---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF1934

For the Quarterly Period ended **September 30, 2007**

Commission File No. **033-28188**

**STRATEGIC INTERNET INVESTMENTS, INCORPORATED**
  Small Business Issuer

|Delaware                                                       | 84-1116458                   
|-------------------------------------------------------------- | -----------------------------
|State of incorporation                                         | IRS Employer
  Identification
|                                                               |                              
|Suite 250, 1090 West Georgia StreetVancouver, BCCanada V6E 3V7 | 604-684-8662                 
|Address of principal executive offices                         | Issuers telephone
  number  

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months,
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]   No [   ]

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

Common shares outstanding as of October 29, 2007: **26,860,326**

Transitional Small Business Disclosure Format. Yes [  
]   No [X]

PART I  FINANCIAL INFORMATION

Statements made in this report that are not historical or
current facts are "forward-looking statements" made pursuant to the Safe Harbor
Provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section
21E of the Securities Exchange Act of 1934. These statements often can be
identified by the use of terms such as "may", "will", "expect", "believe",
"anticipate", "estimate", "approximate" or "continue" or the negative thereof.

The Company intends that such forward-looking statements be
subject to the Safe Harbors for such statements. The Company wishes to caution
readers not to place undue reliance upon any such forward-looking statement,
which speak only as of the date made. Any forward-looking statement represents
management's best judgment as to what may occur in the future. However,
forward-looking statements are subject to risks, uncertainties and important
factors beyond the control of the Company that could cause actual results and
events to differ materially from historical results of operations and events and
those presently anticipated or projected. The Company disclaims any obligation
to subsequently revise any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.

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1. Financial Statements

















STRATEGIC INTERNET INVESTMENTS, INCORPORATED

(A Development Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2007

(Stated in U.S. Dollars)

(Unaudited)

---

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

|                                                            |   | September 30, |   |   | December 31, |  
|----------------------------------------------------------- | - | ------------- | - | - | ------------ | -
|                                                            |   | 2007          |   |   | 2006         |  
|                                                            |   |               |   |   |              |  
|ASSETS                                                      |   |               |   |   |              |  
|                                                            |   |               |   |   |              |  
|Current                                                     |   |               |   |   |              |  
|Cash                                                        | $ | 263           |   | $ | 10,822       |  
|Prepaid expenses                                            |   | 92,600        |   |   | -            |  
|                                                            |   |               |   |   |              |  
|                                                            |   | 92,863        |   |   | 10,822       |  
|                                                            |   |               |   |   |              |  
|Deferred investment costs  Notes 2 and 4                   |   | 1             |   |   | 1            |  
|                                                            |   |               |   |   |              |  
|                                                            | $ | 92,864        |   | $ | 10,823       |  
|                                                            |   |               |   |   |              |  
|                                                            |   |               |   |   |              |  
|LIABILITIES                                                 |   |               |   |   |              |  
|                                                            |   |               |   |   |              |  
|Current                                                     |   |               |   |   |              |  
|Accounts payable  Note
      6                             | $ | 321,163       |   | $ | 137,675      |  
|Due to related party  Note 6                               |   | 15,527        |   |   | 15,527       |  
|Loans payable  Note 3                                      |   | 364,145       |   |   | 318,943      |  
|                                                            |   |               |   |   |              |  
|                                                            |   | 700,835       |   |   | 472,145      |  
|                                                            |   |               |   |   |              |  
|STOCKHOLDERS DEFICIENCY                                    |   |               |   |   |              |  
|                                                            |   |               |   |   |              |  
|Capital Stock  Notes 3, 4, and 6                           |   |               |   |   |              |  
|Class A Convertible Preferred stock,
      $0.001 par value |   |               |   |   |              |  
|10,000,000 authorized, 198,000 outstanding                  |   | 198           |   |   | 198          |  
|Class B Preferred stock, $0.001 par
      value             |   |               |   |   |              |  
|10,000,000 authorized, none outstanding                     |   |               |   |   |              |  
|Common stock, $0.001 par value                              |   |               |   |   |              |  
|100,000,000 authorized                                      |   |               |   |   |              |  
|26,860,326
      outstanding (2006: 25,960,326 outstanding) |   | 26,859        |   |   | 25,959       |  
|Additional paid-in capital                                  |   | 8,104,828     |   |   | 7,874,856    |  
|Deficit
      accumulated during the development stage      |   | (8,739,856    | ) |   | (8,362,335   | )
|                                                            |   |               |   |   |              |  
|                                                            |   | (607,971      | ) |   | (461,322     | )
|                                                            |   |               |   |   |              |  
|                                                            | $ | 92,864        |   | $ | 10,823       |  

SEE ACCOMPANYING NOTES

---

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

|                                        |   |                    |   |   |                   |   |   |                  |   |   |            |   |   | Cumulative     |  
|--------------------------------------- | - | ------------------ | - | - | ----------------- | - | - | ---------------- | - | - | ---------- | - | - | -------------- | -
|                                        |   |                    |   |   |                   |   |   |                  |   |   |            |   |   | from February  |  
|                                        |   |                    |   |   |                   |   |   |                  |   |   |            |   |   | 28, 1989 (Date |  
|                                        |   | Three months ended |   |   | Nine months ended |   |   | of Inception) to |  
|                                        |   | September 30,      |   |   | September 30,     |   |   | September 30,    |  
|                                        |   | 2007               |   |   | 2006              |   |   | 2007             |   |   | 2006       |   |   | 2007           |  
|                                        |   |                    |   |   |                   |   |   |                  |   |   |            |   |   |                |  
|General and Administrative Expenses     |   |                    |   |   |                   |   |   |                  |   |   |            |   |   |                |  
|Accounting and audit fees               | $ | 11,207             |   | $ | 10,363            |   | $ | 37,656           |   | $ | 28,405     |   | $ | 245,274        |  
|Amortization                            |   | -                  |   |   | -                 |   |   | -                |   |   | 120        |   |   | 3,616          |  
|Communications                          |   | 520                |   |   | 641               |   |   | 1,229            |   |   | 2,858      |   |   | 102,007        |  
|Consulting fees 
      Note 6          |   | 42,250             |   |   | 48,342            |   |   | 99,640           |   |   | 161,396    |   |   | 2,533,413      |  
|Interest  Notes 3 and 6                |   | 7,840              |   |   | 84,386            |   |   | 22,706           |   |   | 93,786     |   |   | 195,719        |  
|Investor relations                      |   | -                  |   |   | -                 |   |   | -                |   |   | -          |   |   | 91,385         |  
|Legal fees                              |   | -                  |   |   | -                 |   |   | -                |   |   | 5,272      |   |   | 160,089        |  
|Management fees 
      Note 6          |   | 46,350             |   |   | 15,900            |   |   | 139,050          |   |   | 26,400     |   |   | 343,037        |  
|Office and general  Note 6             |   | 282                |   |   | 188               |   |   | 1,232            |   |   | 1,014      |   |   | 141,409        |  
|Regulatory fees                         |   | 483                |   |   | 410               |   |   | 2,872            |   |   | 2,551      |   |   | 24,728         |  
|Rent  Note 6                           |   | 5,680              |   |   | 5,340             |   |   | 16,240           |   |   | 15,878     |   |   | 111,975        |  
|Transfer agent fees                     |   | 551                |   |   | 125               |   |   | 1,421            |   |   | 990        |   |   | 43,018         |  
|Travel                                  |   | -                  |   |   | -                 |   |   | 445              |   |   | -          |   |   | 103,923        |  
|Non-cash compensation
      charge      |   |                    |   |   |                   |   |   |                  |   |   |            |   |   |                |  
| Note 4                                |   | 10,218             |   |   | -                 |   |   | 40,872           |   |   | -          |   |   | 496,607        |  
|                                        |   |                    |   |   |                   |   |   |                  |   |   |            |   |   |                |  
|Loss before the following:              |   | (125,381           | ) |   | (165,695          | ) |   | (363,363         | ) |   | (338,670   | ) |   | (4,596,200     | )
|                                        |   |                    |   |   |                   |   |   |                  |   |   |            |   |   |                |  
|Unauthorized distribution               |   | -                  |   |   | -                 |   |   | -                |   |   | -          |   |   | (69,116        | )
|Termination fee                         |   | -                  |   |   | -                 |   |   | -                |   |   | -          |   |   | (792,000       | )
|Gain (loss) on foreign exchange         |   | (2,565             | ) |   | 38                |   |   | (14,158          | ) |   | (8,103     | ) |   | (26,328        | )
|Gain on settlement of
      debt        |   | -                  |   |   | -                 |   |   | -                |   |   | 9,769      |   |   | 25,233         |  
|Loss on disposal of equipment           |   | -                  |   |   | -                 |   |   | -                |   |   | (1,481     | ) |   | (1,481         | )
|Write-down of deferred
      investment |   |                    |   |   |                   |   |   |                  |   |   |            |   |   |                |  
|costs 
      Note 4                    |   | -                  |   |   | -                 |   |   | -                |   |   | -          |   |   | (34,209        | )
|Write-down of advances
      to         |   |                    |   |   |                   |   |   |                  |   |   |            |   |   |                |  
|related party                           |   | -                  |   |   | -                 |   |   | -                |   |   | -          |   |   | (606,337       | )
|                                        |   |                    |   |   |                   |   |   |                  |   |   |            |   |   |                |  
|Net loss for the
      period           | $ | (127,946           | ) | $ | (331,352          | ) | $ | (377,521         | ) | $ | (338,485   | ) | $ | (6,100,438     | )
|                                        |   |                    |   |   |                   |   |   |                  |   |   |            |   |   |                |  
|Basic loss per share                    | $ | (0.00              | ) | $ | (0.02             | ) | $ | (0.01            | ) | $ | (0.01      | ) |   |                |  
|                                        |   |                    |   |   |                   |   |   |                  |   |   |            |   |   |                |  
|Weighted average number of common       |   |                    |   |   |                   |   |   |                  |   |   |            |   |   |                |  
|shares outstanding                      |   | 26,860,326         |   |   | 25,660,326        |   |   | 26,411,608       |   |   | 25,660,326 |   |   |                |  

