---

UNITED STATES
  SECURITIES EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

Quarterly Report Under Section 13 or 15(d) of
  The Securities Exchange Act of 1934

|For the Quarter Ended: September 30, 2003 | Commission File 
|----------------------------------------- | ----------------
|                                          | Number: 33-28188

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

|Delaware                 | 84-1116458            
|------------------------ | ----------------------
|(State of Incorporation) | (I.R.S. Employer      
|                         | Identification Number)

Suite 450 - 650 West Georgia Street, Vancouver, B.C.
  Canada V6B 4N8
  (Address of Principal Executive Offices) (Postal Code)

Registrant's Telephone Number, including area code: (604) 684-8662

Indicate by check mark whether the Registrant (1) has filed
  all reports required to be filed under 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 the filing requirements for at least the past 90 days.

Yes x          No
   ̈

Indicate the number of shares outstanding of each of the Issuer's
  classes of common stock, as of the end of the Period.

17,305,596 as at September 30, 2003

PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

| | i)   | Consolidated Balance Sheets as
        at September 30, 2003;                                                                                                                        
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ii)  | Consolidated Statements of Operations
        for the three and nine months ended September 30, 2003 and 2002 and February
        28, 1989(Date of Inception) to September 30, 2003;
| | iii) | Consolidated Statements of Cash
        Flows for the nine months ended September 30, 2003 and 2002 and February
        28, 1989(Date of Inception) to September 30, 2003;          
| | iv)  | Consolidated Statement of Stockholders'
        Deficiency for the period from February 28, 1989(Date of Inception) to
        September 30, 2003;                                   
| | v)   | Notes to the Consolidated Financial
        Statements as at September 30, 2003.                                                                                                     

---

STRATEGIC INTERNET INVESTMENTS, INCORPORATED

(A Development Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2003

(Stated in US Dollars)

(Unaudited)

---

STRATEGIC INTERNET INVESTMENTS, INCORPORATED(A Development Stage Company)
  INTERIM CONSOLIDATED BALANCE SHEETS
  September 30, 2003 and December 31, 2002
  (Stated in US Dollars)(Unaudited)

|                                                      |   | September 30, |   |   | December 31, |  
|----------------------------------------------------- | - | ------------- | - | - | ------------ | -
|ASSETS                                                |   | 2003          |   |   | 2002         |  
|Current                                               |   |               |   |   |              |  
|Cash                                                  | $ | 3,417         |   | $ | -            |  
|Prepaid expenses  Note 4                             |   | 58,360        |   |   | 28,000       |  
|                                                      |   | 61,777        |   |   | 28,000       |  
|Capital assets                                        |   | 1,051         |   |   | 1,356        |  
|Deferred investment costs  Note 5                    |   | 99,210        |   |   | 65,000       |  
|                                                      |   | 162,038       |   |   | 94,356       |  
|LIABILITIES                                           |   |               |   |   |              |  
|Current                                               |   |               |   |   |              |  
|Bank indebtedness                                     | $ | -             |   | $ | 19           |  
|Accounts payable  Note 5                             |   | 973,749       |   |   | 203,247      |  
|Due to related parties                                |   | 49,259        |   |   | 49,314       |  
|Loans payable                                         |   | 86,162        |   |   | 86,950       |  
|                                                      |   | 1,109,170     |   |   | 339,530      |  
|Loans payable                                         |   | 105,900       |   |   | 25,894       |  
|                                                      |   | 1,215,070     |   |   | 365,424      |  
|STOCKHOLDERS DEFICIENCY                              |   |               |   |   |              |  
|Capital Stock  Notes 5 and 7                         |   |               |   |   |              |  
|Class A Convertible Preferred stock, $0.001 par value |   |               |   |   |              |  
|10,000,000 authorized, 1,268,750 outstanding          |   | -             |   |   | -            |  
|Class B preferred stock, $0.001 par value             |   |               |   |   |              |  
|10,000,000 authorized, none outstanding               |   |               |   |   |              |  
|Common stock, $0.001 par value                        |   |               |   |   |              |  
|100,000,000 authorized                                |   |               |   |   |              |  
|17,305,596 outstanding (2002: 15,205,596 outstanding) |   | 17,304        |   |   | 15,204       |  
|Additional paid-in capital                            |   | 2,816,828     |   |   | 2,550,928    |  
|Contributed capital                                   |   | 267,277       |   |   | 240,527      |  
|Deficit accumulated during the development stage      |   | (4,154,441    | ) |   | (3,077,727   | )
|                                                      |   | (1,053,032    | ) |   | (271,068     | )
|                                                      | $ | 162,038       |   | $ | 94,356       |  

SEE ACCOMPANYING NOTES

---

STRATEGIC INTERNET INVESTMENTS, INCORPORATED(A Development Stage Company)
  INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
  for the three and nine months ended September 30, 2003 and 2002
  and the period February 28, 1989 (Date of Inception) to September 30, 2003
  (Stated in US Dollars)(Unaudited)

|                                    |                    |            |                   |   |            |                  |   |            |   |   |            |   |   | Cumulative     |  
|----------------------------------- | ------------------ | ---------- | ----------------- | - | ---------- | ---------------- | - | ---------- | - | - | ---------- | - | - | -------------- | -
|                                    |                    |            |                   |   |            |                  |   |            |   |   |            |   |   | from February  |  
|                                    |                    |            |                   |   |            |                  |   |            |   |   |            |   |   | 28, 1989 (Date |  
|                                    | Three months ended |            | Nine months ended |   |            | of Inception) to |  
|                                    | September 30,      |            | September 30,     |   |            | September 30,    |  
|                                    |                    | 2003       |                   |   | 2002       |                  |   | 2003       |   |   | 2002       |   |   | 2003           |  
|General and Administrative Expenses |                    |            |                   |   |            |                  |   |            |   |   |            |   |   |                |  
|Accounting and audit fees           | $                  | 5,673      |                   | $ | 1,862      |                  | $ | 17,388     |   | $ | 4,387      |   | $ | 61,545         |  
|Amortization                        |                    | 101        |                   |   | 124        |                  |   | 305        |   |   | 404        |   |   | 1,977          |  
|Automobile                          |                    | 1,245      |                   |   | -          |                  |   | 1,245      |   |   | -          |   |   | 1,245          |  
|Consulting fees                     |                    | 109,450    |                   |   | 55,867     |                  |   | 172,874    |   |   | 109,368    |   |   | 1,866,378      |  
|Filing fees                         |                    | 868        |                   |   | 370        |                  |   | 1,948      |   |   | 1,822      |   |   | 13,448         |  
|Interest                            |                    | 2,542      |                   |   | -          |                  |   | 5,569      |   |   | -          |   |   | 11,230         |  
|Investor relations                  |                    | -          |                   |   | -          |                  |   | -          |   |   | -          |   |   | 50,502         |  
|Legal fees                          |                    | 4,064      |                   |   | 2,502      |                  |   | 8,608      |   |   | 8,994      |   |   | 105,082        |  
|Management fees                     |                    | -          |                   |   | -          |                  |   | -          |   |   | -          |   |   | 112,000        |  
|Office and general                  |                    | 777        |                   |   | 1,726      |                  |   | 5,138      |   |   | 4,331      |   |   | 106,637        |  
|Rent                                |                    | 5,799      |                   |   | 1,904      |                  |   | 5,799      |   |   | 3,450      |   |   | 31,794         |  
|Telephone                           |                    | 7,174      |                   |   | 2,352      |                  |   | 12,036     |   |   | 3,143      |   |   | 37,231         |  
|Transfer agent fees                 |                    | 1,209      |                   |   | 806        |                  |   | 3,933      |   |   | 3,044      |   |   | 24,679         |  
|Travel and promotion                |                    | 4,954      |                   |   | -          |                  |   | 23,121     |   |   | -          |   |   | 36,869         |  
|Non-cash compensation charge        |                    | 26,750     |                   |   | -          |                  |   | 26,750     |   |   | -          |   |   | 241,835        |  
|                                    |                    |            |                   |   |            |                  |   |            |   |   |            |   |   |                |  
|Loss before the following:          |                    | (170,606   | )                 |   | (67,513    | )                |   | (284,714   | ) |   | (138,943   | ) |   | (2,702,452     | )
|Termination fee                     |                    | (792,000   | )                 |   | -          |                  |   | (792,000   | ) |   | -          |   |   | (792,000       | )
|Unauthorized distribution           |                    | -          |                   |   | -          |                  |   | -          |   |   | -          |   |   | (69,116        | )
|Gain on settlement of debt          |                    | -          |                   |   | -          |                  |   | -          |   |   | -          |   |   | 15,464         |  
|Write-down of advances to related   |                    |            |                   |   |            |                  |   |            |   |   |            |   |   |                |  
|party                               |                    | -          |                   |   | -          |                  |   | -          |   |   | -          |   |   | (606,337       | )
|                                    |                    |            |                   |   |            |                  |   |            |   |   |            |   |   |                |  
|Net loss for the period             | $                  | (962,606   | )                 | $ | (67,513    | )                | $ | (1,076,714 | ) | $ | (138,943   | ) | $ | (4,154,441     | )
|                                    |                    |            |                   |   |            |                  |   |            |   |   |            |   |   |                |  
|Basic loss per share                | $                  | (0.06      | )                 | $ | (0.00      | )                | $ | (0.07      | ) | $ | (0.01      | ) |   |                |  
|                                    |                    |            |                   |   |            |                  |   |            |   |   |            |   |   |                |  
|Weighted average number of          |                    |            |                   |   |            |                  |   |            |   |   |            |   |   |                |  
|common shares outstanding           |                    | 17,305,596 |                   |   | 13,601,246 |                  |   | 16,254,863 |   |   | 12,898,012 |   |   |                |  

