---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period ended March 31, 2011

Commission File No. 033-28188

|Registrant name:                        | Strategic Internet Investments, Incorporated
|--------------------------------------- | --------------------------------------------
|                                        |                                             
|State of incorporation:                 | Delaware                                    
|                                        |                                             
|IRS Employer Identification:            | 84-1116458                                  
|                                        |                                             
|Address of principal executive offices: | Nisar Square, Benyas Centre Office No. 207  
|                                        | P.O. Box 40088,                             
|                                        | Dubai, United Arab Emirates                 
|                                        |                                             
|Registrants telephone number           | 009 714 223 1189                            

Check whether the issuer (1) filed all reports required
      to be filed by Section 13or 15(d) of the Exchange Act during the
      past 12 months, and (2) has beensubject to such filing
      requirements for the past 90 days.
    Yes ( X )
    No ()Indicate by check mark whether the registrant is a
      smaller reporting company(as defined in Rule 12b-2 of the Exchange
      Act).
    Yes ( X )
    No ()Indicate by check mark whether the registrant is a shell
      company (as definedin Rule 12b-2 of the Exchange Act).
    Yes ( X )
    No ()Common shares outstanding as of April 30, 2011:
    27,610,326


---

PART I  FINANCIAL INFORMATION

Forward Looking Statements.

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

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

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

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

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

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

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

---

1. Financial Statements



STRATEGIC INTERNET INVESTMENTS, INCORPORATED

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

March 31, 2011

(Stated in U.S. Dollars)

(Unaudited)



---

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

|                                                          |   | March 31,  |   |   | December 31, |  
|--------------------------------------------------------- | - | ---------- | - | - | ------------ | -
|                                                          |   | 2011       |   |   | 2010         |  
|                                                          |   |            |   |   |              |  
|ASSETS                                                    |   |            |   |   |              |  
|                                                          |   |            |   |   |              |  
|Current                                                   |   |            |   |   |              |  
|Cash                                                      | $ | 148        |   | $ | 236          |  
|Prepaid expenses                                          |   | 109        |   |   | 322          |  
|                                                          |   |            |   |   |              |  
|                                                          | $ | 257        |   | $ | 558          |  
|                                                          |   |            |   |   |              |  
|                                                          |   |            |   |   |              |  
|LIABILITIES                                               |   |            |   |   |              |  
|                                                          |   |            |   |   |              |  
|Current                                                   |   |            |   |   |              |  
|Accounts payable  Note
      5                           | $ | 571,294    |   | $ | 573,252      |  
|Loans payable  Note 2                                    |   | 774,766    |   |   | 737,138      |  
|                                                          |   |            |   |   |              |  
|TOTAL LIABILITIES                                         |   | 1,346,060  |   |   | 1,310,390    |  
|                                                          |   |            |   |   |              |  
|Class A Convertible Preferred stock, $0.001 par value     |   |            |   |   |              |  
|10,000,000 authorized, 198,000
      outstanding  Note 3 |   | 792,000    |   |   | 792,000      |  
|                                                          |   |            |   |   |              |  
|CAPITAL DEFICIT                                           |   |            |   |   |              |  
|                                                          |   |            |   |   |              |  
|Capital Stock  Notes 3, 4, and 5                         |   |            |   |   |              |  
|Common stock, $0.001 par value                            |   |            |   |   |              |  
|100,000,000 authorized                                    |   |            |   |   |              |  
|27,610,326
      outstanding (2010: 27,610,326)           |   | 27,610     |   |   | 27,610       |  
|Additional paid-in capital                                |   | 7,765,583  |   |   | 7,765,583    |  
|Deficit
      accumulated during the development stage    |   | (9,930,996 | ) |   | (9,895,025   | )
|                                                          |   |            |   |   |              |  
|                                                          |   | (2,137,803 | ) |   | (2,101,832   | )
|                                                          |   |            |   |   |              |  
|                                                          | $ | 257        |   | $ | 558          |  

Nature of Operations and Ability to Continue as a Going Concern
 Note 1 Commitments  Notes 2 and 5

SEE ACCOMPANYING NOTES

---

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

|                                                              |   |                              |   |   |            |   |   | Cumulative from |  
|------------------------------------------------------------- | - | ---------------------------- | - | - | ---------- | - | - | --------------- | -
|                                                              |   |                              |   |   |            |   |   | February 28,    |  
|                                                              |   |                              |   |   |            |   |   | 1989 (Date of   |  
|                                                              |   |                              |   |   |            |   |   | Inception) to   |  
|                                                              |   | Three months ended March 31, |   |   | March 31,  |  
|                                                              |   | 2011                         |   |   | 2010       |   |   | 2011            |  
|                                                              |   |                              |   |   |            |   |   |                 |  
|General and Administrative Expenses                           |   |                              |   |   |            |   |   |                 |  
|Accounting and audit fees                                     | $ | 15,000                       |   | $ | 17,640     |   | $ | 426,578         |  
|Amortization                                                  |   | -                            |   |   | -          |   |   | 3,616           |  
|Communications                                                |   | 222                          |   |   | 182        |   |   | 106,589         |  
|Consulting fees  Note
      4 and 5                          |   | -                            |   |   | -          |   |   | 3,419,546       |  
|Interest  Notes 2 and 5                                      |   | 14,182                       |   |   | 12,841     |   |   | 524,201         |  
|Investor relations                                            |   | -                            |   |   | -          |   |   | 91,385          |  
|Legal fees                                                    |   | -                            |   |   | -          |   |   | 166,684         |  
|Management fees  Note
      5                                |   | -                            |   |   | -          |   |   | 546,325         |  
|Office and general  Note 5                                   |   | 89                           |   |   | 60         |   |   | 143,502         |  
|Regulatory fees                                               |   | 914                          |   |   | 650        |   |   | 41,582          |  
|Rent  Note 5                                                 |   | -                            |   |   | -          |   |   | 135,615         |  
|Transfer agent fees                                           |   | 375                          |   |   | 375        |   |   | 46,383          |  
|Travel                                                        |   | -                            |   |   | -          |   |   | 112,770         |  
|Loss on disposal of
      equipment                           |   | -                            |   |   | -          |   |   | 1,481           |  
|Write-down of advances
      to           related
      party |   | -                            |   |   | -          |   |   | 606,337         |  
|                                                              |   |                              |   |   |            |   |   |                 |  
|Operating loss                                                |   | (30,782                      | ) |   | (31,748    | ) |   | (6,372,594      | )
|                                                              |   |                              |   |   |            |   |   |                 |  
|Unauthorized distribution                                     |   | -                            |   |   | -          |   |   | (69,116         | )
|Termination fee                                               |   | -                            |   |   | -          |   |   | (792,000        | )
|Loss on foreign exchange                                      |   | (5,189                       | ) |   | (6,113     | ) |   | (48,891         | )
|Gain on settlement of
      payables                          |   | -                            |   |   | -          |   |   | 25,233          |  
|Write-down of deferred costs                                  |   | -                            |   |   | -          |   |   | (34,210         | )
|                                                              |   |                              |   |   |            |   |   |                 |  
|Net loss for the
      period                                 | $ | (35,971                      | ) | $ | (37,861    | ) | $ | (7,291,578      | )
|                                                              |   |                              |   |   |            |   |   |                 |  
|Basic and diluted
      loss per share                        | $ | (0.00                        | ) | $ | (0.00      | ) |   |                 |  
|                                                              |   |                              |   |   |            |   |   |                 |  
|Weighted average
      common shares outstanding              |   | 27,610,326                   |   |   | 27,610,326 |   |   |                 |  

