UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ~~[X]~~ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2015~~ 2016

¨ ~~[ ]~~ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to________________

Commission file number 033-28188

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

Delaware		84-1116458
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
24 First Avenue East, STE C P.O. Box 918 Kalispell, Montana		59903
(Address of principal executive offices)		(Zip Code)

(Exact name of registrant as specified in its charter)

Delaware		84-1116458
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Jood Palace Hotel 36-A Street Off Al Rigga Road, Suite 1058 Deira Dubai P.O. Box 42211 UNITED ARAB EMIRATES
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 406-552-1170

Securities registered under Section 12(b) of the Act:

None		N/A
Title of each class		Name of each exchange on which registered

Securities registered under Section 12(g) of the Act: ~~None~~

~~Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]~~ None

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X]

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
	Yes ¨ No x
Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
	Yes ¨ No x
Indicate by checkmark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
	Yes x No ¨

Indicate by checkmark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]


			Yes x No ¨
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
			x
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ Non-accelerated filer ¨	(Do not check if a smaller reporting company)	Accelerated filer ¨ Smaller reporting company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
			Yes x No ¨

~~Indicate~~State bythe ~~check~~aggregate ~~mark~~market ~~whether~~value of the ~~registrant has~~voting ~~submitted electronically~~ and ~~posted~~non-voting oncommon ~~its~~equity ~~corporate~~held ~~Web~~by ~~site,~~non-affiliates ifcomputed ~~any,~~by ~~every Interactive~~reference ~~Data~~to ~~File~~the ~~required~~price toat bewhich ~~submitted~~the ~~and~~common ~~posted~~equity ~~pursuant~~was tolast ~~Rule~~sold, ~~405~~or the average bid and asked price of ~~Regulation~~such ~~S-T~~common ~~(§232.405~~equity, as of ~~this~~the ~~chapter)~~last ~~during~~business day of the ~~preceding~~registrant’s most recently completed 12second ~~months~~fiscal ~~(or~~quarter: ~~for~~$1,614,375.64 ~~such~~based ~~shorter~~on ~~period~~a ~~that~~price of $0.04 per share, being the ~~registrant~~price ~~was~~the ~~required~~common ~~to submit~~equity ~~and~~last ~~post~~sold ~~such~~on ~~files).~~May ~~Yes [X] No [ ]~~10, 2016 as quoted on the OTC Bulletin Board.

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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

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

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $8,071,878 based on a price of $0.20 per share, being the price the common equity last sold on June 30, 2015 as quoted on the OTC Bulletin Board.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ~~[ ]~~ ¨ No ~~[ ]~~ ¨ N/A

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 40,359,391 common shares issued and outstanding as of ~~February~~December 2931, 2016.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). Not Applicable

~~PART I~~Part I

Forward Looking Statements.

This annual 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.

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 annual 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 annual report, the terms “we”, “us”, “our”, the “Company”, “Strategic”, and “SIII” mean Strategic Internet Investments, Incorporated, unless otherwise indicated.

~~ITEM~~ Item 1. ~~BUSINESS~~ Business

Form of Organization

The Company was incorporated in Colorado on February 28, 1989 as Jefferson Capital Corporation. Effective June 13, 1990 the Company changed its name to Ohio & Southwestern Energy Company. Effective July 1, 2001, the Company and Strategic Internet Investments, Incorporated (“Strategic” or “SIII”), an inactive Delaware corporation incorporated on March 2, 2001, were merged. All common shares outstanding of the Company were converted into an equal number of common shares of Strategic. The purpose of this merger was to change the corporate jurisdiction of the Company from Colorado to Delaware and to change the name of the Company. The surviving corporation of the merger is Strategic, a Delaware corporation.

Current Business

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~~ which cannot be assured.

The Company has been devoting its business efforts to real estate development projects located in Europe and the Middle East. The Company will continue to explore new ~~investment~~ investment opportunities, including real estate development projects, during its ~~2016~~2017 fiscal year.

OnAkCenter June 10, 2014 SIII entered into a Sale and Purchase Agreement (the “Akcenter Agreement”) with PG Proje Gelistirme Gayrimenkul A.S. and Star Leisure & Entertainment Inc. to acquire certain retail real estate in Turkey, namely the Akcenter Outlet and Shopping Center (the ”Akcenter Property”). This Akcenter Agreement was cancelled by mutual consent, and replaced by a new restated Sale and Purchase Agreement (the “Restated Akcenter Agreement”), effective November 3, 2014.

~~The~~On ~~Restated~~July ~~Akcenter~~18, ~~Agreement was~~2016, SIII entered into ~~between~~an ~~SIII~~agreement to ~~and~~acquire ~~ARIS~~100% ~~Foreign~~of ~~Trade~~the ~~and~~issued ~~Construction~~capital ~~Inc~~stock of PG Proje Geliştirme Gayrimenkul A. S. (“~~ARIS~~PG Proje”), ~~and~~a ~~Muzaffer~~Turkish ~~Mithat~~company that ~~Ataman~~is the owner of the AkCenter Shopping Center in Ankara, Turkey (the “~~Ataman~~AkCenter”). ~~and~~In consideration for the PG Proje ~~Gelistirme~~ ~~Gayrimenkul~~shares, ~~A.S.~~the ~~(“PG”).~~Company ~~ARIS~~agreed ~~and~~to ~~Ataman~~issue ~~are~~convertible ~~jointly~~debentures in the ~~“First~~amount ~~Party”;~~of ~~and ARIS~~$66, ~~Ataman~~000,000 ~~and~~to PGthe ~~are~~shareholders ~~jointly~~of ~~the~~PG ~~“Sellers”~~Proje. ~~The~~This ~~First~~is a related ~~Party~~party transaction as Mr. Abbas Salih is ~~the~~a ~~owner~~Director and Officer, or ~~where~~as ~~not~~well as the ~~direct~~controlling ~~owner~~shareholder, ~~represents~~of ~~the~~SIII and ~~owners~~indirectly ~~through~~owned ~~Power~~a ofminority ~~Attorney, of~~interest ~~the~~in ~~Akcenter~~PG ~~Property~~Proje.

~~SIII~~In isJuly ~~desirous~~2016, ~~of purchasing~~ the ~~Akcenter~~Company ~~Property~~entered byinto ~~either~~an ~~acquiring 100% of PG or 100% of the Akcenter~~agreement ~~Property~~with asPivotek-Akun-Alpinsaat ~~more~~JV ~~particularly~~(“Pivotek”) ~~described within the Restated Akcenter Agreement. The Sellers agree~~ to ~~accept~~complete ~~Convertible~~certain ~~Debenture~~property ~~Securities~~renovations ofon ~~SIII, issued and deposited into trust, as full payment of~~ the ~~purchase~~AkCenter. ~~price~~In consideration for the ~~Akcenter~~ ~~Property~~property asrenovations, ~~more particularly described within~~ the ~~Restated~~Company ~~Akcenter Agreement.~~agreed PGto ~~will~~issue ~~accept~~convertible ~~title~~debentures ~~transfer~~in of the ~~Akcenter~~amount ~~Property and act as the Akcenter Property’s registered owner and property manager, and will hold certain Convertible Securities~~ of ~~SIII~~$4, ~~registered in its name and deposited into trust~~400,000 ~~for~~to ~~and on behalf of the Sellers~~Pivotek. ~~The Restated Akcenter Agreement~~ ~~can be viewed in its entirety by visiting SIII’s web site at the following~~ ~~address:~~

~~www~~In July 2016, the Company entered into an agreement with Retail Square Gayrimenkul Yatrimlari Ve Danişmanlik S.~~siiincorporated~~A.~~com/images/Legal/2014/Amended_Agreement_Akcenter_11032014~~ (“Retail Square”) to act as the property manager of the AkCenter.~~pdf~~ In consideration for providing the property management services for a period of two years, the Company agreed to issue convertible debentures in the amount of $1,400,000 to Retail Square.

~~This~~In isNovember a2016, ~~non-arm’s~~the ~~length transaction~~Company, ~~based~~PG onProje, ~~the~~Pivotek, and ~~fact~~Retail ~~that~~Square, ~~Mr.~~mutually ~~Abbas~~agreed ~~Salih~~to isterminate ~~the~~their ~~President,~~respective ~~Director~~ agreements and ~~CEO~~cancel ~~as well as~~ the ~~controlling~~associated ~~shareholder~~convertible ofdebentures ~~SIII~~due to ~~and~~the ~~indirectly~~inability ~~holds~~to ~~a minority~~complete ~~interest~~certain inclosing PGconditions.

~~Any~~Skytower ~~funding~~Hotel that maybe required to complete the Akcenter Property transaction has not yet been fully secured, there can be no assurances the transaction will proceed and SIII management cautions investors of this risk.Atayol

On ~~September~~August 309, ~~2015~~2016, SIII entered into a ~~Conditional Sale and~~ Securities Purchase Agreement (the “~~Skytower~~Kayu Agreement”) ~~for the~~to ~~purchase~~acquire 60% of the ~~Skytower~~issued ~~Hotel~~capital ~~Atayol,~~stock ~~with~~Kayu ~~Atayol~~Tekstil ~~Otelcilik~~Sanayi ~~Isletmecilik Turizm~~Ve ~~Insaat vd~~ Ticaret Limited ~~A.S.,~~Sirketi (~~hereinafter~~ “~~Atayol~~Kayu”), a Turkish company, from Najibi Investment ~~Incorporation~~ Trading FZC (hereinafter “Najibi”), G7 Entertainment Incorporated, (hereinafter “G7”), Royaltun General Trading LLC., (hereinafter “Royaltun”), and Soha Investment Inc., (hereinafter “Soha) (jointly hereinafter the “Shareholders”). In consideration for the Kayu shares, the Company agreed to issue convertible debentures in the amount of $30,205,939 to the Shareholders of Kayu. This is a related party transaction as Mr. Abbas Salih is a Director and Officer, as well as the controlling shareholder, of SIII and has an ownership interest in and/or control of the Shareholders. Kayu has an agreement to acquire the Skytower Hotel Atayol in Akcakoca, Turkey (the “~~Seller’s~~Skytower Property”), subject to the successful discharge of a debt on the Skytower Property and the transfer of title to Kayu.

~~Within~~Upon ~~the~~discharge ~~Skytower Agreement, Atayol declares that it is the 100% owner~~ of ~~certain Real Estate located in Akcakoca Turkey known as~~ the ~~Skytower~~debt ~~Hotel~~on ~~Atayol (~~the “Skytower Property”), ~~and~~ ~~has entered into a Joint Venture Agreement (~~the ~~“JV~~Company ~~Agreement”)~~will ~~dated~~issue ~~July 22,~~convertible ~~2015~~debentures ~~among~~in the ~~parties~~amount ~~making up the Seller. The JV Agreement provides that shareholders~~ of ~~Najibi~~$12, G7656,768 ~~Royaltun and Soha are~~ to ~~provide~~Najibi, ~~financial assistance~~a toCompany ~~Atayol~~that insettled ~~exchange for Atayol transferring 100% of~~ the ~~Skytower~~existing ~~Property~~debt ~~into~~on ~~a newly formed Special Purpose Vehicle (~~the ~~“SPV’)~~Skytower ~~that the Sellers will control by own common shares ownership~~Property.

~~The~~Upon ~~Skytower~~transfer ~~Agreement contemplates that SIII will purchase up to 100%~~ of the Skytower Property, ~~either directly or~~title ~~through~~to ~~a staged purchase of the SPV at the “Purchase Price”~~Kayu, ~~which is defined within~~ the ~~Skytower~~Company ~~Agreement~~will toissue beconvertible ~~the~~debentures ~~lower~~in of the ~~net~~amount ~~appraised value~~ of ~~the Skytower Property as determined by a mutually acceptable~~$20, ~~fully independent~~137, ~~professional~~293 ~~valuator~~to ~~experienced~~a inshareholder ~~hotel~~of ~~real~~Kayu ~~estate~~to ~~valuation~~acquire ~~appraisal within~~ the ~~jurisdiction~~remaining 40% of the ~~Skytower~~capital ~~Property~~stock ~~location~~of orKayu. ~~alternatively, Atayol’s~~Upon ~~estimated~~completion ~~value~~ of USthese ~~$50~~transactions,~~000,000~~ ~~minus~~SIII ~~deduction~~will ofown ~~all~~100% ~~associated~~of ~~Skytower Property debt~~Kayu.