SEE ACCOMPANYING NOTES

---

STRATEGIC INTERNET INVESTMENTS, INCORPORATED(A Development Stage Company)
  INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
  for the nine months ended September 30, 2003 and 2002
  and the period February 28, 1989 (Date of Inception) to September 30, 2003
  (Stated in US Dollars)(Unaudited)

|                                                                        |                   |             |   |                  |          |   |   | Cumulative     |  
|----------------------------------------------------------------------- | ----------------- | ----------- | - | ---------------- | -------- | - | - | -------------- | -
|                                                                        |                   |             |   |                  |          |   |   | from February  |  
|                                                                        |                   |             |   |                  |          |   |   | 28, 1989 (Date |  
|                                                                        | Nine months ended |             |   | of Inception) to |         
|                                                                        | September 30,     |             |   | September 30,    |         
|                                                                        |                   | 2003        |   |                  | 2002     |   |   | 2003           |  
|Operating Activities                                                    |                   |             |   |                  |          |   |   |                |  
|Net loss for the period                                                 | $                 | ( 1,076,714 | ) | $                | (138,943 | ) | $ | (4,154,441     | )
|Adjustments to reconcile net loss to net cash used in
      operations: |                   |             |   |                  |          |   |   |                |  
|Amortization                                                            |                   | 305         |   |                  | 404      |   |   | 1,977          |  
|Consulting fees                                                         |                   | -           |   |                  | -        |   |   | 6,200          |  
|Gain on settlement of debt                                              |                   | -           |   |                  | -        |   |   | (15,464        | )
|Management fees                                                         |                   | -           |   |                  | -        |   |   | 7,000          |  
|Write-down of advances to related
      party                           |                   | -           |   |                  | -        |   |   | 606,337        |  
|Non-cash compensation charge                                            |                   | 26,750      |   |                  | -        |   |   | 241,835        |  
|Issue of stock pursuant to consulting
      agreements                  |                   | 172,874     |   |                  | 54,267   |   |   | 1,627,861      |  
|Changes in non-cash items:                                              |                   |             |   |                  |          |   |   |                |  
|Prepaid expenses                                                        |                   | (234        | ) |                  | -        |   |   | (234           | )
|Accounts payable                                                        |                   | 770,502     |   |                  | 71,412   |   |   | 1,229,762      |  
|Advance to related party                                                |                   | -           |   |                  | -        |   |   | (606,337       | )
|Due to related parties                                                  |                   | (55         | ) |                  | 7,488    |   |   | 64,883         |  
|                                                                        |                   |             |   |                  |          |   |   |                |  
|Cash used in operating activities                                       |                   | (106,572    | ) |                  | (5,372   | ) |   | (990,621       | )
|                                                                        |                   |             |   |                  |          |   |   |                |  
|Investing Activities                                                    |                   |             |   |                  |          |   |   |                |  
|Organization costs                                                      |                   | -           |   |                  | -        |   |   | (750           | )
|Acquisition of capital assets                                           |                   | -           |   |                  | -        |   |   | (2,278         | )
|Deferred investment costs                                               |                   | (34,210     | ) |                  | -        |   |   | (34,210        | )
|                                                                        |                   |             |   |                  |          |   |   |                |  
|Cash used in investing activities                                       |                   | (34,210     | ) |                  | -        |   |   | (37,238        | )
|                                                                        |                   |             |   |                  |          |   |   |                |  
|Financing Activities                                                    |                   |             |   |                  |          |   |   |                |  
|Bank indebtedness                                                       |                   | (19         | ) |                  | -        |   |   | -              |  
|Loans payable                                                           |                   | 79,218      |   |                  | 422      |   |   | 192,062        |  
|Proceeds from issuance of common stock                                  |                   | 65,000      |   |                  | -        |   |   | 841,042        |  
|Payment of offering costs                                               |                   | -           |   |                  | -        |   |   | (27,270        | )
|Contributed capital                                                     |                   | -           |   |                  | -        |   |   | 25,442         |  
|Share subscriptions                                                     |                   | -           |   |                  | 5,077    |   |   | -              |  
|                                                                        |                   |             |   |                  |          |   |   |                |  
|Cash provided by financing activities                                   |                   | 144,199     |   |                  | 5,499    |   |   | 1,031,276      |  
|                                                                        |                   |             |   |                  |          |   |   |                |  
|Increase in cash during the period                                      |                   | 3,417       |   |                  | 127      |   |   | 3,417          |  
|                                                                        |                   |             |   |                  |          |   |   |                |  
|Cash, beginning of the period                                           |                   | -           |   |                  | 56       |   |   | -              |  
|                                                                        |                   |             |   |                  |          |   |   |                |  
|Cash, end of the period                                                 | $                 | 3,417       |   | $                | 183      |   | $ | 3,417          |  

/Contd.

