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**UNITEDSTATES****SECURITIES AND EXCHANGECOMMISSION****Washington, D.C. 20549**

**FORM 10-Q**

QUARTERLY REPORT PURSUANT TOSECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934

**For the QuarterlyPeriod ended September 30, 2013**

Commission File Number: 033-28188

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

| **Delaware**                | **84-1116458**                   |
|-----------------------------|----------------------------------|
| State      of incorporation | IRS      Employer Identification |

**24 First Avenue East, STE C   P.O. Box 918 Kalispell, Montana 59903**  Address  of principal executive offices

**406-552-1170**  Registrant’s  telephone number 

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

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

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

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

Common  shares outstanding as of November 30, 2013: 35,159,391

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**PartI – Financial Information**

**Forward Looking Statements.**

This report containsforward-looking statements within the meaning of Section 27A of the SecuritiesAct of 1933, as amended, and Section 21E of the Securities Exchange Act of1934, as amended. These statements relate to future events or our futurefinancial performance. In some cases, you can identify forward-lookingstatements 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.  Thesestatements 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 ourindustry’s actual results, levels of activity, performance or achievements tobe materially different from any future results, levels of activity,performance or achievements expressed or implied by these forward-lookingstatements. 

These risks include, by way ofexample 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 exhaustivelist of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should notplace undue reliance on our forward-looking statements.

The Company intends that suchforward-looking statements be subject to the Safe Harbors for such statements. Forward looking statements are made based on management’s beliefs, estimatesand opinions on the date the statements are made and we undertake no obligationto update forward-looking statements if these beliefs, estimates and opinionsor other circumstances should change.  Although we believe that theexpectations reflected in the forward-looking statements are reasonable, wecannot guarantee future results, levels of activity, performance orachievements.  Except as required by applicable law, including the securitieslaws of the United States, we do not intend to update any of theforward-looking statements to conform these statements to actual results.

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

In this report, unless otherwisespecified, all dollar amounts are expressed in United States dollars and allreferences 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.

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**1.Financial Statements**

**STRATEGICINTERNET INVESTMENTS, INCORPORATED**

(A Development Stage Company)

INTERIM FINANCIALSTATEMENTS

September 30, 2013

(Unaudited) 

----

**STRATEGIC  INTERNET INVESTMENTS, INCORPORATED**  (A Development Stage Company)INTERIM BALANCE SHEETS(Unaudited) 

|                                                                                                     |   | September 30,        2013 |   |   | December 31,        2012 |   |
|----------------------------------------------------------------------------------------------------------|--------|---------------------------|--------|--------|--------------------------|--------|
| **ASSETS**                                                                                               |   |                      |   |   |                     |   |
|                                                                                                     |   |                      |   |   |                     |   |
| Current assets:                                                                                          |   |                      |   |   |                     |   |
|        Cash                                                                     | $      | 539                       |   | $      | 1,937                    |   |
|                                                                                                     |   |                      |   |   |                     |   |
| TOTAL ASSETS                                                                                             | $      | 539                       |   | $      | 1,937                    |   |
|                                                                                                     |   |                      |   |   |                     |   |
| **LIABILITIES  AND STOCKHOLDERS’ DEFICIT**                                                         |   |                      |   |   |                     |   |
|                                                                                                     |   |                      |   |   |                     |   |
| Current liabilities:                                                                                     |   |                      |   |   |                     |   |
|        Accounts payable                                                         | $      | 82,220                    |   | $      | 100,631                  |   |
|        Accounts payable-  related party                                         |   | 123,420                   |   |   | 477,282                  |   |
|        Accrued interest -  related party – Note 2                         |   | 326,355                   |   |   | 295,644                  |   |
|        Convertible notes  payable - related party – Note 2                |   | 418,975                   |   |   | 402,675                  |   |
|        Loans payable -  related party – Note 2                            |   | 397,871                   |   |   | 320,626                  |   |
|                                                                                                     |   |                      |   |   |                     |   |
| TOTAL LIABILITIES                                                                                        |   | 1,348,841                 |   |   | 1,596,858                |   |
|                                                                                                     |   |                      |   |   |                     |   |
| Stockholders’  deficit:                                              |   |                      |   |   |                     |   |
| Capital Stock – Notes 2, 3, and  4                                                                 |   |                      |   |   |                     |   |
|      Class A Convertible  Preferred stock, $0.001 par value                     |   |                      |   |   |                     |   |
|           10,000,000  authorized, 198,000 outstanding  |   | 792,000                   |   |   | 792,000                  |   |
|      Class B Preferred  stock, $0.001 par value                                 |   |                      |   |   |                     |   |
|           10,000,000  authorized, none outstanding     |   | -                         |   |   | -                        |   |
|      Common stock, $0.001  par value                                            |   |                      |   |   |                     |   |
|           100,000,000  authorized                      |   |                      |   |   |                     |   |
|           35,159,391  issued (2012: 27,610,326 issued) |   | 35,159                    |   |   | 27,610                   |   |
| Stock to be issued – Note 3                                                                        |   | -                         |   |   | 63,250                   |   |
| Additional paid-in capital                                                                               |   | 10,835,044                |   |   | 8,159,402                |   |
| Deficit  accumulated during the development stage                                                        |   | (13,010,505               | )      |   | (10,637,183              | )      |
|                                                                                                     |   |                      |   |   |                     |   |
| TOTAL STOCKHOLDERS’ DEFICIT                                                                        |   | (1,348,302                | )      |   | (1,594,921               | )      |
|                                                                                                     |   |                      |   |   |                     |   |
| TOTAL LIABILITIES AND STOCKHOLDERS’  DEFICIT                                                       | $      | 539                       |   | $      | 1,937                    |   |

The accompanying notes are anintegral part of the unaudited financial statements.