SEE ACCOMPANYING NOTES

---

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

|                                                         |   |                   |   |   |                        |   |   | Cumulative from   |  
|-------------------------------------------------------- | - | ----------------- | - | - | ---------------------- | - | - | ----------------- | -
|                                                         |   |                   |   |   |                        |   |   | February 28, 1989 |  
|                                                         |   | Nine months ended |   |   | (Date of Inception) to |  
|                                                         |   | September 30,     |   |   | September 30,          |  
|                                                         |   | 2007              |   |   | 2006                   |   |   | 2007              |  
|                                                         |   |                   |   |   |                        |   |   |                   |  
|Operating Activities                                     |   |                   |   |   |                        |   |   |                   |  
|Net loss for the period                                  | $ | (377,521          | ) | $ | (338,485               | ) | $ | (6,100,438        | )
|Adjustments to reconcile net loss
      to net cash used |   |                   |   |   |                        |   |   |                   |  
|in operating activities:                                 |   |                   |   |   |                        |   |   |                   |  
|Amortization                                             |   | -                 |   |   | 120                    |   |   | 3,616             |  
|Beneficial
      conversion on convertible debt          |   | -                 |   |   | 77,800                 |   |   | 77,800            |  
|Communications                                           |   | -                 |   |   | -                      |   |   | 28,000            |  
|Consulting
      fees                                    |   | 49,600            |   |   | 141,667                |   |   | 2,336,154         |  
|Gain
      on settlement of debt                         |   | -                 |   |   | (9,769                 | ) |   | (25,233           | )
|Legal fees                                               |   | -                 |   |   | -                      |   |   | 25,000            |  
|Loss
      on disposal of equipment                      |   | -                 |   |   | 1,481                  |   |   | 1,481             |  
|Management
      fees                                    |   | -                 |   |   | -                      |   |   | 7,000             |  
|Non-cash
      compensation charge                       |   | 40,872            |   |   | -                      |   |   | 496,607           |  
|Termination
      fees                                   |   | -                 |   |   | -                      |   |   | 792,000           |  
|Write-down
      of advances to related party            |   | -                 |   |   | -                      |   |   | 606,337           |  
|Write-down
      of deferred investment costs            |   | -                 |   |   | -                      |   |   | 34,209            |  
|Changes in non-cash items:                               |   |                   |   |   | -                      |   |   |                   |  
|Prepaid expenses                                         |   | (2,200            | ) |   | -                      |   |   | (2,200            | )
|Accounts
      payable                                   |   | 183,488           |   |   | 11,753                 |   |   | 474,634           |  
|                                                         |   |                   |   |   |                        |   |   |                   |  
|Net cash used in operating activities                    |   | (105,761          | ) |   | (115,433               | ) |   | (1,245,033        | )
|                                                         |   |                   |   |   |                        |   |   |                   |  
|Investing Activities                                     |   |                   |   |   |                        |   |   |                   |  
|Organization costs                                       |   | -                 |   |   | -                      |   |   | (750              | )
|Acquisition of capital assets                            |   | -                 |   |   | -                      |   |   | (4,347            | )
|Deferred investment costs                                |   | -                 |   |   | -                      |   |   | (34,210           | )
|Advances to related party                                |   | -                 |   |   | -                      |   |   | (606,337          | )
|                                                         |   |                   |   |   |                        |   |   |                   |  
|Net cash used in investing activities                    |   | -                 |   |   | -                      |   |   | (645,644          | )
|                                                         |   |                   |   |   |                        |   |   |                   |  
|Financing Activities                                     |   |                   |   |   |                        |   |   |                   |  
|Loans payable                                            |   | 45,202            |   |   | 115,186                |   |   | 717,611           |  
|Due to related parties                                   |   | -                 |   |   | -                      |   |   | 15,526            |  
|Proceeds from issuance of common stock                   |   | 50,000            |   |   | -                      |   |   | 1,162,631         |  
|Payment of offering costs                                |   | -                 |   |   | -                      |   |   | (30,270           | )
|Additional paid-in
      capital                         |   | -                 |   |   | -                      |   |   | 25,442            |  
|                                                         |   |                   |   |   |                        |   |   |                   |  
|Net cash provided
      by financing activities          |   | 95,202            |   |   | 115,186                |   |   | 1,890,940         |  
|                                                         |   |                   |   |   |                        |   |   |                   |  
|Increase (decrease) in cash during the period            |   | (10,559           | ) |   | (247                   | ) |   | 263               |  
|                                                         |   |                   |   |   |                        |   |   |                   |  
|Cash, beginning of
      the period                      |   | 10,822            |   |   | 581                    |   |   | -                 |  
|                                                         |   |                   |   |   |                        |   |   |                   |  
|Cash, end of the
      period                            | $ | 263               |   | $ | 334                    |   | $ | 263               |  
|                                                         |   |                   |   |   |                        |   |   |                   |  
|Supplementary disclosure of cash flows:                  |   |                   |   |   |                        |   |   |                   |  
|Cash paid for Interest                                   | $ | -                 |   | $ | -                      |   | $ | 17,054            |  
|                                                         |   |                   |   |   |                        |   |   |                   |  
|Non-cash Transactions  Note 5                           |   |                   |   |   |                        |   |   |                   |  

SEE ACCOMPANYING NOTES

---

STRATEGICINTERNETINVESTMENTS,INCORPORATED(A Development
Stage Company) INTERIM CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIENCY
For the period from February 28, 1989 (Date of Inception) to September 30,
2007 (Stated in U.S. Dollars) (Unaudited )

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

Contd

SEE ACCOMPANYING NOTES

---

STRATEGICINTERNETINVESTMENTS,INCORPORATED(A Development
Stage Company) INTERIM CONSOLIDATED STATEMENTS OF STOCKHOLDERS
DEFICIENCYFor the period from February 28, 1989 (Date of Inception) to
September 30, 2007 (Stated in U.S. Dollars) (Unaudited )

|                                    |                 |  |              |           |  |           |  |  |             |  |  |            |   |  | Deficit     |   |  |          |  
|----------------------------------- | --------------- |  | ------------ | --------- |  | --------- |  |  | ----------- |  |  | ---------- | - |  | ----------- | - |  | -------- | -
|                                    |                 |  |              |           |  |           |  |  |             |  |  |            |   |  | Accumulated |   |  |          |  
|                                    |                 |  |              |           |  |           |  |  |             |  |  | Additional |   |  | During the  |   |  |          |  
|                                    | Preferred Stock |  | Common Stock |           |  | Paid-In   |  |  | Development |  |  |            |  
|                                    | Shares          |  |              | Par Value |  | Shares    |  |  | Par Value   |  |  | Capital    |   |  | Stage       |   |  | Total    |  
|                                    |                 |  |              |           |  |           |  |  |             |  |  |            |   |  |             |   |  |          |  
|Balance, December 31, 1995          | -               |  |              | -         |  | 116,695   |  |  | 116         |  |  | 108,956    |   |  | (110,500    | ) |  | (1,428   | )
|Net loss                            | -               |  |              | -         |  | -         |  |  | -           |  |  | -          |   |  | (9,068      | ) |  | (9,068   | )
|                                    |                 |  |              |           |  |           |  |  |             |  |  |            |   |  |             |   |  |          |  
|Balance December 31, 1996           | -               |  |              | -         |  | 116,895   |  |  | 116         |  |  | 108,956    |   |  | (119,568    | ) |  | (10,496  | )
|Issuance of stock for cash - $0.011 | -               |  |              | -         |  | 2,000,000 |  |  | 2,000       |  |  | 19,300     |   |  | -           |   |  | 21,300   |  
|Contributed capital                 | -               |  |              | -         |  | -         |  |  | -           |  |  | 600        |   |  | -           |   |  | 600      |  
|Net loss                            | -               |  |              | -         |  | -         |  |  | -           |  |  | -          |   |  | (22,261     | ) |  | (22,261  | )
|                                    |                 |  |              |           |  |           |  |  |             |  |  |            |   |  |             |   |  |          |  
|Balance, December 31, 1997          | -               |  |              | -         |  | 2,116,695 |  |  | 2,116       |  |  | 128,856    |   |  | (141,829    | ) |  | (10,857  | )
|Issuance of stock services          |                 |  |              |           |  |           |  |  |             |  |  |            |   |  |             |   |  |          |  
|- at $0.001                         | -               |  |              | -         |  | 7,000,000 |  |  | 7,000       |  |  | -          |   |  | -           |   |  | 7,000    |  
|- at $0.01                          | -               |  |              | -         |  | 620,000   |  |  | 620         |  |  | 5,580      |   |  | -           |   |  | 6,200    |  
|Net loss                            | -               |  |              | -         |  | -         |  |  | -           |  |  | -          |   |  | (52,308     | ) |  | (52,308  | )
|                                    |                 |  |              |           |  |           |  |  |             |  |  |            |   |  |             |   |  |          |  
|Balance, December 31, 1998          | -               |  |              | -         |  | 9,736,695 |  |  | 9,736       |  |  | 134,436    |   |  | (194,137    | ) |  | (49,965  | )
|Net loss                            | -               |  |              | -         |  | -         |  |  | -           |  |  | -          |   |  | (35,995     | ) |  | (35,995  | )
|                                    |                 |  |              |           |  |           |  |  |             |  |  |            |   |  |             |   |  |          |  
|Balance, December 31, 1999          | -               |  |              | -         |  | 9,736,695 |  |  | 9,736       |  |  | 134,436    |   |  | (230,132    | ) |  | (85,960  | )
|Issuance of stock for cash          |                 |  |              |           |  |           |  |  |             |  |  |            |   |  |             |   |  |          |  
|pursuant to a private placement     |                 |  |              |           |  |           |  |  |             |  |  |            |   |  |             |   |  |          |  
| at $0.30                          | -               |  |              | -         |  | 1,133,334 |  |  | 1,133       |  |  | 338,867    |   |  | -           |   |  | 340,000  |  
|Issue of stock for finders fee      | -               |  |              | -         |  | 50,000    |  |  | 50          |  |  | (50        | ) |  | -           |   |  | -        |  
|Net loss                            | -               |  |              | -         |  | -         |  |  | -           |  |  | -          |   |  | (336,431    | ) |  | (336,431 | )
|Non-cash
      compensation charge  | -               |  |              | -         |  | -         |  |  | -           |  |  | 78,707     |   |  | -           |   |  | 78,707   |  