~~Under~~The ~~the~~Company ~~Skytower~~has ~~Agreement~~ the ~~parties~~ ~~have~~right ~~agreed~~to ~~that~~terminate ~~SIII will, upon completion of due diligence and~~ the ~~contemplated~~agreements ~~property valuation referred~~ to ~~above,~~acquire ~~finance~~ the ~~Purchase~~issued ~~Price through~~capital ~~the~~stock ~~issuance,~~ of ~~Convertible~~Kayu ~~Debenture~~and ~~Securities~~cancelled ofthe ~~SIII~~associated ~~with~~debentures ~~deemed value~~if ~~equal to~~ the ~~Purchase~~shareholders ~~Price. Each~~do ~~Convertible~~not ~~Debenture is to have a~~complete ~~deemed~~certain ~~value~~closing ofconditions. ~~US$100,000~~As ~~and is convertible into common share~~ of ~~SIII at US$1.00 per share. The convertible debentures will be issued into~~ the ~~name~~filing ofdate, the ~~SPV and~~closing ~~delivered~~conditions toin athe ~~mutually~~Kayu ~~acceptable~~agreement ~~Escrow~~of ~~Agent~~not ~~which~~yet ~~agent~~been ~~will~~met, ~~administer the~~and ~~convertible debenture under~~ the ~~terms of the~~ convertible debentures ~~debenture~~have ~~and~~not ~~an escrow~~been ~~agreement~~issued to ~~be implemented among~~ the ~~parties~~shareholders.

ItAny isadditional ~~the~~funding ~~intent~~that ofmaybe ~~certain~~required ~~parties within the Seller’s group~~ to ~~market~~complete the ~~convertible~~Skytower ~~debentures~~Property totransaction ~~their business~~has ~~contacts~~not ~~and~~yet ~~associates~~been ~~whom~~fully ~~are sophisticated and accredited investors~~secured, ~~within~~there ~~the~~can ~~Middle~~be ~~East~~no ~~and~~assurances ~~Turkey and when, and if,~~ the ~~debentures are~~transactions ~~purchased by these third parties, the debenture~~ will ~~be converted into~~ ~~shares~~proceed and ~~the~~SIII ~~proceeds~~management ~~distributed~~cautions ~~amongst~~investors ~~the shareholders~~ of ~~the~~this ~~SPV and the pro rata share of the Skytower Property or the SPV will be transferred to SIII~~risk.

~~The~~Marriott ~~closing~~Renaissance ofIzmir ~~the Agreement is subject to the acceptable completion of due diligence by SIII.~~Hotel

~~This~~On isAugust a30, ~~non-arm’s~~2016, ~~length~~the Company entered into ~~transaction~~Securities onPurchase Agreements (“SPAs”) with Najibi Investment Trading FZC, G7 Entertainment Incorporated, SOHA Investment & Partners, and Royaltun General Trading L.L.C. (the ~~basis~~“Investors”). ~~that~~These MrSPAs were entered into in connection with the acquisition of 50% of the stock of Par-San Turizm Anonim Sirketi (“Par-San”), which owns the Marriott Renaissance Izmir Hotel in Izmir, Turkey (the “Marriott”). The Investors are related parties to our Chief Executive Officer and Director, Abbas Salih, isas ana ~~insider~~result of ~~SIII~~Mr. asSalih’s ~~well~~ownership ~~as some~~interest ~~members~~in and/or control of the ~~Sellers~~Investors.

~~Any~~Pursuant ~~funding~~to ~~that~~the ~~maybe~~SPAs, ~~required~~we issued convertible debentures (“Debentures”) equal to ~~complete~~50% of the ~~Skytower~~difference ~~Property~~between ~~transaction~~$65 ~~has~~million ~~not~~minus ~~yet~~the ~~been~~approximately ~~fully secured~~$23,731,064 million ~~there~~debt ~~can~~owed beto noT.C. ~~assurances~~Ziraat Bankasi A.S. (the ~~transaction~~“Ziraat ~~will~~Bank ~~proceed~~Debt”). ~~and~~In ~~SIII~~exchange ~~management~~for these Debentures, the Investors sold ~~cautions~~and ~~investors~~transferred their 50% ownership in Par-San to the Company. In addition, the Company issued a Debenture in the amount of ~~this~~$23,731,064 to ~~risk~~Najibi Investment Trading FZC in exchange for Najibi Investment Trading FZC agreeing to pay the Ziraat Bank Debt in full.

~~Competition~~On October 14, 2016, the Company and the Investors entered into a Securities Exchange Agreement whereby they agreed to cancel the original SPAs and the Debentures and enter into new SPAs (the “New SPAs”) for the issuance of new, amended Debentures (the “New Debentures”) in the principal amount of $47,400,000.

WeUnder ~~are~~the aNew ~~development stage~~SPAs, ~~company~~the ~~engaged~~Company inand the ~~acquisition~~Investors agreed ofthat athe ~~prospective~~closing ~~real~~of ~~estate property. As~~the wepurchase ~~currently~~of do50% ~~not~~of ~~own~~Par-San an(the ~~interest~~“Closing”) inwill ~~any~~occur ~~real~~upon ~~estate~~the ~~property, we~~delivery ~~compete~~of ~~with~~certain ~~other~~documents and ~~companies for both~~ the ~~acquisition~~occurrence of ~~prospective properties~~other ~~and~~events, the ~~financing~~most ~~necessary~~important toof ~~develop~~which ~~such properties.~~are:

~~We conduct our~~· ~~business~~Payment in anfull ~~environment that is highly competitive and unpredictable. In seeking out prospective properties, we have encountered intense competition in all aspects~~ of our proposed business as we compete directly with other development stage companies as well as established international companies. Many of our competitors are national or international companies with far greater resources, capital and access to information than us. Accordingly, these competitors may be able to spend greater amounts on the ~~acquisition~~Ziraat ~~of prospective~~Bank ~~properties~~Debt and onwritten ~~the~~confirmation development of such properties. In addition, they may be able to afford greater expertise in the development real estate properties. This competition could result in our competitors having real estate properties of greater quality and attracting prospective investors to finance the development of such properties on more favorable terms. As a result of this competition, we may become involved in an acquisition with more risk or obtain financing on less favorable terms.thereof

~~Compliance~~· Release ~~with~~of ~~Government~~all ~~Regulation~~liens on the Marriott hotel

~~We will not know~~· ~~the~~Transfer ~~government~~of ~~regulations~~50% ~~and the cost~~ of compliance with such regulations with which we must comply until such time as we acquire an interest in a particular real estate property. If we are successful in acquiring a property interest, we will be required to comply with the ~~regulations~~stock of ~~governmental authorities~~Par-San ~~and agencies applicable~~ to the federal, state or provincial and local jurisdictions where the property is located. Development of real estate properties may require prior approval from applicable governmental regulatory agencies. There can be no assurance that such approvals will be obtained.Company

~~If our~~· ~~activities~~Payment should advance to the point where we engage in real estate development operations, we could become subject to environmental regulations promulgated by federal, state or provincial, and local government agencies as applicable. Environmental legislation provides for restrictions and prohibitions on real estate development which could result in environmental liability. A breach or violation of ~~such legislation may result in the imposition of fines and penalties. In addition~~$3, ~~certain types of operations require the submission and approval of environmental impact assessments. Environmental assessments are increasingly imposing higher standards~~000,000 greater enforcement, fines and penalties for non-compliance. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies, directors, officers and employees. The cost of compliance in respect of environmental regulation has the potential to ~~reduce~~ the ~~profitability~~Company offor ~~any future~~working ~~revenues that our company may generate.~~ capital

~~Employees~~If the Ziraat Bank Debt is not satisfied within a reasonable amount of time, as determined by the Company, the Company can cancel the New SPAs.

~~The~~In ~~Company~~preparation ~~currently~~for ~~does not~~Closing, ~~have~~the ~~any~~Company ~~employees.~~has executed ~~All~~the ~~business~~New ~~activities~~Debentures; ~~and~~however, ~~services~~they are ~~provided~~not bybinding obligations of the Company’s ~~directors~~until all closing conditions are satisfied or ~~consultants~~waived by the Company.

~~ITEM~~The 2.Company ~~PROPERTIES~~is working diligently toward Closing and intends to close the above transactions as soon as possible.

~~The~~Any ~~Company~~funding ~~does~~that ~~not directly~~maybe orrequired ~~indirectly~~to ~~own~~complete orthe ~~otherwise~~Marriott ~~have~~hotel ~~any~~transaction has ~~interest~~not inyet ~~any~~been ~~other~~fully ~~real estate~~secured, ~~property,~~there ~~capital~~can ~~assets,~~be orno ~~leases~~assurances the transaction will proceed and SIII management cautions investors of ~~assets~~this risk.

~~ITEM 3. LEGAL PROCEEDINGS.~~Competition

We ~~know~~are ofa nodevelopment ~~material,~~stage ~~active, or pending legal proceeding against our~~ company, ~~nor are we involved as a~~engaged ~~plaintiff~~ in ~~any~~the ~~material~~acquisition ~~proceeding~~of ora ~~pending~~prospective ~~litigation~~real ~~where~~estate ~~such~~property. ~~claim~~As ~~or action~~we ~~involves~~currently ~~damages~~do ~~for~~not ~~more~~own ~~than~~an ~~10%~~interest ~~of our current assets. There are no proceedings~~ in ~~which~~ any ofreal ~~our~~estate ~~company’s directors~~property, ~~officers, or affiliates,~~we orcompete ~~any~~with ~~registered~~other orcompanies ~~beneficial~~for ~~shareholders,~~both isthe anacquisition ~~adverse~~of ~~party~~prospective orproperties ~~has~~and ~~a material~~the ~~interest~~financing ~~adverse~~necessary to ~~our~~develop ~~company’s~~such ~~interest~~properties.

We conduct our business in an environment that is highly competitive and unpredictable. In seeking out prospective properties, we have encountered intense competition in all aspects of our proposed business as we compete directly with other development stage companies as well as established international companies. Many of our competitors are national or international companies with far greater resources, capital and access to information than us. Accordingly, these competitors may be able to spend greater amounts on the acquisition of prospective properties and on the development of such properties. In addition, they may be able to afford greater expertise in the development real estate properties. This competition could result in our competitors having real estate properties of greater quality and attracting prospective investors to finance the development of such properties on more favorable terms. As a result of this competition, we may become involved in an acquisition with more risk or obtain financing on less favorable terms.

Compliance with Government Regulation

We will not know the government regulations and the cost of compliance with such regulations with which we must comply until such time as we acquire an interest in a particular real estate property. If we are successful in acquiring a property interest, we will be required to comply with the regulations of governmental authorities and agencies applicable to the federal, state or provincial and local jurisdictions where the property is located. Development of real estate properties may require prior approval from applicable governmental regulatory agencies. There can be no assurance that such approvals will be obtained.

If our activities should advance to the point where we engage in real estate development operations, we could become subject to environmental regulations promulgated by federal, state or provincial, and local government agencies as applicable. Environmental legislation provides for restrictions and prohibitions on real estate development which could result in environmental liability. A breach or violation of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental assessments are increasingly imposing higher standards, greater enforcement, fines and penalties for non-compliance. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies, directors, officers and employees. The cost of compliance in respect of environmental regulation has the potential to reduce the profitability of any future revenues that our company may generate.

Employees

The Company currently does not have any employees. All business activities and services are provided by the Company’s directors or consultants.

Item 2. PROPERTies.

The Company does not directly or indirectly own or otherwise have any interest in any other real estate, property, capital assets, or leases of assets.

Item 3. Legal Proceedings.

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

ITEM 4. Mine Safety Disclosure.

Not applicable.

