Ziraat Bank Debt is not satisfied within
a reasonable amount of time, as determined by the Company, the Company can cancel the New SPAs.



In preparation for Closing, the Company has
executed the New Debentures; however, they are not binding obligations of the Company until all closing conditions are satisfied
or waived by the Company.



In October 2017, the Company and the Investors
agreed to further amend the New SPA’s and New Debentures mentioned above, and entered into a Subscription Agreement whereby
they agreed to the issuance of Convertible Bonds in the principal amount of $60,000,000, as further described below.



On October 25, 2017, Strategic entered into
a Subscription Agreement (the “Subscription Agreement”) with Najibi Investment Trading FZC (“Najibi”),
pursuant to which Najibi agreed to purchase $60 million at 12% interest. Convertible Bonds due 2022 issued by the Company (the
“Bonds”). The Subscription Agreement was entered into pursuant to the purchase of 50.1% of the stock of Parsan Turizm.



The Subscription Agreement provides that the
Bonds were issued to Najibi on a deferred payment basis. Within 21 business days, Najibi must transfer 50% of the shares of Parsan
Turizm (valued at $20.7 million) to the Company and pay to the Company $39,300,000, of which approximately $23.7 million will be
used to pay the mortgage on the Marriott, and the remaining approximately $15.6 million will be paid to the Company as working
capital.



The Bonds have the following terms:



- 12% interest due on October 25th of each year until maturity
- Principal due October 25, 2022
- Bonds may be converted into common stock of the Company at the rate of $1.00 per share
at the election of the holder
- Bonds may be redeemed in whole (but not in part) at any time
- A holder may require the Company to redeem all (but not part) of all of such holder’s
Bonds upon a change of control of the Company



In preparation for Closing, the Company has
executed the Bonds; however, they are not binding obligations of the Company until all closing conditions are satisfied or waived
by the Company.



Najibi is a related party to our Chief Executive
Officer and Director, Abbas Salih, as a result of Mr. Salih’s ownership interest in and/or control of Najibi. It is contemplated
that Najibi will either transfer part of the Bonds or the sales proceeds therefrom to G7 Entertainment Incorporated, SOHA Investment
& Partners, and Royaltun General Trading L.L.C., pursuant to the Securities Purchase Agreements entered into on August 30,
2016 among the Company and those parties. G7 Entertainment Incorporated, SOHA Investment & Partners, and Royaltun General Trading
L.L.C. are also related parties to Mr. Salih due to Mr. Salih’s ownership interest in and/or control of these entities.







The Company also intends to purchase 0.1% of
the stock of Parsan Turizm from one or more of Parsan Turizm’s current shareholders.



The Company is working diligently toward closing
of the purchase of the Parsan Turizm and intends to close the transactions as soon as possible.



Any funding that maybe required to complete the Marriott hotel transaction
has not yet been fully secured, there can be no assurances the transaction will proceed and SIII management cautions investors
of this risk.





Competition

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

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

Compliance with Government Regulation

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

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

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. Mine Safety Disclosure.

Not applicable.









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 OTC Markets (www.otcmarkets.com),
was as follows:

|Year | Period         | High  | Low  
|---- | -------------- | ----- | -----
|     |                |       |      
|2017 | First quarter  | $0.08 | $0.03
|     | Second quarter | $0.05 | $0.03
|     | Third quarter  | $0.06 | $0.03
|     | Fourth quarter | $0.03 | $0.03
|     |                |       |      
|2016 | First quarter  | $0.15 | $0.07
|     | Second quarter | $0.10 | $0.04
|     | Third quarter  | $0.10 | $0.03
|     | Fourth quarter | $0.09 | $0.03



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 December 31, 2017, we have approximately
140 registered stockholders and 40,359,391 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                                             
|                                                          
|Equity compensation plans approved by security holders    
|                                                          
|Equity compensation plans not approved by security holders
|                                                          
|Total                                                     











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 expired 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, 2017,
the Star Leisure loan principal was $255,209 and had accrued interest of $419,598. 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. At December 31, 2017, Star
Leisure has not converted any part of the principal sums advanced into units. 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, 2017, the CMB loan principal was $163,766 and had accrued interest of $278,146. 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
as set at the time the principal was borrowed. At December 31, 2017, CMB has not converted any part of the principal sums advanced
into units. This transaction is with an offshore non-U.S. person; accordingly, these securities are exempt from registration pursuant
to Regulation S.



On January 5, 2014, the Company entered into
a Convertible Loan Agreement to borrow $50,000 operating funds, at an interest rate of 10%, repayable at maturity on January 7,
2015 or on demand after that date. At any time, the lender may convert the principle amount of the loan into units of the Company,
each unit consisting of one common share and one non-transferable share purchase warrant, at a conversion rate of $0.20 per unit.
Each share purchase warrant is entitles the holder to purchase one additional common share for at period of two years from the
warrant issue date, at an exercise price of $0.20 during the first year, and $0.35 during the second year. This transaction is
with an offshore non-U.S. person; accordingly, these securities are exempt from registration pursuant to Regulation S.



On June 20, 2014 the Company issued 1,200,000
restricted common shares for $50,000 cash. This transaction is with an offshore non-U.S. person; accordingly, these securities
are exempt from registration pursuant to Regulation S, however they are restricted under Rule 144.



On November 13, 2014 the Company issued 500,000
restricted common shares for $40,000 cash. This transaction is with an offshore non-U.S. person; accordingly, these securities
are exempt from registration pursuant to Regulation S, however they are restricted under Rule 144.



On February 13, 2015 the Company issued 1,500,000
restricted common shares for $80,000 cash. This transaction is with an offshore non-U.S. person; accordingly, these securities
are exempt from registration pursuant to Regulation S, however they are restricted under Rule 144.









On June 25, 2015 the Company issued 2,000,000
restricted common shares for $160,000 cash. This transaction is with an offshore non-U.S. person; 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, 2017.

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 Europe and the Middle East. The Company will continue to explore new investment
opportunities, including real estate development projects, during its 2017 fiscal year.

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



|Accounting, audit, and legal fees   | $ | 73,000
|----------------------------------- | - | ------
|General and administrative expenses |   | 1,000 
|Interest                            |   | 8,000 
|Regulatory and transfer agent fees  |   | 10,000
|                                    | $ | 92,000



The Company also estimates it will continue to accrue interest expense
of $119,000 over the next 12 months on loans due to related parties and management fees of $34,000 to related parties. It is not
anticipated the related party interest and management fees will be paid in cash during 2018, and therefore interest has been excluded
from the above list of cash expenses.