SEE ACCOMPANYING NOTES

---

STRATEGIC INTERNET INVESTMENTS, INCORPORATED(A Development Stage Company)
  INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
  for the nine months ended September 30, 2003 and 2002
  and the period February 28, 1989 (Date of Inception) to September 30, 2003
  (Stated in US Dollars)(Unaudited)

Continued

|                                                   |   |                     |  |   |                  |  |   | Cumulative     | 
|-------------------------------------------------- | - | ------------------- |  | - | ---------------- |  | - | -------------- | 
|                                                   |   |                     |  |   |                  |  |   | from February  | 
|                                                   |   |                     |  |   |                  |  |   | 28, 1989 (Date | 
|                                                   |   | Nine months         |  |   | of Inception) to | 
|                                                   |   | ended September 30, |  |   | September 30,    | 
|                                                   |   | 2003                |  |   | 2002             |  |   | 2003           | 
|Supplementary disclosure of cash flow information: |   |                     |  |   |                  |  |   |                | 
|Cash paid for:                                     |   |                     |  |   |                  |  |   |                | 
|Interest                                           | $ | -                   |  | $ | -                |  | $ | 5,661          | 
|                                                   |   |                     |  |   |                  |  |   |                | 
|Income taxes                                       | $ | -                   |  | $ | -                |  | $ | -              | 

Non-cash Transactions  Note 6

SEE ACCOMPANYING NOTES

---

STRATEGIC INTERNET INVESTMENTS, INCORPORATED(A Development Stage Company)
  CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIENCY
  for the period February 28, 1989 (Date of Inception) to September 30, 2003
  (Stated in US Dollars)(Unaudited)

|                                                       |              |  |   |           |  |   |             |  |   |             |  |   | Deficit     |   |   |         |  
|------------------------------------------------------ | ------------ |  | - | --------- |  | - | ----------- |  | - | ----------- |  | - | ----------- | - | - | ------- | -
|                                                       |              |  |   |           |  |   |             |  |   |             |  |   | Accumulated |   |   |         |  
|                                                       |              |  |   |           |  |   | Additional  |  |   |             |  |   | During the  |   |   |         |  
|                                                       | Common Stock |  |   | Paid-in   |  |   | Contributed |  |   | Development |  |   |             |  
|                                                       | Shares       |  |   | Par Value |  |   | Capital     |  |   | Capital     |  |   | Stage       |   |   | Total   |  
|                                                       |              |  |   |           |  |   |             |  |   |             |  |   |             |   |   |         |  
|Balance, February 28, 1989                             | -            |  | $ | -         |  | $ | -           |  | $ | -           |  | $ | -           |   | $ | -       |  
|Issuance of stock to insiders on March 7, 1989         |              |  |   |           |  |   |             |  |   |             |  |   |             |   |   |         |  
| at $0.30                                             | 33,347       |  |   | 33        |  |   | 9,967       |  |   | -           |  |   | -           |   |   | 10,000  |  
|                                                       |              |  |   |           |  |   |             |  |   |             |  |   |             |   |   |         |  
|Balance, December 31, 1989                             | 33,347       |  |   | 33        |  |   | 9,967       |  |   | -           |  |   | -           |   |   | 10,000  |  
|Issuance of stock during public offering for $3.00 per |              |  |   |           |  |   |             |  |   |             |  |   |             |   |   |         |  
|share, net of offering costs of $27,270                | 33,348       |  |   | 33        |  |   | 72,697      |  |   | -           |  |   | -           |   |   | 72,730  |  
|Net loss for the year                                  | -            |  |   | -         |  |   | -           |  |   | -           |  |   | (84,159     | ) |   | (84,159 | )
|                                                       |              |  |   |           |  |   |             |  |   |             |  |   |             |   |   |         |  
|Balance, December 31, 1990                             | 66,695       |  |   | 66        |  |   | 82,664      |  |   | -           |  |   | (84,159     | ) |   | (1,429  | )
|Net loss for the year                                  | -            |  |   | -         |  |   | -           |  |   | -           |  |   | (3,416      | ) |   | (3,416  | )
|                                                       |              |  |   |           |  |   |             |  |   |             |  |   |             |   |   |         |  
|Balance, December 31, 1991                             | 66,695       |  |   | 66        |  |   | 82,664      |  |   | -           |  |   | (85,575     | ) |   | (4,845  | )
|Net loss for the year                                  | -            |  |   | -         |  |   | -           |  |   | -           |  |   | (2,713      | ) |   | (2,713  | )
|                                                       |              |  |   |           |  |   |             |  |   |             |  |   |             |   |   |         |  
|Balance, December 31, 1992                             | 66,695       |  |   | 66        |  |   | 82,664      |  |   | -           |  |   | (90,288     | ) |   | (7,558  | )
|Net loss for the year                                  | -            |  |   | -         |  |   | -           |  |   | -           |  |   | (1,614      | ) |   | (1,614  | )
|                                                       |              |  |   |           |  |   |             |  |   |             |  |   |             |   |   |         |  
|Balance, December 31, 1993                             | 66,695       |  |   | 66        |  |   | 82,664      |  |   | -           |  |   | (91,902     | ) |   | (9,172  | )
|Net loss for the year                                  | -            |  |   | -         |  |   | -           |  |   | -           |  |   | (1,863      | ) |   | (1,863  | )
|                                                       |              |  |   |           |  |   |             |  |   |             |  |   |             |   |   |         |  
|Balance, December 31, 1994                             | 66,695       |  |   | 66        |  |   | 82,664      |  |   | -           |  |   | (93,765     | ) |   | (11,035 | )
|Issuances of stock for services rendered  at $0.03    | 50,000       |  |   | 50        |  |   | 1,450       |  |   | -           |  |   | -           |   |   | 1,500   |  
|Contributed capital                                    | -            |  |   | -         |  |   | -           |  |   | 24,842      |  |   | -           |   |   | 24,842  |  
|Net loss for the year                                  | -            |  |   | -         |  |   | -           |  |   |             |  |   | (16,735     | ) |   | (16,735 | )
|                                                       |              |  |   |           |  |   |             |  |   |             |  |   |             |   |   |         |  
|Balance, December 31, 1995                             | 116,695      |  |   | 116       |  |   | 84,114      |  |   | 24,842      |  |   | (110,500    | ) |   | (1,428  | )

/Contd.

SEE ACCOMPANYING NOTES

---

STRATEGIC INTERNET INVESTMENTS, INCORPORATED(A Development Stage Company)
  CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIENCY
  for the period February 28, 1989 (Date of Inception) to September 30, 2003
  (Stated in US Dollars)(Unaudited)