~~PART II~~Part II

~~ITEM~~ Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market for Securities

The Company's common shares are quoted and traded on the US OTC Bulletin Board under the symbol "SIII". The range of high and low bid quotations for each quarter within the last two fiscal years, as reported by OTC Markets (www.otcmarkets.com), was as follows:

Year	~~Year~~Period	~~Period~~High	~~High~~Low	~~Low~~
	2015	First quarter	$0.27	$0.10
2016	First quarter	$0.15	$0.07
	Second quarter	~~Second quarter~~$0.10	$0.2504	~~$0.10~~
	Third quarter	~~Third quarter~~$0.10	$0.2303	~~$0.05~~
	Fourth quarter	~~Fourth quarter~~$0.09	$0.1503	~~$0.05~~
	2014	First quarter	$0.18	$0.09
2015	First quarter	$0.27	$0.10
	Second quarter	~~Second quarter~~$0.25	$0.1610	~~$0.09~~
	Third quarter	~~Third quarter~~$0.23	$0.3505	~~$0.15~~
	Fourth quarter	~~Fourth quarter~~$0.15	$0.2705	~~$0.16~~

These quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not represent actual transactions.

Holders of our Common Stock

As of ~~January~~December 31, 2016, we have approximately 140 registered stockholders and 40,359,391 shares issued and outstanding.

Dividend Policy

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our future dividend policy will be determined from time to time by our board of directors.

Securities authorized for issuance under equity ~~compensation~~ compensation plans

Equity Compensation Plan Information	~~Equity Compensation Plan Information~~
Plan category	~~Plan~~Number ~~category~~of securities to be issued upon exercise of outstanding options, warrants, and rights.	~~Number~~Weighted ofaverage ~~securities to be issued upon~~ exercise price of outstanding options, warrants, and rights.	~~Weighted~~Number ~~average exercise price~~ of ~~outstanding~~securities ~~options,~~remaining ~~warrants,~~available ~~and~~for ~~rights~~future issuance.	~~Number of securities remaining available for future issuance.~~
Equity compensation plans approved by security holders	~~Equity compensation plans approved by security holders~~-	-	-	-
Equity compensation plans not approved by security holders	~~Equity compensation plans not approved by security holders~~4,140,000	~~4,140,000~~$0.11	~~$0.11~~1,913,909	~~1,913,909~~
Total	~~Total~~4,140,000	~~4,140,000~~$0.11	~~$0.11~~1,913,909	~~1,913,909~~

2002 Stock Award Plan

In 2002, the Company’s board of ~~directors~~ directors approved a stock award plan. The plan provides both for the direct award or sale of shares, and for the grant of options to purchase shares. Shares may be awarded in consideration of services rendered to the Company. The Company may also grant a 30-day right to purchase shares at a price of not less than 90% of the fair market value of the shares.

Under the plan directors, employees and consultants may be granted incentive stock 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 shares awarded under the plan must not exceed 15% of the outstanding common stock of the Company. Certain changes in the capital structure of the Company, such as a stock split or stock dividend, may result in an appropriate adjustment to the number and/or the price of shares issuable under the plan. The plan expires on July 1, 2017.

Sales of Securities Without ~~Registration~~ 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 December 31, ~~2015~~2016, the Star Leisure loan principal was $255,209 and had accrued interest of $~~298~~356,~~488~~133. The loan principal is convertible into 4,526,436 units at conversion prices ranging from $0.05 to $0.12 as set at the time the principal was borrowed. ~~Star~~ At December 31, 2016, Star Leisure has not converted any part of the principal sums advanced into units ~~as of December 31, 2015~~. 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 ten percent (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~~ 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 December 31, ~~2015~~2016, the CMB loan principal was $163,766 and had accrued interest of $~~198~~236,~~835~~584. 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 as as set at the time the principal was borrowed. At December 31, 2016, CMB has not converted any part of the principal sums advanced into units ~~as of December 31, 2015~~. This transaction is with an offshore non-U.S. person; accordingly, these securities are exempt from registration pursuant to Regulation S.

On ~~October~~January 155, ~~2012~~2014, the Company entered into a ~~three~~Convertible ~~agreements~~Loan Agreement to ~~issue~~borrow a$50,000 ~~total~~operating ~~of 5~~funds,~~249,065~~ ~~restricted~~at ~~common~~an ~~shares~~interest rate of ~~the~~ ~~Company~~10%, repayable at ~~$0.07~~maturity ~~per~~on ~~share~~January as7, 2015 ~~settlement~~or ofon ~~accounts~~demand ~~payable~~after ~~due~~that todate. ~~a director~~At ofany time, the ~~Company,~~lender amay ~~company~~convert ~~controlled~~the byprinciple aamount ~~director~~of the loan into units of the Company, in ~~respect~~each unit consisting of ~~unpaid~~one ~~management~~common share and ~~consulting~~one ~~fee~~non-transferable ~~debts~~share ~~totaling~~purchase ~~$350~~warrant,~~215,~~ ~~plus~~at a conversion rate of $~~17,220~~0.20 ~~debt~~per ~~owed~~unit. Each share purchase warrant is entitles the holder to anpurchase ~~arm’s~~one ~~length~~additional ~~creditor.~~common ~~These~~share ~~shares~~for ~~were~~at ~~issued~~period onof two years from the ~~February~~warrant 19issue date, ~~2013~~at an exercise price of $0.20 ~~These~~during ~~transactions~~the ~~are~~first year, and $0.35 during the second year. This transaction is with an offshore non-U.S. ~~persons~~person; accordingly, these securities are exempt from registration pursuant to Regulation S~~, however they are restricted under Rule 144~~.

On ~~August~~June 2120, ~~2012~~2014 the Company ~~entered~~ ~~into~~issued ~~a Management Services Agreement with a director (the “Director”) and an arm’s length consultant (the “Consultant”), for a term of 12 months commencing on October~~ 1, ~~2012. As partial remuneration for the management and consulting services the Company agreed to issue 320~~200,000 restricted common shares tofor ~~the Director~~$50, ~~and 480,~~000 ~~restricted common shares to the Consultant~~cash. ~~These~~ ~~shares~~This ~~were~~transaction ~~issued~~is onwith ~~February~~an ~~19,~~offshore ~~2013~~non-U.S. Asperson; ~~part~~accordingly, ofthese ~~the same agreement,~~securities ~~the~~are ~~directors~~exempt ~~and~~from ~~consultant~~registration ~~also~~pursuant ~~received~~to ~~320,000~~Regulation ~~and 480~~S,~~000~~ ~~stock~~however ~~options respectively~~they ~~with~~are anrestricted ~~exercise~~under ~~price~~Rule ~~of $0~~144.~~10 expiring October 15, 2017.~~

On ~~August~~November 2113, ~~2012~~2014 the Company ~~entered~~ ~~into~~issued ~~a Consulting Services Agreement with an arm’s length consultant (the “Consultant”)~~500, ~~for a term of 12 months commencing on October 1, 2012. As partial remuneration for the consulting services the Company agreed to issue 300,~~000 restricted common shares tofor ~~the~~$40,000 ~~Consultant~~cash. ~~These~~This ~~shares~~transaction ~~were~~is ~~issued~~with ~~on February~~an ~~19,~~offshore ~~2013~~non-U.S. Asperson; ~~part~~accordingly, ofthese ~~the~~securities are ~~same~~exempt ~~agreement,~~from ~~the~~registration ~~consultant~~pursuant ~~also~~to ~~received 300~~Regulation S,~~000~~ ~~stock~~however ~~options~~they ~~with~~are anrestricted ~~exercise~~under ~~price~~Rule ~~of $0~~144.~~10 expiring October 15, 2017.~~

On ~~March~~February 1513, ~~2013~~2015 the Company ~~entered~~ ~~into~~issued ~~two consulting services agreements for a term of 12 months commencing on March 15, 2013. As remuneration for the consulting services the Company agreed to issue~~ 1,~~200~~500,000 restricted common shares tofor ~~the~~$80,000 ~~consultants~~cash. ~~These~~ ~~transactions~~This ~~are~~transaction is with an offshore non-U.S. ~~persons~~person; accordingly, these ~~securities~~ securities are exempt from registration pursuant to Regulation S, however they are restricted under Rule 144. ~~These shares were issued on May 9, 2013.~~

On ~~January~~June 525, ~~2014~~2015 the Company ~~entered~~ ~~into~~issued ~~a Convertible Loan Agreement to borrow $50~~2,000 ~~operating funds~~, at000 anrestricted interest rate of 10%, repayable at maturity on January 7, 2015 or on demand after that date. At any time, the lender may convert the principle amount of the loan into units of the Company, each unit consisting of one common ~~share and~~shares ~~one non-transferable share purchase warrant, at a conversion rate of $0.20 per unit. Each share purchase warrant is entitles the holder to purchase one additional common share~~ for ~~at period of two years from the warrant issue date, at an exercise price of~~ $~~0.20 during the first year~~160,000 ~~and $0~~cash.35 ~~during the second year.~~ This transaction is with an offshore non-U.S. person; accordingly, these ~~securities~~ securities are exempt from registration pursuant to Regulation S, however they are restricted under Rule 144.

OnPurchase ~~June~~of ~~20,~~Equity ~~2014~~Securities by the ~~Company issued~~Issuer ~~1,200,000~~and ~~restricted~~Affiliated common shares for $50,000 cash. This transaction is with an offshore non-U.S. person; accordingly, these securities are exempt from registration pursuant to Regulation S, however they are restricted under Rule 144. Purchasers

OnWe ~~November~~did ~~13,~~not ~~2014~~purchase ~~the~~any ~~Company issued~~of ~~500,000~~our ~~restricted common~~ shares ~~for $40,000 cash. This transaction is~~ ~~with~~of ancommon ~~offshore~~stock ~~non-U.S.~~or ~~person;~~other ~~accordingly, these~~ securities ~~are~~during ~~exempt~~the ~~from registration~~year ~~pursuant~~ended toDecember ~~Regulation S~~31, ~~however they are restricted under Rule 144~~2016.

~~On February 13, 2015 the Company~~Item ~~issued 1,500,000 restricted common shares for $80,000 cash~~6. ~~This~~SELECTED ~~transaction~~FINANCIAL ~~is with an offshore non-U~~DATA.S. ~~person; accordingly, these securities are exempt from registration pursuant to Regulation S, however they are restricted under Rule 144.~~

OnNot ~~June 25, 2015 the Company issued 2,000,000 restricted common shares for $160,000 cash~~Applicable. ~~This transaction is with an offshore non-U.S. person; accordingly, these securities are exempt from registration pursuant to Regulation S, however they are restricted under Rule 144.~~

~~Purchase~~Item 7. ofManagement’s ~~Equity~~Discussion ~~Securities~~and byAnalysis ~~the~~OF ~~Issuer~~FINANCIAL ~~and Affiliated~~CONDITION ~~Purchasers~~AND RESULTS OF OPERATION

WeThe ~~did~~following ~~not~~discussion should be read ~~purchase~~in ~~any~~conjunction ofwith our ~~shares~~audited offinancial ~~common~~statements ~~stock~~and orthe ~~other~~related ~~securities~~notes ~~during~~that ~~the~~appear ~~year~~elsewhere in this annual report. The following ~~ended~~discussion ~~December~~contains 31forward-looking statements that reflect our plans, ~~2015~~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.

~~ITEM~~Our 6.audited ~~SELECTED~~financial ~~FINANCIAL~~statements ~~DATA~~are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles (“GAAP”).

~~Not~~Plan ~~Applicable.~~of Operation

~~ITEM~~The 7Company has been devoting its business efforts to real estate development projects located in Europe and the Middle East. ~~MANAGEMENT’S~~The ~~DISCUSSION~~Company ~~AND~~will ~~ANALYSIS~~continue OFto ~~FINANCIAL~~explore ~~CONDITION~~new ~~AND~~investment opportunities, ~~RESULTS~~including OFreal ~~OPERATION~~estate development projects, during its 2017 fiscal year.

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our ~~actual~~ ~~results~~estimated ~~could~~cash ~~differ~~expenses ~~materially~~over ~~from those discussed in~~ the ~~forward~~ ~~looking~~next ~~statements.~~twelve ~~Factors~~months ~~that~~are ~~could~~as ~~cause or contribute to such differences include those discussed below and elsewhere in this annual report.~~ follows:

Our audited financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles (“GAAP”).