To date the Company has funded its operations
primarily with loans from shareholders and issuance of new equity. In addition to funding the Company’s general, administrative
and corporate expenses the Company is obligated to address its current obligations totaling $1,869,229. 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, 2017 and 2016 are summarized as follows:

|                       | Year EndedDecember 31, 2017 | Year EndedDecember 31, 2016 | Percentage Increase
        (Decrease)
|---------------------- | --------------------------- | --------------------------- | --------------------------------------
|Revenue                | -                           | -                           | -                                     
|Expenses               | $ (146,819)                 | $ (83,264)                  | 76%                                   
|Other Income (Expense) | $ (116,537)                 | $ (104,723)                 | 11%                                   
|Net Loss               | $ (263,356)                 | $ (187,987)                 | 40%                                   

Revenues

We have had no operating revenues for
the years ended December 31, 2017 and 2016. We anticipate that we will not generate any revenues for so long as we are a development
stage company.



General and Administrative Expenses

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

|                                    |   | 2017      |   | 2016     | Percentage Increase
        (Decrease)
|----------------------------------- | - | --------- | - | -------- | --------------------------------------
|                                    |   |           |   |          |                                       
|General and Administrative Expenses |   |           |   |          |                                       
|Accounting and audit                | $ | 26,269    | $ | 39,412   | (33%)                                 
|Communications                      |   | -         |   | 4,740    | (100%)                                
|Legal fees                          |   | 44,998    |   | 21,103   | 113%                                  
|Management fees                     |   | 65,000    |   | 4,100    | 1,485%                                
|Office and general                  |   | 560       |   | 1,452    | (61%)                                 
|Regulatory fees                     |   | 7,592     |   | 10,507   | (28%)                                 
|Transfer agent fees                 |   | 2,400     |   | 1,950    | 23%                                   
|                                    |   |           |   |          |                                       
|Total Operating Expenses            | $ | (146,819) | $ | (83,264) | 76%                                   



During the year ended December 31, 2017, the
Company incurred general and administrative expenses totaling $146,817 compared to $83,264 in the previous year.

The significant changes in our expenses
for the year ended December 31, 2017 when compared to the year ended December 31, 2016 was primarily due to:

| | a) | Accounting and audit fees decreased $13,143. This was due to minimal changes in our business activities.
| | -- | --------------------------------------------------------------------------------------------------------

| | b) | Communications expenses decreased $4,740 in the 2017 period compared
to the 2016 period. This is due to several news releases issued by the Company in 2016, while no news released were issued in 2017.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | Legal fees include attorney and para-legal services. In the 2017 year, legal fees increased due to various legal services related
to the Skytower Property, and Marriott agreements as described above.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | d) | Management fees relate to a director engaged to provide general management and administrative services. This director was remunerated
for managing the Company’s affairs; he charged the Company $5,000 year ending December 31, 2017 and $3,000 in the comparative
2016 period.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, the Company granted another director
a one-time management bonus of $37,500 in recognition of his services to the Company in advancing its business activities. The
Company also agreed to pay the director an







ongoing monthly management fee of $2,500 per month
effective April 1, 2017. There were no similar charges in the comparative 2016 period.
In addition, in January 2013, the Company agreed to pay another director/officer a periodic management stipend. During the period
ended December 31, 2016 this director was paid $1,100; there were no similar payments in the comparative 2017 period.

| | e) | Office and general expense relates to administrative costs including bank charges. These expenses decreased $892 in 2017.
| | -- | -------------------------------------------------------------------------------------------------------------------------

| | f) | Regulatory fees for the 2017 period were $2,915 lower primarily due to the Company no longer having to file financial reports
in Canada, offset by some higher fees charged for regulatory filings in the USA. Also in 2016 the Company incurred a one-time regulatory
fee of $2,500 for obtaining a ISIN securities registration number.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | g) | Transfer agent fees increased $450 due to a rate increase by the service provider.
| | -- | ----------------------------------------------------------------------------------



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; plus loans and equity investments from third parties.



LIQUIDITY AND WORKING CAPITAL

As of December 31, 2017, the Company
had total current assets of $74 and total liabilities of $1,869,229. The Company had cash of $74 and a working capital deficiency
of $1,869,155 as of December 31, 2017 compared to cash on hand of $375 and a working capital deficiency of $1,605,799 as of December
31, 2016. We anticipate that we will incur approximately $92,000 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 $1,869,229. 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 to continue our planned business activities.

Cash used in operating
activities for the year ended December 31, 2017 was $54,594 compared to cash used by operating activities for the same period in
2016 of $65,843.  The decrease in cash used in operating activities was primarily due to decrease in cash expenses for
accounting and audit fees, office, and regulatory fees. These expense decreases were partially offset by an increase in legal fees.

The Company has the following loans outstanding
as of December 31, 2017:

A $6,802 loan is payable to a company
controlled by a director of the Company plus accrued interest of $23,912. This loan is unsecured, bearing interest at 12% per annum
and is repayable on demand.

Loans totaling $326,735 are payable
to a company controlled by a director of the Company. These loans are unsecured, non-interest bearing, and repayable upon demand.

Loans totaling $7,694 are payable to
a company controlled by a former director of the Company. These loans are unsecured, non-interest bearing, and repayable upon demand.

Loans totaling $98,017 are payable to
a director of the Company. These loans are unsecured, non-interest bearing, and repayable upon demand.

A $163,766 loan is payable to a company
controlled by a former director of the Company, plus accrued interest payable of $278,145 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 any time 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 $255,209 loan is payable to a company
controlled by a director of the Company, plus accrued interest of $419,598 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 any time 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.

On
January 5, 2014 Company entered into a Convertible Loan Agreement and issued a convertible note for $50,000. This loan is unsecured,
bearing interest at 10% per annum, and was repayable at maturity on January 7, 2015, or on demand after that date. At any time,
the lender may convert the principle amount of the loan into units of the Company, each unit consisting of one common share and
one non-transferable share purchase warrant, at a conversion rate of $0.20 per unit. Each share purchase warrant entitles the holder
to purchase one additional common share for a period of two years from the warrant issue date, at an exercise price of $0.20 during
the first year, and $0.35 during the second year. As of December 31, 2017, $23,252 was accrued in interest on the note.