Continued

|                                                    |              |  |           |  |             |  |             |  | Deficit     |   |         |  
|--------------------------------------------------- | ------------ |  | --------- |  | ----------- |  | ----------- |  | ----------- | - | ------- | -
|                                                    |              |  |           |  |             |  |             |  | Accumulated |   |         |  
|                                                    |              |  |           |  | Additional  |  |             |  | During the  |   |         |  
|                                                    | Common Stock |  | Paid-in   |  | Contributed |  | Development |  |             |  
|                                                    | Shares       |  | Par Value |  | Capital     |  | Capital     |  | Stage       |   | Total   |  
|                                                    |              |  |           |  |             |  |             |  |             |   |         |  
|Balance, December 31, 1995 (carried forward)        | 116,695      |  | 116       |  | 84,114      |  | 24,842      |  | (110,500    | ) | (1,428  | )
|Net loss for the year                               | -            |  | -         |  | -           |  | -           |  | (9,068      | ) | (9,068  | )
|                                                    |              |  |           |  |             |  |             |  |             |   |         |  
|Balance, December 31, 1996                          | 116,895      |  | 116       |  | 84,114      |  | 24,842      |  | (119,568    | ) | (10,496 | )
|Issuance of stock for cash  at $0.011              | 2,000,000    |  | 2,000     |  | 19,300      |  | -           |  | -           |   | 21,300  |  
|Contributed capital                                 | -            |  | -         |  | -           |  | 600         |  | -           |   | 600     |  
|Net loss for the year                               | -            |  | -         |  | -           |  | -           |  | (22,261     | ) | (22,261 | )
|                                                    |              |  |           |  |             |  |             |  |             |   |         |  
|Balance, December 31, 1997                          | 2,116,695    |  | 2,116     |  | 103,414     |  | 25,442      |  | (141,829    | ) | (10,857 | )
|Issuance of stock for services rendered - at $0.001 | 7,000,000    |  | 7,000     |  | -           |  | -           |  | -           |   | 7,000   |  
| at $0.01                                          | 620,000      |  | 620       |  | 5,580       |  | -           |  | -           |   | 6,200   |  
|Net loss for the year                               | -            |  | -         |  | -           |  | -           |  | (52,308     | ) | (52,308 | )
|                                                    |              |  |           |  |             |  |             |  |             |   |         |  
|Balance, December 31, 1998                          | 9,736,695    |  | 9,736     |  | 108,994     |  | 25,442      |  | (194,137    | ) | (49,965 | )
|Net loss for the year                               | -            |  | -         |  | -           |  | -           |  | (35,995     | ) | (35,995 | )
|                                                    |              |  |           |  |             |  |             |  |             |   |         |  
|Balance, December 31, 1999                          | 9,736,695    |  | 9,736     |  | 108,994     |  | 25,442      |  | (230,132    | ) | (85,960 | )

/Contd.

SEE ACCOMPANYING NOTES

---

STRATEGIC INTERNET INVESTMENTS, INCORPORATED(A Development Stage Company)
  CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIENCY
  for the period February 28, 1989 (Date of Inception) to September 30, 2003
  (Stated in US Dollars)(Unaudited)

Continued

|                                                             |              |  |           |  |             |   |             |  | Deficit     |   |            |  
|------------------------------------------------------------ | ------------ |  | --------- |  | ----------- | - | ----------- |  | ----------- | - | ---------- | -
|                                                             |              |  |           |  |             |   |             |  | Accumulated |   |            |  
|                                                             |              |  |           |  | Additional  |   |             |  | During the  |   |            |  
|                                                             | Common Stock |  | Paid-in   |  | Contributed |   | Development |  |             |  
|                                                             | Shares       |  | Par Value |  | Capital     |   | Capital     |  | Stage       |   | Total      |  
|                                                             |              |  |           |  |             |   |             |  |             |   |            |  
|Balance, December 31, 1999 (carried forward)                 | 9,736,695    |  | 9,736     |  | 108,994     |   | 25,442      |  | 230,132     | ) | (85,960    | )
|Issuance of stock for cash pursuant to a private             |              |  |           |  |             |   |             |  |             |   |            |  
|placement                                                    | 1,133,334    |  | 1,133     |  | 338,867     |   | -           |  | -           |   | 340,000    |  
|Issue of stock for finders fee                               | 50,000       |  | 50        |  | (50         | ) | -           |  | -           |   | -          |  
|Net loss for the year                                        | -            |  | -         |  | -           |   | -           |  | (336,431    | ) | (336,431   | )
|Non-cash compensation charge                                 | -            |  | -         |  | -           |   | 78,707      |  | -           |   | 78,707     |  
|Balance, December 31, 2000                                   | 10,920,029   |  | 10,919    |  | 447,811     |   | 104,149     |  | (566,563    | ) | (3,684     | )
|Issuance of stock for services rendered - at $0.50           | 328,356      |  | 328       |  | 163,851     |   | -           |  | -           |   | 164,179    |  
| at $ 1.55                                                  | 13,383       |  | 13        |  | 20,731      |   | -           |  | -           |   | 20,744     |  
| at $ 3.50                                                  | 366,667      |  | 367       |  | 1,282,964   |   | -           |  | -           |   | 1,283,331  |  
|Issuance of stock for cash pursuant to a private             |              |  |           |  |             |   |             |  |             |   |            |  
|placement -at $0.30                                          | 883,332      |  | 883       |  | 264,117     |   | -           |  | -           |   | 265,000    |  
|Issuance of stock for cash pursuant to the exercise
      of |              |  |           |  |             |   |             |  |             |   |            |  
|warrants - at $2.00                                          | 28,800       |  | 29        |  | 57,571      |   | -           |  | -           |   | 57,600     |  
|Less: issue costs                                            | -            |  | -         |  | (17,858     | ) | -           |  | -           |   | (17,858    | )
|Net loss for the year                                        | -            |  | -         |  | -           |   | -           |  | (2,296,406  | ) | (2,296,406 | )
|Non-cash compensation charge                                 | -            |  | -         |  | -           |   | 136,378     |  | -           |   | 136,378    |  
|Balance, December 31, 2001                                   | 12,540,567   |  | 12,539    |  | 2,219,187   |   | 240,527     |  | (2,862,969  | ) | (390,716   | )

/Cont/d.

SEE ACCOMPANYING NOTES

---

STRATEGIC INTERNET INVESTMENTS, INCORPORATED(A Development Stage Company)
  CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIENCY
  for the period February 28, 1989 (Date of Inception) to September 30, 2003
  (Stated in US Dollars)(Unaudited)

Continued

|                                                     |              |  |   |           |  |   |             |  |   |             |  |   | Deficit     |   |   |            |  
|---------------------------------------------------- | ------------ |  | - | --------- |  | - | ----------- |  | - | ----------- |  | - | ----------- | - | - | ---------- | -
|                                                     |              |  |   |           |  |   |             |  |   |             |  |   | Accumulated |   |   |            |  
|                                                     |              |  |   |           |  |   | Additional  |  |   |             |  |   | During the  |   |   |            |  
|                                                     | Common Stock |  |   | Paid-in   |  |   | Contributed |  |   | Development |  |   |             |  
|                                                     | Shares       |  |   | Par Value |  |   | Capital     |  |   | Capital     |  |   | Stage       |   |   | Total      |  
|                                                     |              |  |   |           |  |   |             |  |   |             |  |   |             |   |   |            |  
|Balance, December 31, 2001 (carried forward)         | 12,540,567   |  |   | 12,539    |  |   | 2,219,187   |  |   | 240,527     |  |   | (2,862,969  | ) |   | (390,716   | )
|Issuance of stock for prepaid consulting - at $0.35  | 80,000       |  |   | 80        |  |   | 27,920      |  |   | -           |  |   | -           |   |   | 28,000     |  
|Issuance of stock for deferred investment costs      |              |  |   |           |  |   |             |  |   |             |  |   |             |   |   |            |  
|at $ 0.05                                           | 1,300,000    |  |   | 1,300     |  |   | 63,700      |  |   | -           |  |   | -           |   |   | 65,000     |  
|Issuance of stock for services    at $ 0.05         | 100,000      |  |   | 100       |  |   | 4,900       |  |   | -           |  |   | -           |   |   | 5,000      |  
|at $ 0.055                                          | 60,000       |  |   | 60        |  |   | 3,240       |  |   | -           |  |   | -           |   |   | 3,300      |  
|at $ 0.10                                           | 105,000      |  |   | 105       |  |   | 10,395      |  |   | -           |  |   | -           |   |   | 10,500     |  
|at $ 0.148                                          | 27,000       |  |   | 27        |  |   | 3,973       |  |   | -           |  |   | -           |   |   | 4,000      |  
|at $ 0.20                                           | 175,000      |  |   | 175       |  |   | 34,825      |  |   | -           |  |   | -           |   |   | 35,000     |  
|at $ 0.209                                          | 17,143       |  |   | 17        |  |   | 3,583       |  |   | -           |  |   | -           |   |   | 3,600      |  
|at $ 0.35                                           | 120,000      |  |   | 120       |  |   | 41,880      |  |   | -           |  |   | -           |   |   | 42,000     |  
|Issuance of stock for debt at $ 0.20                | 458,135      |  |   | 458       |  |   | 91,169      |  |   | -           |  |   | -           |   |   | 91,627     |  
|at $ 0.209                                          | 222,751      |  |   | 223       |  |   | 46,156      |  |   | -           |  |   | -           |   |   | 46,379     |  
|                                                     |              |  |   |           |  |   |             |  |   |             |  |   |             |   |   |            |  
|Net loss for the year                                | -            |  |   | -         |  |   | -           |  |   | -           |  |   | (214,758    | ) |   | (214,758   | )
|                                                     |              |  |   |           |  |   |             |  |   |             |  |   |             |   |   |            |  
|Balance, December 31, 2002                           | 15,205,596   |  |   | 15,204    |  |   | 2,550,928   |  |   | 240,527     |  |   | (3,077,727  | ) |   | (271,068   | )
|Net loss for the period                              | -            |  |   | -         |  |   | -           |  |   | -           |  |   | (1,076,714  | ) |   | (1,076,714 | )
|Issuance of stock for cash - at $0.10                | 650,000      |  |   | 650       |  |   | 64,350      |  |   | -           |  |   | -           |   |   | 65,000     |  
|Issuance of stock for consulting services - at $0.14 | 1,450,000    |  |   | 1,450     |  |   | 201,550     |  |   | -           |  |   | -           |   |   | 203,000    |  
|Non-cash compensation charge                         | -            |  |   | -         |  |   | -           |  |   | 26,750      |  |   | -           |   |   | 26,750     |  
|                                                     |              |  |   |           |  |   |             |  |   |             |  |   |             |   |   |            |  
|Balance, September 30, 2003                          | 17,305,596   |  | $ | 17,304    |  | $ | 2,816,828   |  | $ | 267,277     |  | $ | (4,154,441  | ) | $ | (1,053,032 | )