----

**STRATEGIC  INTERNET INVESTMENTS, INCORPORATED**  (A Development Stage Company)INTERIM STATEMENTS OF OPERATIONS(Unaudited) 

|                                                                           |   | Three months endedSeptember 30, |   |   | Nine months endedSeptember 30, |   |   | Cumulative from  February 28,  1989  (Date of Inception) to  September 30, |   |
|--------------------------------------------------------------------------------|--------|---------------------------------|--------|--------|--------------------------------|--------|--------|----------------------------------------------------------------------------|--------|
|                                                                           |   | 2013                            |   |   | 2012                           |   |   | 2013                                                                       |   |   | 2012   |   |   | 2013 |   |
|                                                                           |   |                            |   |   |                           |   |   |                                                                       |   |   |   |   |   |   |   |
| General  and Administrative Expenses                                           |   |                            |   |   |                           |   |   |                                                                       |   |   |   |   |   |   |   |
|        Accounting and audit fees                      | $      | 6,570                           |   | $      | 9,397                          |   | $      | 41,052                                                                     |   | $ | 53,559 |   | $ | 577,468 |   |
|        Amortization                                   |   | -                               |   |   | -                              |   |   | -                                                                          |   |   | - |   |   | 3,616 |   |
|        Communications                                 |   | 131                             |   |   | 215                            |   |   | 1,733                                                                      |   |   | 643 |   |   | 109,812 |   |
|        Consulting fees – Note 3                 |   | 546,950                         |   |   | -                              |   |   | 782,150                                                                    |   |   | - |   |   | 4,437,416 |   |
|        Interest – Note 2                        |   | 18,581                          |   |   | 16,823                         |   |   | 53,812                                                                     |   |   | 48,893 |   |   | 689,693 |   |
|        Investor relations                             |   | -                               |   |   | -                              |   |   | -                                                                          |   |   | - |   |   | 91,385 |   |
|        Legal fees                                     |   | -                               |   |   | 2,975                          |   |   | 806                                                                        |   |   | 2,975 |   |   | 171,022 |   |
|        Management fees – Note 4                 |   | 49,600                          |   |   | 1,000                          |   |   | 122,750                                                                    |   |   | 1,000 |   |   | 892,483 |   |
|        Office and general                             |   | 182                             |   |   | 108                            |   |   | 930                                                                        |   |   | 223 |   |   | 146,532 |   |
|        Regulatory fees                                |   | 2,085                           |   |   | 4,609                          |   |   | 11,368                                                                     |   |   | 11,973 |   |   | 77,741 |   |
|        Rent                                           |   | -                               |   |   | -                              |   |   | -                                                                          |   |   | - |   |   | 135,615 |   |
|        Transfer agent fees                            |   | 375                             |   |   | 375                            |   |   | 1,525                                                                      |   |   | 1,125 |   |   | 50,533 |   |
|        Travel                                         |   | -                               |   |   | -                              |   |   | -                                                                          |   |   | - |   |   | 112,770 |   |
|        Loss on disposal of equipment                  |   | -                               |   |   | -                              |   |   | -                                                                          |   |   | - |   |   | 1,481 |   |
|        Write-down of advances to  related party       |   | -                               |   |   | -                              |   |   | -                                                                          |   |   | - |   |   | 606,337 |   |
|                                                                           |   |                            |   |   |                           |   |   |                                                                       |   |   |   |   |   |   |   |
| Operating  loss                                                                |   | (624,474                        | )      |   | (35,502                        | )      |   | (1,016,126                                                                 | )      |   | (120,391 | ) |   | (8,103,904 | ) |
|                                                                           |   |                            |   |   |                           |   |   |                                                                       |   |   |   |   |   |   |   |
|        Unauthorized distribution                      |   | -                               |   |   | -                              |   |   | -                                                                          |   |   | - |   |   | (69,116 | ) |
|        Termination fee                                |   | -                               |   |   | -                              |   |   | -                                                                          |   |   | - |   |   | (792,000 | ) |
|        Gain (loss) on foreign exchange                |   | (4,980                          | )      |   | (9,256                         | )      |   | 7,561                                                                      |   |   | (10,046 | ) |   | (32,333 | ) |
|        Loss on settlement of payables  – Note 3 |   | -                               |   |   | -                              |   |   | (1,364,757                                                                 | )      |   | - |   |   | (1,339,524 | ) |
|        Write-down of  deferred investment costs       |   | -                               |   |   | -                              |   |   | -                                                                          |   |   | - |   |   | (34,210 | ) |
|                                                                           |   |                            |   |   |                           |   |   |                                                                       |   |   |   |   |   |   |   |
| Net  loss for the period                                                       | $      | (629,454                        | )      | $      | (44,758                        | )      | $      | (2,373,322                                                                 | )      | $ | (130,437 | ) | $ | (10,371,087 | ) |
|                                                                           |   |                            |   |   |                           |   |   |                                                                       |   |   |   |   |   |   |   |
| Basic  and diluted loss per share                                              | $      | (0.01                           | )      | $      | (0.00                          | )      | $      | (0.07                                                                      | )      | $ | (0.00 | ) |   |   |   |
|                                                                           |   |                            |   |   |                           |   |   |                                                                       |   |   |   |   |   |   |   |
| Weighted  average number of common shares  outstanding                    |   | 35,159,391                      |   |   | 27,610,326                     |   |   | 33,671,284                                                                 |   |   | 27,610,326 |   |   |   |   |

The accompanying notes are anintegral part of the unaudited financial statements.