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 December 31, 2017, we had cash of $74 and we estimate that we will require approximately $92,000 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 $1,869,229. 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 subsequent to the year.

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, 2017 and 2016 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 December 31, 2017, we had cash
of $74 and we estimate that we will require approximately $92,000 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 $1,869,229. 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



We do not expect the adoption of recently issued accounting pronouncements
to have a significant impact on our results of operations, financial position or cash flow.

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 the Income Statement as interest expense
over the term of the convertible instrument. As at December 31, 2017 and 2016, there were no convertible instruments with detachable
instruments outstanding.



When the Company issues convertible debt securities
with a non-detachable conversion feature that provides for an effective rate of conversion that is below market value on the commitment
date, it is known as a beneficial conversion feature (“BCF”). The Company first assessed the convertible debt securities
to determine if the embedded conversion feature meets the exemption criteria of paragraph 11(a) of ASC 815 “Accounting for
Derivative Instruments and Hedging Activities”. The convertible debt securities outstanding as at December 31, 2017 and 2016,
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

FINANCIAL STATEMENTS

December 31, 2017 and 2016

(Expressed in
U.S. Dollars)

















REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM





To the Board of Directors and
Stockholders of Strategic Internet Investments, Incorporated

Opinion on the Financial Statements

We have audited the accompanying balance
sheets of Strategic Internet Investments, Incorporated (the Company) as of December 31, 2017 and 2016, and the related statements
of income, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2017, and
the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations
and its cash flows for each of the years in the two-year period ended December 31, 2017, in conformity with accounting principles
generally accepted in the United States of America.



Basis for Opinion

These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based
on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required
to obtain an understanding of internal control over financial reporting, 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.

Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.

As discussed in Note 1 to the financial
statements, the Company’s continued losses from operations raise substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





|                                                   
|---------------------------------------------------
|LBB & Associates Ltd., LLP                         
|                                                   
|We have served as the Company's auditor since 2016.
|                                                   
|Houston, Texas                                     
|April 13, 2018                                     
|                                                   















|                                                      |   | December 31,
        2017 |   | December 31,
        2016
|----------------------------------------------------- | - | ------------------------- | - | -------------------------
|ASSETS                                                |   |                           |   |                          
|                                                      |   |                           |   |                          
|Current:                                              |   |                           |   |                          
|Cash                                                  | $ | 74                        | $ | 375                      
|                                                      |   |                           |   |                          
|TOTAL ASSETS                                          | $ | 74                        | $ | 375                      
|                                                      |   |                           |   |                          
|LIABILITIES AND STOCKHOLDERS’ DEFICIT                 |   |                           |   |                          
|                                                      |   |                           |   |                          
|Current:                                              |   |                           |   |                          
|Accounts payable                                      | $ | 127,359                   | $ | 97,987                   
|Accounts payable - related parties                    |   | 28,737                    |   | 23,738                   
|Accrued liabilities - related party                   |   | 60,000                    |   | -                        
|Accrued interest                                      |   | 23,253                    |   | 16,363                   
|Accrued interest - related parties                    |   | 721,657                   |   | 613,205                  
|Convertible loan payable                              |   | 50,000                    |   | 50,000                   
|Loans payable - related parties                       |   | 439,248                   |   | 385,906                  
|Convertible notes payable - related parties           |   | 418,975                   |   | 418,975                  
|                                                      |   |                           |   |                          
|TOTAL LIABILITIES                                     |   | 1,869,229                 |   | 1,606,174                
|                                                      |   |                           |   |                          
|Commitments                                           |   |                           |   |                          
|                                                      |   |                           |   |                          
|Stockholders’ deficit:                                |   |                           |   |                          
|Capital Stock                                         |   |                           |   |                          
|Class A Convertible Preferred stock, $0.001 par value |   |                           |   |                          
|10,000,000 authorized, 198,000 outstanding            |   | 198                       |   | 198                      
|Class B Preferred stock, $0.001 par value             |   |                           |   |                          
|10,000,000 authorized, none outstanding               |   | -                         |   | -                        
|Common stock, $0.001 par value                        |   |                           |   |                          
|100,000,000 authorized                                |   |                           |   |                          
|40,359,391 (2016: 40,359,391) issued and outstanding  |   | 40,359                    |   | 40,359                   
|Additional paid-in capital                            |   | 12,156,359                |   | 12,156,359               
|Accumulated deficit                                   |   | (14,066,071)              |   | (13,802,715)             
|                                                      |   |                           |   |                          
|TOTAL STOCKHOLDERS’ DEFICIT                           |   | (1,869,155)               |   | (1,605,799)              
|                                                      |   |                           |   |                          
|TOTAL STOCKHOLDERS’ DEFICIT AND LIABILITIES           | $ | 74                        | $ | 375                      













|                                                     | Years ended
        December 31,
|---------------------------------------------------- | --------------------------------
|                                                     |                                 
|                                                     |                                 
|General and Administrative Expenses                  |                                 
|Accounting and audit fees                            | $                               
|Communications                                       |                                 
|Legal fees                                           |                                 
|Management fees                                      |                                 
|Office and general                                   |                                 
|Regulatory fees                                      |                                 
|Transfer agent fees                                  |                                 
|                                                     |                                 
|Operating loss                                       |                                 
|                                                     |                                 
|Other income and expense                             |                                 
|Interest                                             |                                 
|Loss on foreign exchange                             |                                 
|                                                     |                                 
|Net loss for the year                                | $                               
|                                                     |                                 
|Basic and diluted loss per share                     |                                 
|                                                     |                                 
|Weighted average number of common shares outstanding |                                 