SEE ACCOMPANYING NOTES

---

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

|                                                                                              |   |                    |   |   |                        |   |   | Cumulative from   |  
|--------------------------------------------------------------------------------------------- | - | ------------------ | - | - | ---------------------- | - | - | ----------------- | -
|                                                                                              |   |                    |   |   |                        |   |   | February 28, 1989 |  
|                                                                                              |   | Three months ended |   |   | (Date of Inception) to |  
|                                                                                              |   | March 31,          |   |   | March 31,              |  
|                                                                                              |   | 2011               |   |   | 2010                   |   |   | 2011              |  
|Operating Activities                                                                          |   |                    |   |   |                        |   |   |                   |  
|Net loss for the period                                                                       | $ | (35,971            | ) | $ | (37,861                | ) | $ | (7,291,578        | )
|Adjustments to reconcile
      net loss to net cash used
      in       operating activities: |   |                    |   |   |                        |   |   |                   |  
|Amortization                                                                                  |   | -                  |   |   | -                      |   |   | 3,616             |  
|Beneficial conversion feature on convertible debt                                             |   | -                  |   |   | -                      |   |   | 239,662           |  
|Communications                                                                                |   | -                  |   |   | -                      |   |   | 28,000            |  
|Consulting fees                                                                               |   | -                  |   |   | -                      |   |   | 2,478,554         |  
|Gain on
      settlement of payables                                                          |   | -                  |   |   | -                      |   |   | (25,233           | )
|Interest accrued on loans                                                                     |   | 14,182             |   |   | 12,841                 |   |   | 160,861           |  
|Legal fees                                                                                    |   | -                  |   |   | -                      |   |   | 25,000            |  
|Loss on disposal of equipment                                                                 |   | -                  |   |   | -                      |   |   | 1,481             |  
|Management
      fees                                                                         |   | -                  |   |   | -                      |   |   | 7,000             |  
|Stock-based compensation                                                                      |   | -                  |   |   | -                      |   |   | 736,053           |  
|Termination
      fees                                                                        |   | -                  |   |   | -                      |   |   | 792,000           |  
|Write-down of deferred costs                                                                  |   | -                  |   |   | -                      |   |   | 34,210            |  
|Write-down
      of advances to related party                                                 |   | -                  |   |   | -                      |   |   | 606,337           |  
|Changes in non-cash item:                                                                     |   |                    |   |   |                        |   |   |                   |  
|Prepaid
      expenses                                                                        |   | 213                |   |   | -                      |   |   | (109              | )
|Accounts
      payable                                                                        |   | (1,958             | ) |   | 19,750                 |   |   | 709,239           |  
|                                                                                              |   |                    |   |   |                        |   |   |                   |  
|Net cash used in operating activities                                                         |   | (23,534            | ) |   | (5,270                 | ) |   | (1,494,907        | )
|                                                                                              |   |                    |   |   |                        |   |   |                   |  
|Investing Activities                                                                          |   |                    |   |   |                        |   |   |                   |  
|Organization costs                                                                            |   | -                  |   |   | -                      |   |   | (750              | )
|Acquisition of equipment                                                                      |   | -                  |   |   | -                      |   |   | (4,347            | )
|Deferred costs                                                                                |   | -                  |   |   | -                      |   |   | (34,210           | )
|Advances to related party                                                                     |   | -                  |   |   | -                      |   |   | (606,337          | )
|                                                                                              |   |                    |   |   |                        |   |   |                   |  
|Net cash used in investing activities                                                         |   | -                  |   |   | -                      |   |   | (645,644          | )
|                                                                                              |   |                    |   |   |                        |   |   |                   |  
|Financing Activities                                                                          |   |                    |   |   |                        |   |   |                   |  
|Loans payable                                                                                 |   | 23,446             |   |   | 5,163                  |   |   | 967,370           |  
|Due to related parties                                                                        |   | -                  |   |   | -                      |   |   | 15,526            |  
|Proceeds from issuance of common stock                                                        |   | -                  |   |   | -                      |   |   | 1,162,631         |  
|Payment of offering costs                                                                     |   | -                  |   |   | -                      |   |   | (30,270           | )
|Additional paid-in capital                                                                    |   | -                  |   |   | -                      |   |   | 25,442            |  
|                                                                                              |   |                    |   |   |                        |   |   |                   |  
|Net cash provided
      by financing activities                                               |   | 23,446             |   |   | 5,163                  |   |   | 2,140,699         |  
|                                                                                              |   |                    |   |   |                        |   |   |                   |  
|Increase (decrease) in cash during the period                                                 |   | (88                | ) |   | (107                   | ) |   | 148               |  
|Cash, beginning of the period                                                                 |   | 236                |   |   | 311                    |   |   | -                 |  
|Cash, end of the
      period                                                                 | $ | 148                |   | $ | 204                    |   | $ | 148               |  
|                                                                                              |   |                    |   |   |                        |   |   |                   |  
|Supplementary disclosure of cash flows:                                                       |   |                    |   |   |                        |   |   |                   |  
|Cash paid for Interest                                                                        | $ | -                  |   | $ | -                      |   | $ | 93,859            |  

Non-cash Transactions  Note 5

SEE ACCOMPANYING NOTES

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED                                     
|---------------------------------------------------------------------------------
|(A Development Stage Company)                                                    
|INTERIM STATEMENTS OF CHANGES IN CAPITAL DEFICIT                                 
|For the period from February 28, 1989 (Date of Inception)
      to March 31, 2011
|(Stated in U.S. Dollars)                                                         
|(Unaudited)                                                                      

DeficitAccumulatedAdditional
    
    
    During theCommon Stock
    
    
    Paid-In
    
    
    DevelopmentShares
    
    
    Par Value
    
    
    Capital
    
    
    Stage
    
    
    TotalBalance, February 28, 1989
    
    
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -Issuance of stock to insiders
      on         March 7, 1989
     at $0.30
    