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**STRATEGIC  INTERNET INVESTMENTS, INCORPORATED**  (A Development Stage Company)INTERIM STATEMENTS OF CASH FLOWS(Unaudited) 

|                                                                                                             |   | Nine months  endedSeptember 30, |   |   | Cumulative from  February 28,  1989 (Date  of Inception) to  September 30, |   |
|------------------------------------------------------------------------------------------------------------------|--------|---------------------------------|--------|--------|----------------------------------------------------------------------------|--------|
|                                                                                                             |   | 2013                            |   |   | 2012                                                                       |   |   | 2013 |   |
| Operating  Activities                                                                                            |   |                            |   |   |                                                                       |   |   |   |   |
|        Net loss for  the period                                                         | $      | (2,373,322                      | )      | $      | (130,436                                                                   | )      | $ | (10,371,087 | ) |
|        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                                    |   | -                               |   |   | -                                                                          |   |   | 2,523,404 |   |
|             Loss on  settlement of payables                    |   | 1,364,757                       |   |   | -                                                                          |   |   | 1,339,524 |   |
|             Interest  accrued on loans                         |   | -                               |   |   | 48,893                                                                     |   |   | 272,541 |   |
|             Legal fees                                         |   | -                               |   |   | -                                                                          |   |   | 25,000 |   |
|             Loss on  disposal of equipment                     |   | -                               |   |   | -                                                                          |   |   | 1,481 |   |
|             Management fees                                    |   | -                               |   |   | -                                                                          |   |   | 25,400 |   |
|             Stock-based  compensation                          |   | 887,750                         |   |   | -                                                                          |   |   | 2,017,621 |   |
|             Termination  fees                                  |   | -                               |   |   | -                                                                          |   |   | 792,000 |   |
|             Write-down of  deferred costs                      |   | -                               |   |   | -                                                                          |   |   | 34,210 |   |
|             Write-down of  advances to related party           |   | -                               |   |   | -                                                                          |   |   | 606,337 |   |
|        Changes in  non-cash item:                                                       |   |                            |   |   |                                                                       |   |   |   |   |
|             Accrued  interest                                  |   | 53,812                          |   |   | -                                                                          |   |   | 53,812 |   |
|             Accounts  payable - related party                  |   | 13,572                          |   |   | -                                                                          |   |   | 13,572 |   |
|             Accounts  payable                                  |   | (18,411                         | )      |   | 15,188                                                                     |   |   | 697,449 |   |
|                                                                                                             |   |                            |   |   |                                                                       |   |   |   |   |
| Net  cash used in operating activities                                                                           |   | (71,842                         | )      |   | (66,355                                                                    | )      |   | (1,697,458 | ) |
|                                                                                                             |   |                            |   |   |                                                                       |   |   |   |   |
| Investing  Activities                                                                                            |   |                            |   |   |                                                                       |   |   |   |   |
|        Organization  costs                                                              |   | -                               |   |   | -                                                                          |   |   | (750 | ) |
|        Acquisition of  equipment                                                        |   | -                               |   |   | -                                                                          |   |   | (4,347 | ) |
|        Deferred costs                                                                   |   | -                               |   |   | -                                                                          |   |   | (34,210 | ) |
|        Advances to  related party                                                       |   | -                               |   |   | -                                                                          |   |   | (606,337 | ) |
|                                                                                                             |   |                            |   |   |                                                                       |   |   |   |   |
| Net  cash used in investing activities                                                                           |   | -                               |   |   | -                                                                          |   |   | (645,644 | ) |
|                                                                                                             |   |                            |   |   |                                                                       |   |   |   |   |
| Financing  Activities                                                                                            |   |                            |   |   |                                                                       |   |   |   |   |
|        Loans payable                                                                    |   | 102,644                         |   |   | 67,064                                                                     |   |   | 1,202,512 |   |
|        Payment  on loan payable                                                         |   | (32,200                         | )      |   | -                                                                          |   |   | (32,200 | ) |
|        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                                                                       |   | 70,444                          |   |   | 67,064                                                                     |   |   | 2,343,641 |   |
|                                                                                                             |   |                            |   |   |                                                                       |   |   |   |   |
| Increase  (decrease) in cash during the period                                                                   |   | (1,398                          | )      |   | 709                                                                        |   |   | 539 |   |
| Cash,  beginning of the period                                                                                   |   | 1,937                           |   |   | 161                                                                        |   |   | - |   |
| Cash,  end of the period                                                                                         | $      | 539                             |   | $      | 870                                                                        |   | $ | 539 |   |
|                                                                                                             |   |                            |   |   |                                                                       |   |   |   |   |
| **Supplementary disclosure of cash flows:**                                                                      |   |                            |   |   |                                                                       |   |   |   |   |
|        Cash paid for  Interest                                                          | $      | -                               |   | $      | -                                                                          |   | $ | 93,859 |   |
|        Non-cash  financing and investing activities:                                    |   |                            |   |   |                                                                       |   |   |   |   |
|        Common shares  issued for conversion of liabilities                              | $      | 367,434                         |   | $      | -                                                                          |   | $ | 367,434 |   |
|                                                                                                             |   |                            |   |   |                                                                       |   |   |   |   |

The accompanyingnotes are an integral part of the unaudited financial statements.

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**STRATEGIC  INTERNET INVESTMENTS, INCORPORATED**  (A Development Stage Company)NOTES TO THE INTERIM FINANCIAL  STATEMENTS September 30, 2013 (Unaudited) 

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

|   | The Company is in thedevelopment stage and is devoting its efforts to exploring new investmentopportunities, including real estate development projects. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Certain prior yearamounts have been reclassified to conform to the current year presentation. |
|--------|-----------------------------------------------------------------------------------------------|

