---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) 
  OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended September 30,
2010

Commission File No. 033-28188

Strategic Internet Investments, Incorporated**Registrant name**

DelawareState of
incorporation

IRS Employer Identification:84-1116458Nisar Square, Benyas Centre Office No. 207P.O. Box 40088,Dubai, United Arab EmiratesAddress
of principal executive
offices

Registrants telephone number: 009 714 223 1189

**Check whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 12
months, and (2) has been subject to such filing requirements for the past 90
days.**Yes ( X )   No (   )Indicate by check
mark whether the registrant is a smaller reporting company(as defined in
Rule 12b-2 of the Exchange Act).Yes ( X )  No (   )Indicate by check mark whether the registrant is a shell company
(as definedin Rule 12b-2 of the Exchange Act).Yes ( X )  No (   )Common shares outstanding as of October 31,
2010:27,610,326



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PART I  FINANCIAL INFORMATION

Forward Looking Statements.This report contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology such as may, should, expects, plans, anticipates,
believes, estimates, predicts, potential or continue or the negative
of these terms or other comparable terminology. These statements are only
predictions and involve known and unknown risks, uncertainties and other
factors, including the risks in the section entitled Risk Factors and the
risks set out below, any of which may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

These risks include, by way of example and not in
limitation:

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

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

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

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

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

---

1. Financial Statements

STRATEGIC INTERNET INVESTMENTS, INCORPORATED

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

September 30, 2010

(Stated in U.S. Dollars)

(Unaudited)

---

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

|                                                                                                                                                                                     |   | September 30, |   |   | December 31, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ------------- | - | - | ------------ | -
|                                                                                                                                                                                     |   | 2010          |   |   | 2009         |  
|                                                                                                                                                                                     |   |               |   |   |              |  
|ASSETS                                                                                                                                                                               |   |               |   |   |              |  
|                                                                                                                                                                                     |   |               |   |   |              |  
|Current                                                                                                                                                                              |   |               |   |   |              |  
|Cash                                                                                                                                                                                 | $ | 25            |   | $ | 311          |  
|Prepaid expenses                                                                                                                                                                     |   | 516           |   |   | -            |  
|                                                                                                                                                                                     |   |               |   |   |              |  
|                                                                                                                                                                                     | $ | 541           |   | $ | 311          |  
|                                                                                                                                                                                     |   |               |   |   |              |  
|                                                                                                                                                                                     |   |               |   |   |              |  
|LIABILITIES                                                                                                                                                                          |   |               |   |   |              |  
|                                                                                                                                                                                     |   |               |   |   |              |  
|Current                                                                                                                                                                              |   |               |   |   |              |  
|Accounts payable  Note 6                                                                                                                                                            | $ | 568,955       |   | $ | 550,702      |  
|Loans payable  Note 3                                                                                                                                                               |   | 709,818       |   |   | 624,712      |  
|                                                                                                                                                                                     |   |               |   |   |              |  
|TOTAL LIABILITIES                                                                                                                                                                    |   | 1,278,773     |   |   | 1,175,414    |  
|                                                                                                                                                                                     |   |               |   |   |              |  
|Class A Convertible Preferred stock, $0.001 par value
      
           10,000,000 authorized, 198,000 outstanding 
      Note 4                                                    |   | 792,000       |   |   | 792,000      |  
|                                                                                                                                                                                     |   |               |   |   |              |  
|CAPITAL DEFICIT                                                                                                                                                                      |   |               |   |   |              |  
|                                                                                                                                                                                     |   |               |   |   |              |  
|Capital Stock  Notes 4, 5 and 6
      
         Common stock, $0.001 par value
               100,000,000
      authorized          27,610,326
      outstanding (2009: 27,610,326) |   | 27,610        |   |   | 27,610       |  
|Additional paid-in capital                                                                                                                                                           |   | 7,765,583     |   |   | 7,765,583    |  
|Deficit accumulated during the development stage                                                                                                                                     |   | (9,863,425    | ) |   | (9,760,296   | )
|                                                                                                                                                                                     |   |               |   |   |              |  
|                                                                                                                                                                                     |   | (2,070,232    | ) |   | (1,967,103   | )
|                                                                                                                                                                                     |   |               |   |   |              |  
|                                                                                                                                                                                     | $ | 541           |   | $ | 311          |  

Nature of Operations and Ability to Continue as a Going Concern
 Note 1 Commitments  Notes 3 and 6