    33,347
    
    
    33
    
    
    9,967
    
    
    -
    
    
    10,000Balance December 31, 1989
    
    
    33,347
    
    
    33
    
    
    9,967
    
    
    -
    
    
    10,000Issuance of stock
      during public         offering
      for $3.00 per share, net of        
      offering costs of $27,270
    
    
    33,348
    
    
    33
    
    
    72,697
    
    
    -
    
    
    72,730Net 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
    
    
    -
    
    
    1,500Contributed capital
    
    
    -
    
    
    -
    
    
    24,842
    
    
    -
    
    
    24,842Net loss
    
    
    -
    
    
    -
    
    
    -
    
    
    (16,735
    )
    
    (16,735
    )Balance, December 31, 1995
    
    
    116,695
    
    
    116
    
    
    108,956
    
    
    (110,500
    )
    
    (1,428
    )Net loss
    
    
    -
    
    
    -
    
    
    -
    
    
    (9,068
    )
    
    (9,068
    )Balance December 31, 1996
    
    
    116,695
    
    
    116
    
    
    108,956
    
    
    (119,568
    )
    
    (10,496
    )Issuance of stock
      for cash
    - at $0.011
    
    2,000,000
    
    
    2,000
    
    
    19,300
    
    
    -
    
    
    21,300Contributed capital
    
    
    -
    
    
    -
    
    
    600
    
    
    -
    
    
    600Net 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
    
    
    -
    
    
    6,200Net loss
    
    
    -
    
    
    -
    
    
    -
    
    
    (52,308
    )
    
    (52,308
    )Balance, December 31, 1998
    
    
    9,736,695
    
    
    9,736
    
    
    134,436
    
    
    (194,137
    )
    
    (49,965
    )Net loss
    
    
    -
    
    
    -
    
    
    -
    
    
    (35,995
    )
    
    (35,995
    )Contd


SEE ACCOMPANYING NOTES

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED                                     
|---------------------------------------------------------------------------------
|(A Development Stage Company)                                                    
|INTERIM STATEMENTS OF CHANGES IN CAPITAL DEFICIT                                 
|For the period from February 28, 1989 (Date of Inception)
      to March 31, 2011
|(Stated in U.S. Dollars)                                                         
|(Unaudited)                                                                      

DeficitAccumulatedAdditional
    
    
    During theCommon Stock
    
    
    Paid-In
    
    
    DevelopmentShares
    
    
    Par Value
    
    
    Capital
    
    
    Stage
    
    
    TotalBalance, 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
    
    
    -
    
    
    340,000Issue of stock for finders fee
    
    
    50,000
    
    
    50
    
    
    (50
    )
    
    -
    
    
    -Net loss
    
    
    -
    
    
    -
    
    
    -
    
    
    (336,431
    )
    
    (336,431
    )Non-cash compensation charge
    
    
    -
    
    
    -
    
    
    78,707
    
    
    -
    
    
    78,707Balance 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
    
    
    -
    
    
    1,283,331Issuance of stock for cash
      pursuant         to a private
      placement
    - at $0.30
    
    883,332
    
    
    883
    
    
    264,117
    
    
    -
    
    
    265,000Issuance of stock
      pursuant to the        
      exercise of warrants
    - at
      $2.00
    
    28,800
    
    
    29
    
    
    57,571
    
    
    -
    
    
    57,600Less: Issue costs
    
    
    -
    
    
    -
    
    
    (17,858
    )
    
    -
    
    
    (17,858
    )Net loss
    
    
    -
    
    
    -
    
    
    -
    
    
    (2,296,406
    )
    
    (2,296,406
    )Non-cash compensation charge
    
    
    -
    
    
    -
    
    
    136,378
    
    
    -
    
    
    136,378Balance, 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
    
    
    -
    
    
    28,000Issuance of stock
      for deferred         costs
    - at
      $0.05
    
    1,300,000
    
    
    1,300
    
    
    63,700
    
    
    -
    
    
    65,000Issuance 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
    
    
    -
    
    
    42,000Issuance of stock
      for debt
     at $0.20
    
    458,135
    
    
    458
    
    
    91,169
    
    
    -
    
    
    91,627- at $0.209
    
    222,751
    
    
    223
    
    
    46,156
    
    
    -
    
    
    46,379Net loss
    
    
    -
    
    
    -
    
    
    -
    
    
    (214,758
    )
    
    (214,758
    )Balance, December 31, 2002
    
    
    15,205,596
    
    
    15,204
    
    
    2,791,455
    
    
    (3,077,727
    )
    
    (271,068
    )Non-cash compensation charge
    
    
    -
    
    
    -
    
    
    53,500
    
    
    -
    
    
    53,500Issue of stock for
      services 
    
    
    1,450,000
    
    
    1,450
    
    
    201,550
    
    
    -
    
    
    203,000Issue of stock for cash pursuant
      to a private         placement
     at $0.10
    
    650,000
    
    
    650
    
    
    64,350
    
    
    -
    
    
    65,000Net loss
    
    
    -
    
    
    -
    
    
    -
    
    
    (1,208,941
    )
    
    (1,208,941
    )Contd


SEE ACCOMPANYING NOTES

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED                                     
|---------------------------------------------------------------------------------
|(A Development Stage Company)                                                    
|INTERIM STATEMENTS OF CHANGES IN CAPITAL DEFICIT                                 
|For the period from February 28, 1989 (Date of Inception)
      to March 31, 2011
|(Stated in U.S. Dollars)                                                         
|(Unaudited)                                                                      

DeficitAccumulatedAdditional
    
    
    During theCommon Stock
    
    
    Paid-In
    
    
    DevelopmentShares
    
    
    Par Value
    
    
    Capital
    
    
    Stage
    
    
    TotalBalance, December 31, 2003
    
    
    17,305,596
    
    $
    17,304
    
    $
    3,110,855
    
    $
    (4,286,668
    )
    $
    (1,158,509
    )Non-cash compensation charge
    
    
    -
    
    
    -
    
    
    161,450
    
    
    -
    
    
    161,450Issue of stock for
      cash pursuant to the        
      exercise of warrants
     at
      $0.10
    
    320,000
    
    
    320
    
    
    31,680
    
    
    -
    
    
    32,000 at $0.05
    
    643,715
    
    
    644
    
    
    31,542
    
    
    -
    
    
    32,186Issue of stock for
      cash pursuant to the        
      exercise of options
     at
      $0.25
    
    205,000
    
    
    205
    
    
    51,045
    
    
    -
    
    
    51,250Issue 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
    
    
    -
    
    
    15,000Issuance of stock
      for services
     at $2.00
    
    10,000
    
    
    10
    
    
    19,990
    
    
    -
    
    
    20,000 at $0.35
    
    350,000
    
    
    350
    
    
    122,150
    
    
    -
    
    
    122,500Cancellation 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
    )Balance, December 31, 2004
    