Contd

SEE ACCOMPANYING NOTES

---

**STRATEGIC INTERNET INVESTMENTS, INCORPORATED**(A Development Stage Company) INTERIM CONSOLIDATED STATEMENTS
OF STOCKHOLDERS DEFICIENCYFor the period from February 28, 1989 (Date of
Inception) to September 30, 2007 (Stated in U.S. Dollars) (Unaudited )

|                                                            |                 |  |              |           |  |            |  |  |             |  |  |            |   |  | Deficit     |   |  |            |  
|----------------------------------------------------------- | --------------- |  | ------------ | --------- |  | ---------- |  |  | ----------- |  |  | ---------- | - |  | ----------- | - |  | ---------- | -
|                                                            |                 |  |              |           |  |            |  |  |             |  |  |            |   |  | Accumulated |   |  |            |  
|                                                            |                 |  |              |           |  |            |  |  |             |  |  | Additional |   |  | During the  |   |  |            |  
|                                                            | Preferred Stock |  | Common Stock |           |  | Paid-In    |  |  | Development |  |  |            |  
|                                                            | Shares          |  |              | Par Value |  | Shares     |  |  | Par Value   |  |  | Capital    |   |  | Stage       |   |  | Total      |  
|                                                            |                 |  |              |           |  |            |  |  |             |  |  |            |   |  |             |   |  |            |  
|Balance December 31, 2000                                   | -               |  |              | -         |  | 10,920,029 |  |  | 10,919      |  |  | 551,960    |   |  | (566,563    | ) |  | (3,684     | )
|Issuance of stock for services - at $0.50                   | -               |  |              | -         |  | 328,356    |  |  | 328         |  |  | 163,851    |   |  | -           |   |  | 164,179    |  
|- at $1.55                                                  | -               |  |              | -         |  | 13,383     |  |  | 13          |  |  | 20,731     |   |  | -           |   |  | 20,744     |  
|- at $3.50                                                  | -               |  |              | -         |  | 366,667    |  |  | 367         |  |  | 1,282,964  |   |  | -           |   |  | 1,283,331  |  
|Issuance of stock for cash pursuant
      to a              |                 |  |              |           |  |            |  |  |             |  |  |            |   |  |             |   |  |            |  
|private placement                
      - at $0.30          | -               |  |              | -         |  | 883,332    |  |  | 883         |  |  | 264,117    |   |  | -           |   |  | 265,000    |  
|Issuance of stock pursuant to the                           |                 |  |              |           |  |            |  |  |             |  |  |            |   |  |             |   |  |            |  
|exercise of warrants              
      - at $2.00         | -               |  |              | -         |  | 28,800     |  |  | 29          |  |  | 57,571     |   |  | -           |   |  | 57,600     |  
|Less: Issue costs                                           | -               |  |              | -         |  | -          |  |  | -           |  |  | (17,858    | ) |  | -           |   |  | (17,858    | )
|Net loss                                                    | -               |  |              | -         |  | -          |  |  | -           |  |  | -          |   |  | (2,296,406  | ) |  | (2,296,406 | )
|Non-cash compensation charge                                | -               |  |              | -         |  | -          |  |  | -           |  |  | 136,378    |   |  | -           |   |  | 136,378    |  
|                                                            |                 |  |              |           |  |            |  |  |             |  |  |            |   |  |             |   |  |            |  
|Balance, December 31, 2001                                  | -               |  |              | -         |  | 12,540,567 |  |  | 12,539      |  |  | 2,459,714  |   |  | (2,862,969  | ) |  | (390,716   | )
|Issuance of stock for prepaid consulting                    |                 |  |              |           |  |            |  |  |             |  |  |            |   |  | -           |   |  |            |  
|- at $0.35                                                  | -               |  |              | -         |  | 80,000     |  |  | 80          |  |  | 27,920     |   |  | -           |   |  | 28,000     |  
|Issuance of stock for deferred investment                   |                 |  |              |           |  |            |  |  |             |  |  |            |   |  |             |   |  |            |  
|costs                                     
      - at $0.05 | -               |  |              | -         |  | 1,300,000  |  |  | 1,300       |  |  | 63,700     |   |  | -           |   |  | 65,000     |  
|Issuance of stock for services - at $0.05                   | -               |  |              | -         |  | 100,000    |  |  | 100         |  |  | 4,900      |   |  | -           |   |  | 5,000      |  
|- at $0.055                                                 | -               |  |              | -         |  | 60,000     |  |  | 60          |  |  | 3,240      |   |  | -           |   |  | 3,300      |  
|- at $0.10                                                  | -               |  |              | -         |  | 105,000    |  |  | 105         |  |  | 10,395     |   |  | -           |   |  | 10,500     |  
|- at $0.148                                                 | -               |  |              | -         |  | 27,000     |  |  | 27          |  |  | 3,973      |   |  | -           |   |  | 4,000      |  
|- at $0.20                                                  | -               |  |              | -         |  | 175,000    |  |  | 175         |  |  | 34,825     |   |  | -           |   |  | 35,000     |  
|- at $0.209                                                 | -               |  |              | -         |  | 17,143     |  |  | 17          |  |  | 3,583      |   |  | -           |   |  | 3,600      |  
|- at $0.35                                                  | -               |  |              | -         |  | 120,000    |  |  | 120         |  |  | 41,880     |   |  | -           |   |  | 42,000     |  
|Issuance of stock for debt      
      - at $0.20           | -               |  |              | -         |  | 458,135    |  |  | 458         |  |  | 91,169     |   |  | -           |   |  | 91,627     |  
|- at $0.209                                                 | -               |  |              | -         |  | 222,751    |  |  | 223         |  |  | 46,156     |   |  | -           |   |  | 46,379     |  
|Net loss                                                    | -               |  |              | -         |  | -          |  |  | -           |  |  | -          |   |  | (214,758    | ) |  | (214,758   | )

Contd

SEE ACCOMPANYING NOTES

---

**STRATEGIC****INTERNET INVESTMENTS,
INCORPORATED**(A Development Stage Company) INTERIM CONSOLIDATED
STATEMENTS OF STOCKHOLDERS DEFICIENCYFor the period from February 28, 1989
(Date of Inception) to September 30, 2007 (Stated in U.S. Dollars)
(Unaudited )

|                                                  |                 |  |              |           |  |            |   |  |             |   |  |            |   |  | Deficit     |   |  |            |  
|------------------------------------------------- | --------------- |  | ------------ | --------- |  | ---------- | - |  | ----------- | - |  | ---------- | - |  | ----------- | - |  | ---------- | -
|                                                  |                 |  |              |           |  |            |   |  |             |   |  |            |   |  | Accumulated |   |  |            |  
|                                                  |                 |  |              |           |  |            |   |  |             |   |  | Additional |   |  | During the  |   |  |            |  
|                                                  | Preferred Stock |  | Common Stock |           |  | Paid-In    |   |  | Development |   |  |            |  
|                                                  | Shares          |  |              | Par Value |  | Shares     |   |  | Par Value   |   |  | Capital    |   |  | Stage       |   |  | Total      |  
|                                                  |                 |  |              |           |  |            |   |  |             |   |  |            |   |  |             |   |  |            |  
|Balance, December 31, 2002                        | -               |  |              | -         |  | 15,205,596 |   |  | 15,204      |   |  | 2,791,455  |   |  | (3,077,727  | ) |  | (271,068   | )
|Non-cash compensation charge                      | -               |  |              | -         |  | -          |   |  | -           |   |  | 53,500     |   |  | -           |   |  | 53,500     |  
|Issue of stock for services at $0.14             | -               |  |              | -         |  | 1,450,000  |   |  | 1,450       |   |  | 201,550    |   |  | -           |   |  | 203,000    |  
|Issue of stock for cash pursuant to a private     |                 |  |              |           |  |            |   |  |             |   |  |            |   |  |             |   |  |            |  
|placement                        
      at $0.10 | -               |  |              | -         |  | 65,000     |   |  | 650         |   |  | 64,350     |   |  | -           |   |  | 65,000     |  
|Net loss                                          | -               |  |              | -         |  | -          |   |  | -           |   |  | -          |   |  | (1,208,941  | ) |  | (1,208,941 | )
|Issued for termination fee - at $4.00             | 198,000         |  |              | 198       |  | -          |   |  | -           |   |  | 791,802    |   |  | -           |   |  | 792,000    |  
|                                                  |                 |  |              |           |  |            |   |  |             |   |  |            |   |  |             |   |  |            |  
|Balance, December 31, 2003                        | 198,000         |  |              | 198       |  | 17,305,596 |   |  | 17,304      |   |  | 3,902,657  |   |  | (4,286,668  | ) |  | (366,509   | )
|Non-cash compensation charge                      | -               |  |              | -         |  | -          |   |  | -           |   |  | 161,450    |   |  | -           |   |  | 161,450    |  
|Issue of stock for cash pursuant to the exercise  |                 |  |              |           |  |            |   |  |             |   |  |            |   |  |             |   |  |            |  
|of share purchase warrants at $0.10              | -               |  |              | -         |  | 320,000    |   |  | 320         |   |  | 31,680     |   |  | -           |   |  | 32,000     |  
| at $0.05                                        | -               |  |              | -         |  | 643,715    |   |  | 644         |   |  | 31,542     |   |  | -           |   |  | 32,186     |  
|Issue of stock for cash pursuant to the exercise  |                 |  |              |           |  |            |   |  |             |   |  |            |   |  |             |   |  |            |  
|of share purchase options  
      at $0.25       | -               |  |              | -         |  | 205,000    |   |  | 205         |   |  | 51,045     |   |  | -           |   |  | 51,250     |  
|Issue of stock for debt       
      at $0.05    | -               |  |              | -         |  | 563,000    |   |  | 563         |   |  | 29,437     |   |  | -           |   |  | 30,000     |  
|
      at $0.06                                  | -               |  |              | -         |  | 825,364    |   |  | 825         |   |  | 47,712     |   |  | -           |   |  | 48,537     |  
|
      at $0.30                                  | -               |  |              | -         |  | 50,000     |   |  | 50          |   |  | 14,950     |   |  | -           |   |  | 15,000     |  
|Issuance of stock for services  at $2.00         | -               |  |              | -         |  | 10,000     |   |  | 10          |   |  | 19,990     |   |  | -           |   |  | 20,000     |  
|
      at $0.35                                  | -               |  |              | -         |  | 350,000    |   |  | 350         |   |  | 122,150    |   |  | -           |   |  | 122,500    |  
|Cancellation of stock issued for deferred         |                 |  |              |           |  |            |   |  |             |   |  |            |   |  |             |   |  |            |  
|Investment costs  at $0.05                       |                 |  |              |           |  | (1,300,000 | ) |  | (1,300      | ) |  | (63,700    | ) |  | -           |   |  | (65,000    | )
|Net loss                                          | -               |  |              | -         |  | -          |   |  | -           |   |  | -          |   |  | (517,324    | ) |  | (517,324   | )