SEE ACCOMPANYING NOTES

---

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

|                                                       |   |                    |   |   |                   |   |   |               |   |   |            |   |   | Cumulative from |  
|------------------------------------------------------ | - | ------------------ | - | - | ----------------- | - | - | ------------- | - | - | ---------- | - | - | --------------- | -
|                                                       |   |                    |   |   |                   |   |   |               |   |   |            |   |   | February 28,    |  
|                                                       |   |                    |   |   |                   |   |   |               |   |   |            |   |   | 1989 (Date of   |  
|                                                       |   | Three months ended |   |   | Nine months ended |   |   | Inception) to |  
|                                                       |   | September 30,      |   |   | September 30,     |   |   | September 30, |  
|                                                       |   | 2010               |   |   | 2009              |   |   | 2010          |   |   | 2009       |   |   | 2010            |  
|                                                       |   |                    |   |   |                   |   |   |               |   |   |            |   |   |                 |  
|General and Administrative Expenses                    |   |                    |   |   |                   |   |   |               |   |   |            |   |   |                 |  
|Accounting and audit fees                              | $ | 9,540              |   | $ | 15,148            |   | $ | 53,351        |   | $ | 58,901     |   | $ | 402,648         |  
|Amortization                                           |   | -                  |   |   | -                 |   |   | -             |   |   | -          |   |   | 3,616           |  
|Communications                                         |   | 139                |   |   | 301               |   |   | 484           |   |   | 919        |   |   | 106,173         |  
|Consulting fees  Notes 5
      and 6                  |   | -                  |   |   | -                 |   |   | -             |   |   | 10,000     |   |   | 3,419,546       |  
|Interest
       Notes 3 and 6                         |   | 13,789             |   |   | 12,486            |   |   | 39,935        |   |   | 36,160     |   |   | 495,881         |  
|Investor relations                                     |   | -                  |   |   | -                 |   |   | -             |   |   | -          |   |   | 91,385          |  
|Legal
      fees                                       |   | -                  |   |   | -                 |   |   | -             |   |   | -          |   |   | 166,684         |  
|Management fees  Note 6                               |   | -                  |   |   | -                 |   |   | -             |   |   | -          |   |   | 546,325         |  
|Office
      and general  Note 6                      |   | 46                 |   |   | 47                |   |   | 226           |   |   | 781        |   |   | 143,373         |  
|Regulatory fees                                        |   | 100                |   |   | 1,216             |   |   | 3,977         |   |   | 6,816      |   |   | 39,425          |  
|Rent 
      Note 6                                    |   | -                  |   |   | -                 |   |   | -             |   |   | -          |   |   | 135,615         |  
|Transfer agent fees
      (recovery)                   |   | 375                |   |   | 375               |   |   | 1,125         |   |   | 940        |   |   | 45,633          |  
|Travel                                                 |   | -                  |   |   | 2,600             |   |   | -             |   |   | 2,600      |   |   | 112,770         |  
|Loss on disposal of
      equipment                    |   | -                  |   |   | -                 |   |   | -             |   |   | -          |   |   | 1,481           |  
|Write-down of advances to related
      party          |   | -                  |   |   | -                 |   |   | -             |   |   | -          |   |   | 606,337         |  
|                                                       |   |                    |   |   |                   |   |   |               |   |   |            |   |   |                 |  
|Operating loss                                         |   | (23,989            | ) |   | (32,173           | ) |   | (99,098       | ) |   | (117,117   | ) |   | (6,316,892      | )
|                                                       |   |                    |   |   |                   |   |   |               |   |   |            |   |   |                 |  
|Unauthorized distribution                              |   | -                  |   |   | -                 |   |   | -             |   |   | -          |   |   | (69,116         | )
|Termination fee                                        |   | -                  |   |   | -                 |   |   | -             |   |   | -          |   |   | (792,000        | )
|Loss on
      foreign exchange                         |   | (5,319             | ) |   | (12,995           | ) |   | (4,031        | ) |   | (19,899    | ) |   | (37,022         | )
|Gain on settlement of
      payables                   |   | -                  |   |   | -                 |   |   | -             |   |   | -          |   |   | 25,233          |  
|Write-down of deferred investment
      costs  Note 2 |   | -                  |   |   | -                 |   |   | -             |   |   | (1         | ) |   | (34,210         | )
|                                                       |   |                    |   |   |                   |   |   |               |   |   |            |   |   |                 |  
|Net loss for the period                                | $ | (29,308            | ) | $ | (45,168           | ) | $ | (103,129      | ) | $ | (137,017   | ) | $ | (7,224,007      | )
|                                                       |   |                    |   |   |                   |   |   |               |   |   |            |   |   |                 |  
|Basic and diluted loss per share                       | $ | (0.00              | ) | $ | (0.00             | ) | $ | (0.00         | ) | $ | (0.00      | ) |   |                 |  
|                                                       |   |                    |   |   |                   |   |   |               |   |   |            |   |   |                 |  
|Weighted average number of common shares outstanding   |   | 27,610,326         |   |   | 27,610,326        |   |   | 27,610,326    |   |   | 27,610,326 |   |   |                 |  

SEE ACCOMPANYING NOTES

---

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

|                                                                                  |   |                   |   |   |                             |   |   | Cumulative from |  
|--------------------------------------------------------------------------------- | - | ----------------- | - | - | --------------------------- | - | - | --------------- | -
|                                                                                  |   | Nine months ended |   |   | February 28, 1989 (Date of  |  
|                                                                                  |   | September 30,     |   |   | Inception) to September 30, |  
|                                                                                  |   | 2010              |   |   | 2009                        |   |   | 2010            |  
|Operating Activities                                                              |   |                   |   |   |                             |   |   |                 |  
|Net loss for the period                                                           | $ | (103,129          | ) | $ | (137,017                    | ) | $ | (7,224,007      | )
|Adjustments to reconcile net loss to net cash
      used in operating activities: |   |                   |   |   |                             |   |   |                 |  
|Amortization                                                                      |   | -                 |   |   | -                           |   |   | 3,616           |  
|Beneficial
      conversion feature on convertible debt                           |   | -                 |   |   | -                           |   |   | 239,662         |  
|Communications                                                                    |   | -                 |   |   | -                           |   |   | 28,000          |  
|Consulting
      fees                                                             |   | -                 |   |   | 10,000                      |   |   | 2,478,554       |  
|Gain on settlement of payables                                                    |   | -                 |   |   | -                           |   |   | (25,233         | )
|Net
      interest accrued on loans                                               |   | 39,935            |   |   | 36,160                      |   |   | 132,541         |  
|Legal fees                                                                        |   | -                 |   |   | -                           |   |   | 25,000          |  
|Loss on
      disposal of equipment                                               |   | -                 |   |   | -                           |   |   | 1,481           |  
|Management fees                                                                   |   | -                 |   |   | -                           |   |   | 7,000           |  
|Stock-based
      compensation                                                    |   | -                 |   |   | -                           |   |   | 736,053         |  
|Termination fees                                                                  |   | -                 |   |   | -                           |   |   | 792,000         |  
|Write-down
      of deferred costs                                                |   | -                 |   |   | 1                           |   |   | 34,210          |  
|Write-down of advances to related party                                           |   | -                 |   |   | -                           |   |   | 606,337         |  
|Changes in non-cash item:                                                         |   |                   |   |   |                             |   |   |                 |  
|Prepaid expenses                                                                  |   | (516              | ) |   | -                           |   |   | (516            | )
|Accounts payable                                                                  |   | 18,253            |   |   | 22,009                      |   |   | 706,900         |  
|                                                                                  |   |                   |   |   |                             |   |   |                 |  
|Net cash used in
      operating activities                                       |   | (45,457           | ) |   | (68,847                     | ) |   | (1,458,402      | )
|                                                                                  |   |                   |   |   |                             |   |   |                 |  
|Investing Activities                                                              |   |                   |   |   | -                           |   |   |                 |  
|Organization costs                                                                |   | -                 |   |   | -                           |   |   | (750            | )
|Acquisition of capital assets                                                     |   | -                 |   |   | -                           |   |   | (4,347          | )
|Deferred investment costs                                                         |   | -                 |   |   | -                           |   |   | (34,210         | )
|Advances to
      related party                                                   |   | -                 |   |   |                             |   |   | (606,337        | )
|                                                                                  |   |                   |   |   | -                           |   |   |                 |  
|Net cash used in
      investing activities                                       |   | -                 |   |   |                             |   |   | (645,644        | )
|                                                                                  |   |                   |   |   |                             |   |   |                 |  
|Financing Activities                                                              |   |                   |   |   |                             |   |   |                 |  
|Loans payable                                                                     |   | 45,171            |   |   | 72,723                      |   |   | 930,742         |  
|Due to related parties                                                            |   | -                 |   |   | -                           |   |   | 15,526          |  
|Proceeds from issuance of common
      stock                                      |   | -                 |   |   | -                           |   |   | 1,162,631       |  
|Payment of offering costs                                                         |   | -                 |   |   | -                           |   |   | (30,270         | )
|Additional paid-in capital                                                        |   | -                 |   |   | -                           |   |   | 25,442          |  
|                                                                                  |   |                   |   |   |                             |   |   |                 |  
|Net cash provided by financing activities                                         |   | 45,171            |   |   | 72,723                      |   |   | 2,104,071       |  
|                                                                                  |   |                   |   |   |                             |   |   |                 |  
|Increase (decrease) in cash during the
      period                               |   | (286              | ) |   | 3,876                       |   |   | 25              |  
|Cash, beginning of
      the period                                               |   | 311               |   |   | 256                         |   |   | -               |  
|                                                                                  |   |                   |   |   |                             |   |   |                 |  
|Cash, end of the
      period                                                     | $ | 25                |   | $ | 4,132                       |   | $ | 25              |  
|                                                                                  |   |                   |   |   |                             |   |   |                 |  
|Supplementary disclosure of cash flows:                                           |   |                   |   |   |                             |   |   |                 |  
|Cash paid for Interest                                                            | $ | -                 |   | $ | -                           |   | $ | 93,859          |  