    
    18,972,675
    
    
    18,971
    
    
    3,557,111
    
    
    (4,803,992
    )
    
    (1,227,910
    )Non-cash
      compensation charge
    
    
    -
    
    
    -
    
    
    25,700
    
    
    -
    
    
    25,700Issue of stock for cash pursuant
      to the         exercise of
      warrants
     at $0.07
    
    75,820
    
    
    76
    
    
    5,232
    
    
    -
    
    
    5,308 at $0.10
    
    357,760
    
    
    358
    
    
    35,417
    
    
    -
    
    
    35,775 at $0.11
    
    299,724
    
    
    300
    
    
    31,270
    
    
    -
    
    
    31,570 at $0.21
    
    16,803
    
    
    17
    
    
    3,483
    
    
    -
    
    
    3,500Issue of stock for debt
     at $0.39
    
    635,901
    
    
    636
    
    
    249,524
    
    
    -
    
    
    250,160Issuance 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
    
    
    -
    
    
    42,000Issuance of stock dividend
     at $0.65
    
    4,060,643
    
    
    4,061
    
    
    2,635,357
    
    
    (2,639,418
    )
    
    -Net loss
    
    
    -
    
    
    -
    
    
    -
    
    
    (517,270
    )
    
    (517,270
    )Balance, December 31, 2005
    
    
    25,660,326
    
    
    25,660
    
    
    6,928,553
    
    
    (7,960,680
    )
    
    (1,006,467
    )Issue of stock for
      cash pursuant to a
      private         placement
     at
      $0.40
    
    200,000
    
    
    200
    
    
    79,800
    
    
    -
    
    
    80,000Issue of stock for finders fee
     at $0.40
    
    100,000
    
    
    100
    
    
    39,900
    
    
    -
    
    
    40,000Share issue costs
    
    
    -
    
    
    -
    
    
    (43,000
    )
    
    -
    
    
    (43,000
    )Beneficial conversion feature
      on         convertible debt
    
    
    -
    
    
    -
    
    
    77,800
    
    
    -
    
    
    77,800Net loss
    
    
    -
    
    
    -
    
    
    -
    
    
    (401,655
    )
    
    (401,655
    )Contd


SEE ACCOMPANYING NOTES

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED                                     
|---------------------------------------------------------------------------------
|(A Development Stage Company)                                                    
|INTERIM STATEMENTS OF CHANGES IN CAPITAL DEFICIT                                 
|For the period from February 28, 1989 (Date of Inception)
      to March 31, 2011
|(Stated in U.S. Dollars)                                                         
|(Unaudited)                                                                      

DeficitAccumulatedAdditional
    
    
    During theCommon Stock
    
    
    Paid-In
    
    
    DevelopmentShares
    
    
    Par Value
    
    
    Capital
    
    
    Stage
    
    
    TotalBalance, December 31, 2006
    
    
    25,960,326
    
    $
    25,960
    
    $
    7,083,053
    
    $
    (8,362,335
    )
    $
    (1,253,322
    )Issue of stock for
      cash pursuant to a
      private         placement
     at $0.25
    
    200,000
    
    
    200
    
    
    49,800
    
    
    -
    
    
    50,000Issuance of stock for services
     at $0.20
    
    700,000
    
    
    700
    
    
    139,300
    
    
    -
    
    
    140,000Non-cash
      compensation charge
    
    
    -
    
    
    -
    
    
    29,240
    
    
    -
    
    
    29,240Beneficial conversion feature on
      convertible         debt
    
    
    -
    
    
    -
    
    
    39,600
    
    
    -
    
    
    39,600Net loss
    
    
    -
    
    
    -
    
    
    -
    
    
    (519,345
    )
    
    (519,345
    )Balance, December 31, 2007
    
    
    26,860,326
    
    
    26,860
    
    
    7,340,993
    
    
    (8,881,680
    )
    
    (1,513,827
    )Issuance of stock for services
     at $0.07
    
    750,000
    
    
    750
    
    
    51,250
    
    
    -
    
    
    52,000Non-cash
      compensation charge
    
    
    -
    
    
    -
    
    
    251,078
    
    
    -
    
    
    251,078Beneficial conversion feature on
      convertible         debt
    
    
    -
    
    
    -
    
    
    122,262
    
    
    -
    
    
    122,262Net loss
    
    
    -
    
    
    -
    
    
    -
    
    
    (723,811
    )
    
    (723,811
    )Balance, December 31, 2008
    
    
    27,610,326
    
    
    27,610
    
    
    7,765,583
    
    
    (9,605,491
    )
    
    (1,812,298
    )Net loss
    
    
    -
    
    
    -
    
    
    -
    
    
    (154,805
    )
    
    (154,805
    )Balance, December 31, 2009
    
    
    27,610,326
    
    
    27,610
    
    
    7,765,583
    
    
    (9,760,296
    )
    
    (1,967,103
    )Net loss
    
    
    -
    
    
    -
    
    
    -
    
    
    (134,729
    )
    
    (134,729
    )Balance, December 31, 2010
    
    
    27,610,326
    
    
    27,610
    
    
    7,765,583
    
    
    (9,895,025
    )
    
    (2,101,832
    )Net loss
    
    
    -
    
    
    -
    
    
    -
    
    
    (35,971
    )
    
    (35,971
    )Balance, March 31, 2011
    
    
    27,610,326
    
    $
    27,610
    
    $
    7,765,583
    
    $
    (9,930,996
    )
    $
    (2,137,803
    )


SEE ACCOMPANYING NOTES

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|(A Development Stage Company)               
|NOTES TO THE INTERIM FINANCIAL STATEMENTS   
|March 31, 2011                              
|(Stated in U.S. Dollars)                    
|(Unaudited)                                 