|                                                                            | Years ended
        December 31,
|--------------------------------------------------------------------------- | --------------------------------
|                                                                            |                                 
|Operating Activities                                                        |                                 
|Net loss for the year                                                       | $                               
|Adjustments to reconcile net loss to net cash used in operating activities: |                                 
|Unrealized foreign exchange gain                                            |                                 
|Changes in non-cash item:                                                   |                                 
|Accounts payable                                                            |                                 
|Accounts payable – related parties                                          |                                 
|Accrued liability – related party                                           |                                 
|Accrued interest                                                            |                                 
|Accrued interest – related parties                                          |                                 
|                                                                            |                                 
|Net cash used in operating activities                                       |                                 
|                                                                            |                                 
|Financing Activities                                                        |                                 
|Proceeds from Loans payable – related parties                               |                                 
|                                                                            |                                 
|Net cash provided by financing activities                                   |                                 
|                                                                            |                                 
|Decrease in cash during the year                                            |                                 
|                                                                            |                                 
|Cash, beginning of the year                                                 |                                 
|                                                                            |                                 
|Cash, end of the year                                                       | $                               
|                                                                            |                                 
|Supplementary disclosure of cash flows:                                     |                                 
|Cash paid for Interest                                                      | $                               
|Cash paid for Taxes                                                         | $                               

















|                            | Class A Convertible |              | Additional |             |             
|--------------------------- | ------------------- | ------------ | ---------- | ----------- | ------------
|                            | Preferred Stock     | Common Stock | Paid-In    | Accumulated |             
|                            | Stock               | Par Value    | Stock      | Par Value   | Capital     
|                            |                     |              |            |             |             
|Balances, December 31, 2015 | 198,000             | $ 198        | 40,359,391 | $ 40,359    | $ 12,156,359
|Net loss                    | -                   | -            | -          | -           | -           
|                            |                     |              |            |             |             
|Balances, December 31, 2016 | 198,000             | 198          | 40,359,391 | 40,359      | 12,156,359  
|Net loss                    | -                   | -            | -          | -           | -           
|                            |                     |              |            |             |             
|Balances, December 31, 2017 | 198,000             | $ 198        | 40,359,391 | $ 40,359    | $ 12,156,359











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

The Company 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, 2017, the Company had not yet achieved profitable operations, has an accumulated deficit of $14,066,071 since its
inception, has a working capital deficiency of $1,869,155 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 $92,000 over the twelve months ended December 31, 2018 to continue operations and estimates it will accrue
interest expenses of $119,000 and $34,000 over the next 12 months on loans and management fees due to related parties, respectively.
In addition to funding the Company’s general, administrative and corporate expenses the Company is obligated to address its
current obligations totaling $1,869,229. 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. 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, 2017 and 2016 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 Company’s ability to continue as a going concern is dependent upon its ability to generate
future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising
from normal business operations when they come due. Management has no formal plan in place to address this concern but considers
that the Company will be able to obtain additional funds by equity financing and/or related party advances; however there is no
assurance of additional funding being available. The Company has historically satisfied its capital needs primarily by issuing
equity securities and/or related party advances. Management plans to continue to provide for its capital needs during the year
ended December 31, 2018, by issuing equity securities and/or related party advances.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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:



| |  | Cash and Cash Equivalents
| |  | -------------------------



The Companyclassifies all highly liquid instruments with an original maturity of three months or less at the time of purchase as cash equivalents.



| |  | 
| |  | 











Use
of Estimates



The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.



Income Taxes



The Company accounts for income
taxes in accordance with Accounting Standards Codification ("ASC") 740, Income

Taxes. 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.



| |  | Basic and Diluted 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.

Foreign Currency Translation



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



Financial Instruments



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



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







reporting entity’s own assumptions
about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).



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



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



In instances where the determination of the fair value
measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within
which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement
in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its
entirety requires judgment and considers factors specific to the asset or liability.



Certain assets and liabilities are
measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but
are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). There
were no assets or liabilities measured at fair value on a nonrecurring basis during the periods ended December 31, 2017 and 2016.



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. The resulting discount of the convertible instrument is amortized into
income as interest expense over the term of the convertible instrument. As of December 31, 2017 and 2016, 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. For the convertible debt securities outstanding as
at December 31, 2017 and 2016, the embedded conversion features met the exemption criteria to be classified as equity instruments.
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









The Company does not expect the
adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position
or cash flow.





| | 2. | Convertible loan payable
| | -- | ------------------------



On January 5, 2014 Company entered
into a Convertible Loan Agreement and issued a convertible note for $50,000. This loan is unsecured, bearing interest at 10% per
annum, and was repayable at maturity on January 7, 2015, or on demand after that date. At any time, the lender may convert the
principle amount of the loan into units of the Company, each unit consisting of one common share and one non-transferable share
purchase warrant, at a conversion rate of $0.20 per unit. Each share purchase warrant entitles the holder to purchase one additional
common share for a period of two years from the warrant issue date, at an exercise price of $0.20 during the first year, and $0.35
during the second year. As of December 31, 2017 and 2016, $23,253 and $16,363, respectively, was accrued in interest on the note.



The Company calculated a beneficial
conversion feature on the convertible note of $22,826, and this amount was fully amortized to interest expense during the year
ended December 31, 2014. Upon conversion of this loan, which triggers the issuance of the warrants, the $42,000 fair value of the
warrants will be recognized as an interest expense and credited to additional paid-in capital.



The fair value of the warrants was
estimated at the date the convertible note was issued using the Black-Scholes valuation model. The Black-Scholes valuation model
requires the input of highly subjective assumptions including the expected price volatility.





| | 3. | Loans payable – related parties
| | -- | -------------------------------



|                                                                                                                                                                                                             | December 31,    | December 31,   
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------- | ---------------
|                                                                                                                                                                                                             | 2017            | 2016           
|                                                                                                                                                                                                             |                 |                
|a)	Loan payable to a company controlled by a director of the Company plus accrued interest of $23,912 (2016 - $20,488). The loan is unsecured, bearing interest at 12% per annum and is repayable on demand. | $        	6,802 | $        	6,802
|                                                                                                                                                                                                             |                 |                
|b)	Loans payable to a company controlled by a director of the Company. The loans are unsecured, non-interest bearing, and repayable upon demand.                                                             | 326,735         | 325,521        
|                                                                                                                                                                                                             |                 |                
|c)	Loans payable to a company controlled by a former director of the Company. The loans are unsecured, non-interest bearing, and repayable upon demand.                                                      | 7,694           | 7,295          
|                                                                                                                                                                                                             |                 |                
|d)	Loans payable to a director of the Company. The loans are unsecured, non-interest bearing, and repayable upon demand.                                                                                     | 98,017          | 46,288         
|                                                                                                                                                                                                             |                 |                
|Total Loans Payable – related parties                                                                                                                                                                        | $      439,248  | $      385,906 













| | 4. | Convertible notes payable – related parties
| | -- | -------------------------------------------