SEE ACCOMPANYING NOTES

---

STRATEGIC INTERNET INVESTMENTS, INCORPORATED(A Development Stage Company)
  NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
  September 30, 2003 (Stated in US Dollars)(Unaudited)

|Note 1 | Interim Reporting
      The accompanying unaudited interim financial statements
        have been prepared by Strategic Internet Investments, Incorporated (the
        Company) pursuant to the rules and regulations of the United
        States Securities and Exchange Commission. Certain information and disclosures
        normally included in annual financial statements prepared in accordance
        with accounting principles generally accepted in the United States of
        America have been condensed or omitted pursuant to such rules and regulations.
        In the opinion of management, all adjustments and disclosures necessary
        for a fair presentation of these financial statements have been included.
        Such adjustments consist of normal recurring adjustments. These interim
        financial statements should be read in conjunction with the annual audited
        financial statements of the Company for the fiscal year ended December
        31, 2002, as filed with the United States Securities and Exchange Commission.
      The results of operations for the nine months ended September
        30, 2003 are not indicative of the results that may be expected for the
        full year.
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Note 2 | Continuance of Operations
      The financial statements have been prepared using generally
        accepted accounting principles in the United States of America applicable
        for a going concern which assumes that the Company will realize its assets
        and discharge its liabilities in the ordinary course of business. As at
        September 30, 2003, the Company has a working capital deficiency of $1,047,393,
        which is not sufficient to meet its planned business objectives or ongoing
        operations for the next fiscal year. The Company has accumulated losses
        of $4,154,441 since its inception. The ability of the Company to continue
        as a going concern is dependent upon arranging the necessary financing
        to meet its obligations and pay its liabilities arising from normal business
        operations when they come due.                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Note 3 | Principles of Consolidation
      These interim consolidated financial statements include
        the accounts of the Company and its wholly owned subsidiaries Strategic
        Internet Investment Canada Inc. and 8351630 Canada Inc. Both of these
        subsidiaries companies are dormant and were incorporated by the Company
        in March 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Note 4 | Prepaid Expenses
      Included in prepaid expenses is $58,360 of prepaid consulting
        fees. These consulting fees were paid by the issuance of 1,450,000 common
        shares at $0.14 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Note 5 | Capital Stock  Note 7
      Class A Convertible Preferred Shares
      The Class A convertible preferred shares have a par value
        of $0.001 and are convertible to common shares at the average of twenty
        consecutive days closing prices which shall not be less than $1.50 per
        share or greater than $6.00 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---

STRATEGIC INTERNET INVESTMENTS, INCORPORATED(A Development Stage Company)
  NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
  September 30, 2003 (Stated in US Dollars)(Unaudited)

|Note 5 | Capital Stock  Note 7  (contd)
      Commitments
      Share Purchase Options
      The Company has a share purchase option plan, which
        authorizes the board of directors to grant shares as incentive share purchase
        options to directors, officers, employees and consultants. The exercise
        price of the options is determined by the fair market value of the shares
        at the closing price on the date of the grant. The share purchase options
        vest over a period of one year.
      During the period ended September 30, 2003, the change in share purchase
        options outstanding is as follows:
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                                | September 30, 2003 |  
| | -------------------------------------------------------------- | ------------------ | -
| |                                                                |                    |  
| |                                                                |                    |  
| |                                                                | Shares             |  
| |                                                                |                    |  
| | Options outstanding and exercisable at December 31,
      2002 | 265,000            |  
| | Granted                                                        | 1,765,000          |  
| | Cancelled                                                      | (265,000           | )
| |                                                                |                    |  
| | Options outstanding at end of period                           | 1,765,000          |  

| | At September 30, 2003, 353,000 share purchase options have vested.
      At September 30, 2003, 1,765,000 share purchase options
        are outstanding to directors, employees and consultants entitling the
        holders thereof the right to purchase one common share of the Company
        at $0.25 per share. These share purchase options expire September 5, 2008.
      A compensation charge of $26,750 associated with consultants
        options has been recorded in the financial statements at fair value. The
        compensation charge associated with directors and employees options
        in the amount of $61,500 is not recognized in the financial statements,
        but included in the pro-forma amounts below. The fair value of the stock-based
        compensation has been determined, using the Black-Scholes option pricing
        model with the following assumptions:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Expected dividend yield                 | 0.0%   
| | --------------------------------------- | -------
| | Expected volatility                     | 252%   
| | Risk-free interest rate                 | 4.5%   
| | Weighted average expected term in years | 5 years