Accounting, audit, and legal fees	$	63,000
General and administrative expenses		6,000
Interest		7,000
Management fees		4,000
Regulatory and transfer agent fees		13,000
	$	93,000

~~Plan~~The Company also estimates it will continue to accrue interest expense of ~~Operation~~$108,000 over the next 12 months on loans due to related parties. It is not anticipated the related party interest will be paid in cash during 2017, and therefore interest has been excluded from the above list of cash expenses.

~~The~~To date the Company has ~~been~~funded ~~devoting~~ its operations ~~business~~primarily ~~efforts~~with loans from shareholders and issuance of new equity. In addition to ~~real~~funding ~~estate~~the ~~development~~Company’s ~~projects~~general, ~~located~~administrative and incorporate ~~Europe~~expenses the Company is obligated to address its current obligations totaling $1,606,174. 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 ~~Middle~~through ~~East~~shareholder loans, equity issuances and/or other debt financing. ~~The~~Amounts ~~Company~~raised will ~~continue~~be used to ~~explore~~continue ~~new~~the development of the Company's investment ~~opportunities~~activities, and for other working capital purposes, which may be dilutive to existing shareholders. ~~including~~The ~~real~~Company ~~estate~~currently ~~development~~has ~~projects~~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, ~~during~~administrative and ~~its~~corporate ~~2016~~expenses ~~fiscal~~and ~~year~~current liabilities could result in a severe curtailment of the company operations.

~~Our~~Any ~~estimated~~advance ~~cash~~in the real estate development ~~expenses~~strategy ~~over~~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 ~~next~~shareholders ~~twelve~~percentage ~~months~~ownership ~~are~~in asthe ~~follows:~~company. See “Future Financing” below.

Accounting, audit, and legal fees	$	40,000
General and administrative expenses		7,000
Interest		6,000
Management fees		55,000
Regulatory and transfer agent fees		14,000
Rent		6,000
	$	128,000

RESULTS OF OPERATIONS

~~The~~Our ~~Company~~operating ~~also~~results ~~estimates~~for itthe ~~will~~years ~~continue to accrue~~ended ~~interest~~December ~~expense of $98~~31,~~000~~ ~~over the next 12 months on loans due to related parties. It is not anticipated the related party interest will be paid in cash during~~ 2016, and ~~therefore~~2015 ~~interest~~are ~~has~~summarized ~~been~~as ~~excluded from the above list of cash expenses.~~follows:

To date the Company has funded its operations primarily with loans from shareholders and issuance of new equity. In addition to funding the Company’s general, administrative and corporate expenses the Company is obligated to address its current obligations totaling $1,432,442. To the extent that cash needs are not achieved from operating cash flow and existing cash on hand, the Company will be required to raise necessary cash through shareholder loans, equity issuances and/or other debt financing. Amounts raised will be used to continue the development of the Company's investment activities, and for other working capital purposes, which may be dilutive to existing shareholders. The Company currently has no agreement in place to raise funds for current liabilities and no guarantee can be given that we will be able to raise funds for this purpose on terms acceptable to the Company. Failure to raise funds for general, administrative and corporate expenses and current liabilities could result in a severe curtailment of the company operations.

	Year Ended December 31, 2016	Year Ended December 31, 2015	Percentage Increase (Decrease)
Revenue	-	-	-
Expenses	$ (83,264)	$ (147,095)	(43%)
Other Income (Expense)	$ (104,723)	$ (81,823)	28%
Net Loss	$ (187,987)	$(228,918)	(18%)

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. See “Future Financing” below.Revenues

~~RESULTS~~We OFhave ~~OPERATIONS~~ had no operating revenues for the years ended December 31, 2016 and 2015. We anticipate that we will not generate any revenues for so long as we are a development stage company.

~~Our~~General ~~operating results for the years ended December 31, 2015~~ and ~~2014~~Administrative ~~are summarized as follows:~~ Expenses

	Year Ended December 31, 2015	Year Ended December 31, 2014	Percentage Increase(Decrease)
Revenue	-	-	-
Expenses	$ (147,095)	$ (76,611)	92%
Other Income (Expense)	$ (81,823)	$ (92,352)	(11%)
Net Loss	$(228,918)	$(168,963)	35%

The components of our general and administrative expenses for the years ended December 31, are outlined in the table below:

Revenues

	Years ended December 31,				Percentage Increase
		2016		2015	(Decrease)

General and Administrative Expenses
Accounting and audit	$	39,412	$	38,696	2%
Communications		4,740		-	100%
Consulting fees		-		34,000	(100%)
Legal fees (recovery)		21,103		(5,003)	522%
Management fees		4,100		53,000	(92%)
Office and general		1,452		6,937	(79%)
Regulatory fees		10,507		11,749	(11%)
Rent		-		5,826	(100%)
Transfer agent fees		1,950		1,890	3%

Total Operating Expenses	$	(83,264)	$	(147,095)	(43%)

WeDuring ~~have had no operating revenues for~~ the ~~years~~year ended December 31, ~~2015~~2016, ~~and 2014. We~~the ~~anticipate~~Company ~~that~~incurred wegeneral ~~will~~and ~~not~~administrative ~~generate~~expenses ~~any~~totaling ~~revenues~~$83,264 ~~for~~compared soto ~~long~~$147,095 asin wethe ~~are~~previous ~~a development stage company~~year.

~~General~~The ~~and~~significant ~~Administrative~~changes ~~Expenses~~in our expenses for the year ended December 31, 2016 when compared to the year ended December 31, 2015 was primarily due to:

~~The~~a) ~~components~~Communications ofexpenses ~~our~~increased ~~general~~$4,740 ~~and~~in ~~administrative~~the ~~expenses for~~2016 period compared to the ~~years~~2015 ~~ended~~period. ~~December~~This ~~31,~~is ~~2015~~due ~~and~~to ~~2014~~several ~~are~~news ~~outlined~~releases inissued by the ~~table~~Company ~~below:~~ in 2016, while no news released were issued in 2015.

		Years ended December 31,				Percentage Increase(Decrease)
		2015			2014
General and Administrative Expenses
Communications	$	-		$	871	(100%)
Consulting fees		34,000			-	-
Management fees		53,000			14,302	271%
Office and general		6,937			1,205	476%
Professional fees		33,693			46,239	(27%)
Regulatory fees		11,749			12,494	(6%)
Rent		5,826			-	-
Transfer agent fees		1,890			1,500	26%
Total Operating Expenses	$	(147,095	)	$	(76,611)	92%

Consulting fees relate to two agreements entered into in June 2015 with two consultants engaged to provide the Company with business development services. The fees for the December 31, 2015 period were $34,000; there were no similar agreements in the comparative 2016 period.

~~During~~c) ~~the~~Management ~~year~~fees ~~ended~~relate ~~December~~to ~~31, 2015,~~a ~~the~~director ~~Company~~engaged ~~incurred~~in October 2012 to provide general management and administrative ~~expenses~~services. ~~totaling~~ This director was remunerated by fees of $~~147,095~~20 ~~compared~~per tohour for time spent directly managing the Company’s affairs; he charged the Company $763,~~611~~000 in the ~~previous~~2016 ~~year~~period and $4,000 in 2015.

~~The~~In ~~significant changes~~addition, in ~~our~~January ~~expenses~~2013, ~~for~~ the ~~year~~Company ~~ended~~agreed to ~~December~~pay ~~31,~~another ~~2015~~director/officer ~~when~~a ~~compared~~periodic to management stipend. During the ~~year~~period ended December 31, ~~2014~~2015 ~~was~~this ~~primarily~~director ~~due~~was ~~to:~~ paid $49,000.

ad) ~~Consulting~~Office ~~fees~~and ~~relate~~general toexpense ~~two~~relates ~~agreements~~to ~~entered~~costs ~~into~~ in ~~June~~a ~~2015~~workplace shared with ~~two~~a ~~consultants~~related ~~engaged~~company. toThese ~~provide~~shared ~~the~~costs ~~Company~~include ~~with~~secretarial ~~business~~services, ~~development~~office ~~services.~~supplies, ~~The~~printing, ~~fees~~photocopier, ~~for~~parking, ~~the~~and ~~December~~telephone ~~31,~~expenses. ~~2015~~The ~~period~~related ~~were~~company was paid $345,~~000~~670 in 2015; there were no similar ~~agreements~~payments in the comparative ~~2014~~2016 period.

be) ~~Management~~Legal fees ~~relate~~include toattorney ~~a director engaged in October 2012 to provide general management~~ and ~~administrative~~para-legal services. ~~This~~In ~~director~~the ~~was~~2015 ~~remunerated~~year bylegal fees offrom ~~$20~~a ~~per~~prior ~~hour~~period ~~for~~were ~~time~~over-estimated ~~spent~~by ~~directly~~$6,000, ~~managing~~this ~~the~~charge ~~Company’s~~was ~~affairs;~~reversed hein ~~charged~~ the ~~Company~~2015 ~~$4,000~~year. inActual ~~each~~legal offees ~~the~~incurred ~~twelve~~during ~~month~~the ~~periods ending~~ December 31, 2015 ~~and~~period ~~2014.~~were ~~In addition~~$997, resulting in ~~January~~a ~~2013,~~net ~~the~~legal ~~Company~~expense ~~agreed~~recovery toof ~~pay~~$5,003. ~~another~~In ~~director/officer~~the acomparative ~~periodic~~2016 ~~management~~year, ~~stipend.~~legal ~~During~~fees ~~the~~increased ~~period~~due ~~ended~~to ~~December~~various ~~31,~~legal ~~2015~~services ~~this~~related ~~director~~to ~~was~~the ~~paid $49~~AkCenter,~~000~~ ~~compared~~Skytower ~~to $10~~Property,~~302~~ inand ~~the~~Marriott ~~2014~~agreements ~~period~~as described above.

cf) ~~Office~~Rent ~~and~~is ~~general~~for ~~expense~~office ~~relates~~space towhere ~~costs~~the inCompany awas ~~workplace~~sub-letting ~~shared~~an ~~with a related company. These shared costs include secretarial services,~~ office ~~supplies,~~along ~~printing,~~with ~~photocopier,~~a ~~parking, and telephone expenses. The~~ related company ~~was paid $5,670~~ in the 2015; ~~there~~period. There were no similar ~~payments~~charges in the comparative ~~2014~~2016 period.

dg) ~~Professional~~Regulatory fees ~~include~~for ~~accounting,~~the ~~audit,~~2016 ~~and~~period ~~legal~~were ~~services. The 2015 accounting and audit fees decreased~~ $61,~~645~~242 ~~due to~~ lower ~~charges~~primarily bydue to the Company’s ~~auditors~~no ~~for~~longer ~~the~~having ~~2014~~to ~~year-end~~file ~~audit~~financial ~~and~~reports ~~2015~~in ~~quarterly~~Canada, ~~reviews.~~offset ~~Legal~~by ~~fees~~some ~~from~~higher afees ~~prior~~charged ~~period~~for ~~were~~regulatory ~~over-estimated~~filings ~~by $6,000, this charge was reversed~~ in the ~~current period~~USA. ~~Actual~~Also ~~legal~~in ~~fees~~2016 ~~incurred~~the ~~during~~Company ~~the~~incurred ~~December~~a ~~31,~~one-time ~~2015~~regulatory ~~period~~fee ~~were~~of $~~997~~2,500 ~~compared~~for toobtaining ~~$898~~a inISIN ~~the~~securities ~~2014~~registration ~~period~~number.

eh) ~~Rent~~Interest ison ~~for~~loans ~~office~~increased ~~space~~by ~~where~~$10,115; ~~the~~this ~~Company~~ is ~~sub-letting~~attributed anto ~~office~~the ~~along~~compounding ~~with~~effect aof ~~related~~the ~~company.~~quarterly ~~There~~interest ~~were~~calculation noas ~~similar~~the ~~charges~~Company inhas ~~the~~not ~~comparative~~been ~~2014~~making ~~period~~any payments on these debts.

f)Funding ~~Regulatory~~for ~~fees~~operating ~~for~~and ~~the~~investing activities ~~2014~~was ~~period~~provided ~~were~~by ~~$745~~both ~~higher~~non-interest ~~primarily~~and ~~due~~interest tobearing ~~penalties~~advances ~~charged~~and ~~relating~~loans tofrom ~~the~~related ~~late~~parties, ~~submission~~including directors of ~~certain~~the ~~regulatory~~Company, ~~reports.~~and ~~There~~companies ~~were~~controlled noby ~~similar~~these ~~late~~directors; ~~fees~~plus inloans ~~the~~and ~~2015~~equity ~~period~~investments from third parties.

g)LIQUIDITY ~~Interest~~AND onWORKING loans increased by $9,714; this is attributed to the compounding effect of the quarterly interest calculation as the Company has not been making any payments on these debts. However, there was an overall decrease in interest expense because the 2014 interest expense also included $22,826 amortization of the beneficial conversion feature on a $50,000 convertible loan. There was no similar amount recorded in 2015.CAPITAL

~~Funding~~As ~~for~~of December 31, 2016, the Company ~~operating~~had total current assets of $375 and ~~investing~~total ~~activities~~liabilities ~~was~~of ~~provided~~$1,606,174. byThe ~~both~~Company ~~non-interest~~had cash of $375 and a working capital deficiency ~~interest~~of ~~bearing~~$1,605,799 ~~advances~~as of December 31, 2016 compared to cash on hand of $14,630 and ~~loans~~a ~~from~~working ~~related~~capital ~~parties~~deficiency of $1,417,812 as of December 31, 2015. We anticipate that we will incur approximately $93,000 for cash operating expenses, including ~~directors~~professional, oflegal 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 ~~companies~~corporate ~~controlled~~expenses bythe ~~these~~Company ~~directors;~~is ~~plus~~obligated ~~loans~~to address its current obligations totaling $1,606,174. 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 ~~investments~~issuances ~~from~~and/or ~~third~~other ~~parties~~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 to continue our planned business activities.