Non-cash Transactions  Note 5

SEE ACCOMPANYING NOTES

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED                                         
|-------------------------------------------------------------------------------------
|(A Development Stage Company)                                                        
|INTERIM STATEMENTS OF CHANGES IN CAPITAL DEFICIT                                     
|For the period from February 28, 1989 (Date of Inception)
      to September 30, 2010
|(Stated in U.S. Dollars)                                                             
|(Unaudited)                                                                          

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

Contd

SEE ACCOMPANYING NOTES

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED                                         
|-------------------------------------------------------------------------------------
|(A Development Stage Company)                                                        
|INTERIM STATEMENTS OF CHANGES IN CAPITAL DEFICIT                                     
|For the period from February 28, 1989 (Date of Inception)
      to September 30, 2010
|(Stated in U.S. Dollars)                                                             
|(Unaudited)                                                                          

|                                                                 |             |  |              |  |   |                 |  |   |             |   |   | Deficit     |   |   |            |  
|---------------------------------------------------------------- | ----------- |  | ------------ |  | - | --------------- |  | - | ----------- | - | - | ----------- | - | - | ---------- | -
|                                                                 |             |  |              |  |   |                 |  |   |             |   |   | Accumulated |   |   |            |  
|                                                                 |             |  |              |  |   |                 |  |   | Additional  |   |   | During the  |   |   |            |  
|                                                                 |             |  | Common Stock |  |   | Paid-In         |  |   | Development |   |   |             |  
|                                                                 |             |  | Shares       |  |   | Par
      Value |  |   | Capital     |   |   | Stage       |   |   | Total      |  
|                                                                 |             |  |              |  |   |                 |  |   |             |   |   |             |   |   |            |  
|Balance, December 31, 1999                                       |             |  | 9,736,695    |  | $ | 9,736           |  | $ | 134,436     |   | $ | (230,132    | ) | $ | (85,960    | )
|                                                                 |             |  |              |  |   |                 |  |   |             |   |   |             |   |   |            |  
|Issuance of stock for
      cash pursuant to a private placement |  at $0.30  |  | 1,133,334    |  |   | 1,133           |  |   | 338,867     |   |   | -           |   |   | 340,000    |  
|Issue of stock for finders fee                                  |             |  | 50,000       |  |   | 50              |  |   | (50         | ) |   | -           |   |   | -          |  
|Net loss                                                         |             |  | -            |  |   | -               |  |   | -           |   |   | (336,431    | ) |   | (336,431   | )
|Non-cash compensation charge                                     |             |  | -            |  |   | -               |  |   | 78,707      |   |   | -           |   |   | 78,707     |  
|                                                                 |             |  |              |  |   |                 |  |   |             |   |   |             |   |   |            |  
|Balance December 31, 2000                                        |             |  | 10,920,029   |  |   | 10,919          |  |   | 551,960     |   |   | (566,563    | ) |   | (3,684     | )
|Issuance of stock for services                                   |  at $0.50  |  | 328,356      |  |   | 328             |  |   | 163,851     |   |   | -           |   |   | 164,179    |  
|                                                                 | - at $1.55  |  | 13,383       |  |   | 13              |  |   | 20,731      |   |   | -           |   |   | 20,744     |  
|                                                                 | - at $3.50  |  | 366,667      |  |   | 367             |  |   | 1,282,964   |   |   | -           |   |   | 1,283,331  |  
|Issuance of stock for cash pursuant to a
      private placement | - at $0.30  |  | 883,332      |  |   | 883             |  |   | 264,117     |   |   | -           |   |   | 265,000    |  
|Issuance of stock pursuant to
      the exercise of warrants     | - at $2.00  |  | 28,800       |  |   | 29              |  |   | 57,571      |   |   | -           |   |   | 57,600     |  
|Less: Issue costs                                                |             |  | -            |  |   | -               |  |   | (17,858     | ) |   | -           |   |   | (17,858    | )
|Net loss                                                         |             |  | -            |  |   | -               |  |   | -           |   |   | (2,296,406  | ) |   | (2,296,406 | )
|Non-cash compensation charge                                     |             |  | -            |  |   | -               |  |   | 136,378     |   |   | -           |   |   | 136,378    |  
|                                                                 |             |  |              |  |   |                 |  |   |             |   |   |             |   |   |            |  
|Balance, December 31, 2001                                       |             |  | 12,540,567   |  |   | 12,539          |  |   | 2,459,714   |   |   | (2,862,969  | ) |   | (390,716   | )
|Issuance of stock for prepaid
      consulting                   |             |  |              |  |   |                 |  |   |             |   |   | -           |   |   |            |  
|                                                                 | - at $0.35  |  | 80,000       |  |   | 80              |  |   | 27,920      |   |   | -           |   |   | 28,000     |  
|Issuance of stock for deferred
      costs                       | - at $0.05  |  | 1,300,000    |  |   | 1,300           |  |   | 63,700      |   |   | -           |   |   | 65,000     |  
|Issuance of stock for services                                   |  at $0.05  |  | 100,000      |  |   | 100             |  |   | 4,900       |   |   | -           |   |   | 5,000      |  
|                                                                 | - at $0.055 |  | 60,000       |  |   | 60              |  |   | 3,240       |   |   | -           |   |   | 3,300      |  
|                                                                 | - at $0.10  |  | 105,000      |  |   | 105             |  |   | 10,395      |   |   | -           |   |   | 10,500     |  
|                                                                 | - at $0.148 |  | 27,000       |  |   | 27              |  |   | 3,973       |   |   | -           |   |   | 4,000      |  
|                                                                 | - at $0.20  |  | 175,000      |  |   | 175             |  |   | 34,825      |   |   | -           |   |   | 35,000     |  
|                                                                 | - at $0.209 |  | 17,143       |  |   | 17              |  |   | 3,583       |   |   | -           |   |   | 3,600      |  
|                                                                 | - at $0.35  |  | 120,000      |  |   | 120             |  |   | 41,880      |   |   | -           |   |   | 42,000     |  
|Issuance of stock for debt                                       |  at $0.20  |  | 458,135      |  |   | 458             |  |   | 91,169      |   |   | -           |   |   | 91,627     |  
|                                                                 | - at $0.209 |  | 222,751      |  |   | 223             |  |   | 46,156      |   |   | -           |   |   | 46,379     |  
|Net loss                                                         |             |  | -            |  |   | -               |  |   | -           |   |   | (214,758    | ) |   | (214,758   | )
|                                                                 |             |  |              |  |   |                 |  |   |             |   |   |             |   |   |            |  
|Balance, December 31, 2002                                       |             |  | 15,205,596   |  |   | 15,204          |  |   | 2,791,455   |   |   | (3,077,727  | ) |   | (271,068   | )
|Non-cash compensation charge                                     |             |  | -            |  |   | -               |  |   | 53,500      |   |   | -           |   |   | 53,500     |  
|Issue of stock for
      services                                |  at $0.14  |  | 1,450,000    |  |   | 1,450           |  |   | 201,550     |   |   | -           |   |   | 203,000    |  
|Issue of stock for cash pursuant
      to a private placement    |  at $0.10  |  | 650,000      |  |   | 650             |  |   | 64,350      |   |   | -           |   |   | 65,000     |  
|Net loss                                                         |             |  | -            |  |   | -               |  |   | -           |   |   | (1,208,941  | ) |   | (1,208,941 | )