Contd

SEE ACCOMPANYING NOTES

---

**STRATEGIC  INTERNET INVESTMENTS, INCORPORATED**(A Development Stage Company) INTERIM CONSOLIDATED STATEMENTS
OF STOCKHOLDERS DEFICIENCYFor the period from February 28, 1989 (Date of
Inception) to September 30, 2007 (Stated in U.S. Dollars) (Unaudited
)

|                                                        |                 |  |              |           |  |            |  |   |             |  |   |            |   |   | Deficit     |   |   |          |  
|------------------------------------------------------- | --------------- |  | ------------ | --------- |  | ---------- |  | - | ----------- |  | - | ---------- | - | - | ----------- | - | - | -------- | -
|                                                        |                 |  |              |           |  |            |  |   |             |  |   |            |   |   | Accumulated |   |   |          |  
|                                                        |                 |  |              |           |  |            |  |   |             |  |   | Additional |   |   | During the  |   |   |          |  
|                                                        | Preferred Stock |  | Common Stock |           |  | Paid-In    |  |   | Development |  |   |            |  
|                                                        | Shares          |  |              | Par Value |  | Shares     |  |   | Par Value   |  |   | Capital    |   |   | Stage       |   |   | Total    |  
|                                                        |                 |  |              |           |  |            |  |   |             |  |   |            |   |   |             |   |   |          |  
|Balance, December 31, 2004                              | 198,000         |  | $            | 198       |  | 18,972,675 |  | $ | 18,971      |  | $ | 4,348,913  |   | $ | (4,803,992  | ) | $ | (435,910 | )
|Non-cash compensation charge                            | -               |  |              | -         |  | -          |  |   | -           |  |   | 25,700     |   |   | -           |   |   | 25,700   |  
|Issue of stock for cash pursuant to the exercise        |                 |  |              |           |  |            |  |   |             |  |   |            |   |   |             |   |   |          |  
|of share purchase warrants  at $0.07                   | -               |  |              | -         |  | 75,820     |  |   | 76          |  |   | 5,232      |   |   | -           |   |   | 5,308    |  
|
      at $0.10                                        | -               |  |              | -         |  | 357,760    |  |   | 357         |  |   | 35,418     |   |   | -           |   |   | 35,775   |  
|
      at $0.11                                        | -               |  |              | -         |  | 299,724    |  |   | 300         |  |   | 31,270     |   |   | -           |   |   | 31,570   |  
|
      at $0.21                                        | -               |  |              | -         |  | 16,803     |  |   | 17          |  |   | 3,483      |   |   | -           |   |   | 3,500    |  
|Issue of stock for debt  at $0.39                      | -               |  |              | -         |  | 635,901    |  |   | 636         |  |   | 249,524    |   |   | -           |   |   | 250,160  |  
|Issuance of stock for services  at $0.25               | -               |  |              | -         |  | 950,000    |  |   | 950         |  |   | 236,550    |   |   | -           |   |   | 237,500  |  
|
      at $0.36                                        | -               |  |              | -         |  | 100,000    |  |   | 100         |  |   | 35,900     |   |   | -           |   |   | 36,000   |  
|
      at $0.50                                        | -               |  |              | -         |  | 121,000    |  |   | 121         |  |   | 60,379     |   |   | -           |   |   | 60,500   |  
|
      at $0.54                                        | -               |  |              | -         |  | 20,000     |  |   | 20          |  |   | 10,680     |   |   | -           |   |   | 10,700   |  
|
      at $0.84                                        | -               |  |              | -         |  | 50,000     |  |   | 50          |  |   | 41,950     |   |   | -           |   |   | 42,000   |  
|Issuance of stock dividend  at $0.65                   | -               |  |              | -         |  | 4,060,643  |  |   | 4,061       |  |   | 2,635,357  |   |   | (2,639,418  | ) |   | -        |  
|Net loss                                                | -               |  |              | -         |  | -          |  |   | -           |  |   | -          |   |   | (517,270    | ) |   | (517,270 | )
|                                                        |                 |  |              |           |  |            |  |   |             |  |   |            |   |   |             |   |   |          |  
|Balance, December 31, 2005                              | 198,000         |  |              | 198       |  | 25,660,326 |  |   | 25,659      |  |   | 7,720,356  |   |   | (7,960,680  | ) |   | (214,467 | )
|                                                        |                 |  |              |           |  |            |  |   |             |  |   |            |   |   |             |   |   |          |  
|Issue of stock for cash
      pursuant to a private     |                 |  |              |           |  |            |  |   |             |  |   |            |   |   |             |   |   |          |  
|placement                        
       at $0.40      | -               |  |              | -         |  | 200,000    |  |   | 200         |  |   | 79,800     |   |   | -           |   |   | 80,000   |  
|Issue of stock for finders fee 
      at $0.40        | -               |  |              | -         |  | 100,000    |  |   | 100         |  |   | 39,900     |   |   | -           |   |   | 40,000   |  
|Share issue costs                                       | -               |  |              | -         |  | -          |  |   | -           |  |   | (43,000    | ) |   | -           |   |   | (43,000  | )
|Beneficial conversion feature on convertible
      debt | -               |  |              | -         |  | -          |  |   | -           |  |   | 77,800     |   |   | -           |   |   | 77,800   |  
|Net loss                                                | -               |  |              | -         |  | -          |  |   | -           |  |   | -          |   |   | (401,655    | ) |   | (401,655 | )

Contd

SEE ACCOMPANYING NOTES

---

**STRATEGIC  INTERNET INVESTMENTS, INCORPORATED**(A Development Stage Company) INTERIM CONSOLIDATED STATEMENTS
OF STOCKHOLDERS DEFICIENCYFor the period from February 28, 1989 (Date of
Inception) to September 30, 2007 (Stated in U.S. Dollars) (Unaudited
)

|                                                        |  |                 |  |   |              |  |  |            |  |   |             |  |   |            |  |   | Deficit     |   |   |          |  
|------------------------------------------------------- |  | --------------- |  | - | ------------ |  |  | ---------- |  | - | ----------- |  | - | ---------- |  | - | ----------- | - | - | -------- | -
|                                                        |  |                 |  |   |              |  |  |            |  |   |             |  |   |            |  |   | Accumulated |   |   |          |  
|                                                        |  |                 |  |   |              |  |  |            |  |   |             |  |   | Additional |  |   | During the  |   |   |          |  
|                                                        |  | Preferred Stock |  |   | Common Stock |  |  | Paid-In    |  |   | Development |  |   |            | 
|                                                        |  | Shares          |  |   | Par Value    |  |  | Shares     |  |   | Par Value   |  |   | Capital    |  |   | Stage       |   |   | Total    |  
|                                                        |  |                 |  |   |              |  |  |            |  |   |             |  |   |            |  |   |             |   |   |          |  
|Balance, December 31, 2006                              |  | 198,000         |  |   | 198          |  |  | 25,960,326 |  |   | 25,959      |  |   | 7,874,856  |  |   | (8,362,335  | ) |   | (461,322 | )
|Issue of stock for cash pursuant to a private           |  |                 |  |   |              |  |  |            |  |   |             |  |   |            |  |   |             |   |   |          |  
|placement                             
       at $0.25 |  | -               |  |   | -            |  |  | 200,000    |  |   | 200         |  |   | 49,800     |  |   | -           |   |   | 50,000   |  
|Issuance of stock for services  at $0.20               |  | -               |  |   | -            |  |  | 700,000    |  |   | 700         |  |   | 139,300    |  |   | -           |   |   | 140,000  |  
|Non-cash compensation charge                            |  | -               |  |   | -            |  |  | -          |  |   | -           |  |   | 40,872     |  |   | -           |   |   | 40,872   |  
|Net loss                                                |  | -               |  |   | -            |  |  | -          |  |   | -           |  |   | -          |  |   | (377,521    | ) |   | (377,521 | )
|                                                        |  |                 |  |   |              |  |  |            |  |   |             |  |   |            |  |   |             |   |   |          |  
|Balance, September
      30, 2007                       |  | 198,000         |  | $ | 198          |  |  | 26,860,326 |  | $ | 26,859      |  | $ | 8,104,828  |  | $ | (8,739,856  | ) | $ | (607,971 | )

SEE ACCOMPANYING NOTES

---

STRATEGIC INTERNET INVESTMENTS, INCORPORATED(A
Development Stage Company) NOTES TO THE INTERIM CONSOLIDATED FINANCIAL
STATEMENTS September 30, 2007 (Stated in U.S. Dollars)
(Unaudited)

|1. | Interim Reporting and Continuance of
    Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company is in the development stage and is devoting
      its efforts to developing real estate projects in the Middle
  East.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The accompanying unaudited interim financial statements
      have been prepared by Strategic Internet Investments, Incorporated (the
      Company) pursuant to the rules and regulations of the United States
      Securities and Exchange Commission. Certain information and disclosures
      normally included in annual financial statements prepared in accordance
      with accounting principles generally accepted in the United States of
      America have been condensed or omitted pursuant to such rules and
      regulations. In the opinion of management, all adjustments and disclosures
      necessary for a fair presentation of these financial statements have been
      included. Such adjustments consist of normal recurring adjustments. These
      interim financial statements should be read in conjunction with the annual
      audited financial statements of the Company for the fiscal year ended
      December 31, 2006, as filed with the United States Securities and Exchange
      Commission.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The results of operations for the nine months ended
      September 30, 2007 are not indicative of the results that may be expected
      for the full year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | These financial statements have been prepared in
      accordance with generally accepted accounting principles applicable to a
      going concern, which assumes that the Company will be able to meet its
      obligations and continue its operations for its next twelve months.
      Realization values may be substantially different from carrying values as
      shown and these financial statements do not give effect to adjustments
      that would be necessary to the carrying values and classification of
      assets and liabilities should the Company be unable to continue as a going
      concern. At September 30, 2007, the Company had not yet achieved
      profitable operations, has accumulated losses of $8,739,856 since its
      inception, has a working capital deficiency of $607,972 and expects to
      incur further losses in the development of its business, all of which
      casts substantial doubt about the Companys ability to continue as a going
      concern. The Companys ability to continue as a going concern is dependent
      upon its ability to generate future profitable operations and/or to obtain
      the necessary financing to meet its obligations and repay its liabilities
      arising from normal business operations when they come due. Management has
      no formal plan in place to address this concern but considers that the
      Company will be able to obtain additional funds by equity financing and/or
      related party advances, however there is no assurance of additional
      funding being available. The Company has historically satisfied its
      capital needs primarily by issuing equity securities. Management plans to
      continue to provide for its capital needs during the year ended December
      31, 2007 by issuing equity securities.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | Deferred Investment Costs Note 4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Deferred investment costs consist of consultants fees
      and payments to reimburse Star Leisure and Entertainment Inc. with respect
      to the acquisition of Gulf Star World Development W.L.L., net of a write-
      down to a nominal value of $1.00.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