~~LIQUIDITY~~Cash ~~AND~~used ~~WORKING~~in ~~CAPITAL~~operating activities for the year ended December 31, 2016 was $65,843 compared to cash used by operating activities for the same period in 2015 of $203,370. The decrease in cash used in operating activities was primarily due to decrease in cash expenses for consulting fees, management fees, office, and rent. These expense decreases were partially offset by an increase in legal fees.

~~As of December 31, 2015, the Company had total current assets of $14,630 and total liabilities of $1,432,442.~~ The Company ~~had~~has ~~cash~~the offollowing ~~$14,630~~loans ~~and a working capital deficiency~~outstanding ~~of $1,417,812~~ as of December 31, 2015 compared to cash on hand of $1,324 and a working capital deficiency of $1,428,894 as of December 31, 2014. We anticipate that we will incur approximately $128,000 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 $1,432,442. 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.2016:

~~Cash~~A ~~used in operating activities for the year ended December 31~~$6,802 ~~2015~~loan ~~was~~is ~~$203,370~~payable ~~compared~~ to ~~cash~~a ~~used~~company controlled by ~~operating~~a ~~activities~~director ~~for~~of the ~~same~~Company ~~period~~plus inaccrued ~~2014~~interest of $~~108~~20,~~208~~488. ~~The increase~~ inThis ~~cash~~loan ~~used~~is ~~in operating activities was primarily due to the decreases in related party accounts payable~~unsecured, ~~plus~~bearing aninterest ~~increase~~at in12% ~~cash~~per ~~expenses for~~annum ~~consulting~~and ~~fees,~~is ~~management~~repayable ~~fees,~~on ~~office, and rent~~demand.

~~The~~Loans ~~Company~~totaling ~~has~~$325,521 ~~the~~are ~~following~~payable ~~loans~~to ~~outstanding~~a ascompany controlled by a director of ~~December~~the 31Company. These loans are unsecured, ~~2015:~~non-interest bearing, and repayable upon demand.

ALoans totaling $67,~~802~~296 ~~loan~~are is payable to a company controlled by a former director of the Company ~~plus accrued interest of $17,437~~. ~~This~~These ~~loan~~loans isare unsecured, ~~bearing~~ non-interest atbearing, ~~12% per annum~~ and is repayable onupon demand.

Loans totaling $~~326~~46,~~949~~ 288 are payable to ~~companies controlled by~~ a director ~~and a former director~~ of the Company. These loans are unsecured, non-interest bearing, and repayable upon demand.

A $163,766 loan is payable to a company controlled by a former director of the Company, plus accrued interest payable of $~~198~~236,~~835~~584 pursuant to a Convertible Loan Agreement. ~~The~~ The loan is unsecured, bearing interest at 10% per annum and is repayable on demand. The lender may at ~~anytime~~any time 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.

A $255,209 loan is payable to a company controlled by a director of the Company, plus accrued interest of $~~298~~356,~~488~~133 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~~any time 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.

On January 5, 2014 Company entered into a Convertible Loan Agreement and issued a convertible note for $50,000. This loan is unsecured, bearing interest at 10% per annum, and was repayable at maturity on January 7, 2015, or on demand after that date. At any time, the lender may convert the principle amount of the loan into units of the Company, each unit consisting of one common share and one non-transferable share purchase warrant, at a conversion rate of $0.20 per unit. Each share purchase warrant entitles the holder to purchase one additional common share for a period of two years from the warrant issue date, at an exercise price of $0.20 during the first year, and $0.35 during the second year. As of December 31, ~~2015~~2016, $1016,~~106~~363 was accrued in interest on the note.

Going Concern

The audited 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~~ foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, ~~the~~ the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As of December 31, ~~2015~~2016, we had cash of $~~14,630~~375 and we estimate that we will require approximately $~~128~~93,000 to fund our business operations over the next twelve months. In addition to funding the Company’s general, administrative and ~~corporate~~ corporate expenses the Company is obligated to address its current obligations totaling $1,~~432~~606,~~442~~174. 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 subsequent to the year.

These circumstances raise substantial doubt about our ability to continue as a going concern, as described in the explanatory paragraph to our independent auditors’ report on the December 31, ~~2015~~2016 and ~~2014~~ 2015 financial statements which are included with this annual report. The financial ~~statements~~ 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 December 31, ~~2015~~2016, we had cash of $~~14,630~~375 and we estimate that we will require approximately $~~128~~93,000 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,~~432~~606,~~442~~174. 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~~ arrange for debt or other financing to fund our planned activities.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in ~~financial~~ financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Employees

The Company currently has no employees. There are no plans to hire additional employees as administrative requirements at are now being adequately met by the efforts of the directors and consultants. Any land development and construction activities will be conducted through consultants and contractors.

New Accounting Standards

We do not expect the adoption of recently issued accounting ~~pronouncements~~ pronouncements to have a significant impact on our results of operations, financial position or cash flow.

Application of Critical Accounting ~~Estimates~~ Estimates

The financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period ~~necessarily~~ necessarily involves the use of estimates which have been made using careful judgment. The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

The preparation of our financial statements requires management to make estimates and assumptions regarding future events. These estimates and assumptions affect the reported amounts of certain assets and liabilities, and disclosure of contingent liabilities.

Stock-based Compensation

The Company accounts for stock-based compensation using ASC 718 which requires public companies to recognize the cost of services received in exchange for equity instruments, ~~based~~ based on the grant-date fair value of those instruments. The Company uses the Black-Scholes option valuation model to calculate stock-based compensation at the date of the grant. Option valuation models require the input of highly subjective assumptions, including the expected price volatility. Changes in assumptions can materially affect the fair value estimate. Compensation expense for unvested options to non-employees is revalued at each period end and is being amortized over the vesting period of the options.

Convertible Instruments and Beneficial Conversion Feature

When the Company issues convertible instruments with detachable instruments, the proceeds of the issuance are allocated between the convertible instrument and other detachable instruments based on their relative fair values pursuant to ASC 470-20 “Application of Issue No. 98-5 to Certain Convertible Instruments. The resulting discount of the convertible instrument is amortized into ~~income~~the Income Statement as interest expense over the term of the convertible instrument. As at December 31, ~~2015~~ 2016 and ~~2014~~2015, there were no convertible instruments with detachable instruments outstanding.

When the Company issues convertible debt securities with a non-detachable conversion feature that provides for an effective rate of conversion that is below market value on the ~~commitment~~ commitment date, it is known as a beneficial conversion feature (“BCF”). The Company first assessed the convertible debt securities to determine if the ~~embedded~~ conversion feature meets the exemption criteria of paragraph 11(a) of ASC 815 “Accounting for Derivative Instruments and Hedging Activities”. The convertible debt securities outstanding as at December 31, 2015 and 2014, the embedded conversion features met the exemption criteria to be classified as equity instruments. Pursuant to ASC 470-20 “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios”, the conversion feature of the security that has characteristics of an equity instrument is measured at its intrinsic value at the commitment date and is recorded as additional paid in capital. A portion of the proceeds of the security issued is allocated to the conversion feature equal to its intrinsic value to a maximum of the amount allocated to the convertible instrument. The resulting discount of the debt instrument is amortized into income as interest expense using the effective interest rate over the term of the loan. However, due to demand nature of the convertible debt securities, the discount of the debt instrument was immediately expensed.

~~These~~feature ~~accounting~~meets ~~policies~~the ~~are~~exemption ~~applied~~criteria ~~consistently~~of paragraph 11(a) of ASC 815 “Accounting for ~~all~~Derivative ~~years presented~~Instruments and Hedging Activities”. ~~Our~~The ~~operating~~convertible ~~results~~debt ~~would~~securities outstanding as at December 31, 2016 and 2015, the embedded conversion features met the exemption criteria to be ~~affected~~classified ifas ~~other~~equity ~~alternatives~~instruments. Pursuant ~~were~~to ASC 470-20 “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable ~~used.~~Conversion ~~Information~~Ratios”, ~~about~~the conversion feature of the ~~impact~~security onthat ~~our~~has ~~operating~~characteristics ~~results~~of an equity instrument is ~~included~~measured at its intrinsic value at the commitment date and is recorded as additional paid in capital. A portion of the proceeds of the security ~~notes~~issued is allocated to ~~our~~the ~~financial~~conversion ~~statements~~feature equal to its intrinsic value to a maximum of the amount allocated to the convertible instrument. The resulting discount of the debt instrument is amortized into income as interest expense using the effective interest rate over the term of the loan. However, due to demand nature of the convertible debt securities, the discount of the debt instrument was immediately expensed.

~~ITEM~~These 8accounting policies are applied consistently for all years presented. ~~FINANCIAL~~Our ~~STATEMENTS~~operating ~~AND~~results ~~SUPPLEMENTARY~~would ~~DATA~~be affected if other alternatives were used. Information about the impact on our operating results is included in the notes to our financial statements.

~~STRATEGIC INTERNET~~Item ~~INVESTMENTS,~~8. ~~INCORPORATED~~ Financial Statements AND SUPPLEMENTARY DATA.