|   | These financial statements havebeen prepared in accordance with generally accepted accounting principlesapplicable to a going concern, which assumes that the Company will be able tomeet its obligations and continue its operations for its next fiscal year.Realization values may be substantially different from carrying values as shownand these financial statements do not give effect to adjustments that would benecessary to the carrying values and classification of assets and liabilitiesshould the Company be unable to continue as a going concern. At September 30,2013, the Company had not yet achieved profitable operations, has anaccumulated deficit of $13,010,505 since its inception, has a working capitaldeficiency of $1,348,302 and expects to incur further losses in the developmentof its business, all of which casts substantial doubt about the Company’s abilityto continue as a going concern. Management anticipates that it requiresapproximately $85,000 over the twelve months ended September 30, 2014 tocontinue operations as well as the Company estimates it will accrue interestexpenses of $73,000 over the next 12 months on loans due to related parties. Inaddition to funding the Company’s general, administrative and corporateexpenses the Company is obligated to address its current obligations totalling $1,348,841.To the extent that cash needs are not achieved from operating cash flow andexisting cash on hand, the Company will be required to raise necessary cashthrough shareholder loans, equity issuances and/or other debt financing.Amounts raised will be used to continue the development of the Company'sinvestment activities, and for other working capital purposes. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | The Company’s ability to continueas a going concern is dependent upon its ability to generate future profitableoperations and/or to obtain the necessary financing to meet its obligations andrepay its liabilities arising from normal business operations when they comedue. Management has no formal plan in place to address this concern butconsiders that the Company will be able to obtain additional funds by equityfinancing and/or related party advances; however there is no assurance ofadditional funding being available. The Company has historically satisfied itscapital needs primarily by issuing equity securities. Management plans tocontinue to provide for its capital needs during the twelve months ended September30, 2014, by issuing equity securities and/or related party advances. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | The accompanying unaudited interimfinancial statements have been prepared by the Company pursuant to the rulesand regulations of the United States Securities and Exchange Commission.Certain information and disclosures normally included in annual financialstatements prepared in accordance with accounting principles generally acceptedin the United States of America have been condensed or omitted pursuant to suchrules and regulations. In the opinion of management, all adjustments anddisclosures necessary for a fair presentation of these financial statementshave been included. Such adjustments consist of normal recurring adjustments.These interim financial statements should be read in conjunction with theannual audited financial statements of the Company for the fiscal year endedDecember 31, 2012, included in the Company’s 10-K Annual Report as filed withthe United States Securities and Exchange Commission. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | The results of operations for the periodended September 30, 2013 are not indicative of the results that may be expectedfor the full year. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------|

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**STRATEGIC  INTERNET INVESTMENTS, INCORPORATED**(A Development Stage Company)NOTES TO THE INTERIM FINANCIAL  STATEMENTS September 30, 2013 (Unaudited) 

| 2. | Loans Payable- RelatedParty |
|----|-----------------------------|

|   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   | September 30, |   |   | December 31, |   |
|--------|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|---------------|--------|--------|--------------|--------|
|   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   | 2013          |   |   | 2012         |   |
|   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |          |   |   |         |   |
|   | a)       | Loan  payable to a company controlled by a director of the Company including  accrued interest of $11,771 (December 31, 2012 - $10,198).  The loan is  unsecured, bearing interest at 12% per annum and is repayable on demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | $      | 18,572        |   | $      | 17,000       |   |
|   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |          |   |   |         |   |
|   | b)       | Loans  payable to companies controlled by directors of the Company.  The loans are  unsecured, non-interest bearing, and repayable upon demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   | 391,070       |   |   | 320,625      |   |
|   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |          |   |   |         |   |
|   | c)       | Loan  payable to a company controlled by a director of the Company, including  accrued interest payable of $126,520 (December 31, 2012 - $105,848), 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. Each warrant is exercisable for  a period of 2 years from the date of conversion at a price ranging from $0.05  to $0.23. The principal sum of $163,766 may be converted into 2,320,858  units. 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.  |   |   | 290,286       |   |   | 269,614      |   |
|   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |          |   |   |         |   |
|   | d)  | Loan  payable to a company controlled by a director of the Company, including  accrued interest of $188,064 (December 31, 2012 - $156,497), 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.  Each warrant is  exercisable for a period of 2 years from the date of conversion at a price  ranging from $0.05 to $0.12. The principal sum of $255,209 may be converted  into 4,526,436 units.  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.     |   |   | 443,273       |   |   | 411,706      |   |
|   |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |          |   |   |         |   |
|   |     | TOTAL LOANS PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   | $      | 1,143,201     |   | $      | 1,018,945    |   |

----

**STRATEGIC  INTERNET INVESTMENTS, INCORPORATED**(A Development Stage Company)NOTES TO THE INTERIM FINANCIAL  STATEMENTS September 30, 2013 (Unaudited) 

| 3. | Capital Stock |
|----|---------------|

|   | Duringthe period ended September 30, 2013, the Company issued common shares asfollows: |
|--------|----------------------------------------------------------------------------------------|

|   | a) | On August 21, 2012 theCompany entered into a Management Services Agreement with a director (the“Director”) and an arm’s length consultant (the “Consultant”), for a term of 12months commencing on October 1, 2012.  As partial remuneration for the managementand consulting services the Company agreed to issue 320,000 restricted commonshares to the Director, and 480,000 restricted common shares to the Consultant.The Company recognized share based compensation of $264,000 as of September 30,2013. |
|--------|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | b) | On August 21, 2012 theCompany entered into a Consulting Services Agreement with an arm’s lengthconsultant (the “Consultant”), for a term of 12 months commencing on October 1,2012. As partial remuneration for the consulting services the Company agreed toissue 300,000 restricted common shares to the Consultant. The Companyrecognized share based compensation of $99,000 as of September 30, 2013. |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | c) | On February 19, 2013the Company issued a total of 5,249,065 restricted common shares at $0.33 pershare as settlement of accounts payable due to a director of the Company, acompany controlled by a director of the Company, in respect of unpaidmanagement and consulting fee debts totaling $350,214, plus a $17,220 debt owedto an arm’s length creditor.  Of the accounts payable settled, $321,057 waspursuant to two Management Services Agreements with related parties. The settlementof accounts payable totaling $367,434 resulted in a loss on settlement ofpayables in the amount of $1,364,757. The accounts payable settlement included:$165,019 due to a director of the Company for previous year’s management fees;$185,194 due to a company controlled by a director of the Company for previousyear’s management fees, consulting fees, and office expenses, plus a $17,220debt owed to an arm’s length creditor. |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | d) | On March 15, 2013 theCompany entered into two Consulting Services Agreement with two arm’s lengthconsultants (the “Consultants”), for a term of 12 months commencing on March15, 2013. As remuneration for the consulting services the Company agreed toissue 600,000 restricted common shares to each Consultant.  These shares were valuedon March 15, 2013 at $0.49 per share based on the quoted market price on thatdate. The Company recognized the full expense of $588,000 on the shares. |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | No shares were issuedduring the period ended September 30, 2012. |
|--------|------------------------------------------------------------------|