1

---

**STRATEGIC INTERNET INVESTMENTS, INCORPORATED**(A Development Stage Company) NOTES TO THE INTERIM CONSOLIDATED
FINANCIAL STATEMENTS September 30, 2007 (Stated in U.S. Dollars)
(Unaudited)

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

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |   | September 30, |  |   | December 31, | 
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------------- |  | - | ------------ | 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |   | 2007          |  |   | 2006         | 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |   |               |  |   |              | 
| | a) | Loan payable to a company
        controlled by a director of the Company including accrued interest of
        $2,329 (December 31, 2006: $1,556). The loan is unsecured, bearing interest
        at 12% per annum and is repayable on demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | $ | 9,130         |  | $ | 8,358        | 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |   |               |  |   |              | 
| | b) | Loans payable to companies
        controlled by directors of the Company. The loans are unsecured, non-interest
        bearing, and repayable upon demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |   | 47,023        |  |   | 24,527       | 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |   |               |  |   |              | 
| | c) | Loans payable to a company
        controlled by a director of the Company including accrued interest of
        $49,279 (December 31, 2006: $38,420 ). The loans are unsecured, bearing
        interest at 10% per annum, and repayable upon demand. Portions of these
        loans were formerly convertible loans; the rights to convert to equity
        having expired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |   | 152,486       |  |   | 141,626      | 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |   |               |  |   |              | 
| | d) | Loans payable to a company
        controlled by a director of the Company, including accrued interest payable
        of $11,865 (December 31, 2006: $4,869 ), pursuant to Convertible Loan
        Agreements. The loan is unsecured, bearing interest at 10% per annum and
        is repayable on demand. The lender may at anytime convert the principal
        sum plus accrued interest into units of the Company. Each unit will consist
        of one common share plus one common share purchase warrant. The principal
        sum of $86,366 may be converted into 772,858 units. Conversion of these
        loans and associated warrants to equity will be at a weighted average
        price of $0.11 per share. An amount of $60,850 was recognized as the fair
        value of the beneficial conversion feature of these loans and this amount
        was included in interest expense during the year ended December 31, 2006. |  |   | 98,231        |  |   | 91,236       | 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |   |               |  |   |              | 
| | e) | Loan payable to a company controlled
        by a director of the Company, including accrued interest of $7,575 (December
        31, 2006: $3,496 ), pursuant to Convertible Loan Agreements. The loan
        is unsecured, bearing interest at 10% per annum and is repayable on demand.
        The lender may at anytime convert the principal sum plus accrued interest
        into units of the Company. Each unit will consist of one common share
        plus one common share purchase warrant. The principal sum of $49,700 may
        be converted into 416,248 units. Conversion of this loan and associated
        warrants to equity will be at a weighted average price of $0.12 per share.
        An amount of $16,950 was recognized as the fair value of the beneficial
        conversion feature of these loans and this amount was included in interest
        expense during the year ended December 31, 2006              |  |   | 57,275        |  |   | 53,196       | 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |   |               |  |   |              | 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | $ | 364,145       |  | $ | 318,943      | 

2

---

**STRATEGIC INTERNET INVESTMENTS, INCORPORATED**(A Development Stage Company) NOTES TO THE INTERIM CONSOLIDATED
FINANCIAL STATEMENTS September 30, 2007 (Stated in U.S. Dollars)
(Unaudited)

|4. | Capital Stock Notes 3 and 6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Class A Convertible Preferred Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Class A convertible preferred shares have a par value
      of $0.001 and are convertible to common shares at $4.00 per share during
      the first 180 days following issuance, and thereafter at the average of
      twenty consecutive days closing prices, but shall not be less than $1.50
      per share or greater than $6.00 per share. The Company has the right to
      redeem its Class A convertible preferred stock at any time by paying to
      the holders thereof the sum of $4 per share.                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Stock Option Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Companys board of directors approved a stock option
      plan. Under the plan directors, employees and consultants may be granted
      options to purchase common stock of the Company at a price of not less
      than 100% of the fair market value of the stock. The total number of
      options granted must not exceed 15% of the outstanding common stock of the
      Company. The plan expires on July 1, 2017.                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company granted share purchase options to directors,
      employees, and consultants of the Company at the closing price of the
      Companys common stock on the date of the grants. The options have been
      granted with a term of 5 years. The stock options are exercisable at 20%
      on the date of grant, and then 20% every three months thereafter, such
      that they are fully exercisable after a period of one year from the date
      of grant.                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | During the period ending September 30, 2007, the Company
      granted consultants 125,000 stock options with a total fair value of
      $51,088. As the stock options have a graded vesting schedule, the total
      non-cash compensation cost recognized during the period was of $40,872
      (2006 - NIL).                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The fair value of each option grant was estimated on the
      date of the grant using the Black-Scholes option valuation model. The
      Black-Scholes option valuation model requires the input of highly
      subjective assumptions including the expected price volatility. Changes in
      the subjective input assumptions can materially affect the fair value
      estimate and therefore the Black-Scholes model does not necessarily
      provide a reliable single measure of the fair value of the Companys share
      purchase options.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The weighted average fair value at the date of grant of
      the options was as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

| |                                     | 2007    | 2006
| | ----------------------------------- | ------- | ----
| |                                     |         |     
| | Weighted average fair value         | $0.41   | -   
| | Total options granted               | 125,000 | -   
| | Total fair value of options granted | $51,088 | -   

3

---

**STRATEGIC INTERNET INVESTMENTS, INCORPORATED**(A Development Stage Company) NOTES TO THE INTERIM CONSOLIDATED
FINANCIAL STATEMENTS September 30, 2007 (Stated in U.S. Dollars)
(Unaudited)

|4. | Capital Stock Notes 3 and 6  (contd)                                                                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                      
|   | Commitments  (contd)                                                                                                                                               
|   |                                                                                                                                                                      
|   | Stock-based Compensation  (contd)                                                                                                                                  
|   |                                                                                                                                                                      
|   | The fair value of each option grant was estimated on the
      date of the grant using the Black-Scholes option valuation model with the
      following assumptions:

| |                              | 2007  | 2006
| | ---------------------------- | ----- | ----
| |                              |       |     
| | Expected dividend yield      | 0.0%  | -   
| | Expected volatility          | 167%  | -   
| | Risk-free Interest Rate      | 4.68% | -   
| | Expected term in
      years | 5     | -   

The expected volatility is calculated
based on the Companys historical share price and the expected term in years is
calculated based on SAB 107.

During the period ended September 30,
2007, the change in share purchase options outstanding are as follows:

Weighted
    Weighted AverageAverage
    RemainingShares
    Exercise Price
    Contractual LifeOptions outstanding at December 31, 2006
    1,962,000
    $0.23
    1.02 yearsGranted during the
      period
    125,000
    $0.35
    4.26
      yearsOptions outstanding at September 30, 2007
    2,087,000
    $0.24
    1.13 years


At September 30, 2007, the Company had
share purchase options outstanding as follows:

| | Number of Options | Exercise Price | Expiry Date      
| | ----------------- | -------------- | -----------------
| |                   |                |                  
| | 1,704,000         | $0.21          | September 5, 2008
| | 120,000           | $0.29          | February 5, 2009 
| | 30,000            | $0.53          | April 15, 2009   
| | 108,000           | $0.33          | July 8, 2009     
| | 125,000           | $0.35          | January 2, 2012  
| |                   |                |                  
| | 2,087,000         |                |                  

At September 30, 2007, of the total
outstanding share purchase options, 2,037,000 were exercisable.

4

---

**STRATEGIC INTERNET INVESTMENTS, INCORPORATED**(A Development Stage Company) NOTES TO THE INTERIM CONSOLIDATED
FINANCIAL STATEMENTS September 30, 2007 (Stated in U.S. Dollars)
(Unaudited)

|4. | Capital Stock Notes 3 and 6  (contd)                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                    
|   | Commitments  (contd)                                                                                             
|   |                                                                                                                    
|   | Share Purchase Warrants                                                                                            
|   |                                                                                                                    
|   | During the period ended September 30, 2007, the change in
      share purchase warrants outstanding are as
follows:

| |                                                  |          | Weighted      
| | ------------------------------------------------ | -------- | --------------
| |                                                  |          | Average       
| |                                                  | Warrants | Exercise Price
| |                                                  |          |               
| | Warrants outstanding at December 31, 2006        | 96,047   | $0.24         
| | Expired during the
      period                  | (96,047) | $0.24         
| |                                                  |          |               
| | Warrants
      outstanding at September 30, 2007 | -        | -             

Acquisition of Gulf Star World
Development W.L.L.

By a letter of agreement dated July 11,
2002, amended October 10, 2002, May 10, 2003 and September 30, 2003, June 30,
2004, July 11, 2005, August 9, 2006, and August 31, 2007 the Company agreed to
purchase 80% of the outstanding shares of Gulf Star World Development W.L.L.
(Gulf Star), a Bahrain corporation, from Star Leisure & Entertainment Inc.
(Star Leisure). Star Leisure is controlled by a director of the Company and is
based in British Columbia, Canada. Gulf Star is the 100% owner and developer of
the residential and tourist project known as the Dream Island Resort, located on
the north coast of Bahrain at Manama City.