~~FINANCIAL STATEMENTS~~STRATEGIC INTERNET INVESTMENTS, INCORPORATED

~~December 31,~~FINANCIAL ~~2015 and 2014~~STATEMENTS

~~(Expressed~~December in31, ~~U.S. Dollars)~~2016 and 2015

~~Report~~(Expressed ofin U.S. ~~Independent Registered Public Accounting Firm~~Dollars)

ToREPORT ~~the~~OF ~~Board~~INDEPENDENT ofREGISTERED ~~Directors~~PUBLIC ACCOUNTING of FIRM

To the Board of Directors and Stockholders of Strategic Internet Investments, Incorporated

~~Kalispell~~We have audited the accompanying balance sheet of Strategic Internet Investments, ~~Montana~~Incorporated as of December 31, 2016, and the related statements of operations, stockholders’ deficit, and cash flows for the year then ended. Strategic Internet Investments’ management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We ~~have~~conducted ~~audited~~our ~~the~~audits ~~accompanying~~in ~~balance~~accordance ~~sheets~~with the standards of ~~Strategic~~the ~~Internet~~Public ~~Investments,~~Company ~~Incorporated~~Accounting Oversight Board (~~the~~United ~~“Company”~~States). asThose ofstandards ~~December~~require ~~31,~~that ~~2015~~we plan and ~~2014,~~perform the ~~and~~audit to obtain reasonable assurance about whether the ~~related~~financial statements are free of ~~operations~~material misstatement. The company is not required to have, ~~shareholders’~~nor ~~equity~~were we engaged to perform, ~~and~~an ~~cash~~audit ~~flows~~of ~~for~~its ~~the~~internal ~~years~~control ~~then~~over ~~ended~~financial reporting. ~~These~~Our audit included consideration of internal control over financial ~~statements~~reporting as a basis for designing audit procedures that are appropriate in the circumstances, ~~responsibility~~but not for the purpose of expressing an opinion on the ~~Company'~~effectiveness of the company’s ~~management.~~internal ~~Our~~control ~~responsibility~~over financial isreporting. toAccordingly, we express anno such opinion. An audit also includes examining, on ~~these~~a ~~consolidated~~test basis, evidence supporting the amounts and disclosures in the financial statements, ~~based~~assessing onthe accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

WeIn ~~conducted~~ our ~~audits~~opinion, ~~in accordance with~~ the ~~standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the~~ financial statements referred ~~are~~to ~~free~~above ofpresent ~~material misstatement. The Company is not required to have~~fairly, ~~nor~~in ~~were~~all wematerial ~~engaged to perform~~respects, anthe ~~audit of its internal control over~~ financial ~~reporting.~~position ~~Our audit included consideration~~ of ~~internal~~Strategic ~~control~~Internet ~~over~~Investments, ~~financial~~Incorporated ~~reporting~~ as of aDecember ~~basis~~31, ~~for designing audit procedures that are appropriate in the circumstances~~2016, ~~but~~and ~~not for~~ the ~~purpose~~results of ~~expressing~~its anoperations ~~opinion~~and onits ~~the~~cash ~~effectiveness~~flows offor the ~~Company’s~~year ~~internal~~then ~~control over financial reporting. Accordingly~~ended, ~~we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures~~ in ~~the~~conformity ~~financial~~with ~~statements and assessing the~~ accounting principles ~~used~~generally ~~and~~accepted ~~significant~~in ~~estimates made by management, as well as evaluating~~ the ~~overall~~United ~~financial~~States ~~statement~~of ~~presentation~~America. ~~We believe that our audits provide a reasonable basis for our opinion.~~

InThe ~~our~~accompanying ~~opinion,~~financial statements have been prepared assuming that the ~~financial~~Company ~~statements~~will ~~referred~~continue toas ~~above~~a ~~present~~going ~~fairly,~~concern. As discussed in ~~all~~Note ~~material~~1 ~~respects,~~to the financial ~~position~~statements, ofthe Company ~~Strategic~~has ~~Internet~~suffered ~~Investments,~~recurring ~~Incorporated~~losses asfrom ofoperations ~~December~~and ~~31,~~has ~~2015~~a ~~and~~net ~~2014,~~capital ~~and~~deficiency ~~the~~that ~~results~~raises ~~its~~substantial ~~operations~~doubt ~~and~~about its ability ~~cash~~to ~~flows~~continue ~~for~~as ~~the~~a ~~years~~going ~~then~~concern. ~~ended,~~Management's plans in ~~conformity~~regard ~~with~~to ~~accounting~~these ~~principles~~matters ~~generally~~are ~~accepted~~also described in ~~the~~Note ~~United~~1. ~~States~~The financial statements do not include any adjustments that might result from the outcome of ~~America~~this uncertainty.

~~The~~LBB ~~accompanying~~& ~~financial~~Associates ~~statements have been prepared assuming that the Company will continue as a going concern~~Ltd., AsLLP ~~discussed~~Houston, inTexas ~~Note~~April ~~1 to the financial statements~~24, the Company has recurring net losses and has a working capital deficit. These conditions raise significant doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.2017

~~/s/~~REPORT ~~MaloneBailey,~~OF ~~LLP www.malonebailey.com~~INDEPENDENT ~~Houston,~~REGISTERED ~~Texas~~PUBLIC ACCOUNTING FIRM

Board ~~March~~of ~~24,~~Directors ~~2016~~and Stockholders

~~STRATEGIC INTERNET~~Strategic ~~INVESTMENTS~~Internet Investments, ~~INCORPORATED BALANCE SHEETS (Expressed in U.S. Dollars)~~Incorporated

		December 31,2015			December 31,2014
ASSETS
Current:
Cash	$	14,630		$	1,324
TOTAL ASSETS	$	14,630		$	1,324
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current:
Accounts payable	$	84,123		$	79,442
Accounts payable - related party		20,727			90,472
Accrued interest		10,106			4,399
Accrued interest - related party		514,760			425,880
Convertible loan payable		50,000			50,000
Loans and convertible notes payable - related party		752,726			780,025
TOTAL LIABILITIES		1,432,442			1,430,218
Stockholders’ deficit:
Capital Stock
Class A Convertible Preferred stock, $0.001 par value 10,000,000 authorized, 198,000 outstanding		198			198
Class B Preferred stock, $0.001 par value 10,000,000 authorized, none outstanding		-			-
Common stock, $0.001 par value 100,000,000 authorized 40,359,391 (2014: 36,859,391) issued and outstanding		40,359			36,859
Additional paid-in capital		12,156,359			11,919,859
Accumulated deficit		(13,614,728	)		(13,385,810	)
TOTAL STOCKHOLDERS’ DEFICIT		(1,417,812	)		(1,428,894	)
TOTAL STOCKHOLDERS’ DEFICIT AND LIABILITIES	$	14,630		$	1,324

We have audited the accompanying balance sheet of Strategic Internet Investments, Incorporated (the “Company”) as of December 31, 2015, and the related statements of operations, stockholders’ deficit, and cash flows for the year then ended. These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The ~~accompanying notes~~Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an ~~integral~~opinion ~~part~~on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

~~STRATEGIC INTERNET~~In ~~INVESTMENTS~~our opinion, ~~INCORPORATED~~the financial statements referred ~~STATEMENTS~~to ~~OF OPERATIONS~~above present fairly, in all material respects, the financial position of Strategic Internet Investments, Incorporated as of ~~(Expressed~~December 31, 2015, and the results of its operations and its cash flows for the year then ended, in ~~U.S.~~conformity ~~Dollars)~~with accounting principles generally accepted in the United States of America.

		Years ended December 31,
		2015			2014
General and Administrative Expenses
Communications	$	-		$	871
Consulting fees		34,000			-
Management fees		53,000			14,302
Office and general		6,937			1,205
Professional fees		33,693			46,239
Regulatory fees		11,749			12,494
Rent		5,826			-
Transfer agent fees		1,890			1,500
Operating loss		(147,095	)		(76,611	)
Other income and expense
Interest		(94,587	)		(107,699	)
Gain on foreign exchange		12,764			15,347
Net loss for the year	$	(228,918	)	$	(168,963	)
Basic and diluted loss per share	$	(0.01	)	$	(0.00	)
Weighted average number of common shares outstanding		39,223,775			35,778,843

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~The~~/s/ ~~accompanying notes~~MaloneBailey, ~~are an integral part of the financial statements.~~LLP

~~STRATEGIC INTERNET INVESTMENTS, INCORPORATED STATEMENTS OF CASH FLOWS (Expressed in U~~www.Smalonebailey. ~~Dollars)~~com

		Years endedDecember 31,
		2015			2014
Operating Activities
Net loss for the period	$	(228,918	)	$	(168,963	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on settlement of payables		-			-
Unrealized foreign exchange gain		(3,975	)		(4,130	)
Amortization of debt discount		-			22,826
Changes in non-cash item:
Accounts payable		4,681			(11,938	)
Accounts payable – related party		(69,745	)		(30,876	)
Accrued interest		5,707			4,399
Accrued interest – related party		88,880			80,474
Net cash used in operating activities		(203,370	)		(108,208	)
Financing Activities
Proceeds from issuance of common stock		240,000			90,000
Proceeds from convertible note		-			50,000
Payments on related party loans		(23,324	)		(30,471	)
Net cash provided by financing activities		216,676			109,529
Increase (decrease) in cash during the period		13,306			1,321
Cash, beginning of the period		1,324			3
Cash, end of the period	$	14,630		$	1,324
Non-cash financing and investing activities:
Debt discount from beneficial conversion feature	$	-		$	22,826
Supplementary disclosure of cash flows:
Cash paid for Interest	$	-		$	-
Cash paid for Taxes	$	-		$	-

Houston, Texas

~~The~~March ~~accompanying notes~~24, ~~are an integral part of the financial statements.~~2016

STRATEGIC INTERNET INVESTMENTS, INCORPORATED ~~STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT For the Years Ended December 31, 2015 and 2014 (Expressed in U.S. Dollars)~~

	Class A Convertible							Additional
	Preferred Stock			Common Stock				Paid-In		Accumulated
	Stock		Par Value	Stock		Par Value		Capital		Deficit			Total
Balances, December 31, 2013	198,000	$	198	35,159,391	$	35,159	$	11,808,733	$	(13,216,847	)	$	(1,372,757	)
Issuance of stock for cash	-		-	1,700,000		1,700		88,300		-			90,000
Beneficial conversion feature on convertible loan	-		-	-		-		22,826		-			22,826
Net loss	-		-	-		-		-		(168,963	)		(168,963	)
Balances, December 31, 2014	198,000	$	198	36,859,391	$	36,859	$	11,919,859	$	(13,385,810	)	$	(1,428,894	)
Issuance of stock for cash	-		-	3,500,000		3,500		236,500		-			240,000
Net loss	-		-	-		-		-		(228,918	)		(228,918	)
Balances, December 31, 2015	198,000	$	198	40,359,391	$	40,359	$	12,156,359	$	(13,614,728	)	$	(1,417,812	)

BALANCE SHEETS

~~The~~(Expressed in ~~accompanying notes are an integral part of the financial statements~~U.S. Dollars)

STRATEGIC INTERNET INVESTMENTS, INCORPORATED NOTES TO THE FINANCIAL STATEMENTS December 31, 2015 and 2014 (Expressed in U.S. Dollars)

		December 31, 2016		December 31, 2015
ASSETS

Current:
Cash	$	375	$	14,630

TOTAL ASSETS	$	375	$	14,630

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current:
Accounts payable	$	97,987	$	84,123
Accounts payable - related parties		23,738		20,727
Accrued interest		16,363		10,106
Accrued interest - related parties		613,205		514,760
Convertible loan payable		50,000		50,000
Loans payable - related parties		385,906		333,751
Convertible notes payable - related parties		418,975		418,975

TOTAL LIABILITIES		1,606,174		1,432,442

Commitments

Stockholders’ deficit:
Capital Stock
Class A Convertible Preferred stock, $0.001 par value
10,000,000 authorized, 198,000 outstanding		198		198
Class B Preferred stock, $0.001 par value
10,000,000 authorized, none outstanding		-		-
Common stock, $0.001 par value
100,000,000 authorized
40,359,391 (2015: 40,359,391) issued and outstanding		40,359		40,359
Additional paid-in capital		12,156,359		12,156,359
Accumulated deficit		(13,802,715)		(13,614,728)

TOTAL STOCKHOLDERS’ DEFICIT		(1,605,799)		(1,417,812)

TOTAL STOCKHOLDERS’ DEFICIT AND LIABILITIES	$	375	$	14,630

1.The ~~Nature~~accompanying ofnotes ~~Operations~~are ~~and~~an ~~Ability~~integral topart of ~~Continue~~the asfinancial ~~a Going Concern~~statements.