|   | Stock Option Plan |
|--------|-------------------|

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

----

**STRATEGIC  INTERNET INVESTMENTS, INCORPORATED**(A Development Stage Company)NOTES TO THE INTERIM FINANCIAL  STATEMENTS September 30, 2013 (Unaudited) 

| 3. | Capital Stock – (cont’d) |
|----|--------------------------------------|

|   | Stock-based Compensation |
|--------|--------------------------|

|   | The fair value of eachoption grant is estimated on the date of the grant using the Black-Scholesoption valuation model. The Black-Scholes option valuation model requires theinput of highly subjective assumptions including the expected pricevolatility. Changes in the subjective input assumptions can materially affectthe fair value estimate and therefore the Black-Scholes model does not necessarilyprovide a reliable single measure of the fair value of the Company’s sharepurchase options. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | On October 15, 2012,the Company granted 4,140,000 share purchase options to directors, employees,and consultants of the Company at $0.10 per share, which was $0.13 lower thanthe Company’s common stock price on the date of grant. All options have beengranted with a term of 5 years, expiring on October 15, 2017. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Of these 4,140,000 sharepurchase options granted in fiscal 2012, 2,940,000 share purchase options weresubsequently cancelled in November 2012. The cancelled options were originallyissued to one arm’s length consultant and two directors. The Company re-issuedthe 2,940,000 options to the same parties at $0.12 per share on January 16,2013, being the closing price of the Company’s common stock on that date, witha term of 5 years expiring on January 16, 2018. In accordance with GAAP, thesere-issued options were treated as a change in the expiry date and exerciseprice of the original options granted on October 15, 2012. The modification ofthese options did not result in any additional charges to compensationexpenses. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | During the periodended September 30, 2013, except as noted above, the Company did not grant anystock options to directors, employees, or consultants. No options were grantedin the period ended September 30, 2012. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Duringthe period ended September 30, 2013, the change in share purchase optionsoutstanding are as follows: |
|--------|------------------------------------------------------------------------------------------------------------|

|   |                                       | Options     | Weighted   Average   Exercise   Price | Aggregate   Intrinsic  Value |
|--------|--------------------------------------------|-------------|---------------------------------------------------------------------|--------------------------------------------------|
|   |                                       |        |                                                                |                                             |
|   | Options  outstanding at December 31, 2011  | 3,125,000   | $0.15                                                               | $-                                               |
|   | Granted  during the year                   | 4,140,000   | $0.10                                                               | $-                                               |
|   | Cancelled during the year                  | (6,065,000) | $0.15                                                               | $-                                               |
|   | Options  outstanding at December 31, 2012  | 1,200,000   | $0.10                                                               | $-                                               |
|   | Granted  during the period                 | 2,940,000   | $0.12                                                               | $-                                               |
|   | Options  outstanding at September 30, 2013 | 4,140,000   | $0.11                                                               | $707,100                                         |

|   | As at September 30,2013, the Company had share purchase options outstanding as follows: |
|--------|-----------------------------------------------------------------------------------------|

|   | Expiry Date                | Exercise Price | Number of Options |
|--------|----------------------------|----------------|-------------------|
|   |                       |           |              |
|   | October 15, 2017           | $0.10          | 1,200,000         |
|   | January 16, 2018           | $0.12          | 2,940,000         |
|   |                       |           |              |
|   | Total  options outstanding |           | 4,140,000         |

|   | As at September 30,2013 and December 31, 2012 all of the outstanding share purchase options wereexercisable. |
|--------|--------------------------------------------------------------------------------------------------------------|

----

**STRATEGIC  INTERNET INVESTMENTS, INCORPORATED**(A Development Stage Company)NOTES TO THE INTERIM FINANCIAL  STATEMENTS September 30, 2013 (Unaudited) 

| 4. | RelatedParty Transactions |
|----|---------------------------|

|   | AtSeptember 30, 2013, accounts payable includes $107,893 (December 31, 2012 - $461,755)due to a director of the Company and a company with a director in common inrespect of unpaid management fees and expenses incurred on behalf of theCompany. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | AtSeptember 30, 2013, accounts payable also includes $15,527 (December 31, 2012 -$15,527) of expenses for operating costs paid on behalf of the Company bycompanies with directors in common. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | On August 21, 2012 the Companyentered into a Management Services Agreement with a director (the “Director”)and an arm’s length consultant (the “Consultant”), for a term of 12 monthscommencing on October 1, 2012. As partial remuneration for the managementservices the Company agreed to issue 320,000 restricted common shares to theDirector. The Company also agreed to pay the Director $20 per hour for timespent on the affairs of the Company, pursuant to which during the period endedSeptember 30, 2013, the Company has paid or accrued management fees of $1,100(2012 – $Nil). The shares were valued at $0.33 for a total value of $105,600. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | During the period ended September30, 2013, the Company paid or accrued management fees of $17,150 (September 30,2012 - $Nil) to a director, and to a director and officer of the Company. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

**2.    ****Management’sDiscussion and Analysis of Financial Condition and Results of Operations**

****The followingdiscussion should be read in conjunction with our unaudited interim financialstatements and the related notes that appear elsewhere in this quarterlyreport. The following discussion contains forward-looking statements thatreflect our plans, estimates and beliefs. Our actual results could differmaterially from those discussed in the forward looking statements. Factors thatcould cause or contribute to such differences include those discussed below andelsewhere in this annual report.  

Our unaudited interim financialstatements are stated in United States dollars and are prepared in accordancewith United States generally accepted accounting principles (“GAAP”). 

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

Plan of Operation

The Company has beendevoting its business efforts to real estate development projects.  The Companywill continue to explore new investment opportunities, including real estatedevelopment projects, during its 2013 fiscal year.