Contd

SEE ACCOMPANYING NOTES

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED                                         
|-------------------------------------------------------------------------------------
|(A Development Stage Company)                                                        
|INTERIM STATEMENTS OF CHANGES IN CAPITAL DEFICIT                                     
|For the period from February 28, 1989 (Date of Inception)
      to September 30, 2010
|(Stated in U.S. Dollars)                                                             
|(Unaudited)                                                                          

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

Contd

SEE ACCOMPANYING NOTES

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED                                         
|-------------------------------------------------------------------------------------
|(A Development Stage Company)                                                        
|INTERIM STATEMENTS OF CHANGES IN CAPITAL DEFICIT                                     
|For the period from February 28, 1989 (Date of Inception)
      to September 30, 2010
|(Stated in U.S. Dollars)                                                             
|(Unaudited)                                                                          

|                                                              |                  |  |              |  |   |                 |  |   |             |  |   | Deficit     |   |   |            |  
|------------------------------------------------------------- | ---------------- |  | ------------ |  | - | --------------- |  | - | ----------- |  | - | ----------- | - | - | ---------- | -
|                                                              |                  |  |              |  |   |                 |  |   |             |  |   | Accumulated |   |   |            |  
|                                                              |                  |  |              |  |   |                 |  |   | Additional  |  |   | During the  |   |   |            |  
|                                                              |                  |  | Common Stock |  |   | Paid-In         |  |   | Development |  |   |             |  
|                                                              |                  |  | Shares       |  |   | Par
      Value |  |   | Capital     |  |   | Stage       |   |   | Total      |  
|                                                              |                  |  |              |  |   |                 |  |   |             |  |   |             |   |   |            |  
|Balance, December 31, 2006                                    |                  |  | 25,960,326   |  | $ | 25,960          |  | $ | 7,083,053   |  | $ | (8,362,335  | ) | $ | (1,253,322 | )
|Issue of stock for
      cash pursuant to a private placement |  at $0.25       |  | 200,000      |  |   | 200             |  |   | 49,800      |  |   | -           |   |   | 50,000     |  
|Issuance
      of stock for services                          | 
      at $0.20 |  | 700,000      |  |   | 700             |  |   | 139,300     |  |   | -           |   |   | 140,000    |  
|Non-cash compensation
      charge                            |                  |  | -            |  |   | -               |  |   | 29,240      |  |   | -           |   |   | 29,240     |  
|Beneficial conversion feature on convertible debt             |                  |  | -            |  |   | -               |  |   | 39,600      |  |   | -           |   |   | 39,600     |  
|Net loss                                                      |                  |  | -            |  |   | -               |  |   | -           |  |   | (519,345    | ) |   | (519,345   | )
|                                                              |                  |  |              |  |   |                 |  |   |             |  |   |             |   |   |            |  
|Balance, December 31, 2007                                    |                  |  | 26,860,326   |  |   | 26,860          |  |   | 7,340,993   |  |   | (8,881,680  | ) |   | (1,513,827 | )
|Issuance
      of stock for services                          | 
      at $0.07 |  | 750,000      |  |   | 750             |  |   | 51,250      |  |   | -           |   |   | 52,000     |  
|Non-cash compensation
      charge                            |                  |  | -            |  |   | -               |  |   | 251,078     |  |   | -           |   |   | 251,078    |  
|Beneficial conversion feature on convertible debt             |                  |  | -            |  |   | -               |  |   | 122,262     |  |   | -           |   |   | 122,262    |  
|Net loss                                                      |                  |  | -            |  |   | -               |  |   | -           |  |   | (723,811    | ) |   | (723,811   | )
|                                                              |                  |  |              |  |   |                 |  |   |             |  |   |             |   |   |            |  
|Balance, December 31, 2008                                    |                  |  | 27,610,326   |  |   | 27,610          |  |   | 7,765,583   |  |   | (9,605,491  | ) |   | (1,812,298 | )
|Net loss                                                      |                  |  | -            |  |   | -               |  |   | -           |  |   | (154,805    | ) |   | (154,805   | )
|                                                              |                  |  |              |  |   |                 |  |   |             |  |   |             |   |   |            |  
|Balance, December 31, 2009                                    |                  |  | 27,610,326   |  |   | 27,610          |  |   | 7,765,583   |  |   | (9,760,296  | ) |   | (1,967,103 | )
|Net loss                                                      |                  |  | -            |  |   | -               |  |   | -           |  |   | (103,129    | ) |   | (103,129   | )
|                                                              |                  |  |              |  |   |                 |  |   |             |  |   |             |   |   |            |  
|Balance, September 30, 2010                                   |                  |  | 27,610,326   |  | $ | 27,610          |  | $ | 7,765,583   |  | $ | (9,863,425  | ) | $ | (2,070,232 | )