|1. | Nature of Operations and Ability to Continue as a
      Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company is in the development stage and is devoting
      its efforts to exploring new investment opportunities, including real
      estate development projects.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | These financial statements have been prepared in
      accordance with generally accepted accounting principles applicable to a
      going concern, which assumes that the Company will be able to meet its
      obligations and continue its operations for its next fiscal year.
      Realization values may be substantially different from carrying values as
      shown and these financial statements do not give effect to adjustments
      that would be necessary to the carrying values and classification of
      assets and liabilities should the Company be unable to continue as a going
      concern. At March 31, 2011, the Company had not yet achieved profitable
      operations, has an accumulated deficit of $9,930,996 since its inception,
      has a working capital deficiency of $1,345,803 and expects to incur
      further losses in the development of its business, all of which casts
      substantial doubt about the Companys ability to continue as a going
      concern. Management anticipates that it requires approximately $75,000
      over the twelve months ended December 31, 2011 to continue operations as
      well as the Company estimates it will accrue interest expenses of $60,000
      over the next 12 months on loans due to related parties. In addition to
      funding the Companys general, administrative and corporate expenses the
      Company is obligated to address its current obligations totalling
      $1,346,060. To the extent that cash needs are not achieved from operating
      cash flow and existing cash on hand, the Company will be required to raise
      necessary cash through shareholder loans, equity issuances and/or other
      debt financing. Amounts raised will be used to continue the development of
      the Company's investment activities, and for other working capital
      purposes.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Companys ability to continue as a going concern is
      dependent upon its ability to generate future profitable operations and/or
      to obtain the necessary financing to meet its obligations and repay its
      liabilities arising from normal business operations when they come due.
      Management has no formal plan in place to address this concern but
      considers that the Company will be able to obtain additional funds by
      equity financing and/or related party advances; however there is no
      assurance of additional funding being available. The Company has
      historically satisfied its capital needs primarily by issuing equity
      securities. Management plans to continue to provide for its capital needs
      during the year ended December 31, 2011, by issuing equity securities
      and/or related party advances.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The accompanying unaudited interim financial statements
      have been prepared by the Company pursuant to the rules and regulations of
      the United States Securities and Exchange Commission. Certain information
      and disclosures normally included in annual financial statements prepared
      in accordance with accounting principles generally accepted in the United
      States of America have been condensed or omitted pursuant to such rules
      and regulations. In the opinion of management, all adjustments and
      disclosures necessary for a fair presentation of these financial
      statements have been included. Such adjustments consist of normal
      recurring adjustments. These interim financial statements should be read
      in conjunction with the annual audited financial statements of the Company
      for the fiscal year ended December 31, 2010, included in the Companys
      10-K Annual Report as filed with the United States Securities and Exchange
      Commission.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The results of operations for the three months ended
      March 31, 2011 are not indicative of the results that may be expected for
      the full year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|(A Development Stage Company)               
|NOTES TO THE INTERIM FINANCIAL STATEMENTS   
|March 31, 2011                              
|(Stated in U.S. Dollars)                    
|(Unaudited)                                 

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

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | March 31, |  |   | December 31, | 
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --------- |  | - | ------------ | 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | 2011      |  |   | 2010         | 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |           |  |   |              | 
| | a) | Loan payable to a company controlled by a director of the
      Company including accrued interest of $7,011 (December 31, 2010 - $6,614).
      The loan is unsecured, bearing interest at 12% per annum and is repayable
      on demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | $ | 13,813    |  | $ | 13,416       | 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |           |  |   |              | 
| | b) | Loans payable to companies controlled by directors of the
      Company. The loans are unsecured, non-interest bearing, and repayable upon
      demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | 188,128   |  |   | 164,682      | 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |           |  |   |              | 
| | c) | Loan payable to a company controlled by a director of the
      Company, including accrued interest payable of $62,914 (December 31, 2010
      - $ 57,459 ), pursuant to a Convertible Loan Agreement. The loan is
      unsecured, bearing interest at 10% per annum and is repayable on demand.
      The lender may at anytime convert the principal sum into units of the
      Company. Each unit will consist of one common share plus one common share
      purchase warrant. The principal sum of $163,766 may be converted into
      2,320,858 units. Conversion of these loans and resulting associated
      warrants to equity will be based on the conversion price set at the time
      the principal amount was drawn ranging from $0.05 to $0.23. Upon
      conversion of this loan, warrants with a fair value of $73,685 will be
      recognized as an interest expense and credited to additional paid-in
      capital. |   | 226,680   |  |   | 221,225      | 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |           |  |   |              | 
| | d) | Loan payable to a company controlled by a director of the
      Company, including accrued interest of $90,936 (December 31, 2010 -
      $82,606), pursuant to a Convertible Loan Agreement. The loan is unsecured,
      bearing interest at 10% per annum and is repayable on demand. The lender
      may at anytime convert the principal sum into units of the Company. Each
      unit will consist of one common share plus one common share purchase
      warrant. The principal sum of $255,209 may be converted into 4,526,436
      units. Conversion of this loan and resulting associated warrants to equity
      will be based on the conversion price set at the time the principal amount
      was drawn ranging from $0.05 to $0.12. Upon conversion of this loan,
      warrants with a fair value of $113,338 will be recognized as an interest
      expense and credited to additional paid-in capital.                  |   | 346,145   |  |   | 337,815      | 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |           |  |   |              | 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | $ | 774,766   |  | $ | 737,138      | 

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|(A Development Stage Company)               
|NOTES TO THE INTERIM FINANCIAL STATEMENTS   
|March 31, 2011                              
|(Stated in U.S. Dollars)                    
|(Unaudited)                                 

|3. | Capital Stock Notes 2 and 4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Class A Convertible Preferred Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Class A convertible preferred shares issued in 2003
      have a par value of $0.001 and are convertible to common shares at $4.00
      per share during the first 180 days following issuance, and thereafter at
      the average of twenty consecutive days closing prices, but shall not be
      less than $1.50 per share or greater than $6.00 per share. The Company has
      the right to redeem its Class A convertible preferred stock at any time by
      paying to the holders thereof the sum of $4 per share.                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The aggregate liquidation value of the Class A
      convertible preferred shares is $792,000. A merger or consolidation of the
      Company that results in the Companys stockholders immediately prior to
      the transaction not holding at least 50% of the voting power of the
      surviving entity shall be deemed a liquidation event.                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Stock Option Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Companys board of directors approved a stock option
      plan. Under the plan directors, employees and consultants may be granted
      options to purchase common stock of the Company at a price of not less
      than 100% of the fair market value of the stock. The total number of
      options granted must not exceed 15% of the outstanding common stock of the
      Company. The plan expires on July 1, 2017.                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In previous periods, the Company granted share purchase
      options to directors, employees, and consultants of the Company at the
      closing price of the Companys common stock on the date of the grants. The
      options have been granted with a term of 5 years.                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The fair value of each option grant was estimated on the
      date of the grant using the Black-Scholes option valuation model. The
      Black-Scholes option valuation model requires the input of highly
      subjective assumptions including the expected price volatility. Changes in
      the subjective input assumptions can materially affect the fair value
      estimate and therefore the Black-Scholes model does not necessarily
      provide a reliable single measure of the fair value of the Companys share
      purchase options.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | During the three month periods ended March 31, 2011 and
      2010 the Company did not grant any stock options to directors, employees,
      or consultants.                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | During the period ended March 31, 2011, the change in
      share purchase options outstanding are as
follows:                                                                                                                                                                                                                                                                                                                                                                                                                                              

| |                                          |  |           |   |   | Weighted |  |  | Weighted         |  |   |           | 
| | ---------------------------------------- |  | --------- | - | - | -------- |  |  | ---------------- |  | - | --------- | 
| |                                          |  |           |   |   | Average  |  |  | Average          |  |   | Aggregate | 
| |                                          |  |           |   |   | Exercise |  |  | Remaining        |  |   | Intrinsic | 
| |                                          |  | Shares    |   |   | Price    |  |  | Contractual Life |  |   | Value     | 
| |                                          |  |           |   |   |          |  |  |                  |  |   |           | 
| | Options outstanding at December 31, 2009 |  | 3,725,000 |   | $ | 0.15     |  |  | 3.42 years       |  | $ | -         | 
| | Cancelled during
      the year          |  | (550,000  | ) | $ | 0.15     |  |  | 2.42
      years |  |   | -         | 
| | Options outstanding at December 31, 2010 |  | 3,175,000 |   | $ | 0.15     |  |  | 2.42 years       |  | $ | -         | 
| | Cancelled during
      the period        |  | (50,000   | ) | $ | 0.15     |  |  | 2.42
      years |  |   | -         | 
| | Options outstanding at March 31, 2011    |  | 3,125,000 |   | $ | 0.15     |  |  | 2.17 years       |  | $ | -         | 