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | December 31,   | December 31,  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------- | --------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 2017           | 2016          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                |               
|a)	Loan payable to a company controlled by a former director of the Company, plus accrued interest payable of $278,146 (2016 - $236,584), 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 any time convert the principal sum into units of the Company. Each unit will consist of one common share plus one common share purchase warrant. Each warrant is exercisable for a period of 2 years from the date of conversion at a price ranging from $0.05 to $0.23. The principal sum of $163,766 may be converted into 2,320,858 units. Upon conversion of this loan, the $73,685 fair value of the warrants, as measured at inception, will be recognized as an interest expense and credited to additional paid-in capital. | $      163,766 | $      163,766
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                |               
|b)	Loan payable to a company controlled by a director of the Company, plus accrued interest of $419,598 (2016 - $356,133), 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 any time convert the principal sum into units of the Company. Each unit will consist of one common share plus one common share purchase warrant.  Each warrant is exercisable for a period of 2 years from the date of conversion at a price ranging from $0.05 to $0.12. The principal sum of $255,209 may be converted into 4,526,436 units. Upon conversion of this loan, the $113,338 fair value of the warrants, as measured at inception, will be recognized as an interest expense and credited to additional paid-in capital.              | 255,209        | 255,209       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                |               
|Total Convertible Notes Payable – related parties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | $      418,975 | $      418,975





| | 5. | Capital Stock
| | -- | -------------



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.



No common shares were
issued during 2017 and 2016.











| | 6. | Stock-based Compensation
| | -- | ------------------------



Stock Option Plan



| |  | No options were granted and no compensation expense was recorded during 2016 and 2017.
| |  | --------------------------------------------------------------------------------------



As at December 31, 2017, the Company
had share purchase options outstanding as follows:



|Expiration Date           | Exercise Price | Remaining Contractual Life | Number of Options
|------------------------- | -------------- | -------------------------- | -----------------
|                          |                |                            |                  
|January 16, 2018          | $0.12          | 0.04 years                 | 2,940,000        
|                          |                |                            |                  
|Total options outstanding |                | 0.04 years                 | 2,940,000        



At December 31, 2017 and 2016 all
the outstanding share purchase options were exercisable. The January 16, 2018 share purchase options expired without being exercised.





7. Related Party Transactions



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:



|                                 | Year ended December 31,
|-------------------------------- | -----------------------
|                                 | 2017                   
|                                 |                        
|Interest                         | $ 108,452              
|Management fees                  | 65,000                 
|                                 |                        
|Total related party transactions | $ 173,452              



| |  | At December 31, 2017, accounts payable - related parties includes $73,211 (2016 - $8,211) due to
two directors, a former director, and a company controlled by a director of the Company in respect of unpaid management fees and
expenses incurred on behalf of the Company.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | At December 31, 2017, accounts payable - related parties also includes $15,527 (2016 - $15,527)
of expenses for operating costs paid on behalf of the Company by a company with directors in common.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Management fees relate to a director engaged to provide general management and administrative services.
This director was remunerated for managing the Company’s affairs; he charged the Company $5,000 year ending December 31,
2017 and $3,000 in the comparative 2016 period.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In addition,
the Company granted another director a one-time management bonus of $37,500 in recognition of his services to the Company in advancing
its business activities. The Company also agreed to pay the director an ongoing monthly management fee of $2,500 per month effective
April 1, 2017. There were no similar charges in the comparative 2016 period.



| |  | The Company agreed to issue 1,680,000 restricted common shares at $0.05 per share, for a total
consideration of $84,000, as partial settlement of debts due to a director of the Company, in respect of unpaid management fees
payable totaling $45,000, plus $39,000 of loans payable. These shares have not yet been issued.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | See note 9 for other related party transactions for Skytower and Marriot.
| |  | -------------------------------------------------------------------------









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



| |  | The tax effects of temporary differences that give rise to deferred tax assets at December 31, 2017 and 2016 are presented
below:
| |  | ---------------------------------------------------------------------------------------------------------------------------------





|                                           | December 31,
|------------------------------------------ | ------------
|                                           |             
|                                           |             
|Net tax operating loss carryforwards       | $           
|Valuation allowance for deferred tax asset |             
|                                           |             
|                                           | $           



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, 2017, the Company has estimated accumulated net operating losses of approximately
$7,031,000 (2016 - $6,768,000) which may be carried forward to reduce taxation income in future years. Per IRS Publication 536,
the non-operating losses expire from 2017 to 2037.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As of December 31, 2017, the Company
saw a decrease of approximately $892,000 in deferred tax assets from income tax loss carry forwards. The significant decline in
the carry forwards was due the passage of the Tax Cuts and Jobs Act on December 20, 2017 that reduced effective tax rates for future
periods to 21% from 34%. The decline in value of the income tax loss carry forwards has no impact on our statement of operations.
The change due from the rate change was approximately $947,000 offset by the increase in the net operating loss for the net loss
for the year ended December 31, 2017 of $55,000.



| | 9. | Committments
| | -- | ------------



| |  | Skytower:
| |  | ---------

On August 9, 2016, SIII entered
into a Securities Purchase Agreement (the “Kayu Agreement”) to acquire 60% of the issued capital stock Kayu Tekstil
Sanayi Ve Ticaret Limited Sirketi (“Kayu”), a Turkish company, from Najibi Investment Trading FZC (hereinafter “Najibi”),
G7 Entertainment Incorporated, (hereinafter “G7”), Royaltun General Trading LLC., (hereinafter “Royaltun”),
and Soha Investment Inc., (hereinafter “Soha) (jointly hereinafter the “Shareholders”). In consideration for
the Kayu shares, the Company agreed to issue convertible debentures in the amount of $30,205,939 to the Shareholders of Kayu. This
is a related party transaction as Mr. Abbas Salih is a Director and Officer, as well as the controlling shareholder, of SIII and
has an ownership interest in and/or control of the Shareholders. Kayu has an agreement to acquire the Skytower Hotel Atayol in
Akcakoca, Turkey (the “Skytower Property”), subject to the successful discharge of a debt on the Skytower Property
and the transfer of title to Kayu.	
Upon discharge of the debt on the Skytower Property, the Company will issue convertible debentures in the amount of $12,656,768
to Najibi, a Company that settled the existing debt on the Skytower Property.Upon transfer of the Skytower Property title to Kayu, the Company will issue convertible debentures in the amount of $20,137,293
to a shareholder of Kayu to acquire the remaining 40% of the capital stock of Kayu. Upon completion of these transactions, SIII
will own 100% of Kayu.