SEE ACCOMPANYING NOTES

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|(A Development Stage Company)               
|NOTES TO THE INTERIM FINANCIAL STATEMENTS   
|September 30, 2010                          
|(Stated in U.S. Dollars)                    
|(Unaudited)                                 

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

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

These financial statements have been
prepared in accordance with generally accepted accounting principles applicable
to a going concern, which assumes that the Company will be able to meet its
obligations and continue its operations for its next fiscal year. Realization
values may be substantially different from carrying values as shown and these
financial statements do not give effect to adjustments that would be necessary
to the carrying values and classification of assets and liabilities should the
Company be unable to continue as a going concern. At September 30, 2010, the
Company had not yet achieved profitable operations, has an accumulated deficit
of $9,863,425 since its inception, has a working capital deficiency of
$1,278,232 and expects to incur further losses in the development of its
business, all of which casts substantial doubt about the Companys ability to
continue as a going concern. In addition to funding the Companys general,
administrative and corporate expenses the Company is obligated to address its
current obligations totalling $1,278,773. To the extent that cash needs are not
achieved from operating cash flow and existing cash on hand, the Company will be
required to raise necessary cash through shareholder loans, equity issuances
and/or other debt financing. Amounts raised will be used to continue the
development of the Company's investment activities, and for other working
capital purposes.

The Companys ability to continue as a
going concern is dependent upon its ability to generate future profitable
operations and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management has no formal plan in place to address this concern but
considers that the Company will be able to obtain additional funds by equity
financing and/or related party advances; however there is no assurance of
additional funding being available. The Company has historically satisfied its
capital needs primarily by issuing equity securities. Management plans to
continue to provide for its capital needs during the year ended December 31,
2010, by issuing equity securities and/or related party advances.

The accompanying unaudited interim
financial statements have been prepared by 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, 2009, included in the Companys 10-K Annual Report as filed with the United
States Securities and Exchange Commission.

The results of operations for the nine
months ended September 30, 2010 are not indicative of the results that may be
expected for the full year.

|2. | Deferred Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Deferred costs consist of consultants fees and payments
      to reimburse Star Leisure and Entertainment Inc. (Star Leisure) with
      respect to the acquisition of Gulf Star World Development W.L.L (Gulf
      Star). By a letter of agreement dated July 11, 2002, the Company agreed
      to purchase 80% of the outstanding shares of Gulf Star, a Bahrain
      corporation, from Star Leisure. Star Leisure is controlled by a director
      of the Company. Gulf Star is the 100% owner and developer of the
      residential and tourist project known as the Dream Island Resort, located
      in Bahrain. In 2005, due to the uncertainty of the future viability of the
      Dream Island project, the Company wrote-down the associated deferred
      investment costs to a nominal value of $1. On May 20, 2009 the letter of
      agreement was terminated and the remaining related investment costs
      written-off.

1

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|(A Development Stage Company)               
|NOTES TO THE INTERIM FINANCIAL STATEMENTS   
|September 30, 2010                          
|(Stated in U.S. Dollars)                    
|(Unaudited)                                 

|3. | Loans Payable
|-- | -------------

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |   | September 30, |  |   | December 31,
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------------- |  | - | ------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |   | 2010          |  |   | 2009        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |   |               |  |   |             
| | a) | Loan payable to a company
      controlled by a director of the Company including accrued interest of
      $6,221 (December 31, 2009 - $5,118). The loan is unsecured, bearing
      interest at 12% per annum and is repayable on demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | $ | 13,023        |  | $ | 11,920      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |   |               |  |   |             
| | b) | Loans payable to companies
      controlled by directors of the Company. The loans are unsecured,
      non-interest bearing, and repayable upon demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |   | 151,499       |  |   | 106,329     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |   |               |  |   |             
| | c) | Loan payable to a company
      controlled by a director of the Company, including accrued interest
      payable of $52,020 (December 31, 2009 - $36,653), pursuant to a
      Convertible Loan Agreement. The loan is unsecured, bearing interest at 10%
      per annum and is repayable on demand. The lender may at anytime convert
      the principal sum into units of the Company. Each unit will consist of one
      common share plus one common share purchase warrant. The principal sum of
      $163,766 may be converted into 2,320,858 units. Conversion of these loans
      and resulting associated warrants to equity will be based on the
      conversion price set at the time the principal amount was drawn ranging
      from $0.05 to $0.23. Upon conversion of this loan, warrants with a fair
      value of $73,685 will be recognized as an interest expense and credited to
      additional paid-in capital. |  |   | 215,786       |  |   | 200,419     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |   |               |  |   |             
| | d) | Loan payable to a company controlled by a director of the
      Company, including accrued interest of $74,301 (December 31, 2009 -
      $50,835), pursuant to a Convertible Loan Agreement. The loan is unsecured,
      bearing interest at 10% per annum and is repayable on demand. The lender
      may at anytime convert the principal sum into units of the Company. Each
      unit will consist of one common share plus one common share purchase
      warrant. The principal sum of $255,209 may be converted into 4,526,436
      units. Conversion of this loan and resulting associated warrants to equity
      will be based on the conversion price set at the time the principal amount
      was drawn ranging from $0.05 to $0.12. Upon conversion of this loan,
      warrants with a fair value of $113,338 will be recognized as an interest
      expense and credited to additional paid-in capital.                |  |   | 329,510       |  |   | 306,044     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |   |               |  |   |             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | $ | 709,818       |  | $ | 624,712     

2

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|(A Development Stage Company)               
|NOTES TO THE INTERIM FINANCIAL STATEMENTS   
|September 30, 2010                          
|(Stated in U.S. Dollars)                    
|(Unaudited)                                 

|4. | Capital Stock Notes 3 and
5
|-- | ----------------------------

Class A Convertible Preferred
Shares

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

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

Stock Option Plan

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

Stock-based Compensation

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

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

During the nine-month periods ended
September 30, 2010 and 2009 the Company did not grant any stock options to
directors, employees, or consultants.