---

STRATEGIC INTERNET INVESTMENTS, INCORPORATED(A Development Stage Company)
  NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
  September 30, 2003 (Stated in US Dollars)(Unaudited)

|Note 5 | Capital Stock  Note 7  (contd)
      Commitments  (contd)
      Share Purchase Options  (contd)
      The Black-Scholes option pricing model requires the
        input of highly subjective assumptions including the expected price volatility.
        Changes in the subjective input assumptions can materially affect the
        fair value estimate and therefore the Black-Scholes model does not necessarily
        provide a reliable single measure of the fair value of the Companys
        share purchase options.
      Had compensation cost associated with directors
        and employee options been determined based on fair value at the grant
        date, pro-forma loss and loss per share would have been as follows:
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                              |   | Nine months ended  |  
| | ---------------------------- | - | ------------------ | -
| |                              |   | September 30, 2003 |  
| |                              |   |                    |  
| | Net loss                     | $ | (284,714           | )
| | Pro forma compensation cost  |   | (61,500            | )
| |                              |   |                    |  
| | Pro forma net loss           | $ | (346,214           | )
| |                              |   |                    |  
| | Pro forma net loss per share | $ | (0.02              | )

| | Share Purchase Warrants
      At September 30, 2003, there were 650,000 share purchase
        warrants outstanding entitling the holders thereof the right to purchase
        one common share for each warrant held at $0.10 per share. These share
        purchase warrants expire March 13, 2005.
      Acquisition of Gulf Star World Development W.L.L.
      By a letter of agreement dated July 11, 2002, amended
        October 10, 2002 and May 10, 2003, the Company agreed to purchase 80%
        of the outstanding shares of Gulf Star World Development W.L.L. (Gulf
        Star), a Bahrain corporation, from Star Leisure & Entertainment
        Inc. (Star Leisure). Star Leisure is controlled by a director
        of the Company and is based in British Columbia, Canada. Gulf Star is
        the 100% owner and developer of the residential and tourist project known
        as the Dream Island Resort, located on the north coast of Bahrain at Manama
        City.
      To acquire 80% of Gulf Star, the Company must issue
        five million common shares at a deemed price of $0.125 per share. The
        shares are to be issued over a three-year period as follows:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

---

STRATEGIC INTERNET INVESTMENTS, INCORPORATED(A Development Stage Company)
  NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
  September 30, 2003 (Stated in US Dollars)(Unaudited)

|Note 5 | Capital Stock  Note 7 
        (contd)
      Commitments  (contd)
      Acquisition of Gulf Star World Development W.L.L.  (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | In addition, the Company shall make two cash payments to Star Leisure
          totalling US$100,000 to cover a portion of hard costs accumulated by
          Star Leisure in progressing the Dream Island Project. The first $50,000
          will be paid on or before October 11, 2003. The second $50,000 will
          be paid on or before January 11, 2004. During the period ended September
          30, 2003, the Company paid US$34,210 as partial payment toward the October
          11, 2003 payment. On September 30, 2003, Star Leisure agreed to extend
          the due dates of the balance of the first payment due of $15,790 to
          July 11, 2004 and the second payment of $50,000 to be due on or before
          July 11, 2004. The Company has also agreed to reimburse Star Leisure
          and Jzala Investment Group (20% shareholder of Gulf Star) for costs
          that they have incurred upon the project financing being fully secured
          and having released in sufficient amounts to commence the main construction.
        On August 9, 2002, the Company entered into an assignment agreement,
          whereby the Company was assigned all rights and obligations under a
          Dredging and Reclamation Contract entered into by Star Leisure pertaining
          to the construction of The Dream Island Resort project. Under the terms
          of the Dredging and Reclamation contract, the Company will be obligated
          to issue $5,075,000 face value Class A Convertible Preferred shares
          as full payment (1,268,750 Class A Convertible Preferred Shares). These
          shares were issued in escrow during the nine months ended September
          30, 2003. The shares will be released over time as work on the project
          progresses. At September 30, 2003, no value had been recorded for the
          shares as work had not commenced on the project and none of the shares
          have been released from escrow.
        An agents fee of 0.5% of the value of the shares released will
          be payable.
        The Company also engaged a consultant to act as an advisor in respect
          to the above noted acquisition. The company issued 1,300,000 common
          shares during the year ended December 31, 2002, which were deposited
          into escrow and are to be released on the basis of the progress of the
          Dredging and Reclamation Contract noted above. These shares have been
          recorded at their estimated fair value ($65,000) and have been deferred
          with other related investment costs pertaining to the acquisition of
          Gulf Star World Development W.L.L.

---

STRATEGIC INTERNET INVESTMENTS, INCORPORATED(A Development Stage Company)
  NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
  September 30, 2003 (Stated in US Dollars)(Unaudited)

|Note 5 | Capital Stock  Note 7  (contd)
      Commitments  (contd)
      Acquisition of Gulf Star World Development W.L.L.  (contd)
      By a letter of intent dated July 12, 2003 and amended
        July 15, 2003, the Company agreed to issue common shares for the purchase
        by Gulf Star of certain real estate and business interests located in
        the Middle East region. The acquisition will be subject to due diligence
        and the completion of a formal acquisition agreement. The number of shares
        to be issued by the Company will be based on an independent valuation
        and a stock price based on the ten day average trading price of the Companys
        stock prior to the closing date of the individual asset purchased. The
        minimum stock price is $2 per share and the maximum stock price is $5
        per share.
      At September 30, 2003, the Company is required to issue
        198,000 Class A Convertible Preferred Shares at a value of $4 to settle
        a termination fee of $792,000. This termination fee is to a former contractor
        who was to perform planning services for the Company which were subsequently
        assigned to another contractor. The termination fee is included in accounts
        payable at September 30, 2003.
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Note 6 | Non-Cash Transactions
      Investing and financing activities that do not have
        a direct impact on cash flows are excluded from the statement of cash
        flows. The Company issued common shares for services provided to the Company
        during the following years:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

| |      | Number of     |  | Price     |  |        
| | ---- | ------------- |  | --------- |  | -------
| |      | Common Shares |  | Per Share |  | $      
| |      |               |  |           |  |        
| | 1995 | 50,000        |  | $0.03     |  | 1,500  
| | 1998 | 7,000,000     |  | $0.001    |  | 7,000  
| | 1998 | 620,000       |  | $0.01     |  | 6,200  
| | 2001 | 233,333       |  | $0.50     |  | 116,667
| | 2002 | 680,886       |  | $0.12     |  | 138,006
| | 2002 | 1,380,000     |  | $0.07     |  | 93,000 
| | 2003 | 1,450,000     |  | $0.14     |  | 203,000
| |      |               |  |           |  |        
| |      | 11,414,219    |  |           |  | 565,373

|       | These amounts have been excluded from the statement of cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Note 7 | Subsequent Event
      Pursuant to an agreement dated October 20, 2003, the
        Company has agreed to issue 1,137,500 Class A convertible preferred shares
        of the Company at a deemed value of $4 per share for Technical Planning
        services for the Dream Island Project. These shares will be placed in
        escrow and released as work is performed. The shares are convertible to
        common shares at the average of twenty consecutive days closing prices
        which shall not be less than $1.50 per share or greater than $6.00 per
        share.

---

ITEM 2. MANAGEMENT'S PLAN OF OPERATION

Plan of Operation
  In the following discussion, management outline's its plan of operation for
  the balance of fiscal year 2003. The discussion should be read in conjunction
  with the financial statements for the current period and the audited statements
  and notes for the year ended December 31, 2002. Certain matters discussed below
  are based upon potential future circumstances and developments, which the Company
  anticipates, but which cannot be assured.

As at September 30, 2003, the Company remained in the development
  stage as no revenues were generated from its operations during the first nine
  months of fiscal 2003. The Company recorded a net loss of ($962,606), or $0.06
  per share for the three month period and a net loss of $1,076,714 for the nine
  months ended September 30, 2003. The comparable loss for the three month period
  ended September 30, 2002 was ($67,513) or approximately ($0.01) per share and
  for the nine month period was ($138,943) or approximately ($0.01) per share.
  The Company had a working capital deficit of $1,047,393 and a $3,417 cash balance
  at the end of the period.