To acquire 80% of Gulf Star, the
Company must issue five million common shares at a price of $0.125 per share.
The shares are to be issued over a three-year period as follows:

| | a) | 1,000,000 allotted shares issued to Star Leisure upon
      completion of dredging works (estimated cost of dredging contract is
      $4,500,000);                                         
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | 1,000,000 allotted shares issued to Star Leisure upon
      completion of final planning and design works (estimated planning contract
      cost is $8,000,000);                           
| | c) | 1,000,000 allotted shares issued to Star Leisure upon the
      Company securing full funding in a combination of debt and/or equity that
      allows main resort construction to commence;
| | d) | 1,000,000 allotted shares issued to Star Leisure upon
      completion of 50% of resort construction; and                                                                                   
| | e) | 1,000,000 allotted shares issued to Star Leisure upon
      resort being opened for business at the start of
  operations.                                                                  

In addition, the Company shall make
cash payments to Star Leisure totaling $100,000 to cover a portion of hard costs
accumulated by Star Leisure in progressing the Dream Island Project. During the
year ended December 31, 2003, the Company paid $34,210 as partial payment toward
the $100,000 payment. The remaining balance of $65,790 is due on or before
August 31, 2008. The Company has also agreed to reimburse Star Leisure and Jzala
Investment Group (20% shareholder of Gulf Star) for costs to be verified that
they may have incurred upon the project financing being fully secured and having
released in sufficient amounts to commence the main construction.

5

---

**STRATEGIC INTERNET INVESTMENTS, INCORPORATED**(A Development Stage Company) NOTES TO THE INTERIM CONSOLIDATED
FINANCIAL STATEMENTS September 30, 2007 (Stated in U.S. Dollars)
(Unaudited)

|4. | Capital Stock Notes 3 and 6  (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Commitments  (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Acquisition of Gulf Star World Development W.L.L. 
      (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | On August 9, 2002, the Company entered into an assignment
      agreement, whereby the Company was assigned all rights and obligations
      under a Dredging and Reclamation Contract entered into by Star Leisure
      pertaining to the construction of The Dream Island Resort project. Under
      the terms of the Dredging and Reclamation contract, the Company will issue
      1,268,750 Class A Convertible Preferred shares, with a deemed value of
      $5,075,000, as full payment due under this contract. These shares will be
      issued in stages as the dredging contract progresses. These shares were
      placed in escrow and no value was recorded for these shares due to the
      contingent nature of their release from escrow. During the year ended
      December 31, 2006, these shares were cancelled. At September 30, 2007,
      although work has commenced on the Dream Island Project, there has not yet
      been sufficient progress to warrant re-issuance of the shares. An agents
      fee of 0.5% of the value of the shares released will be payable.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | On March 13, 2006, the Ministry of Finance, Bahrain
      (MOFB) notified Gulf Star that due to a lack of progress and failure to
      advance the project in a timely basis, the MOFB intends to seek
      termination of the lease contract for the Dream Island site and have Gulf
      Star pay all associated expenses incurred for the enforcement thereof. In
      addition, the MOFB has indicated that it reserves the right to claim
      damages towards all losses it has incurred and all gains denied. The
      Company, Gulf Star, and Star Leisure intend to oppose the action by the
      MOFB. However, due to the uncertainty of the future viability of the Dream
      Island project, management has written-down the associated deferred
      investment costs to a nominal value of $1.00.                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Acquisition of Renaissance Residence Project                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | By a letter of intent dated June 20, 2007, the Company
      agreed to purchase 100% of the outstanding shares of a Turkish company
      (TurkCo) to be formed and, thereby, acquiring a 100% interest in the
      Renaissance Residence Project in Antalya, Turkey, as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

6

---

**STRATEGIC INTERNET INVESTMENTS, INCORPORATED**(A Development Stage Company) NOTES TO THE INTERIM CONSOLIDATED
FINANCIAL STATEMENTS September 30, 2007 (Stated in U.S. Dollars)
(Unaudited)

|4. | Capital Stock Notes 3 and 6  (contd)                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                         
|   | Commitments  (contd)                                                                                                                                                  
|   |                                                                                                                                                                         
|   | Acquisition of Gulf Star World Development W.L.L. 
      (contd)                                                                                                      
|   |                                                                                                                                                                         
|   | b)                                                                                                                                                                      
|   |                                                                                                                                                                         
|   | c)                                                                                                                                                                      
|   |                                                                                                                                                                         
|   |                                                                                                                                                                         
|   |                                                                                                                                                                         
|   | This letter of intent supercedes a previous letter of
      intent dated January 2, 2007. The letter of intent is subject to the
      completion of a formal agreement.

7

---

**STRATEGIC INTERNET INVESTMENTS, INCORPORATED**(A Development Stage Company) NOTES TO THE INTERIM CONSOLIDATED
FINANCIAL STATEMENTS September 30, 2007 (Stated in U.S. Dollars)
(Unaudited)

|5. | Non-Cash Transactions                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                            
|   | Investing and financing activities that do not have a
      direct impact on cash flows are excluded from the statements of cash
      flows. The Company issued common shares for settlement of debts,
      convertible loans, and for services provided to the Company during the
      following years:

| |                                              |  | Number
      of |  |  | Number
      of |   |   | Weighted        |  |   |           |  
| | -------------------------------------------- |  | --------------- |  |  | --------------- | - | - | --------------- |  | - | --------- | -
| |                                              |  | Preferred       |  |  | Common          |   |   | Average Price   |  |   |           |  
| |                                              |  | Shares          |  |  | Shares          |   |   | Per
      Share |  |   | Total     |  
| |                                              |  |                 |  |  |                 |   |   |                 |  |   |           |  
| | 1995 Consulting fee                          |  | -               |  |  | 50,000          |   | $ | 0.03            |  | $ | 1,500     |  
| | 1998 Management fee                          |  | -               |  |  | 7,000,000       |   | $ | 0.001           |  |   | 7,000     |  
| | 1998 Consulting fee                          |  | -               |  |  | 620,000         |   | $ | 0.01            |  |   | 6,200     |  
| | 2000 Finders fee                             |  | -               |  |  | 50,000          |   | $ | 0.001           |  |   | 50        |  
| | 2001 Consulting fee                          |  | -               |  |  | 708,406         |   | $ | 2.07            |  |   | 1,468,254 |  
| | 2002 Deferred investment cost                |  | -               |  |  | 1,300,000       |   | $ | 0.05            |  |   | 65,000    |  
| | 2002 Consulting fee                          |  | -               |  |  | 684,143         |   | $ | 0.19            |  |   | 131,400   |  
| | 2002 Debt settlement                         |  | -               |  |  | 680,886         |   | $ | 0.20            |  |   | 138,006   |  
| | 2003 Consulting fee                          |  | -               |  |  | 1,450,000       |   | $ | 0.14            |  |   | 203,000   |  
| | 2003 Termination fee                         |  | 198,000         |  |  | -               |   | $ | 4.00            |  |   | 792,000   |  
| | 2004 Loan conversion                         |  | -               |  |  | 825,364         |   | $ | 0.06            |  |   | 48,537    |  
| | 2004 Loan settlement                         |  | -               |  |  | 613,000         |   | $ | 0.07            |  |   | 45,000    |  
| | 2004 Consulting fee                          |  | -               |  |  | 360,000         |   | $ | 0.40            |  |   | 142,500   |  
| | 2004 Deferred investment cost (cancellation) |  | -               |  |  | (1,300,000      | ) | $ | 0.05            |  |   | (65,000   | )
| | 2005 Communications                          |  | -               |  |  | 56,000          |   | $ | 0.50            |  |   | 28,000    |  
| | 2005 Consulting fees                         |  | -               |  |  | 1,135,000       |   | $ | 0.29            |  |   | 333,700   |  
| | 2005 Legal fees                              |  | -               |  |  | 50,000          |   | $ | 0.50            |  |   | 25,000    |  
| | 2005 Loan conversion                         |  | -               |  |  | 635,901         |   | $ | 0.39            |  |   | 250,160   |  
| | 2005 Stock dividend                          |  | -               |  |  | 4,120,643       |   | $ | 0.65            |  |   | 2,678,418 |  
| | 2006 Finders fee                             |  | -               |  |  | 100,000         |   | $ | 0.40            |  |   | 40,000    |  
| | 2007 Consulting fees                         |  | -               |  |  | 700,000         |   | $ | 0.20            |  |   | 140,000   |  
| |                                              |  |                 |  |  |                 |   |   |                 |  |   |           |  
| |                                              |  | 198,000         |  |  | 19,839,343      |   |   |                 |  | $ | 6,478,725 |  

These amounts have been excluded from
the statements of cash flows.

8

---

**STRATEGIC INTERNET INVESTMENTS, INCORPORATED**(A Development Stage Company) NOTES TO THE INTERIM CONSOLIDATED
FINANCIAL STATEMENTS September 30, 2007 (Stated in U.S. Dollars)
(Unaudited)

|6. | Related Party Transactions Notes 3 and
  4                                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                  
|   | The Company was charged the following by shareholders,
      directors, by companies controlled by directors and/or shareholders of the
      Company, and by companies with directors in
common:

| |                    |   |                    |  |   |                   |  |   |               |  |   |        |  |   | Cumulative from | 
| | ------------------ | - | ------------------ |  | - | ----------------- |  | - | ------------- |  | - | ------ |  | - | --------------- | 
| |                    |   |                    |  |   |                   |  |   |               |  |   |        |  |   | February 28,    | 
| |                    |   |                    |  |   |                   |  |   |               |  |   |        |  |   | 1989 (Date of   | 
| |                    |   | Three months ended |  |   | Nine months ended |  |   | Inception) to | 
| |                    |   | September 30,      |  |   | September 30,     |  |   | September 30, | 
| |                    |   | 2007               |  |   | 2006              |  |   | 2007          |  |   | 2006   |  |   | 2007            | 
| |                    |   |                    |  |   |                   |  |   |               |  |   |        |  |   |                 | 
| | Consulting fees    | $ | -                  |  | $ | -                 |  | $ | 29,150        |  | $ | -      |  | $ | 64,820          | 
| | Interest           |   | 7,840              |  |   | 6,586             |  |   | 22,706        |  |   | 15,986 |  |   | 87,554          | 
| | Management fees    |   | 46,350             |  |   | 15,900            |  |   | 139,050       |  |   | 26,400 |  |   | 343,037         | 
| | Office and general |   | -                  |  |   | -                 |  |   | -             |  |   | -      |  |   | 26,944          | 
| | Rent               |   | 5,680              |  |   | 5,340             |  |   | 16,240        |  |   | 15,878 |  |   | 106,592         | 
| |                    |   |                    |  |   |                   |  |   |               |  |   |        |  |   |                 | 
| |                    | $ | 59,870             |  | $ | 27,826            |  | $ | 207,146       |  | $ | 58,264 |  | $ | 628,947         | 

At September 30, 2007, accounts payable
includes $233,438 (2006: $57,915) due to directors of the Company and companies
controlled by directors of the Company in respect of unpaid management and
consulting fees and expenses incurred on behalf of the Company.