During the period ended September 30,
2010, the change in share purchase options outstanding are as follows:

| |                                                |  |           |   |  | Weighted |  |  | Weighted         |  |   |           | 
| | ---------------------------------------------- |  | --------- | - |  | -------- |  |  | ---------------- |  | - | --------- | 
| |                                                |  |           |   |  | Average  |  |  | Average          |  |   | Aggregate | 
| |                                                |  |           |   |  | Exercise |  |  | Remaining        |  |   | Intrinsic | 
| |                                                |  | Shares    |   |  | Price    |  |  | Contractual Life |  |   | Value     | 
| |                                                |  |           |   |  |          |  |  |                  |  |   |           | 
| | Options outstanding at
      December 31, 2008 |  | 4,125,000 |   |  | $0.15    |  |  | 3.96 years       |  | $ | -         | 
| | Cancelled during the period                    |  | (400,000  | ) |  | $0.15    |  |  | 4.24
      years |  |   | -         | 
| | Options outstanding at December 31, 2009       |  | 3,725,000 |   |  | $0.15    |  |  | 3.42 years       |  | $ | -         | 
| | Options outstanding at September 30, 2010      |  | 3,725,000 |   |  | $0.15    |  |  | 2.67
      years |  | $ | -         | 

3

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|(A Development Stage Company)               
|NOTES TO THE INTERIM FINANCIAL STATEMENTS   
|September 30, 2010                          
|(Stated in U.S. Dollars)                    
|(Unaudited)                                 

|4. | Capital Stock Notes 3 and 5  (contd)                                                       
|-- | ----------------------------------------------------------------------------------------------
|   |                                                                                               
|   | Stock-based Compensation  (contd)                                                           
|   |                                                                                               
|   | As at September 30, 2010, the Company had share purchase
      options outstanding as follows:

| | Number of Options | Exercise Price | Expiry Date 
| | ----------------- | -------------- | ------------
| | 3,725,000         | $0.15          | June 1, 2013

|   | As at September 30, 2010 and December 31, 2009 all of the
      outstanding share purchase options were exercisable.                                                                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                            
|5. | Non-Cash Transactions                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                            
|   | Investing and financing activities that do not have a
      direct impact on cash flows are excluded from the statements of cash
      flows. The Company issued common shares for settlement of debts,
      convertible loans, and for services provided to the Company during the
      following years:

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

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

4

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|(A Development Stage Company)               
|NOTES TO THE INTERIM FINANCIAL STATEMENTS   
|September 30, 2010                          
|(Stated in U.S. Dollars)                    
|(Unaudited)                                 

|6. | Related Party Transactions Notes 2 and
  3                                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                  
|   | The Company was charged the following by stockholders,
      directors, by companies controlled by directors and/or stockholders of the
      Company, and by companies with directors in
common:

| |                    |   |                    |  |   |                   |  |   |                        |  |   |        |  |   | Cumulative from   | 
| | ------------------ | - | ------------------ |  | - | ----------------- |  | - | ---------------------- |  | - | ------ |  | - | ----------------- | 
| |                    |   |                    |  |   |                   |  |   |                        |  |   |        |  |   | February 28, 1989 | 
| |                    |   | Three months ended |  |   | Nine months ended |  |   | (Date of Inception) to | 
| |                    |   | September 30,      |  |   | September 30,     |  |   | September 30,          | 
| |                    |   | 2010               |  |   | 2009              |  |   | 2010                   |  |   | 2009   |  |   | 2010              | 
| |                    |   |                    |  |   |                   |  |   |                        |  |   |        |  |   |                   | 
| | Consulting fees    | $ | -                  |  | $ | -                 |  | $ | -                      |  | $ | -      |  | $ | 249,043           | 
| | Interest           |   | 13,789             |  |   | 12,486            |  |   | 39,935                 |  |   | 36,160 |  |   | 348,116           | 
| | Management fees    |   | -                  |  |   | -                 |  |   | -                      |  |   | -      |  |   | 546,325           | 
| | Office and general |   | -                  |  |   | -                 |  |   | -                      |  |   | -      |  |   | 26,944            | 
| | Rent               |   | -                  |  |   | -                 |  |   | -                      |  |   | -      |  |   | 130,232           | 
| |                    |   |                    |  |   |                   |  |   |                        |  |   |        |  |   |                   | 
| |                    | $ | 13,789             |  | $ | 12,486            |  | $ | 39,935                 |  | $ | 36,160 |  | $ | 1,300,660         | 

At September 30, 2010, accounts payable
includes $473,409 (December 31, 2009 - $475,026) due to directors of the Company
and companies controlled by directors of the Company in respect of unpaid
management fees and expenses incurred on behalf of the Company.

The Company entered into two Management
Services Agreements dated January 1, 2007 with a director and a company
controlled by a director of the Company. Under the terms of these agreements
they were each paid $7,500 per month, plus taxes where applicable, for
management services. These agreements were for a 24-month period and expired on
December 31, 2008. Effective September 12, 2008, one of the agreements was
terminated and the other was not renewed subsequent to December 31, 2008. If the
Company is unable to pay for the services, the consultant may elect to settle
any portion of outstanding amounts plus interest with units of the Company. Each
unit shall consist of one common share and one share purchase warrant entitling
the holder to purchase one additional common share of the Company. The price for
the units and warrants will be determined based on a discount to the 10 day
average market price ranging from 50% to 60%, but no less than $0.05 per
share.

5

---

|2. | Managements Discussion and Analysis of Financial
      Condition and Results of Operations
|-- | -------------------------------------------------------------------------------------------

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

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

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

Plan of Operation

The Company had been devoting its
business efforts to real estate development projects located in Bahrain and
Turkey. During April and May 2009, the Company terminated its involvement in
these projects. The Company plans to investigate new real estate development
projects during the remainder of its 2010 fiscal year and during 2011.