~~The~~STRATEGIC ~~Company~~INTERNET ~~is devoting its efforts to exploring new investment opportunities~~INVESTMENTS, ~~including real estate development projects.~~INCORPORATED

~~These~~STATEMENTS OF 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 December 31, 2015, the Company had not yet achieved profitable operations, has an accumulated deficit of $13,614,728 since its inception, has a working capital deficiency of $1,417,812 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 $128,000 over the twelve months ended December 31, 2016 to continue operations and estimates it will accrue interest expenses of $98,000 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 totaling $1,432,442. To the extent that cash needs are not achieved from operating cash flow and existing cash on hand, the Company will be required to raise necessary cash through shareholder loans, equity issuances and/or other debt financing. Amounts raised will be used to continue the development of the Company's investment activities, and for other working capital purposes, which may be dilutive to existing shareholders. The Company currently has no agreement in place to raise funds for current liabilities and no guarantee can be given that we will be able to raise funds for this purpose on terms acceptable to the company. Failure to raise funds for general, administrative and corporate expenses and current liabilities could result in a severe curtailment of the company operations.OPERATIONS

~~The~~(Expressed 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 availableU. ~~The Company has historically satisfied its capital needs primarily by issuing equity securities and/or related party advances~~S. ~~Management plans to continue to provide for its capital needs during the year ended December 31, 2016, by issuing equity securities and/or related party advances.~~Dollars)

Summary of Significant Accounting Policies

	Years ended December 31,
		2016		2015

General and Administrative Expenses
Accounting and audit fees	$	39,412	$	38,696
Communications		4,740		-
Consulting fees		-		34,000
Legal fees (recovery)		21,103		(5,003)
Management fees		4,100		53,000
Office and general		1,452		6,937
Regulatory fees		10,507		11,749
Rent		-		5,826
Transfer agent fees		1,950		1,890

Operating loss		(83,264)		(147,095)

Other income and expense
Interest		(104,702)		(94,587)
Gain (loss) on foreign exchange		(21)		12,764

Net loss for the year	$	(187,987)	$	(228,918)

Basic and diluted loss per share		$(0.00)		$(0.01)

Weighted average number of common shares outstanding		40,359,391		39,223,775

The ~~financial~~accompanying ~~statements~~notes ofare ~~the~~an ~~Company~~integral ~~have been prepared in accordance with accounting principles generally accepted in the United States~~ part of ~~America. Because a precise determination of many assets and liabilities is dependent upon future events,~~ the ~~preparation of~~ financial statements ~~for a period necessarily involves the use of estimates, which have been made using careful judgment~~. ~~Actual results may differ from those estimates.~~

~~The~~STRATEGIC ~~financial~~INTERNET ~~statements have~~INVESTMENTS, ~~in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:~~INCORPORATED

~~Development~~STATEMENTS OF ~~Stage~~CASH ~~Company~~FLOWS

~~In the year ending December 31, 2013, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities~~ (~~Topic~~Expressed ~~915):~~in ~~Elimination of Certain Financial Reporting Requirements~~U. ~~The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage~~S. Dollars)

Cash and Cash Equivalents

	Years ended December 31,
		2016		2015
Operating Activities
Net loss for the period	$	(187,987)	$	(228,918)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on settlement of payables		-		-
Unrealized foreign exchange gain		567		(3,975)
Changes in non-cash item:
Accounts payable		13,864		4,681
Accounts payable – related party		3,011		(69,745)
Accrued interest		6,257		5,707
Accrued interest – related party		98,445		88,880

Net cash used in operating activities		(65,843)		(203,370)

Financing Activities
Proceeds from issuance of common stock		-		240,000
Proceeds from related party advances		51,588		-
Payments on related party loans		-		(23,324)

Net cash provided by financing activities		51,588		216,676

Increase (decrease) in cash during the period		(14,255)		13,306

Cash, beginning of the period		14,630		1,324

Cash, end of the period	$	375	$	14,630

Supplementary disclosure of cash flows:
Cash paid for Interest	$	-	$	-
Cash paid for Taxes	$	-	$	-

The ~~Company~~accompanying ~~classifies~~notes ~~all~~are ~~highly liquid instruments with~~ an ~~original~~integral ~~maturity~~ part of ~~three months or less at~~ the ~~time~~financial ~~of purchase as cash equivalents~~statements.

STRATEGIC INTERNET INVESTMENTS, INCORPORATED ~~NOTES TO THE FINANCIAL STATEMENTS December 31, 2015 and 2014 (Expressed in U.S. Dollars)~~

~~Income~~STATEMENT ~~Taxes~~OF CHANGES IN STOCKHOLDERS’ DEFICIT

~~The~~For ~~Company~~the ~~accounts~~Years ~~for~~Ended ~~income~~December ~~taxes~~31, in2016 ~~accordance~~and ~~with Accounting Standards Codification ("ASC") 740, Income~~2015

~~Taxes.~~(Expressed There are two major components of income tax expense, current and deferred. Current income tax expense approximates cash to be paid or refunded for taxes for the applicable period. Deferred tax assets and liabilities are determined based upon the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates, which will be in ~~effect when these differences reverse~~U. ~~Deferred tax expense or benefit is the result of changes between deferred tax assets and liabilities~~S. Dollars)

A valuation allowance is established when, based on an evaluation of objective verifiable evidence, it is more likely than not that some portion or all of deferred tax assets will not be realized.

	Class A Convertible				Additional
	Preferred Stock		Common Stock		Paid-In	Accumulated
	Stock	Par Value	Stock	Par Value	Capital	Deficit	Total

Balances, December 31, 2014	198,000	$ 198	36,859,391	$ 36,859	$ 11,919,859	$ (13,385,810)	$ (1,428,894)
Issuance of stock for cash	-	-	3,500,000	3,500	236,500	-	240,000
Net loss	-	-	-	-	-	(228,918)	(228,918)

Balances, December 31, 2015	198,000	$ 198	40,359,391	$ 40,359	$ 12,156,359	$ (13,614,728)	$ (1,417,812)
Net loss	-	-	-	-	-	(187,987)	(187,987)

Balances, December 31, 2016	198,000	$ 198	40,359,391	$ 40,359	$ 12,156,359	$ (13,802,715)	$ (1,605,799)

~~Basic~~The ~~and~~accompanying ~~Diluted~~notes ~~Loss~~are ~~Per~~an ~~Share~~integral part of the financial statements.

~~The~~STRATEGIC ~~basic~~INTERNET loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per share except that the denominator is increased to include the number of additional shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. In additionINVESTMENTS, in computing the dilutive effect of convertible securities, the numerator is adjusted to add back any convertible preferred dividend and the after-tax amount of interest in the period associated with any convertible debt. The numerator is also adjusted for any other changes in income or loss that would result from the assumed conversion of these potential common shares. The if-converted method is used in calculating diluted loss per share for the convertible debentures. The treasury stock method is used in calculating diluted loss per share, which assumes that any proceeds received from the exercise of in-the-money stock options and share purchase warrants would be used to purchase common shares at the average market price for the period.INCORPORATED

~~Common~~NOTES ~~share~~TO ~~equivalents~~THE FINANCIAL represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, and the dilutive effect of the assumed conversion of convertible debt and convertible preferred shares, using the if-converted method, only if the common stock equivalents are considered dilutive based upon the Company’s net loss position at the calculation date.STATEMENTS

At December 31, ~~2015,~~2016 ~~the Company had 18,862,588 (2014 – 18,362,588) common share equivalents in respect to convertible preferred shares, stock options,~~ and ~~convertible debt. Because the Company incurred a loss, diluted loss per share is the same as basic loss per share.~~2015

~~Foreign~~(Expressed ~~Currency~~in ~~Translation~~U.S. Dollars)

~~Foreign currency transactions are translated into U~~1.S. ~~dollars,~~Nature ~~the~~of ~~functional~~Operations and ~~reporting~~Ability ~~currency,~~to byContinue ~~the~~as ~~use of the exchange rate in effect at the date of the transaction, in accordance with ASC 830, Foreign Currency Matters. At each balance sheet date, recorded balances that are denominated in~~ a ~~currency~~Going ~~other than U.S. dollars are adjusted to reflect the current exchange rate. Any exchange gains or losses are included in the Statements of Operations.~~Concern

~~Financial~~The ~~Instruments~~Company is devoting its efforts to exploring new investment opportunities, including real estate development projects.

~~The~~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 ~~value~~values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of ~~cash~~assets and liabilities should the Company be unable to continue as a going concern. At December 31, ~~accounts~~2016, ~~payable~~the Company had not yet achieved profitable operations, ~~and~~has ~~loans~~an accumulated ~~payable~~deficit ~~approximates~~of ~~fair~~$13,802,715 ~~value~~since ~~because~~its inception, has a working capital deficiency of $1,605,799 and expects to incur further losses in the ~~demand~~development orof ~~short~~its ~~term~~business, all of which casts substantial doubt about the Company’s ability to continue ~~maturity~~as ofa ~~such~~going ~~instruments~~concern. ~~Unless~~Management ~~otherwise~~anticipates ~~noted~~that it requires approximately $93,000 over the twelve months ended December 31, 2017 to continue operations and estimates it iswill ~~management~~accrue interest expenses of $108,000 over the next 12 months on loans due to related parties. In addition to funding the Company’s ~~opinion~~general, ~~that~~administrative and corporate expenses the Company is obligated to address its current obligations totaling $1,606,174. To the extent that cash needs are not achieved ~~exposed~~from operating cash flow and existing cash on hand, the Company will be required to ~~significant~~raise ~~interest~~necessary cash through shareholder loans, ~~currency~~equity issuances and/or ~~credit~~other ~~risks~~debt ~~arising~~financing. ~~from~~Amounts ~~these~~raised will be used to continue the development of the Company's investment activities, and for other working capital purposes, which may be dilutive to existing shareholders. The Company currently has no agreement in place to raise funds for current liabilities and no guarantee can be given that we will be able to raise funds for this purpose on terms acceptable to the company. Failure to raise funds for general, administrative and corporate expenses and current liabilities could result in a severe curtailment of the company operations. These circumstances raise substantial doubt about our ability to continue as a going concern, as described in the explanatory paragraph to our independent auditors’ report on the December 31, 2016 and 2015 financial ~~instruments~~statements which are included with this annual report. The financial statements do not include any adjustments that might result from the outcome of that uncertainty.

AsThe aCompany’s ~~basis~~ability ~~for~~to ~~considering~~continue ~~market~~as ~~participant~~a ~~assumptions~~going inconcern ~~fair~~is ~~value~~dependent ~~measurements,~~upon ~~ASC~~its ~~820-10~~ability ~~establishes~~to agenerate ~~fair~~future ~~value~~profitable ~~hierarchy~~operations ~~that~~and/or ~~distinguishes~~to ~~between~~obtain ~~market~~the ~~participant~~necessary ~~assumptions~~financing ~~based~~to onmeet ~~market~~its ~~data~~obligations ~~obtained~~and repay its liabilities arising from ~~sources~~normal ~~independent~~business ofoperations ~~the~~when ~~reporting~~they ~~entity~~come ~~(observable~~due. ~~inputs~~Management has no formal plan in place to address this concern but considers that ~~are~~the ~~classified~~Company ~~within~~will ~~Levels~~be 1able to obtain additional funds by equity financing and/or 2related party advances; however there is no assurance of ~~the~~additional ~~hierarchy)~~funding ~~and~~being ~~the~~available. ~~reporting~~The ~~entity’s~~Company ~~own~~has ~~assumptions~~historically ~~about~~satisfied ~~market~~its ~~participant~~capital ~~assumptions~~needs ~~(unobservable~~primarily ~~inputs~~by ~~classified~~issuing ~~within~~equity ~~Level~~securities 3and/or ofrelated party advances. Management plans to continue to provide for its capital needs during the ~~hierarchy)~~year ended December 31, 2017, by issuing equity securities and/or related party advances.

~~STRATEGIC INTERNET~~Summary ~~INVESTMENTS,~~of ~~INCORPORATED~~Significant ~~NOTES~~Accounting ~~TO THE FINANCIAL STATEMENTS December 31, 2015 and 2014 (Expressed in U.S. Dollars)~~Policies

The ~~fair~~financial ~~value~~statements ~~hierarchy,~~of asthe ~~defined~~Company byhave ~~ASC~~been ~~820-10~~prepared in accordance with accounting principles generally accepted in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, ~~contains~~the ~~three~~preparation ~~levels~~of financial statements for a period necessarily involves the use of ~~inputs~~estimates, ~~that~~which ~~may~~have bebeen ~~used~~made tousing ~~measure~~careful ~~fair~~judgment. ~~value~~Actual asresults ~~follows:~~may differ from those estimates.