The 'Dream Island' project in Manama, Bahrain is the Company's
  principal business operation and will be the focus of its development efforts
  during the next two years until it is completed and generating revenue as a
  going concern. Due to its size and scope, the project will require a significant
  amount of capital to be raised in order to ensure that all stages of development
  can be completed on schedule and within budget parameters. The majority of the
  proposed funding will be secured by means of senior debt instruments through
  a consortium of banking, investment and construction institutions together with
  available government financing incentives and concessions.

A secondary source of financing will be from the pre-selling
  of the real estate units, villas and apartments to be constructed as part of
  the 'Dream Island' complex. Advanced negotiations are underway at the present
  time with interested pre-sale real estate companies in Bahrain and Saudi Arabia
  for the commencement of these pre-sales in the near future, continuing through
  the remainder of this fiscal year. Pre-sale funds committed will be held in
  escrow in Bahrain financial institutions pursuant to the sales agreements and
  pending construction stage release.

The first stage of the project, dredging and reclamation of
  the 41acre man-made island site, has been financed through the issuance to Robodh
  Contracting Establishment (Robodh) of Manama, Bahrain, of 1,268,750
  Series "A" Convertible Preferred Shares in the capital of the Company at a deemed
  price of $4.00 per share. The total value of the Dredging and Reclamation Works
  contract is $5,075,000 USD. The Company is very pleased and encouraged that
  such a large and respectable firm as Robodh Contracting has chosen to accept
  preferred shares as payment for the contract. It is a strong statement of their
  endorsement and confidence in the project and the Company. As of November 25,
  2003 Robodh has assembled dredgers and other related equipment on site and has
  established an on site office in preparation of commencement of operations.
  Dredging operation are expected to start in the very near future.

On June 30, 2003 the Company signed a Letter of Intent with
  Bin Hassan Establishments Trading Group (Bin Hassan), a privately
  owned group of business enterprises registered in Saudi Arabia. Bin Hassan owns
  certain real estate properties and business interests within the Gulf Council
  States. The Letter of Intent outlines the terms and conditions of an agreement
  wherein the Company has the right to purchase up to 14 individual revenue generating
  real estate assets with a combined estimated value of $42,760,000 US. The real
  estate assets consist of land and buildings operating as ten private schools,
  two colleges, a resort and an amusement center. The Company can purchase any
  or all of the 14 real estate assets, on an individual basis, subject to satisfactory
  due diligence and a financial review of all relevant current and past financial
  statements including three years audited statements, market evaluations and
  all material contracts. Bin Hassan Establishments Trading Group has engaged
  the firm of Ernst & Young to complete a preliminary assessment of the value
  of the revenue generating real estate assets based on an analysis of their overall
  business performance, key aspects of their financial statements and operating
  projections for the next 3-5 years. As part of their engagement, Ernst and Young
  will appoint three independent real estate evaluators to assess the value of
  the property assets.

As full consideration for the purchase of any individual asset
  or all of the assets, under the Letter of Intent, Bin Hassen has agreed to accept
  common shares of SIII issued under Regulation S of the U.S. Securities Exchange
  Act, at a deemed price of not less than $2.00 US per share and not more than
  $5.00 US per share. Final share issuance price for each individual asset acquired
  will be determined by calculating the average trading closing price of SIIIs
  common shares in the ten day period immediately prior to the closing date of
  the individual asset purchase.

The terms and conditions of the Letter of Intent will be incorporated
  into a formal acquisition agreement to be prepared by legal counsel for the
  parties.

---

The Board of Directors of the Company, and in particular,
  Mr. Abbas Salih, have considerable knowledge and experience in the transaction
  of business in the Gulf Council States. Mr. Abbas Salih has undertaken numerous
  projects in the Middle East and Eastern Europe and over the last 20 years has
  established extensive ties with business and investment groups in the Gulf States
  area. Mr. Salih has been stationed in Bahrain and Saudi Arabia for the past
  seven months to assist in coordinating the financing and marketing activities
  for the Companys projects, to oversee the initial stages of construction
  on the Dream Island site and to investigate other potential investment
  acquisitions for the Company.

The Company's plans for the remainder of fiscal 2003 will
  not require any additions in staff or office facilities at its Vancouver, British
  Columbia headquarters. There are no plans to hire additional employees as administrative
  requirements at head office are being adequately met by the combined efforts
  of the board members, permanent office staff and consultants. Outside consultants
  are retained on a temporary basis for any specialized services. Field operations
  and construction activities in Bahrain will be carried out under the direction
  of the contractors of record with sub-contracting to local trades people as
  required.

Construction on the Dream Island site will accelerate
  through the last quarter of this fiscal year and continue through fiscal 2004
  to meet targeted completion dates. Management of the Company therefore anticipates
  an increase in operating expenses over the next twelve months, as work on both
  the Dream Island and Bin Hassan projects expands, although the exact
  amount is not known. The Company does not presently have sufficient cash or
  convertible to cash assets to cover these operating expenses. The Company must
  raise additional working capital during the next six to twelve months, which
  may require the further issuances of common shares, preferred shares or convertible
  debt securities. Management is confident that it can continue to secure all
  required operational funds by means of private placements of common shares,
  short- term loans or sales of convertible debt securities to existing shareholders,
  officers, affiliates and directors of the Company. In the event that the Company
  must raise funds through the public offering of equity shares or convertible
  debt securities then the percentage ownership of its current shareholders would
  be reduced and such share or convertible debt offerings might have rights, preferences
  or privileges senior to its common stock. If adequate funding is not available
  or is not available on acceptable terms, then the Company may not be able to
  conduct its proposed business operations or to continue as a going concern.

On August 23, 2003 all directors, officers, employees and
  consultants outstanding stock option agreements were mutually cancelled which
  resulted in the cancellation of a total of 265,000 share purchase options previously
  issued pursuant to the Stock Option Plan of June, 2000. Subsequently, on September
  5, 2003, the Board of Directors completed incentive stock option agreements
  with eight optionees to grant a total of 1,765,000 options to purchase common
  shares of the Company for a period of five years at a price of $0.25 per share,
  pursuant to the terms and conditions of the new Stock Award Plan adopted July
  1, 2002. All option vest to the Optionee as to 20% upon issue and 20% every
  three months such that the option will be fully vested one year after the issue
  date. To date, none of the 1,765,000 stock options has been exercised.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS
  OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1955.

The Company has sought to identify what it believes to be
  the most significant risks to its business, but cannot predict whether or to
  what extent any of such risks may be realized nor can there be any assurances
  that the Company has identified all possible risks that might arise. Investors
  should carefully consider all such risk factors before making an investment
  decision with respect to the Company's stock.

From time to time, the Company will make written and oral
  forward-looking statements about matters that involve risk and uncertainties
  that could cause actual results to differ materially from projected results.

Many of these factors are beyond the Company's ability to
  control and predict. Investors should carefully consider all such risk factors
  before making an investment decision with respect to the Company's stock.

Investors are cautioned not to place undue reliance upon forward-looking
  statements. The Company disclaims any intent or obligation to update its forward-looking
  statements, whether as a result of receiving new information, the occurrence
  of future events, or otherwise.

The Company's common stock is currently quoted on the NASD
  OTC Bulletin Board under the ticker symbol SIII. As of September 30, 2003, there
  were 17,305,596 shares of common stock outstanding. There can be no assurance
  that a trading market will be sustained in the future. Factors such as, but
  not limited to, technological innovations, new products, acquisitions or strategic
  alliances entered into by the Company or its competitors, failure to meet security
  analysts' expectations, government regulatory action, patent or proprietary
  rights developments, and market conditions for development stocks in general
  could have a material effect on the volatility of the Company's stock price.