At September 30, 2007 and December 31,
2006, due to related party are comprised of expenses for operating costs paid on
behalf of the Company by a company with a director in common. These amounts are
non-interest bearing, unsecured and there are no specific terms for repayment.

The Company entered into two Management
Services Agreements with a director and a company controlled by a director of
the Company. Under the terms of these agreements they will each be paid $7,500
per month, plus taxes where applicable, for management consulting services.
These agreements are for a 24-month period expiring on December 31, 2008. If the
Company is unable to pay for the services, the consultant may elect to settle
any portion of outstanding amounts plus interest with units of the Company. Each
unit shall consist of one common share and one share purchase warrant entitling
the holder to purchase one additional common share of the Company. The price for
the units and warrants will be determined based on a discount to the 10 day
average market price ranging from 50% to 60%, but no less than $0.05 per share.

The Company also entered into a
Consulting Services Agreement with a company controlled by a director of the
Company. Under the terms of this agreement, the Company will pay $5,500 per
month, plus taxes where applicable, for consulting services. This agreement was
suspended in May 2007.

9

---

|2. | Plan of Operation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company is in the development stage, accordingly certain matters discussed herein are based on potential future circumstances and developments, which the Company anticipates, but which cannot be assured.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company is currently devoting its efforts to developing The Dream Island Resort project in Manama, Bahrain. The Dream Island Resort project will be an integrated resort, entertainment, hotel and real estate facility to be
built on a 41 acre man-made island off the north eastern coast of Manama, Bahrain.                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In addition the Company entered into a Letter of Intent to potentially acquire by option up to a 100% indirect interest in the Renaissance Residence Project by purchasing the outstanding shares of a Turkish company. The
Renaissance Residence Project is a real estate development project that will be located on an 8.7 hectare parcel of land in Antalya, Turkey.                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company was incorporated in Colorado on February 28, 1989 as Jefferson Capital Corporation. Effective June 13, 1990 the Company changed its name to Ohio & Southwestern Energy Company. Effective July 1, 2001, the Company
and Strategic Internet Investments, Incorporated (Strategic), an inactive Delaware corporation incorporated on March 2, 2001, were merged. All outstanding common shares of the Company were converted into an equal number of common shares
of Strategic. The purpose of this merger was to change the corporate jurisdiction of the Company from Colorado to Delaware and to change the name of the Company. The surviving corporation of the merger is Strategic, a Delaware corporation.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company has an agreement to purchase 80% of the outstanding shares of Gulf Star World Development W.L.L. (Gulf Star), a Bahrain corporation, from Star Leisure & Entertainment Inc. (Star Leisure).
Star Leisure is controlled by a director of the Company and is based in British Columbia, Canada. Gulf Star is the 100% owner and developer of the Dream Island Resort project.                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | To acquire 80% of Gulf Star, the Company must issue five million common shares at a price of $0.125 per share. The shares are to be issued over a three year period based on construction progress. In addition, the Company shall
make cash payments to Star Leisure totaling $100,000 to cover a portion of hard costs accumulated by Star Leisure in progressing the Dream Island Project. At December 31, 2003 the Company had paid $34,210, with the balance of $65,790 to
be paid by August 31, 2008.                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On March 13, 2006, the Ministry of Finance, Bahrain (MOFB) notified Gulf Star that due to a lack of progress and failure to advance the project in a timely basis, the MOFB intends to seek termination of the lease
contract for the Dream Island site. The Company, Gulf Star, and Star Leisure intend to oppose the action by the MOFB. However, due to the uncertainty of the future viability of the Dream Island project, management has written-down the associated
deferred development costs to a nominal value of $1.00 at December 31, 2005.                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Dream Island project in Bahrain will require, over the next twenty to twenty-four months, a significant amount of investment capital to be secured to ensure that all stages of development can proceed and be completed on
schedule and on budget. The highest percentage of the funding requirements will be met through senior debt instruments with banking, investment and construction institutions and through government financing incentives and concessions. Further
financing will be achieved through the pre-selling of the real estate units, villas and apartments, to be constructed as part of the Dream Island complex.                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The first stage of the project, dredging and reclamation of the 41 acre man-made island site, is to be paid by the issuance of 1,268,750 Class A Convertible Preferred Shares in the capital of the Company at a deemed price of
$4.00 per share to Robodh Contracting Establishment, Manama, Bahrain. The total value of the Dredging and Reclamation Works contract is $5,075,000.                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In August 2004, limited construction commenced on the Dream Island Project. This initial phase of work consists of the construction of a temporary causeway to provide access from the coast to the offshore site of the future island
location. Large haulage trucks transported and dumped quarry stone to create the temporary causeway from which access will be gained to the island site. Once the temporary causeway has been completed, work will commence on the creation of the Dream
Island perimeter of the future offshore island.                                                                                                                                                                               

---

|   | Thereafter, reclamation dredging operations will commence to move sand into the perimeter thereby creating the Dream Island site.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | On June 20, 2007 The Company entered into a Letter of Intent (LOI) with; Al Habeeb & Al Mokairesh Commercial Brokers LLC (Habeeb), G7 Entertainment Ltd. (G7), Muzaffer Mithat Ataman
(Ataman), and certain property owners (the Landowners), to potentially acquire by option up to a 100% indirect interest in the Renaissance Residence Project (the Project) in Antalya, Turkey by purchasing the outstanding
shares of a Turkish company (TurkCo) that will be incorporated to hold and own 100% of the Project, subject only to certain payments to the landowners. G7 is controlled by a director of the Company. This LOI supercedes a previous letter
of intent dated January 2, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Project is a real estate development project that will be located on an 8.762 hectare parcel of land near the Antalya Airport and Lara Beach in Antalya, Turkey. It will consist of three multi-storey buildings with over 200
residential units. In recent years, the Gulf of Antalya, with a coastal strip of some 200 km with bays and coves of exceptional beauty filled with the crystal clear waters of the Mediterranean, has become one of the most popular tourist resorts in
Turkey.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The LOI contemplates that SIII will assist in designing a financing plan for the Project and SIII will be granted two options to purchase up to 100% of the outstanding shares of TurkCo. An Initial Option will allow
SIII to purchase up to thirty 30% of the outstanding shares of TurkCo. Upon full exercise of the Initial Option, SIII shall be entitled to exercise a Second Option to purchase the remaining outstanding shares of TurkCo. Compensation to
be paid to the shareholders of TurkCo shall, at the choice of SIII, be paid either in cash or by issuing common shares of SIII. Any issuance of common shares of SIII would occur as of the date of the Option exercise notice, under a Restricted Rule
144 Reg. S share issuance.                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The financial statements have been prepared on a going concern basis. The Company has accumulated a deficit of $8,739,856 since inception and at September 30, 2007 has a working capital deficiency of $607,972. Its ability
to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business
operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time. The Company has historically satisfied its capital needs primarily by issuing equity securities. Management plans to continue to provide
for its capital needs during the next twelve months by issuing equity securities, private placements, loans, and debentures convertible into equity. Additional operating capital could be obtained through the potential exercise of management and
director stock options and/or exercise of outstanding stock purchase warrants. The Company remains at the development stage, as there were no revenues during the past fiscal year.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Management believes that the close connections and contacts it has made in the Middle East, especially the efforts of its Chairman, Mr. Abbas Salih, who has been stationed predominately in Saudi Arabia and Bahrain for the past
year to oversee the project, will be of immense value in completing other essential contracts during the course of this project.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Company's plan during the next quarter and for the balance of 2007 is to maintain the size and staffing of its Vancouver, British Columbia head office at the current levels. There are no plans to hire additional employees as
administrative requirements at head office are now being adequately met by the efforts of the board members the full-time and temporary staff and consultants. Field operations and construction activities in Bahrain will be conducted through
contracting and sub-contracting of work.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3. | Controls and Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Company's chief executive officer and chief financial officer evaluated the Company's disclosure controls and procedures as of the end of the period covered by this quarterly report. Based upon the evaluation, the Company's
chief executive officer and chief financial officer concluded that the Company's disclosure controls and procedures are effective.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | During the quarterly period covered by this report, there were no changes in the Company's internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, the Company's internal
controls over financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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PART II  OTHER INFORMATION