The Company has the right to terminate
the agreements to acquire the issued capital stock of Kayu and cancel the associated convertible debentures if the vendors do not
complete certain closing conditions.









As of the filing date, the closing
conditions in the Kayu agreement have not yet been met, and the convertible debentures have not been issued to the Shareholders.









Marriott:



On October 14, 2016, the Company
and the Shareholders mutually agreed to terminate their agreements and cancel the associated convertible debentures. At the same
time, the Company and the Shareholders entered into new agreements to acquire 50% of the issued capital stock of Par-San. In consideration
for the Par-San shares, the Company agreed to issue convertible debentures in the amount of $47,400,000 to the Shareholders. This
is a related party transaction as Mr. Abbas Salih is a Director and Officer, as well as the controlling shareholder, of SIII and
has an ownership interest in and/or control of the Shareholders.



This is a related party transaction
as Mr. Abbas Salih is a Director and Officer, as well as the controlling shareholder, of SIII and has an ownership interest in
and/or control of the Shareholders.



In October 2017, the Company and
the Shareholders agreed to amend the agreements mentioned above, and entered into a Subscription Agreement whereby they agreed
to the issuance of Convertible Bonds in the principal amount of $60,000,000, as further described below.



On October 25, 2017, Strategic entered
into a Subscription Agreement (the “Subscription Agreement”) with Najibi Investment Trading FZC (“Najibi”),
pursuant to which Najibi agreed to purchase $60 million at 12% interest.. Convertible Bonds due 2022 issued by the Company (the
“Bonds”). The Subscription Agreement was entered into pursuant to the purchase of 50.1% of the stock of Parsan Turizm.



The Subscription Agreement provides
that the Bonds were issued to Najibi on a deferred payment basis. Within 21 business days, Najibi must transfer 50% of the shares
of Parsan Turizm (valued at $20.7 million) to the Company and pay to the Company $39,300,000, of which approximately $23.7 million
will be used to pay the mortgage on the Marriott, and the remaining approximately $15.6 million will be paid to the Company as
working capital.



The Bonds have the following terms:



•	12% interest due on October
25th of each year until maturity

•	Principal due October
25, 2022

| | • | Bonds may be converted into common stock of the Company at the rate of $1.00 per share at the election
of the holder
| | - | --------------------------------------------------------------------------------------------------------------------

•	Bonds may be redeemed
in whole (but not in part) at any time

| | • | A holder may require the Company to redeem all (but not part) of all of such holder’s Bonds
upon a change of control of the Company
| | - | -----------------------------------------------------------------------------------------------------------------------------------



In preparation for Closing, the
Company has executed the Bonds; however, they are not binding obligations of the Company until all closing conditions are satisfied
or waived by the Company.



Najibi is a related party to our
Chief Executive Officer and Director, Abbas Salih, as a result of Mr. Salih’s ownership interest in and/or control of Najibi.
It is contemplated that Najibi will either transfer part of the Bonds or the sales proceeds therefrom to G7 Entertainment Incorporated,
SOHA Investment & Partners, and Royaltun General Trading L.L.C., pursuant to the Securities Purchase Agreements entered into
on August 30, 2016 among the Company and those parties. G7 Entertainment Incorporated, SOHA Investment & Partners, and Royaltun
General Trading L.L.C. are also related parties to Mr. Salih due to Mr. Salih’s ownership interest in and/or control of these
entities.



The Company also intends to purchase
0.1% of the stock of Parsan Turizm from one or more of Parsan Turizm’s current shareholders.



















All of the above mentioned convertible debentures have the following
terms:



| | a) | Non-interest bearing.
| | -- | ---------------------

| | b) | Mature on December 31, 2021 (the “Maturity Date”).
| | -- | --------------------------------------------------

| | c) | At any time prior to the Maturity Date, the convertible debenture holder may convert the debenture into common stock of the
Company at a price of $1.00 per share.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | d) | The convertible debenture will automatically convert into common stock upon the closing price of the Company’s common
stock closing above $1.00 per share for 20 consecutive trading days.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





The Company has not yet determined the accounting treatment
for the above mentioned series of transactions.





| | 10. | Subsequent Events
| | --- | -----------------



The Company was advanced $2,435 by a director to pay
certain service providers. The advance is unsecured, non-interest bearing and repayable on demand.







Item
9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.



Disagreements With Accountants on Accounting and Financial Disclosure



Not applicable

Item 9A. Controls and Procedures.



Disclosure controls and procedures

As required by Rule 13(a)-15 under the
Exchange Act, in connection with this annual report on Form 10-K, under the direction of our Chief Executive Officer and Chief
Financial Officer, we have evaluated our disclosure controls and procedures as of December 31, 2017, including the remedial actions
discussed below, and we have concluded that, as of December 31, 2017, 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, 2017.

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, 2017, due to the
existence of significant deficiencies constituting material weaknesses, as described in greater detail below. A material weakness
is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement
of the annual or interim financial statements will not be prevented or detected on a timely basis.

Limitations on Effectiveness of Controls

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







because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and not be detected.

Material Weaknesses Identified

In connection with the preparation of
our financial statements for the year ended December 31, 2017, 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, 2017, 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 has corrected
material errors, if any, prior to the release of our company’s December 31, 2017 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 when they are reasonable and cost-effective. We intend
to consider the results of our remediation efforts and related testing as part of our year-end 2018 assessment of the effectiveness
of our internal control over financial reporting.

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

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









Changes in Internal Controls over Financial
Reporting

There were no changes in our internal
control over financial reporting during the fourth quarter of our fiscal year ended December 31, 2017 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 experience
        during past 5 years                  | Other directorships
|---------------------------------------------------------------------------------------------------------------------------- | --- | ---------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------- | -------------------
|                                                                                                                             |     |                                                                                                            |                                                                  |                    
|Abbas Salih
        Chairman, President, CEO, CFO, Director                                                                  | 71  | March 7, 2001
        to
        Present                                                                   | Director and officer of the Company.                             | None               
|                                                                                                                             |     |                                                                                                            |                                                                  |                    
|Fred Schultz
        Director                                                                                                | 58  | August 20, 2012
        to
        Present                                                                 | Director of the Company, and independent businessman             | None               
|                                                                                                                             |     |                                                                                                            |                                                                  |                    
|Dr. Ralf Zabel
        Director
        
        
        Vice-president - International Business Development and Operations | 57  | January 18, 2016
        to
        Present
        
        September 18, 2008
        to
        Present | Director and 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.