On August 20, 2012,Strategic Internet Investments, Incorporated (“SIII”) signed a Letter of Intent(the "LOI") with G7 Entertainment Limited (“G7”), a private companycontrolled by Mr. Abbas Salih, a director and officer of SIII. The LOI sets outthe terms and conditions that will allow SIII to acquire certain real estateassets located in the United Kingdom (“UK”). The assets are held under contractualrights by G7 as outlined within various Joint Venture Agreements (the "JVAgreements ") between G7 and four UK corporations. The JV Agreements outlinethe terms and conditions of the formation of a joint venture between G7 and therespective real estate owners whereby G7 intends to facilitate the refinancing ofexisting mortgages in exchange for a 60% interest in each Joint Venture, whichJoint Venture will hold title to the real estate assets. 

The LOI outlines theterms and conditions whereby SIII can purchase a 100% interest in the assets ata discounted price (the “SIII Purchase Price”) to the Fair Market Price. TheFair Market Price is to be determined by a mutually acceptable, independentprofessional real estate evaluator experienced in evaluating the type of assetsto be purchased by SIII. The LOI states that the SIII Purchase Price will beequal to the fair market price, as outlined above, minus a discount that willbe calculated to be 25% of the total equity contained within the assets (equityFair Market Price less outstanding mortgage(s) and/or other existing debt ofthe of the Assets).

The LOI allows forongoing due diligence which is in process and the completion of a formalpurchase agreement between the respective parties.

SIII intends to fund theacquisition of the assets by securing funding by way of equity and or debt financingand cannot predict with any certainty that such funding efforts will besuccessful and therefore provides a cautionary statement that the success ofthe contemplated acquisition cannot be assured.

On February 20, 2013, SIIIsigned a Memorandum of Understanding (the "MOU") with the followingparties: Gary Keeley, Anjum Ahmed, Kevin O’Brien, Milton Thompson and G7Entertainment Limited (“G7”), a non-arms length private British ColumbiaCorporation majority controlled by Mr. Abbas Salih, a director and officer ofSIII. The MOU sets out the terms and conditions that will allow SIII to acquireup to a majority 80% interest in a private company that will be formed asSpecial Purpose Vehicle (the “SPV”), in return for funding up to USD $4 millionof the SPV’s initial business development.

The SPV will acquirethe exclusive worldwide intellectual property (IP) licensing rights, permittingit to design, manufacture (outsourced), market and license out secure RFiD(Radio Frequency Identification) patented security authorization systemsdeveloped and patented by Mr. Milton Thompson.

SIII intends to fundthe SPV’s business development by securing funding by way of equity and or debtfinancing and cannot predict with any certainty whether such funding effortswill be successful, and therefore provides a cautionary statement that thesuccess of the contemplated acquisition cannot be assured.

----

Our estimated cashexpenses over the next twelve months are as follows:

|   | Accounting, audit, and legal  fees   | $66,000 |
|--------|--------------------------------------|---------|
|   | General and administrative  expenses | 4,000   |
|   | Regulatory and transfer agent  fees  | 15,000  |
|   |                                 | $85,000 |

The Company also estimates it willaccrue interest expenses of $73,000 over the next 12 months on loans due torelated parties. It is not anticipated the interest will be paid in cash during2013, and therefore interest has been excluded from the above list of cashexpenses.

To date we have funded our operations primarily withloans from shareholders and issue new equity. In addition to funding theCompany’s general, administrative and corporate expenses the Company isobligated to address its current obligations totalling $1,348,841. To the extentthat cash needs are not achieved from operating cash flow and existing cash onhand, the Company will be required to raise necessary cash through shareholderloans, equity issuances and/or other debt financing. Amounts raised will beused to continue the development of the Company's investment activities, andfor other working capital purposes, which may be dilutive to existingshareholders. The Company currently has no agreement in place to raise fundsfor current liabilities and no guarantee can be given that we will be able toraise funds for this purpose on terms acceptable to the company.  Failure toraise funds for general, administrative and corporate expenses and currentliabilities could result in a severe curtailment of the Company’s operations.

Any advance in thereal estate development strategy set-out herein will require additional funds. These funds may be raised through equity financing, debt financing or othersources which may result in further dilution of the shareholders percentage ownershipin the company. See “Future Financing” below.

Results of Operations

During the quarterended September 30, 2013, the Company incurred general and administrativeexpenses totaling $432,474 compared to $35,502 during the same period of theprevious year.

The volume oftransactions and business activities has changed little compared to the prioryear. The significant changes in our general and administrative expenses forthe three month period ended September 30, 2013 when compared to the threemonth period ended September 30, 2012 was primarily due to: 

|   | a) | The 2013 accountingand audit fees are $6,570compared to $9,397 in the 2012 period. The $2,827 increase in accounting andaudit fees from 2013 to 2012 is mainly due to a decrease the fees charged by accountantsfor the preparation and review of the Company’s quarterly financial statements. |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | b) | Consulting fees relateto two consultants engaged in October 2012 to provide corporate developmentservices and two consultants engaged in March 2013 to provide public relationsand promotional services. These consultants were remunerated, in whole or inpart by, the issuance of restricted common shares and stock options. Theconsulting fees for the quarter ended September 30, 2013 were $373,350; therewere no consulting agreements in the comparative 2012 fiscal period and no feesincurred. |
|--------|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | c) | Management fees relateto a director engaged in October 2012 to provide general management andadministrative services. This director was remunerated by the issuance ofrestricted common shares and stock options, plus a fee of $20 per hour for timespent directly managing the Company’s affairs. In addition, in January 2013, theCompany agreed to pay a director/officer a monthly management stipend. Themanagement fees for the period ended September 30, 2013 were $31,200; therewere no management agreements in the comparative 2012 fiscal period and no feesincurred. |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | d) | Interest on loansincreased by $1,758, this is attributed to the compounding effect of thequarterly interest calculation as the Company has not been making any paymentson these debts. |
|--------|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | e) | Regulatory fees relateto fees charged by EDGAR/SEDAR regulatory filing service providers for makingsubmissions to the regulatory authorities, as well as fees paid to theregulators themselves. In the quarter ended September 30, 2013 there was a $2,524decrease in these fees primarily due fewer regulatory filings in the 2013period compared to the 2012 period. |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