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|(A Development Stage Company)               
|NOTES TO THE INTERIM FINANCIAL STATEMENTS   
|March 31, 2011                              
|(Stated in U.S. Dollars)                    
|(Unaudited)                                 

|3. | Capital Stock Notes 2 and 4  (contd)
      Stock-based Compensation  (contd)         
|-- | ------------------------------------------------------------------------------------------
|   |                                                                                           
|   | As at March 31, 2011, the Company had share purchase
      options outstanding as follows:

| | Number of Options | Exercise Price | Expiry Date 
| | ----------------- | -------------- | ------------
| | 3,125,000         | $0.15          | June 1, 2013

|   | As at March 31, 2010 and December 31, 2010 all of the
      outstanding share purchase options were exercisable.                                                                                                                                                                                           
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                            
|4. | Non-Cash Transactions                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                            
|   | Investing and financing activities that do not have a
      direct impact on cash flows are excluded from the statements of cash
      flows. The Company issued common shares for settlement of debts,
      convertible loans, and for services provided to the Company during the
      following years:

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

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

---

|STRATEGIC INTERNET INVESTMENTS, INCORPORATED
|--------------------------------------------
|(A Development Stage Company)               
|NOTES TO THE INTERIM FINANCIAL STATEMENTS   
|March 31, 2011                              
|(Stated in U.S. Dollars)                    
|(Unaudited)                                 

|5. | Related Party Transactions Notes 2 and
  3                                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                  
|   | The Company was charged the following by stockholders,
      directors, by companies controlled by directors and/or stockholders of the
      Company, and by companies with directors in
common:

| |                    |   |                              |  |   |           |  |   | Cumulative from | 
| | ------------------ | - | ---------------------------- |  | - | --------- |  | - | --------------- | 
| |                    |   |                              |  |   |           |  |   | February 28,    | 
| |                    |   |                              |  |   |           |  |   | 1989 (Date of   | 
| |                    |   |                              |  |   |           |  |   | Inception) to   | 
| |                    |   | Three months ended March 31, |  |   | March 31, | 
| |                    |   | 2011                         |  |   | 2010      |  |   | 2011            | 
| |                    |   |                              |  |   |           |  |   |                 | 
| | Consulting fees    | $ | -                            |  | $ | -         |  | $ | 249,043         | 
| | Interest           |   | 14,182                       |  |   | 12,841    |  |   | 376,436         | 
| | Management fees    |   | -                            |  |   | -         |  |   | 546,325         | 
| | Office and general |   | -                            |  |   | -         |  |   | 26,944          | 
| | Rent               |   | -                            |  |   | -         |  |   | 130,232         | 
| |                    |   |                              |  |   |           |  |   |                 | 
| |                    | $ | 14,182                       |  | $ | 12,841    |  | $ | 1,328,980       | 

|   | At March 31, 2011, accounts payable includes $464,418
      (December 31, 2010 - $461,695) due to directors of the Company and
      companies controlled by directors of the Company in respect of unpaid
      management fees and expenses incurred on behalf of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | At March 31, 2011, accounts payable also includes $15,527
      (December 31, 2010 - $15,527) of expenses for operating costs paid on
      behalf of the Company by companies with directors in common.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company entered into two Management Services
      Agreements dated January 1, 2007 with a director and a company controlled
      by a director of the Company. Under the terms of these agreements they
      were each paid $7,500 per month, plus taxes where applicable, for
      management services. These agreements were for a 24-month period and
      expired on December 31, 2008. Effective September 12, 2008, one of the
      agreements was terminated and the other was not renewed subsequent to
      December 31, 2008. If the Company is unable to pay for the services, the
      consultant may elect to settle any portion of outstanding amounts plus
      interest with units of the Company. Each unit shall consist of one common
      share and one share purchase warrant entitling the holder to purchase one
      additional common share of the Company. The price for the units and
      warrants will be determined based on a discount to the 10 day average
      market price ranging from 50% to 60%, but no less than $0.05 per
    share.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|6. | Subsequent Event                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Subsequent to March 31, 2011 the Company received an
      additional loan of $20,000 from a company controlled by a director of the
      Company. This loan is unsecured, non-interest bearing, and repayable upon
      demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

---

|2. | Managements Discussion and Analysis of Financial
      Condition and Results of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The following discussion should be read in conjunction
      with our unaudited interim financial statements and the related notes that
      appear elsewhere in this quarterly report. The following discussion
      contains forward-looking statements that reflect our plans, estimates and
      beliefs. Our actual results could differ materially from those discussed
      in the forward looking statements. Factors that could cause or contribute
      to such differences include those discussed below and elsewhere in this
      annual report.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Our unaudited interim financial statements are stated in
      United States dollars and are prepared in accordance with United States
      generally accepted accounting principles (GAAP).                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company is in the development stage, accordingly
      certain matters discussed herein are based on potential future
      circumstances and developments, which the Company anticipates, but which
      cannot be assured.                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Plan of Operation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company had been devoting its business efforts to
      real estate development projects located in Bahrain and Turkey. During
      April and May 2009, the Company terminated its involvement in these
      projects. The Company plans to investigate new real estate development
      projects during 2011.                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Our estimated cash expenses over the next twelve months
      are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

| | Accounting, audit, and legal fees   | $ | 65,000 | 
| | ----------------------------------- | - | ------ | 
| | General and administrative expenses |   | 2,000  | 
| | Regulatory and transfer agent fees  |   | 8,000  | 
| |                                     | $ | 75,000 | 

The Company also estimates it will
accrue interest expenses of $60,000 over the next 12 months on loans due to
related parties. It is not anticipated the interest will be paid in cash during
2011, and therefore interest has been excluded from the above list of cash
expenses.