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

Accounting, audit, and legal fees
    $
    60,000General and administrative expenses
    
    3,500Regulatory and transfer agent fees
    
    8,500$
    72,000


The Company also estimates it will
accrue interest expenses of $52,000 over the next 12 months on loans due to
related parties. It is not anticipated the interest will be paid in cash during
2010, and therefore interest has been excluded from the above list of cash
expenses.

To date we have funded our operations
primarily with loans from shareholders and issue new equity. In addition to
funding the Companys general, administrative and corporate expenses the Company
is obligated to address its current obligations totalling $1,278,773. To the
extent that cash needs are not achieved from operating cash flow and existing
cash on hand, the Company will be required to raise necessary cash through
shareholder loans, equity issuances and/or other debt financing. Amounts raised
will be used to continue the development of the Company's investment activities,
and for other working capital purposes, which may be dilutive to existing
shareholders. The company currently has no agreement in place to raise funds for
current liabilities and no guarantee can be given that we will be able to raise
funds for this purpose on terms acceptable to the company. Failure to raise
funds for general, administrative and corporate expenses and current liabilities
could result in a severe curtailment of the company operations.

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

Results of Operations

During the quarter ended September 30,
2010, the Company incurred general and administrative expenses totaling $23,989
compared to $32,173 during the same period of the previous year.

The changes in our general and
administrative expenses for the nine month period ended September 30, 2010 when
compared to the nine month period ended September 30, 2009 was primarily due
to:

| | a) | The volume of transactions and business activities has
      changed little compared to the prior year. The 2009 accounting and audit
      fees included a $6,500 estimated accrual for accounting fees that was not
      required in the current period. After taking this estimated accrual into
      account, the 2010 are $1,694 higher than in 2009. This is due to a general
      increase in the fees charged by the professionals who provide these
      services. In addition, there has been an increase in the amount of time
      spent by these professionals to ensure the Company is in compliance with
      the increased reporting requirement imposed by regulatory
    authorities.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | b) | The September 30, 2009 travel expense included the costs
      of a directors meeting, no similar meeting has been held in
  2010.                                                                  
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                      
| | c) | Interest on loans increased by $1,303, this is attributed
      to the compounding effect of the quarterly interest calculation as the
      Company has not been making any payments on these
debts.

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

As of September 30, 2010, the Company
had total current assets of $541 and total liabilities of $1,278,773. The
Company had cash of $25 and a working capital deficiency of $1,278,232 as of
September 30, 2010 compared to cash on hand of $311 and a working capital
deficiency of $1,175,103, for the year ended December 31, 2009. We anticipate
that we will incur approximately $72,000 for cash operating expenses, including
professional, legal and accounting expenses associated with our reporting
requirements under the Exchange Act during the next twelve months. In addition
to funding the Companys general, administrative and corporate expenses the
Company is obligated to address its current obligations totaling $1,278,773. To
the extent that cash needs are not achieved from operating cash flow and
existing cash on hand, the Company will be required to raise necessary cash
through shareholder loans, equity issuances and/or other debt financing. Amounts
raised will be used to continue the development of the Company's investment
activities, and for other working capital purposes. Accordingly, we will need to
obtain additional financing in order to continue our planned business
activities.

Cash used in operating activities for
the nine month period ended September 30, 2010 was $45,457 as compared to cash
used by operating activities for the same period in 2009 of $68,847. The
decrease in cash used in operating activities was primarily due to the increase
in accounts payable; and a reduction in regulatory fees and travel expenses.

The Company has the following loans
outstanding as of September 30, 2010:

A $13,023 loan payable to a company
controlled by a director of the Company including accrued interest of $6,221
(December 31, 2009 - $5,118). The loan is unsecured, bearing interest at 12% per
annum and is repayable on demand.

$151,499 in loans payable to companies
controlled by directors of the Company. These loans are unsecured, non-interest
bearing, and repayable upon demand.

A $215,786 loan payable to a company
controlled by a director of the Company, including accrued interest payable of
$52,020 (December 31, 2009 - $36,653), pursuant to a Convertible Loan Agreement.
The loan is unsecured, bearing interest at 10% per annum and is repayable on
demand. The lender may at anytime convert the principal sum into units of the
Company. Each unit will consist of one common share plus one common share
purchase warrant. The principal sum of $163,766 may be converted into 2,320,858
units. Conversion of these loans and resulting associated warrants to equity
will be based on the conversion price set at the time the principal amount was
drawn ranging from $0.05 to $0.23. Upon conversion of this loan, warrants with a
fair value of $73,685 will be recognized as an interest expense and credited to
additional paid-in capital.

A $329,510 loan payable to a company
controlled by a director of the Company, including accrued interest of $74,301
(December 31, 2009 - $50,835), pursuant to a Convertible Loan Agreement. The
loan is unsecured, bearing interest at 10% per annum and is repayable on demand.
The lender may at anytime convert the principal sum into units of the Company.
Each unit will consist of one common share plus one common share purchase
warrant. The principal sum of $255,209 may be converted into 4,526,436 units.
Conversion of this loan and resulting associated warrants to equity will be
based on the conversion price set at the time the principal amount was drawn
ranging from $0.05 to $0.12. Upon conversion of this loan, warrants with a fair
value of $113,338 will be recognized as an interest expense and credited to
additional paid-in capital.

Going Concern

The unaudited financial statements
accompanying this report have been prepared on a going concern basis, which
implies that our company will continue to realize its assets and discharge its
liabilities and commitments in the normal course of business. Our company has
not generated revenues since inception and has never paid any cash dividends and
is unlikely to pay cash dividends or generate earnings in the immediate or
foreseeable future. The continuation of our company as a going concern is
dependent upon the continued financial support from our shareholders, the
ability of our company to obtain necessary equity
financing to achieve our operating objectives, and the attainment of profitable
operations. As of September 30, 2010, we had cash of $25 and we estimate that we
will require approximately $72,000 to fund our business operations over the next
twelve months. In addition to funding the Companys general, administrative and
corporate expenses the Company is obligated to address its current obligations
totalling $1,278,773. To the extent that cash needs are not achieved from
operating cash flow and existing cash on hand, the Company will be required to
raise necessary cash through shareholder loans, equity issuances and/or other
debt financing. Amounts raised will be used to continue the development of the
Company's investment activities, and for other working capital purposes.