|1. | Legal Proceedings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 
      None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | Changes in Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Sales of Securities Without Registration Under the
      Securities Act of 1933                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | On March 11, 2005, the Company issued 4,060,643 common
      shares, net of escrowed shares, pursuant to a common stock dividend
      declared by the Board of Directors on February 14, 2005, payable to the
      shareholders of record as of March 4, 2005. In connection with this stock
      dividend, pursuant to the terms of stock option, convertible debenture,
      and stock warrant agreements the number of units or shares issuable under
      those agreements shall be increased by 20% and the exercise or conversion
      price shall be decreased by 20%. These shares are restricted under Rule
      144.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | On November 15, 2002 the Company entered into a
      Convertible Loan Facility Agreement with Icon Management Ltd. (Icon)
      whereby the Company would, from time to time, borrow operating funds from
      Icon, at an interest rate of ten percent (10%), repayable on demand. The
      lender has the right to convert all or part of the principal sum and
      interest into units at a conversion rate which is calculated at a discount
      to the average closing market price for ten days preceding a loan advance
      or conversion of interest. Each unit consists of one common share of the
      Company and one non-transferable share purchase warrant, expiring 2 years
      from the conversion date, exercisable at the applicable conversion rate.
      Certain loans made under this agreement had specific maturity dates,
      thereby limiting to 2 years the lenders right to convert all or part of
      the principal sum into units. During the year ended December 31, 2004,
      Icon converted $48,537 of the loan into 825,364 units of the Company,
      including warrants exercisable at an average price of $0.06 per share,
      expiring at various dates between December 31, 2004 and March 31, 2006. On
      December 31, 2004, Icon exercised warrants to purchase 643,715 shares.
      During the year ended December 31, 2005, Icon converted $227,140 of the
      loan plus accrued interest of $23,020, into 635,901 units of the Company,
      including warrants exercisable at an average price of $0.39 per share,
      expiring at various dates between April 1, 2005 and January 31, 2007.
      During the period ended September 30, 2005, Icon also exercised warrants
      to purchase a further 420,107 shares for cash proceeds of $43,153. This
      transaction is with an offshore non-U.S. person; accordingly, these
      securities are exempt from registration pursuant to Regulation
S.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | On March 13, 2003 the Company completed an offering of
      650,000 units of its share capital to one accredited investor at a price
      of $0.10 per unit, each unit consisting of one share of common stock and
      one common stock share purchase warrant. Each common stock purchase
      warrant gives the investor the right to purchase one additional share of
      common stock at any time during the first two years at a price of $0.10
      per share. Total cash proceeds of $65,000 were allocated to working
      capital. In July 2004, 320,000 of the warrants were exercised, and 320,000
      shares were issued for cash proceeds of $32,000. During the year ended
      December 31, 2005, the investor exercised the remaining warrants to
      purchase a further 330,000 shares for cash proceeds of $33,000. These
      shares were issued pursuant to an exemption from registration under
      Section 4(6) of the Securities Act of 1933. Sale or transfer of the shares
      by the investor shall be in accordance with the provisions of Regulation
      S, or pursuant to registration under the Securities Act of 1933 or
      pursuant to an available exemption from registration. This transaction is
      with an offshore non-U.S. person; accordingly, these securities are exempt
      from registration pursuant to Regulation S.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | On August 10, 2003 the Company entered into a Convertible
      Loan Facility Agreement with Star Leisure & Entertainment Inc. (Star
      Leisure), a company controlled by a Director and Officer of Strategic,
      whereby the Company would, from time to time, borrow operating funds from
      Star Leisure, at an interest rate of ten percent (10%), repayable on
      demand. The lender has the right to convert all or part of the principal
      sum and interest into units at a conversion rate which is calculated at a
      discount to the average closing market price for ten days preceding a loan
      advance or conversion of interest. Each unit consists of one common share
      of the Company and one non-transferable share purchase warrant, expiring 2
      years from the conversion date, exercisable at the applicable conversion
      rate. Certain loans made under this agreement had specific maturity dates,
      thereby limiting to 2 years the lenders right to convert all or part of
      the principal sum into units. At December 31, 2005, Star Leisure had
      advanced a total of $103,206 and accrued interest of $25,100.
  During                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

---

the year ended December 31, 2005,
$81,206 of the loans matured, and the right to convert this principal amount and
accrued interest into units expired. On January 31, 2006 the right to convert
the remaining loan principal of $22,000 and accrued interest into units expired.
Under the terms of the Convertible Loan Facility Agreement, any loans that
mature without being converted or repaid become due on demand. At September 30,
2007, the Star Lesiure loan principal was $49,700 and had accrued interest of
$7,575. The loan principal is convertible into 416,248 units at an average price
0f $0.12. Star Leisure has not converted any part of the principal sums advanced
or accrued interest into units as of September 30, 2007. This transaction is
with an offshore non-U.S. person; accordingly, these securities are exempt from
registration pursuant to Regulation S.

On January 31, 2004, the Company issued
1,137,500 Class A Convertible Preferred Shares(1) at a deemed value
of $4.00 per share, as payment for technical planning services to be performed
by the Arkan Group for Projects of Dammam, Saudi Arabia. The total value of the
technical planning services contract is $4,550,000. These shares were issued in
escrow and were to be released over time as work on the Dream Island Project
progressed. In December 2004 this contract was terminated, and the escrowed
shares were cancelled. This transaction is with an offshore non-U.S. person;
accordingly, these securities are exempt from registration pursuant to
Regulation S.

In August 2004, the Company issued
10,000 common shares at a deemed price of $2.00 per share, for a total deemed
consideration of $20,000, pursuant to a Consulting Services Agreement for
financial consulting. This transaction is with an offshore non-U.S. person;
accordingly, these securities are exempt from registration pursuant to
Regulation S, however they are restricted under Rule 144.

The Company also issued 300,000 common
shares in August 2004, at a deemed price of $0.38 per share, for a total deemed
consideration of $112,500, pursuant a Promotional and Capital Funding Agreement
for financial and investor relation services. These shares are held in escrow
and are to be released subject to the Company obtaining certain future financial
goals. This transaction is with an offshore non-U.S. person; accordingly, these
securities are exempt from registration pursuant to Regulation S, however they
are restricted under Rule 144.

The Company issued an additional
563,000 common shares in August 2004, as a $30,000 partial settlement of a loan
from Canarab Acquisitions Inc. (Canarab), a company controlled by a director. In
2001, Canarab secured a loan on behalf of the Company, and the lender received
as fees and collateral 563,000 shares of the Company that were owned by Canarab.
The lender subsequently applied the collateral shares as payment of the
outstanding loan. Accordingly, the Company issued 563,000 common shares to
Canarab as reimbursement for those shares forfeited to the lender. This
transaction is with an offshore non-U.S. person; accordingly, these securities
are exempt from registration pursuant to Regulation S, however they are
restricted under Rule 144.

In November 2004, the Company issued
350,000 common shares at a deemed price of $0.35 per share, for a total deemed
consideration of $122,500, pursuant a Promotional and Capital Funding Agreement
for financial and investor relation services. This transaction is with an
offshore non-U.S. person; accordingly, these securities are exempt from
registration pursuant to Regulation S, however they are restricted under Rule
144.

In August 2004, the Company issued
10,000 common shares at a deemed price of $2.00 per share, for a total deemed
consideration of $20,000, pursuant to a Consulting Services Agreement for
financial consulting. This transaction is with an offshore non-U.S. person;
accordingly, these securities are exempt from registration pursuant to
Regulation S, however they are restricted under Rule 144.

In January 2005, the Company issued
141,000 common shares at a deemed price of $.50 per share, for a total deemed
consideration of $70,500, pursuant to various consulting agreements for legal,
computer, and financial services. These transactions are with offshore non-U.S.
persons; accordingly, these securities are exempt from registration pursuant to
Regulation S.

The Company issued 50,000 common shares
in January 2005, at a deemed price of $0.84 per share, for a total deemed
consideration of $42,000, pursuant a Promotional and Capital Funding Agreement
for financial and investor relation services. This transaction is with an
offshore non-U.S. person; accordingly, these securities are exempt from
registration pursuant to Regulation S, however they are restricted under Rule
144.

---

The Company also issued 400,000 common
shares in January 2005, at a deemed price of $0.25 per share, for a total deemed
consideration of $100,000, pursuant a Promotional and Capital Funding Agreement
for financial and investor relation services. Of these shares, 250,000 are held
in escrow and are to be released subject to the Company obtaining certain future
financial goals. This transaction is with an offshore non-U.S. person;
accordingly, these securities are exempt from registration pursuant to
Regulation S, however they are restricted under Rule 144.

In March 2005 the Company entered into
a Promotional and Capital Funding Agreement for financial and investor relation
services. Pursuant to this agreement, the Company issued 100,000 common shares
in May 2005, at a deemed price of $0.36 per share, for a total deemed
consideration of $36,000. This transaction is with an offshore non-U.S. person;
accordingly, these securities are exempt from registration pursuant to
Regulation S, however they are restricted under Rule 144.

In December 2005 the Company entered
into three Consulting Agreements for public relations and promotional services.
Pursuant to these agreements, the Company issued 800,000 common shares at a
deemed price of $0.25 per share, for a total deemed consideration of $200,000.
These transactions are with offshore non-U.S. persons; accordingly, these
securities are exempt from registration pursuant to Regulation S, however they
are restricted under Rule 144.

On May 5, 2006 the Company entered into
a Convertible Loan Facility Agreement with CMB Investments Ltd. (CMB), a
company controlled by a Director and Officer of Strategic, whereby the Company
would, from time to time, borrow operating funds from CMB, at an interest rate
of ten percent (10%), repayable on demand. The lender has the right to convert
all or part of the principal sum and interest into units at a conversion rate
which is calculated at a discount to the average closing market price for ten
days preceding a loan advance or conversion of interest. Each unit consists of
one common share of the Company and one share purchase warrant, expiring 2 years
from the conversion date, exercisable at the applicable conversion rate. During
the period ended December 31, 2006; loans, accrued interest, cash advances and
accounts payable, were consolidated under this new agreement, resulting in a new
convertible loans payable in the amount of $65,507. At September 30, 2007, the
CMB loan principal was $86,366 and had accrued interest of $11,865. The loan
principal is convertible into 772,858 units. Conversion of this loan and
associated warrants to equity will be at a rate of $0.11 per share. This
transaction is with an offshore non-U.S. person; accordingly, these securities
are exempt from registration pursuant to Regulation S.

On October 11, 2006 the Company
completed a private placement of 200,000 common shares at $0.40 per share for
total proceeds of $80,000. In connection with this financing, the Company paid
cash of $3,000 and issued 100,000 common shares as finders fees. This
transaction is with an offshore non-U.S. person; accordingly, these securities
are exempt from registration pursuant to Regulation S.

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

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

| | (1) | Refer to the Notes of the Interim Consolidated Financial
      Statements for the Class A Convertible Preferred Shares terms of
      conversion and rights.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Defaults Upon Senior Securities                    
|-- | ---------------------------------------------------
|   |                                                    
|   |  None                                             
|   |                                                    
|4. | Submission of Matters to a Vote of Security Holders
|   |                                                    
|   |  None                                             

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|5. | Other Information
|-- | -----------------
|   |                  
|   |  None           
|   |                  
|6. | Exhibits         

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


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


SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Strategic Internet Investments,
      IncorporatedDate:
    November 14, 2007
    
    /s/
      Ralph ShearingRalph Shearing, CEO, DirectorDate:
    November 14, 2007
    
    /s/
      Abbas SalihAbbas Salih, CFO, Director


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