Fred Schultz, Director

Mr. Schultz is a businessman with 30 years
of public relations and executive customer service in the United States. He is VP of Regal Barrington, a capital markets advisory
firm and a member of the National Investor Relations Institute (NIRI). Mr. Schultz was instrumental in the 1999 opening of Regus
Networks (formerly HQ Global Workplaces) in Carlsbad, CA as well as a consultant in the 2004 building of other executive office
suites, Rancho Santa Fe Executive Suites in Encinitas, CA.



Dr. Ralf Zabel, Director, 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 Germany since 1986. He was appointed a director of the Company effective January 18, 2016.

Term of Office

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







Family Relationships

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

Significant Employees

We have no significant employees.

Involvement
in Certain Legal Proceedings

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

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





Audit Committee

As at the date hereof, the Audit Committee
is comprised of Abbas Salih, Fred Schultz, and Ralf Zabel. All of the members of the Audit Committee are “financially literate”.



The text of the Audit Committee Charter is attached below:



Charter of the Audit Committee of the Board
of Directors of Strategic Internet Investments, Incorporated (the “Company”)



Article 1 – Mandate and Responsibilities



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



| | (a) | recommend to the Board the external auditor to be nominated for the purpose of preparing or issuing
an auditor's report or performing other audit, review or attest services for the Company;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | recommend to the Board the compensation of the external auditor;
| | --- | ----------------------------------------------------------------



| | (c) | oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor's
report or performing other audit, review or attest services for the Company, including the resolution of disagreements between
management and the external auditor regarding financial reporting;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | pre-approve all non-audit services to be provided to the Company or its subsidiaries by the Company’s
external auditor;
| | --- | -----------------------------------------------------------------------------------------------------------------------



| | (e) | review the Company’s financial statements, 10-K (MD&A) and annual and interim earnings
press releases before the Company publicly discloses this information;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------









| | (f) | be satisfied that adequate procedures are in place for the review of all other public disclosure
of financial information extracted or derived from the Company’s financial statements, and to periodically assess the adequacy
of those procedures;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (g) | establish procedures for:
| | --- | -------------------------



i.the receipt, retention and treatment of complaints
received by the Company regarding accounting, internal accounting controls or auditing matters; and



ii.the confidential, anonymous submission by employees
of the Company of concerns regarding questionable accounting or auditing matters; and



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



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



Audit Committee Oversight



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



Pre-Approval Policies and Procedures



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



Audit Committee Financial Expert

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



Corporate Governance

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

Board of Directors

The Board, at present, is composed of three
directors whom are executive officers of the Company. Mr. Abbas Salih, by reason of his being the President, CEO, and CFO of the
Company, is not independent. Dr. Ralf Zabel, by reason of his being Vice-president - International Business Development and Operations,
is not independent. Mr. Fred Schultz is not considered to be an independent director. 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)
|---------------- | ----------------------------------------------------------
|                 |                                                           
|Abbas Salih      | None                                                      
|Fred Schultz     | None                                                      
|Ralf Zabel       | 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 Abbas Salih, Fred Schultz, and Ralf Zabel. 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, 2017; 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, 2017 and 2016,
are set out in the summary compensation table.



Summary compensation table
(aside from what is set out below, there is no other compensation to the individuals in respect of 2016 and 2015):

|                                                                                             |      | Option    | Share Awards(2) |         
|-------------------------------------------------------------------------------------------- | ---- | --------- | --------------- | --------
|Name                                                                                         | Year | Awards(1) | and Other(3)    | Total   
|                                                                                             |      |           |                 |         
|Abbas Salih, CEO, CFO, Director                                                              | 2017 | $ Nil     | $ Nil           | $ Nil   
|                                                                                             | 2016 | $ Nil     | $ 1,100         | $ 1,100 
|                                                                                             |      |           |                 |         
|Fred Schultz, Director                                                                       | 2017 | $ Nil     | $ 5,000         | $ 5,000 
|                                                                                             | 2016 | $ Nil     | $ 3,000         | $ 3,000 
|                                                                                             |      |           |                 |         
|Dr. Ralf Zabel, Director, Vice-president - International Business Development and Operations | 2017 | $ Nil     | $ 60,000        | $ 60,000
|                                                                                             | 2016 | $ Nil     | $ Nil           | $ Nil   
|                                                                                             |      |           |                 |         



| | (1) | The amount of the Option Awards represents the fair value of the stock options granted and recognized for financial reporting
purposes during the year indicated. For a description of the methodology and assumptions used in valuing the option awards granted
to our named executive officers and directors, please review Notes 1 and 4 to the financial statements for the year ended December
31, 2017. No options were granted during the 2017 year.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The amount of Share Awards is the fair value of common shares issued as remuneration to the named executive officers plus common
shares issued as remuneration. For a description of the methodology and assumptions used in valuing the share awards granted to
our named executive officers and directors, please review Notes 1 and 4 to the financial statements for the year ended December
31, 2017. No Share Awards were granted during the 2017 year.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Other compensation represents the amounts charged by or paid to the named individuals with respect to management fees.
| | --- | ----------------------------------------------------------------------------------------------------------------------

Management Contracts

During the fiscal year ended December
31, 2017, directors and officers received management fees as compensation for providing management services to the Company 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 expired 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 3 individual share purchase options were outstanding to consultants, employees, directors, and officers to acquire a total of
2,940,000 common shares of the Company at a weighted average price of $0.12 per share, expiring on January 16, 2018.



The outstanding equity awards of the named executive officers, for
our year ended December 31, 2017, are set out in the following outstanding equity awards table:



|Name                                   | Number of securities underlying unexercised
        options
        # exercisable | Option
        exercise price | Options expiration date
|-------------------------------------- | --------------------------------------------------------------------------------- | ----------------------------- | -----------------------
|                                       |                                                                                   |                               |                        
|Abbas Salih
        CEO, CFO, Director | 1,200,000                                                                         | $0.12                         | January 16, 2018       
|                                       |                                                                                   |                               |                        



All of the options were vested and exercisable
on the date they were granted. The January 16, 2018 share purchase options expired without being exercised.