To date we have funded our operations
primarily with loans from shareholders and issue new equity. In addition to
funding the Companys general, administrative and corporate expenses the Company
is obligated to address its current obligations totalling $1,346,060. To the
extent that cash needs are not achieved from operating cash flow and existing
cash on hand, the Company will be required to raise necessary cash through
shareholder loans, equity issuances and/or other debt financing. Amounts raised
will be used to continue the development of the Company's investment activities,
and for other working capital purposes, which may be dilutive to existing
shareholders. The Company currently has no agreement in place to raise funds for
current liabilities and no guarantee can be given that we will be able to raise
funds for this purpose on terms acceptable to the company. Failure to raise
funds for general, administrative and corporate expenses and current liabilities
could result in a severe curtailment of the Companys operations.

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

Results of Operations

During the quarter ended March 31,
2011, the Company incurred general and administrative expenses totaling $30,782
compared to $31,748 during the same period of the previous year.

The volume of transactions and business
activities has changed little compared to the prior year. The changes in our
general and administrative expenses for the three month period ended March 31,
2011 when compared to the three month period ended March 31, 2010 was primarily
due to:

| | a) | The 2011 accounting and audit fees is $15,000 compared to
      $17,640 in the 2010 period. Due to the timing of the Companys December
      31. 2010 audit, the associated accounting and audit fees were not fully
      incurred until after March 31, 2011. The amount recorded at March 31, 2011
      is a only an estimate. The remaining expenses will be recorded in the
      2ndquarterly period ending June 30, 2011.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | b) | Interest on loans increased by $1,341, this is attributed
      to the compounding effect of the quarterly
interest calculation as the Company has not been making any payments on
these debts.                                                                                                                                                                                                                                   

---

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

As of March 31, 2011, the Company had
total current assets of $257 and total liabilities of $1,346,060. The Company
had cash of $148 and a working capital deficiency of $1,345,803 as of March 31,
2011 compared to cash on hand of $236 and a working capital deficiency of
$1,309,832, for the year ended December 31, 2010. We anticipate that we will
incur approximately $75,000 for cash operating expenses, including professional,
legal and accounting expenses associated with our reporting requirements under
the Exchange Act during the next twelve months. In addition to funding the
Companys general, administrative and corporate expenses the Company is
obligated to address its current obligations totaling $1,346,060. To the extent
that cash needs are not achieved from operating cash flow and existing cash on
hand, the Company will be required to raise necessary cash through shareholder
loans, equity issuances and/or other debt financing. Amounts raised will be used
to continue the development of the Company's investment activities, and for
other working capital purposes. Accordingly, we will need to obtain additional
financing in order to continue our planned business activities.

Cash used in operating activities for
the three month period ended March 31, 2011 was $23,534 as compared to cash used
by operating activities for the same period in 2010 of $5,270. The decrease in
cash used in operating activities was primarily due to the increase in accounts
payable; and a reduction in regulatory fees and travel expenses.

The Company has the following loans
outstanding as of March 31, 2011:

A $13,813 loan payable to a company
controlled by a director of the Company including accrued interest of $7,011
(December 31, 2010 - $6,614). The loan is unsecured, bearing interest at 12% per
annum and is repayable on demand.

$188,128 in loans payable to companies
controlled by directors of the Company. These loans are unsecured, non-interest
bearing, and repayable upon demand.

A $226,680 loan payable to a company
controlled by a director of the Company, including accrued interest payable of
$62,914 (December 31, 2010 - $57,459), pursuant to a Convertible Loan Agreement.
The loan is unsecured, bearing interest at 10% per annum and is repayable on
demand. The lender may at anytime convert the principal sum into units of the
Company. Each unit will consist of one common share plus one common share
purchase warrant. The principal sum of $163,766 may be converted into 2,320,858
units. Conversion of these loans and resulting associated warrants to equity
will be based on the conversion price set at the time the principal amount was
drawn ranging from $0.05 to $0.23. Upon conversion of this loan, warrants with a
fair value of $73,685 will be recognized as an interest expense and credited to
additional paid-in capital.

A $346,145 loan payable to a company
controlled by a director of the Company, including accrued interest of $90,936
(December 31, 2010 - $82,606),pursuant to a Convertible Loan Agreement.
The loan is unsecured, bearing interest at 10% per annum and is repayable on
demand. The lender may at anytime convert the principal sum into units of the
Company. Each unit will consist of one common share plus one common share
purchase warrant. The principal sum of $255,209 may be converted into 4,526,436
units. Conversion of this loan and resulting associated warrants to equity will
be based on the conversion price set at the time the principal amount was drawn
ranging from $0.05 to $0.12. Upon conversion of this loan, warrants with a fair
value of $113,338 will be recognized as an interest expense and credited to
additional paid-in capital.

Going Concern

The unaudited financial statements
accompanying this report have been prepared on a going concern basis, which
implies that our company will continue to realize its assets and discharge its
liabilities and commitments in the normal course of business. Our company has
not generated revenues since inception and has never paid any cash dividends and
is unlikely to pay cash dividends or generate earnings in the immediate or
foreseeable future. The continuation of our company as a going concern is
dependent upon the continued financial support from our shareholders, the
ability of our company to obtain necessary equity financing to achieve our
operating objectives, and the attainment of profitable operations. As of March
31, 2011, we had cash of $148 and we estimate that we will require approximately
$75,000 to fund our business operations over the next twelve months. In addition
to funding the Companys general, administrative and corporate expenses the
Company is obligated to address its current obligations totalling $1,346,060. To
the extent that cash needs are not achieved from operating cash flow
      and existing cash on hand, the Company will be required to raise necessary
      cash through shareholder loans, equity issuances and/or other debt
      financing. Amounts raised will be used to continue the development of the
      Company's investment activities, and for other working capital
      purposes.