---

Item 3. CONTROLS AND PROCEDURES

The Company's executive officers have concluded that the Company's
  disclosure controls and procedures are effective based upon their evaluation
  of such controls and procedures as of a date within 90 days prior to the filing
  of this Quarterly Report. There were no significant changes in the Company's
  internal controls or in the other factors that could significantly affect the
  Company's internal controls subsequent to the date of their most recent evaluation.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

|(a) | On November 28, 2002 a Writ of Summons was filed in the Supreme Court
          of British Columbia against the Company and Ralph Shearing, Director
          and President, as co-Defendants, by BCE Emergis Inc., a British Columbia
          corporation with an office in Vancouver, B.C., as Plaintiff. In the
          Statement of Claim filed by the Plaintiff as part of the Writ, the sum
          of $11,802.10(Canadian Funds) together with interest pursuant to the
          Court Order Interest Act and Costs are claimed against the Defendants
          for services in the area of press releases, public announcements and
          related marketing matters provided by the Plaintiff on behalf of and
          at the request of the Defendants between January, 2001 and March, 2001.
        In July, 2003 a settlement agreement was reached with the Plaintiff,
          BCE Emergis Inc. whereby the Company would pay to the Plaintiff the
          amount claimed in the Writ, plus all accrued interest and costs, commencing
          with an initial payment of $500.00 and, thereafter, four equal installments
          of $3,117.36, payable on the 1stday of each month, starting
          September 1, 2003 with the final payment on December 1, 2003. To date,
          the initial payment of $500.00 and the first three installment payments
          of $3,117.36 have been made for total payments of $9,852.08. The final
          installment payment of $3,117.36 will be made on December 1, 2003 after
          which the claim against the Company will be fully resolved and the court
          proceedings summarily terminated.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | The Company is not a party to any proceeding
        involving a governmental authority nor is it aware of any matter or cause
        which may be contemplated by any governmental authority as to possible
        proceedings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

Except as disclosed above management is not aware of any other
  legal proceedings pending or contemplated against the Company, its directors
  or officers or any of its affiliates. No director, officer or affiliate of the
  Company is (i) a party adverse to the Company in any legal proceeding or (ii)
  has an adverse interest to the Company in any legal proceeding.

ITEM 2. Changes in Securities

| | (a)  | none                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b)  | On March 13, 2003 the Company completed
        an offering of 650,000 units of its share capital to one accredited investor
        at a price of $0.10 per unit, each unit consisting of one share of common
        stock and one common stock share purchase warrant. Each common stock purchase
        warrant gives the investor the right, but not the obligation, to purchase
        one additional share of common stock at any time during the first two
        years at a price of $0.10 per share. Total proceeds of the Unit Offering
        are $65,000 which were allocated to working capital. No share purchase
        warrants have been exercised as of the date of this Quarterly Report.
      The 650,000 shares are issued pursuant to an exemption
        from registration under Section 4(6) of the Securities Act of 1933. Sale
        or transfer of the shares by the investor shall be in accordance with
        the provisions of Regulation S, or pursuant to registration under the
        Securities Act of 1933 or pursuant to an available exemption from registration.
| | (c ) | The Company issued 1,268,750 Class A
        Convertible Preferred Shares with a $0.001 par value. These shares were
        issued in escrow on January 31, 2003. The shares will be released over
        time as work on the Dream Island Project dredging progresses. At September
        30, 2003, no value had been recorded for the shares as work had not fully
        commenced on the project and none of the shares have been released from
        escrow. The Class A convertible preferred shares have a par value of $0.001
        and are convertible to common shares at either $4.00 per share until July
        30, 2003, or thereafter at the average of twenty consecutive days closing
        prices which shall not be less than $1.50 per share or greater than $6.00
        per share.                                                                                                                                                                                                                                                                                               

---

| |     | The Company has entered into Convertible Loan Facility
        Agreements with two British Columbia corporations as lenders, Icon Management
        Ltd. (Icon) as previously disclosed, (please see audited financial
        dated Dec 31, 2003) and under an August 10, 2003 agreement with Star Leisure
        & Entertainment Inc. (Star Leisure), a company controlled
        by a Director and Officer of SIII. Under each separate agreement, Icon
        and Star Leisure would, from time to time, agree to lend certain operating
        capital funds to the Company, as borrower. Under the terms and conditions
        of the Agreements, the funds loaned to the Company by the Lenders are
        repayable on or before December 31, 2004, (or such other date as agreed
        upon on a case by case basis), the maturity date of the loans, and bear
        interest at the rate of 10% per annum. The individual loans shall be made
        in either United States currency or Canadian currency (which, for the
        purpose of calculating ratios, is converted into equivalent US amounts)
        and, for each particular loan, the Company shall execute and deliver to
        the Lender a Promissory Note evidencing the loan.
      At any time and from time to time prior to the maturity
        date, the Lenders shall each have the right to convert all or part of
        the Principal Sum and/or interest, into units, each unit consisting of
        one common share without par value in the capital of the Company and one
        non-transferable share purchase warrant, at the applicable conversion
        rate per unit. The conversion rate is calculated from the date of the
        loan using the previous 10 day closing average trading price less a discount
        to the average trading price (ATP) as follows: less than $0.11 per share,
        conversion @ $0.05/unit, from $0.11 to $0.26 per share, conversion @ 40%
        discount to ATP, from $0.26 to $0.50 per share, conversion @ 50% discount
        to ATP and greater than $0.50 per share, conversion @ 60% discount to
        ATP.
      For the period ending September 30, 2003 Star Leisure
        has advanced a total of $42,000 which can be converted into 306,594 units,
        at a conversion price of $0.14 per unit, as to 214,786 units and $0.13
        per unit for 42,308 units and Icon has advanced a total of $59,239 which
        can be converted into 936,083 units at various prices between $0.05 to
        $0.14 per unit. Neither of the lenders has converted any part of the principal
        sums advanced or accrued interest into units.
      On August 23, 2003 all directors, officers, employees
        and consultants outstanding stock option agreements were mutually cancelled
        which resulted in the cancellation of a total of 265,000 share purchase
        options previously issued pursuant to the Stock Option Plan of June, 2000.
        Subsequently, on September 5, 2003, the Board of Directors completed incentive
        stock option agreements with eight optionees to grant a total of 1,765,000
        options to purchase common shares of the Company for a period of five
        years at a price of $0.25 per share, pursuant to the terms and conditions
        of the new Stock Award Plan adopted July 1, 2002. All option vest to the
        Optionee as to 20% upon issue and 20% every three months such that the
        option will be fully vested one year after the issue date. To date, none
        of the 1,765,000 stock options has been exercised.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) | none                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

|ITEM 3. Defaults Upon Senior Securities
      None
      ITEM 4. Submission of Matters to a Vote of Security Holders
      None
      ITEM 5. Other Information
      None
      ITEM 6. Exhibits and Reports on Form 8-K
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)                                                                                                                                                                                                                      
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|                                                                                                                                                                                                                         
|(b)                                                                                                                                                                                                                      

---

SIGNATURES

In accordance with the requirements of the Securities and
  Exchange Act of 1934, the Registrant has duly caused this Report to be signed
  on its behalf by the undersigned, thereunto duly authorized.

|      |                   | STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|----- | ----------------- | --------------------------------------------
|      |                   |                                             
|      |                   |                                             
|Date: | November 28, 2003 | By:                                         
|      |                   |                                             
|      |                   |                                             
|      |                   |                                             
|      |                   | By:                                         
|      |                   |                                             

---