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

As of September 30,2013, the Company had total current assets of $539 and total liabilities of $1,348,841.The Company had cash of $539 and a working capital deficiency of $1,348,302 asof September 30, 2013 compared to cash on hand of $1,937 and a working capitaldeficiency of $1,594,921, for the year ended December 31, 2012.  We anticipatethat we will incur approximately $85,000 for cash operating expenses, includingprofessional, legal and accounting expenses associated with our reportingrequirements under the Exchange Act during the next twelve months. In additionto funding the Company’s general, administrative and corporate expenses theCompany is obligated to address its current obligations totaling $1,348,841. Tothe extent that cash needs are not achieved from operating cash flow andexisting cash on hand, the Company will be required to raise necessary cashthrough shareholder loans, equity issuances and/or other debt financing.Amounts raised will be used to continue the development of the Company'sinvestment activities, and for other working capital purposes. Accordingly, wewill need to obtain additional financing in order to continue our plannedbusiness activities.

Cash used in operating activities for the nine months endedSeptember 30, 2013 was $71,698 as compared to cash used by operating activitiesfor the same period in 2012 of $66,355.  The increase in cash used inoperating activities was primarily due to decreases in accounting and audit fees.

The Company has thefollowing loans outstanding as of September 30, 2013:

A $18,572 loan payableto a company controlled by a director of the Company including accrued interestof $11,771 (December 31, 2012 - $17,000).  The loan is unsecured, bearinginterest at 12% per annum and is repayable on demand.

Loans payable of $391,070to companies controlled by directors of the Company. These loans are unsecured,non-interest bearing, and repayable upon demand.

A $290,286 loanpayable to a company controlled by a director of the Company, including accruedinterest payable of $126,520 (December 31, 2012 - $105,848), pursuant to aConvertible Loan Agreement.  The loan is unsecured, bearing interest at 10% perannum and is repayable on demand.  The lender may at anytime convert theprincipal sum into units of the Company.  Each unit will consist of one commonshare plus one common share purchase warrant.  The principal sum of $163,766may be converted into 2,320,858 units.  Conversion of these loans and resultingassociated warrants to equity will be based on the conversion price set at thetime the principal amount was drawn ranging from $0.05 to $0.23.  

A $443,273loan payable to a company controlled by a director of the Company, includingaccrued interest of $188,064 (December 31, 2012 - $156,497), pursuantto a Convertible Loan Agreement.  The loan is unsecured, bearing interest at10% per annum and is repayable on demand.  The lender may at anytime convertthe principal sum into units of the Company.  Each unit will consist of onecommon 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 andresulting associated warrants to equity will be based on the conversion priceset at the time the principal amount was drawn ranging from $0.05 to $0.12. 

**Going Concern**

The unaudited financial statements accompanying thisreport have been prepared on a going concern basis, which implies that ourcompany will continue to realize its assets and discharge its liabilities andcommitments in the normal course of business. Our company has not generatedrevenues since inception and has never paid any cash dividends and is unlikelyto pay cash dividends or generate earnings in the immediate or foreseeablefuture. The continuation of our company as a going concern is dependent uponthe continued financial support from related party advances, the ability of ourcompany to obtain necessary equity financing to achieve our operatingobjectives, and the attainment of profitable operations. As of September 30,2013, we had cash of $539 and we estimate that we will require approximately $85,000to fund our business operations over the next twelve months.  In addition tofunding the Company’s general, administrative and corporate expenses theCompany is obligated to address its current obligations totalling $1,348,841.To the extent that cash needs are not achieved from operating cash flow andexisting cash on hand, the Company will be required to raise necessary cashthrough shareholder loans, equity issuances and/or other debt financing.Amounts raised will be used to continue the development of the Company'sinvestment activities, and for other working capital purposes.  

----

Accordingly, we do not havesufficient funds for planned operations and we will be required to raiseadditional funds for operations.

Thesecircumstances raise substantial doubt about our ability to continue as a goingconcern, as described in the Note 1 of our September 30, 2013 unauditedfinancial statements. The financial statements do not include any adjustmentsthat might result from the outcome of that uncertainty. The continuation ofour business is dependent upon us raising additional financial support. Theissuance of additional equity securities by us could result in a significantdilution in the equity interests of our current stockholders. Obtainingcommercial loans, assuming those loans would be available, will increase ourliabilities and future cash commitments.

There areno assurances that we will be able to obtain further funds required for ourcontinued operations. We are pursuing various financing alternatives to meetour immediate and long-term financial requirements. There can be no assurancethat 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 toobtain the additional financing on a timely basis, we will be forced to scaledown or perhaps even cease the operation of our business. 

**Future Financings**

As of September30, 2013,we had cash of $539 and we estimate that we will require approximately $85,000to fund our business operations over the next twelve months. In addition tofunding the Company’s general, administrative and corporate expenses theCompany is obligated to address its current obligations totaling $1,348,841.Accordingly, we do not have sufficient funds for planned operations and we willbe required to raise additional funds for operations.  We anticipate continuingto rely on equity sales of our common shares or shareholder loans in order tocontinue to fund our business operations. Issuances of additional shares willresult in dilution to our existing stockholders. There is no assurance that wewill achieve any additional sales of our equity securities or arrange for debtor 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 sheetarrangements that have or are reasonably likely to have a current or futureeffect on the company's financial condition, change in financial condition,revenues or expenses, results of operations, liquidity, capital expenditures orcapital resources that are material to investors.  The term "off-balancesheet arrangement" generally means any transaction, agreement, or othercontractual arrangement to which an entity unconsolidated with the Company is aparty under which the Company has (i) any obligation arising under a guaranteecontract, derivative instrument or variable interest; or (ii) a retained orcontingent interest in assets transferred to such entity or similar arrangementthat serves as credit, liquidity or market risk support for such assets.

**3.    ****Quantitativeand Qualitative Disclosures About Market Risk**

The Company has  no market risk sensitive instruments.