---

|   | Accordingly, we do not have sufficient funds for planned
      operations and we will be required to raise additional funds for
      operations after that date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | These circumstances raise substantial doubt about our
      ability to continue as a going concern, as described in the Note 1 of our
      March 31, 2011 unaudited financial statements. The financial statements do
      not include any adjustments that might result from the outcome of that
      uncertainty. The continuation of our business is dependent upon us raising
      additional financial support. The issuance of additional equity securities
      by us could result in a significant dilution in the equity interests of
      our current stockholders. Obtaining commercial loans, assuming those loans
      would be available, will increase our liabilities and future cash
      commitments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | There are no assurances that we will be able to obtain
      further funds required for our continued operations. We are pursuing
      various financing alternatives to meet our immediate and long-term
      financial requirements. There can be no assurance that additional
      financing will be available to us when needed or, if available, that it
      can be obtained on commercially reasonable terms. If we are not able to
      obtain the additional financing on a timely basis, we will be forced to
      scale down or perhaps even cease the operation of our business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Future Financings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | As of March 31, 2011, we had cash of $148 and we estimate
      that we will require approximately $75,000 to fund our business operations
      over the next twelve months. In addition to funding the Companys general,
      administrative and corporate expenses the Company is obligated to address
      its current obligations totaling $1,346,060. Accordingly, we do not have
      sufficient funds for planned operations and we will be required to raise
      additional funds for operations after that date. We anticipate continuing
      to rely on equity sales of our common shares or shareholder loans in order
      to continue to fund our business operations. Issuances of additional
      shares will result in dilution to our existing stockholders. There is no
      assurance that we will achieve any additional sales of our equity
      securities or arrange for debt or other financing to fund our planned
      activities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Off-balance sheet arrangements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | As of the date of this Report, the Company does not have
      any off-balance sheet arrangements that have or are reasonably likely to
      have a current or future effect on the company's financial condition,
      change in financial condition, revenues or expenses, results of
      operations, liquidity, capital expenditures or capital resources that are
      material to investors. The term "off-balance sheet arrangement" generally
      means any transaction, agreement, or other contractual arrangement to
      which an entity unconsolidated with the Company is a party under which the
      Company has (i) any obligation arising under a guarantee contract,
      derivative instrument or variable interest; or (ii) a retained or
      contingent interest in assets transferred to such entity or similar
      arrangement that serves as credit, liquidity or market risk support for
      such assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | Quantitative and Qualitative Disclosures About Market
      Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company has no market risk sensitive
    instruments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4. | Controls and Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | As required by Rule 13(a)-15 under the Exchange Act, in
      connection with this quarterly report on Form 10-Q, under the direction of
      our Chief Executive Officer and Chief Financial Officer, we have evaluated
      our disclosure controls and procedures as of March 31, 2011, our
      disclosure controls and procedures were ineffective. As of the date of
      this filing, we are still in the process of remediating such material
      weaknesses in our internal controls and procedures. Additionally, we are
      currently inactive as we seek new business opportunities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | It should be noted that while our management believes our
      disclosure controls and procedures provide a reasonable level of
      assurance, they do not expect that our disclosure controls and procedures
      or internal controls will prevent all error and all fraud. A control
      system, no matter how well conceived or operated, can provide only
      reasonable, not absolute, assurance that the objectives of the control
      system are met. Further, the design of a control system must reflect the
      fact that there are resource constraints, and the benefits of controls
      must be considered relative to their costs. Because of
  the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within our company have been
detected. These inherent limitations include the realities that judgments in
decision making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the controls. The design of any system of internal control is based
in part upon certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions. Over time, controls may become
inadequate because of changes in conditions, or the degree of compliance with
the policies or procedures may deteriorate. Because of the inherent limitations
in a cost-effective control system, misstatements due to error or fraud may
occur and not be detected.

There were no changes in our internal
control over financial reporting during the period ended March 31, 2011 that
have materially affected or are reasonably likely to materially affect, our
internal control over financial reporting.

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Part II  Other Information

|1. | Legal Proceedings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|1. | A Risk Factors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Not applicable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2. | Unregistered Sales of Equity Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Sales of Securities Without Registration Under the
      Securities Act of 1933                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On August 10, 2003 the Company entered into a Convertible
      Loan Facility Agreement with Star Leisure & Entertainment Inc. (Star
      Leisure), a company controlled by a Director and Officer of Strategic,
      whereby the Company would, from time to time, borrow operating funds from
      Star Leisure, at an interest rate of 10%, repayable on demand. The lender
      has the right to convert all or part of the principal sum into units at a
      conversion rate which is calculated at a discount to the average closing
      market price for ten days preceding a loan advance. Each unit consists of
      one common share of the Company and one non-transferable share purchase
      warrant, expiring 2 years from the conversion date, exercisable at the
      applicable conversion rate. On August 31, 2008 the Company entered into
      agreements to transfer previous advances and accrued interest to
      convertible loans under the Convertible Loan Facility Agreement. At
      September 30, 2010, the Star Leisure loan principal was $255,209. The loan
      principal is convertible into 4,526,436 units at conversion price ranging
      from $0.05 to $0.12 as set at the time the principal was borrowed. Star
      Leisure has not converted any part of the principal sums advanced into
      units as of September 30, 2010. This transaction is with an offshore
      non-U.S. person; accordingly, these securities are exempt from
      registration pursuant to Regulation S.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On May 5, 2006 the Company entered into a Convertible
      Loan Facility Agreement with CMB Investments Ltd. (CMB), a company
      controlled by a Director of Strategic, whereby the Company would, from
      time to time, borrow operating funds from CMB, at an interest rate of 10%,
      repayable on demand. The lender has the right to convert all or part of
      the principal sum into units at a conversion rate which is calculated at a
      discount to the average closing market price for ten days preceding a loan
      advance. Each unit consists of one common share of the Company and one
      share purchase warrant, expiring 2 years from the conversion date,
      exercisable at the applicable conversion rate. At September 30, 2010, the
      CMB loan principal was $163,766. The loan principal is convertible into
      2,320,858 units. Conversion of this loan and associated warrants to equity
      will be at a price ranging from $0.05 to $0.23. CMB has not converted any
      part of the principal sums advanced into units as of September 30, 2010.
      This transaction is with an offshore non-U.S. person; accordingly, these
      securities are exempt from registration pursuant to Regulation
S.                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In June 2008 the Company entered into two Consulting
      Agreements for consulting services for a period of 12 months. Pursuant to
      these agreements, the Company issued 750,000 common shares with a market
      price of $0.07 per share, for a total deemed consideration of $52,000.
      These transactions are with offshore non-U.S. persons; accordingly, these
      securities are exempt from registration pursuant to Regulation S, however
      they are restricted under Rule 144.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Purchase of Equity Securities by the Issuer and
      Affiliated Purchasers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | We did not purchase any of our shares of common stock or
      other securities during the period ended March 31, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|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 of Exhibit |                                               |           
| | ---------------- | --------------------------------------------- | ----------
| | Items            | Description                                   | Exhibit   
| |                  |                                               |           
| | 601-3(i)         | Articles of Incorporation                     | Note 1    
| | 601-(3)(ii)      | Bylaws                                        | Note 1    
| | 601-(3)(iii)     | Certificate of Amendment                      | Note 1    
| | 601-(10)         | Stock Award Plan                              | Note 2    
| | 601-(31)         | Rule 13a-14(a)/15d-14(a)
      Certifications | Exhibit 31
| | 601-(32)         | Section 1350 Certifications                   | Exhibit 32

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

SIGNATURES

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

|                         | Strategic Internet Investments,
      Incorporated
|------------------------ | --------------------------------------------------
|                         |                                                   
|                         |                                                   
|                         |                                                   
|Date: May 19,
      2011 | /s/
      Abbas Salih                             
|                         | Abbas Salih, CEO, CFO, Director                   

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