---

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

These circumstances raise substantial
doubt about our ability to continue as a going concern, as described in the Note
1 of our September 30, 2010 unaudited financial statements. The financial
statements do not include any adjustments that might result from the outcome of
that uncertainty. The continuation of our business is dependent upon us raising
additional financial support. The issuance of additional equity securities by us
could result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

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

Future Financings

As of September 30, 2010, we had cash
of $25 and we estimate that we will require approximately $72,000 to fund our
business operations over the next twelve months. In addition to funding the
Companys general, administrative and corporate expenses the Company is
obligated to address its current obligations totaling $1,278,773. Accordingly,
we do not have sufficient funds for planned operations and we will be required
to raise additional funds for operations after that date. We anticipate
continuing to rely on equity sales of our common shares or shareholder loans in
order to continue to fund our business operations. Issuances of additional
shares will result in dilution to our existing stockholders. There is no
assurance that we will achieve any additional sales of our equity securities or
arrange for debt or other financing to fund our planned activities.

Off-balance sheet
arrangements

As of the date of this Report, the
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the company's financial
condition, change in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to investors. The term "off-balance sheet arrangement" generally means
any transaction, agreement, or other contractual arrangement to which an entity
unconsolidated with the Company is a party under which the Company has (i) any
obligation arising under a guarantee contract, derivative instrument or variable
interest; or (ii) a retained or contingent interest in assets transferred to
such entity or similar arrangement that serves as credit, liquidity or market
risk support for such assets.

|3. | Quantitative and Qualitative Disclosures About Market
      Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company has no market risk sensitive
    instruments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4. | Controls and Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | As required by Rule 13(a)-15 under the Exchange Act, in
      connection with this quarterly report on Form 10-Q, under the direction of
      our Chief Executive Officer and Chief Financial Officer, we have evaluated
      our disclosure controls and procedures as of September 30, 2010, our
      disclosure controls and procedures were ineffective. As of the date of
      this filing, we are still in the process of remediating such material
      weaknesses in our internal controls and procedures. Additionally, we are
      currently inactive as we seek new business
opportunities.

---

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

There were no changes in our internal
control over financial reporting during the period ended September 30, 2010 that
have materially affected or are reasonably likely to materially affect, our
internal control over financial reporting.

---

Part II  Other Information

|1. | Legal Proceedings                        
|-- | -----------------------------------------
|   |                                          
|   | None                                     
|   |                                          
|1. | A Risk Factors                           
|   |                                          
|   | Not applicable                           
|   |                                          
|2. | Unregistered Sales of Equity
  Securities

Sales of Securities Without
Registration Under the Securities Act of 1933

On August 10, 2003 the Company entered
into a Convertible Loan Facility Agreement with Star Leisure & Entertainment
Inc. (Star Leisure), a company controlled by a Director and Officer of
Strategic, whereby the Company would, from time to time, borrow operating funds
from Star Leisure, at an interest rate of 10%, repayable on demand. The lender
has the right to convert all or part of the principal sum into units at a
conversion rate which is calculated at a discount to the average closing market
price for ten days preceding a loan advance. Each unit consists of one common
share of the Company and one non-transferable share purchase warrant, expiring 2
years from the conversion date, exercisable at the applicable conversion rate.
On August 31, 2008 the Company entered into agreements to transfer previous
advances and accrued interest to convertible loans under the Convertible Loan
Facility Agreement. At September 30, 2010, the Star Leisure loan principal was
$255,209. The loan principal is convertible into 4,526,436 units at conversion
price ranging from $0.05 to $0.12 as set at the time the principal was borrowed.
Star Leisure has not converted any part of the principal sums advanced into
units as of September 30, 2010. This transaction is with an offshore non-U.S.
person; accordingly, these securities are exempt from registration pursuant to
Regulation S.

On May 5, 2006 the Company entered into
a Convertible Loan Facility Agreement with CMB Investments Ltd. (CMB), a
company controlled by a Director of Strategic, whereby the Company would, from
time to time, borrow operating funds from CMB, at an interest rate of 10%,
repayable on demand. The lender has the right to convert all or part of the
principal sum into units at a conversion rate which is calculated at a discount
to the average closing market price for ten days preceding a loan advance. Each
unit consists of one common share of the Company and one share purchase warrant,
expiring 2 years from the conversion date, exercisable at the applicable
conversion rate. At September 30, 2010, the CMB loan principal was $163,766. The
loan principal is convertible into 2,320,858 units. Conversion of this loan and
associated warrants to equity will be at a price ranging from $0.05 to $0.23.
CMB has not converted any part of the principal sums advanced into units as of
September 30, 2010. This transaction is with an offshore non-U.S. person;
accordingly, these securities are exempt from registration pursuant to
Regulation S.

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

In May 2007 the Company entered into
two Consulting Agreements for financial consulting services for a period of 12
months. Pursuant to these agreements, the Company issued 700,000 common shares
at a deemed price of $0.20 per share, for a total deemed consideration of
$140,000. These transactions are with offshore non-U.S. persons; accordingly,
these securities are exempt from registration pursuant to Regulation S, however
they are restricted under Rule 144.

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

Purchase of Equity Securities by the
Issuer and Affiliated Purchasers

We did not purchase any of our shares
of common stock or other securities during the period ended September 30,
2010.

---

|3. | Defaults Upon Senior
Securities
|-- | -------------------------------

 None

|4. | Submission of Matters to a Vote of Security
      Holders
|-- | ---------------------------------------------------------

 None

|5. | Other Information
|-- | -----------------

 None

|6. | Exhibits
|-- | --------

Table of ExhibitItems
    Description
    Exhibit601-3(i)
    Articles of Incorporation
    Note 1601-(3)(ii)
    Bylaws
    Note 1601-(3)(iii)
    Certificate of Amendment
    Note 1601-(10)
    Stock Award Plan
    Note 2601-(31)
    Rule 13a-14(a)/15d-14(a)
      Certifications
    Exhibit 31.1601-(31)
    Rule 13a-14(a)/15d-14(a) Certifications
    Exhibit 31.2601-(32)
    Section 1350 Certifications
    Exhibit 32.1601-(32)
    Section 1350 Certifications
    Exhibit 32.2


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


SIGNATURES

Pursuant to the requirements of the Securities 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 16, 2010 |  | /s/
      Abbas Salih                             
|      |                   |  | Abbas Salih, CEO, CFO, Director                   

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