**4.    ****Controls andProcedures**

As required by Rule13(a)-15 under the Exchange Act, in connection with this quarterly report onForm 10-Q, under the direction of our Chief Executive Officer and ChiefFinancial Officer, we have evaluated our disclosure controls and procedures asof September 30, 2013,our disclosure controls and procedures were ineffective. As of the date of thisfiling, we are still in the process of remediating such material weaknesses inour internal controls and procedures. Additionally, we are currently inactiveas we seek new business opportunities. 

It should be notedthat while our management believes our disclosure controls and proceduresprovide a reasonable level of assurance, they do not expect that our disclosurecontrols and procedures or internal controls will prevent all error and allfraud. A control system, no matter how well conceived or operated, can provideonly reasonable, not absolute, assurance that the objectives of the controlsystem are met. Further, the design of a control system must reflect the factthat there are resource constraints, and the benefits of controls must beconsidered relative to their costs. Because of the inherent limitations in allcontrol systems, no evaluation of controls can provide absolute assurance thatall control issues and instances of fraud, if any, within our company have beendetected. These inherent limitations include the realities that judgments indecision making can be faulty, and that breakdowns can occur because of simpleerror 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 changesin our internal control over financial reporting during the period ended September30, 2013 that have materially affected or are reasonably likely to materiallyaffect, our internal control over financial reporting.

----

**Part II – Other Information**

**1.    ****Legal Proceedings**

On  January 24, 2013, a vendor filed a claim against the Company for unpaid filing  services invoices in the amount of $5,124.00, plus court costs of $326.00. The  Company disputes the charges by the vendor on one of the invoices. The full  amount of all the unpaid invoices are included in accounts payable at September  30, 2013.

We know of no other material,active, or pending legal proceeding against our Company, nor are we involved asa plaintiff in any material proceeding or pending litigation where such claimor action involves damages for more than 10% of our current assets. There areno proceedings in which any of our Company’s directors, officers, oraffiliates, or any registered or beneficial shareholders, is an adverse partyor has a material interest adverse to our company’s interest.

**1.ARisk Factors**

Not applicable

**2.    ****Unregistered Sales ofEquity Securities**

Sales of SecuritiesWithout Registration Under the Securities Act of 1933

 On August 10, 2003 the Company entered into a Convertible Loan FacilityAgreement with Star Leisure & Entertainment Inc. (“Star Leisure”), acompany controlled by a Director and Officer of Strategic, whereby the Companywould, from time to time, borrow operating funds from Star Leisure, at aninterest rate of 10%, repayable on demand. The lender has the right to convertall or part of the principal sum into units at a conversion rate which iscalculated at a discount to the average closing market price for ten dayspreceding a loan advance. Each unit consists of one common share of the Companyand one non-transferable share purchase warrant, expiring 2 years from theconversion date, exercisable at the applicable conversion rate. On August 31,2008 the Company entered into agreements to transfer previous advances andaccrued interest to convertible loans under the Convertible Loan FacilityAgreement. At September 30, 2013, the Star Leisure loan principal was $255,209.The loan principal is convertible into 4,526,436 units at conversion priceranging 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 intounits as of September 30, 2013. This transaction is with an offshore non-U.S.person; accordingly, these securities are exempt from registration pursuant toRegulation S.

On May 5, 2006 theCompany entered into a Convertible Loan Facility Agreement with CMB InvestmentsLtd. (“CMB”), a company controlled by a Director of Strategic, whereby theCompany would, from time to time, borrow operating funds from CMB, at aninterest rate of 10%, repayable on demand. The lender has the right to convertall or part of the principal sum into units at a conversion rate which iscalculated at a discount to the average closing market price for ten dayspreceding a loan advance. Each unit consists of one common share of the Companyand one share purchase warrant, expiring 2 years from the conversion date,exercisable at the applicable conversion rate. At September 30, 2013, the CMBloan principal was $163,766. The loan principal is convertible into 2,320,858units. Conversion of this loan and associated warrants to equity will be at aprice ranging from $0.05 to $0.23. CMB has not converted any part of theprincipal sums advanced into units as of September 30, 2013. This transactionis with an offshore non-U.S. person; accordingly, these securities are exemptfrom registration pursuant to Regulation S.

Purchase of Equity Securities bythe Issuer and Affiliated Purchasers

We did not purchase any of ourshares of common stock or other securities during the period ended September30, 2013.

----

**3.    ****Defaults Upon SeniorSecurities**

**         **–  None

**4.    ****Submission of Mattersto a Vote of Security Holders**

**         **–  None

**5.    ****Other Information**

**         **–  None

**6.    ****Exhibits**

| **Table of Exhibit  Items** | **Description**                                                                                | **Exhibit**  |
|-----------------------------|------------------------------------------------------------------------------------------------|--------------|
|                        |                                                                                           |         |
| 601-3(i)                    | Articles  of Incorporation                                                                     | Note 1       |
| 601-(3)(ii)                 | Bylaws                                                                                         | Note 1       |
| 601-(3)(iii)                | Certificate  of Amendment                                                                      | Note 1       |
| 601-(10)                    | Stock  Award Plan                                                                              | Note 2       |
| 601-(31)                    | Rule  13a-14(a)/15d-14(a) Certifications                                                       | Exhibit 31.1 |
| 601-(32)                    | Section  1350 Certifications                                                                   | Exhibit 32.1 |
|                        |                                                                                           |         |
|                        |                                                                                           |         |
| Note 1:           | Incorporated  by reference to Form 10-KSB Annual Report for the year ending December 31,  2001 |         |
| Note 2:           | Incorporated  by reference to Form 10-KSB Annual Report for the year ending December 31,  2002 |         |

**SIGNATURES**

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.

|   |               |   | **Strategic  Internet Investments, Incorporated** |
|--------|--------------------|--------|---------------------------------------------------|
|   |               |   |                                              |
|   |               |   |                                              |
|   |               |   |                                              |
| Date:  | December  13, 2013 |   | /s/  Abbas Salih                                  |
|   |               |   | Abbas  Salih, CEO, CFO, Director                  |

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