Aggregated Options Exercised in the
Year Ended December 31, 2017 and Year End Option Values

There were no stock options exercised
during the year ended December 31, 2017.









Repricing of Options/SARS



There were no stock options re-priced during
the year ended December 31, 2017.

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, 2017.

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 December 31, 2017, there were 40,359,391shares 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 named 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

|Title of class    | Name and address of beneficial owners(1)                                                                | Amount and nature of
        beneficial ownership | Percentage
        of class(2), (3)
|----------------- | ------------------------------------------------------------------------------------------------------- | ------------------------------------------------- | -----------------------------------
|                  |                                                                                                         |                                                   |                                    
|Management        |                                                                                                         |                                                   |                                    
|Common stock      | Abbas Salih                                                                                             | 18,838,044 (indirect) (5)                         | 33%                                
|                  | Jood Palace Hotel
        36-A Street Off Al Rigga Road,
        PO Box 42211
        Deira, Dubai, UAE | 3,557,427 (direct)(5)                             | 6%                                 
|                  |                                                                                                         |                                                   |                                    
|Common stock      | Fred Schultz                                                                                            | 320,000 (direct)                                  | 1%                                 
|                  | 1706 Serrano St.                                                                                        |                                                   |                                    
|                  | Oceanside, CA 92054                                                                                     |                                                   |                                    
|                  |                                                                                                         |                                                   |                                    
|Common stock      | Ralf Zabel                                                                                              | 60,000 (direct)                                   | *%                                 
|                  | Shulstrasse 18 D-01723                                                                                  |                                                   |                                    
|                  | Kesseldorf, Germany                                                                                     |                                                   |                                    
|Management total  |                                                                                                         | 22,775,471                                        | 40%                                
|                  |                                                                                                         |                                                   |                                    
|Beneficial owners |                                                                                                         |                                                   |                                    
|Common stock      | Ralph Shearing(6)                                                                                       | 8,727,354 (indirect) (4)                          | 15%                                
|                  | 450-1090 W. Georgia St.                                                                                 |                                                   |                                    
|                  | Vancouver, BC, Canada                                                                                   |                                                   |                                    
|                  |                                                                                                         |                                                   |                                    
|Common stock      | John Martin Stewart Phillips                                                                            | 3,500,000 (direct)                                | 6%                                 
|                  | Mahe, Penrhiw Pistyll Lane
        New Quay, Ceredigion
        Wales, UK                               |                                                   |                                    



| | (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 40,359,391shares of common stock issued and outstanding
as of December 31, 2017, plus shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable
or convertible within 60 days of December 31, 2017.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | * Less than 1%
| | --- | --------------

| | (4) | The beneficial owner has the right to acquire 1,440,000 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) | Mr. Shearing resigned as a director of the Company effective December 4, 2015.
| | --- | ------------------------------------------------------------------------------





Changes in Control



None







Item
13. Certain Relationships and Related Transactions, and Director Independence.

Transactions with related persons

No director, executive officer, principal
shareholder holding at least 5% of our common shares, or any family member thereof, had any material interest, direct or indirect,
in any transaction, or proposed transaction, since the beginning of our company’s fiscal year ended December 31, 2017, in
which the amount involved in the transaction exceeded or exceeds the $120,000, except as described below.



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:



|                                 | Year ended December 31,
|-------------------------------- | -----------------------
|                                 | 2017                   
|                                 |                        
|Interest                         | $ 108,452              
|Management fees                  | 65,000                 
|                                 |                        
|Total related party transactions | $ 173,452              





At December 31, 2017, accounts payable includes
$73,211 (2016 - $8,211) due to two directors, a former director, and a company controlled by a director of the Company in respect
of unpaid management fees and expenses incurred on behalf of the Company.



At December 31, 2017, accounts payable also
includes $15,527 (2016 - $15,527) of expenses for operating costs paid on behalf of the Company by a company with directors in
common.



Management fees relate to a director engaged
to provide general management and administrative services. This director was remunerated for managing the Company’s affairs;
he charged the Company $5,000 year ending December 31, 2017 and $3,000 in the comparative 2016 period.



In addition, the Company granted another director
a one-time management bonus of $37,500 in recognition of his services to the Company in advancing its business activities. The
Company also agreed to pay the director an ongoing monthly management fee of $2,500 per month effective April 1, 2017. There were
no similar charges in the comparative 2016 period.



The Company agreed to issue 1,680,000 restricted
common shares at $0.05 per share, for a total consideration of $84,000, as partial settlement of debts due to a director of the
Company, in respect of unpaid management fees payable totaling $45,000, plus $39,000 of loans payable. These shares have not yet
been issued.



Director Independence



The Board, at present, is composed of three
directors whom are executive officer of the Company. Mr. Fred Schultz is not considered to be an independent director. Mr. Abbas
Salih, by reason of his being the President, CEO, and CFO of the Company, is not independent. Dr. Ralf Zabel, by reason of his
being Vice-president - International Business Development and Operations, is not independent. 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, 2017 and 2016 for professional services rendered by Malone Bailey LLP,
Certified Public Accountants, and LBB & Associates Ltd., LLP, Certified Public 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
        December 31, 2017 | Year Ended December 31, 2016
|------------------ | ------------------------------------ | ----------------------------
|Audit Fees         | $12,855                              | $26,500                     
|Audit Related Fees | Nil                                  | Nil                         
|Tax Fees           | Nil                                  | Nil                         
|All Other Fees     | Nil                                  | Nil                         
|Total              | $12,855                              | $26,500                     

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 LBB & Associates Ltd., LLP and believes that the provision of services for activities
unrelated to the audit is compatible with maintaining LBB & Associates Ltd., 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 31.1
|601-(32)               | Section 1350 Certifications                                                                  | Exhibit 32.1
|                       |                                                                                              |             
|                       |                                                                                              |             
|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 18, 2018 |  | /s/ Abbas Salih                             
|      |                |  | Abbas Salih, CEO, CFO, Director             
|      |                |  |                                             
|Date: | April 18, 2018 |  | /s/ Ralf Zabel                              
|      |                |  | Ralf Zabel, Director