~~Level~~The 1financial ~~inputs~~statements ~~utilize quoted prices (unadjusted)~~ have, in ~~active~~management’s ~~markets~~opinion, ~~for~~been ~~identical~~properly ~~assets~~prepared orwithin ~~liabilities; Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for~~ the ~~asset~~framework orof liability, either directly or indirectly such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals; and Level 3 inputs are unobservable inputs for the ~~asset~~significant oraccounting ~~liability~~policies ~~which~~summarized ~~are typically based on an entity’s own assumptions, as there is little, if any, related market activity.~~below:

InCash instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and ~~considers~~Cash ~~factors specific to the asset or liability.~~Equivalents

~~Certain~~The ~~assets~~Company classifies ~~and~~all ~~liabilities~~highly ~~are~~liquid ~~measured at fair value on a nonrecurring basis; that is, the~~ instruments ~~are~~with ~~not measured at fair value on~~ an ~~ongoing~~original ~~basis~~maturity ~~but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence~~ of ~~impairment).~~three ~~There~~months ~~were no assets~~ or ~~liabilities~~less ~~measured~~ at ~~fair value on a nonrecurring basis during~~ the ~~periods~~time ~~ended~~of ~~December~~purchase ~~31,~~as ~~2015~~cash ~~and 2014~~equivalents.

~~Stock-based~~STRATEGIC ~~Compensation~~INTERNET INVESTMENTS, INCORPORATED

~~The~~NOTES ~~Company~~TO ~~accounts~~THE FINANCIAL for stock-based compensation using ASC 718 which requires public companies to recognize the cost of services received in exchange for equity instruments, based on the grant-date fair value of those instruments. The Company uses the Black-Scholes option valuation model to calculate stock-based compensation at the date of the grant. Option valuation models require the input of highly subjective assumptions, including the expected price volatility. Changes in assumptions can materially affect the fair value estimate. Compensation expense for unvested options to non-employees is revalued at each period end and is being amortized over the vesting period of the options.STATEMENTS

~~Convertible~~December ~~Instruments~~31, 2016 and ~~Beneficial Conversion Feature~~2015

~~When~~(Expressed ~~the~~in Company issues convertible instruments with detachable instruments, the proceeds of the issuance are allocated between the convertible instrument and other detachable instruments based on their relative fair valuesU. ~~The resulting discount of the convertible instrument is amortized into income as interest expense over the term of the convertible instrument~~S. ~~As at December 31, 2015 and 2014, there were no convertible instruments with detachable instruments outstanding.~~Dollars)

~~When~~Use ~~the Company issues convertible debt securities with a non-detachable conversion feature that provides for an effective rate~~ of conversion that is below market value on the commitment date, it is known as a beneficial conversion feature. For the convertible debt securities outstanding as at December 31, 2015 and 2014, the embedded conversion features met the exemption criteria to be classified as equity instruments. The conversion feature of the security that has characteristics of an equity instrument is measured at its intrinsic value at the commitment date and is recorded as additional paid in capital. A portion of the proceeds of the security issued is allocated to the conversion feature equal to its intrinsic value to a maximum of the amount allocated to the convertible instrument. The resulting discount of the debt instrument is amortized into income as interest expense using the effective interest rate over the term of the loan. However, due to demand nature of the convertible debt securities, the discount of the debt instrument was immediately expensed.Estimates

~~New~~The ~~Accounting~~preparation ~~Standards~~of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~The~~Income ~~Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.~~Taxes

~~STRATEGIC INTERNET~~The ~~INVESTMENTS,~~Company ~~INCORPORATED~~accounts for income ~~NOTES~~taxes TOin ~~THE FINANCIAL~~accordance ~~STATEMENTS~~with ~~December~~Accounting ~~31,~~Standards ~~2015~~Codification ~~and 2014~~ (~~Expressed~~"ASC") in740, ~~U.S. Dollars)~~Income

2Taxes. ~~Convertible~~There ~~loan~~are ~~payable~~two major components of income tax expense, current and deferred. Current income tax expense approximates cash to be paid or refunded for taxes for the applicable period. Deferred tax assets and liabilities are determined based upon the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates, which will be in effect when these differences reverse. Deferred tax expense or benefit is the result of changes between deferred tax assets and liabilities.

OnA ~~January~~valuation 5,allowance ~~2014 Company entered into a Convertible Loan Agreement and issued a convertible note for $50,000. This loan~~ is ~~unsecured~~established when, ~~bearing~~based ~~interest at 10% per annum, and was repayable at maturity~~ on ~~January~~an 7,evaluation ~~2015, or on demand after that date. At any time, the lender may convert the principle amount~~ of ~~the~~objective ~~loan~~verifiable ~~into units of the Company~~evidence, ~~each~~it ~~unit~~is ~~consisting~~more oflikely ~~one~~than ~~common~~not ~~share~~that ~~and~~some ~~one~~portion ~~non-transferable~~or ~~share~~all ~~purchase warrant, at a conversion rate~~ of ~~$0.20~~deferred tax ~~per~~assets ~~unit.~~will ~~Each~~not ~~share~~be ~~purchase warrant entitles the holder to purchase one additional common share for a period of two years from the warrant issue date, at an exercise price of $0~~realized.~~20 during the first year, and $0.35 during the second year. As of December 31, 2015, $10,106 was accrued in interest on the note.~~

~~The~~Basic ~~Company calculated a beneficial conversion feature on the convertible note of $22,826,~~ and ~~this~~Diluted ~~amount~~Loss ~~was~~Per fully amortized to interest expense during the year ended December 31, 2014. Upon conversion of this loan, the $42,000 fair value of the warrants will be recognized as an interest expense and credited to additional paid-in capital.Share

The ~~fair~~basic ~~value~~loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per share except that the ~~warrants~~denominator ~~was~~is ~~estimated~~increased atto include the number ~~date~~of additional shares that would have been outstanding if the ~~convertible~~potential ~~note~~common ~~was~~shares had been issued ~~using~~and if the ~~Black-Scholes~~additional common ~~valuation~~shares ~~model~~were dilutive. ~~The~~In ~~Black-Scholes~~addition, ~~valuation~~in ~~model~~computing ~~requires~~ the ~~input~~dilutive effect of ~~highly~~convertible ~~subjective~~securities, ~~assumptions~~the ~~including~~numerator is adjusted to add back any convertible preferred dividend and the ~~expected~~after-tax ~~price~~amount ~~volatility.~~of ~~Changes~~interest in the ~~subjective~~period ~~input~~associated ~~assumptions~~with ~~can~~any ~~materially~~convertible debt. ~~affect~~The ~~the~~numerator ~~fair~~is ~~value~~also ~~estimate~~adjusted ~~and~~for ~~therefore~~any other changes in income or loss that would result from the ~~Black~~assumed conversion of these potential common shares. The if-~~Scholes~~converted ~~model~~method ~~does~~is ~~not~~used ~~necessarily~~in ~~provide~~calculating adiluted ~~reliable~~loss ~~single~~per ~~measure~~share offor the ~~fair~~convertible ~~value~~debentures. The treasury stock method is used in calculating diluted loss per share, which assumes that any proceeds received from the exercise of in-the-money ~~Company’s~~stock options and share purchase warrants would be used to purchase common shares at the average market price for the period.

~~The~~Common ~~fair~~share ~~value~~equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, ~~was~~using ~~estimated~~the ~~with~~treasury stock method, and the ~~following~~dilutive ~~assumptions:~~effect of the assumed conversion of convertible debt and convertible preferred shares, using the if-converted method, only if the common stock equivalents are considered dilutive based upon the Company’s net loss position at the calculation date.

	2015	2014
Expected dividend yield	-	-
Expected volatility	-	254%
Risk-free Interest Rate	-	0.27%
Expected term in years	-	1.5

At December 31, 2016, the Company had 18,862,588 (2015 – 18,862,588) common share equivalents in respect to convertible preferred shares, stock options, and convertible debt. Because the Company incurred a loss, diluted loss per share is the same as basic loss per share.

~~The~~Foreign ~~expected~~Currency ~~volatility is calculated based on the Company’s historical share price.~~Translation

		December 31,		December 31,
		2015		2014
Convertible note payable – face value	$	50,000	$	50,000
Less: beneficial conversion feature		-		(22,826	)
		50,000		27,174
Amortization of beneficial conversion feature		-		22,826
Balance, end of year	$	50,000	$	50,000

Foreign currency transactions are translated into U.S. dollars, the functional and reporting currency, by the use of the exchange rate in effect at the date of the transaction, in accordance with ASC 830, Foreign Currency Matters. At each balance sheet date, recorded balances that are denominated in a currency other than U.S. dollars are adjusted to reflect the current exchange rate. Any exchange gains or losses are included in the Statements of Operations.

~~The~~Financial ~~amortization of the beneficial conversion feature is included in interest expense.~~Instruments

~~STRATEGIC INTERNET~~The ~~INVESTMENTS~~carrying value of cash, ~~INCORPORATED~~accounts ~~NOTES~~payable, TOand ~~THE FINANCIAL~~loans ~~STATEMENTS~~payable approximates fair value because of the demand or short term to maturity of such instruments. Unless ~~December~~otherwise 31noted, ~~2015~~it ~~and 2014~~is management’s opinion that the Company is not exposed to significant interest, currency or credit risks ~~(Expressed~~arising infrom ~~U.S.~~these ~~Dollars)~~financial instruments.

3.STRATEGIC ~~Loans~~INTERNET ~~and~~INVESTMENTS, ~~convertible notes payable – related party~~INCORPORATED

			December 31,		December 31,
			2015		2014
a)	Loan payable to a company controlled by a director of the Company plus accrued interest of $17,437 (2014 - $14,734). The loan is unsecured, bearing interest at 12% per annum and is repayable on demand.	$	6,802	$	6,802
b)	Loans payable to companies controlled by a director and a former director of the Company. The loans are unsecured, non-interest bearing, and repayable upon demand.		326,949		354,248
c)	Loan payable to a company controlled by a former director of the Company, plus accrued interest payable of $198,835 (2014 - $164,732), pursuant to a Convertible Loan Agreement. The loan is unsecured, bearing interest at 10% per annum and is repayable on demand. The lender may at anytime convert the principal sum into units of the Company. Each unit will consist of one common share plus one common share purchase warrant. Each warrant is exercisable for a period of 2 years from the date of conversion at a price ranging from $0.05 to $0.23. The principal sum of $163,766 may be converted into 2,320,858 units. Conversion of these loans and resulting associated warrants to equity will be based on the conversion price set at the time the principal amount was drawn ranging from $0.05 to $0.23. Upon conversion of this loan, the $73,685 fair value of the warrants will be recognized as an interest expense and credited to additional paid-in capital.		163,766		163,766
d)	Loan payable to a company controlled by a director of the Company, plus accrued interest of $298,488 (2014 - $246,414), pursuant to a Convertible Loan Agreement. The loan is unsecured, bearing interest at 10% per annum and is repayable on demand. The lender may at anytime convert the principal sum into units of the Company. Each unit will consist of one common share plus one common share purchase warrant. Each warrant is exercisable for a period of 2 years from the date of conversion at a price ranging from $0.05 to $0.12. The principal sum of $255,209 may be converted into 4,526,436 units. Conversion of this loan and resulting associated warrants to equity will be based on the conversion price set at the time the principal amount was drawn ranging from $0.05 to $0.12. Upon conversion of this loan, the $113,338 fair value of the warrants will be recognized as an interest expense and credited to additional paid-in capital.		255,209		255,209
		$	752,726	$	780,025

NOTES TO THE FINANCIAL STATEMENTS

~~STRATEGIC INTERNET INVESTMENTS, INCORPORATED NOTES TO THE FINANCIAL STATEMENTS~~ December 31, ~~2015~~2016 and ~~2014 (Expressed~~ ~~in U.S. Dollars)~~ 2015

4.(Expressed ~~Capital~~in ~~Stock~~U.S. Dollars)

~~Class~~As Aa ~~Convertible~~basis ~~Preferred~~for ~~Shares~~considering market participant assumptions in fair value measurements, ASC 820-10 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

The ~~Class~~fair ~~A convertible preferred shares issued in 2003 have a par~~ value ofhierarchy, ~~$0.001~~as ~~and~~defined by ~~are~~ASC ~~convertible to common shares at $4.00 per share during the first 180 days following issuance~~820-10, ~~and~~contains ~~thereafter~~three atlevels ~~the average~~ of ~~twenty~~inputs ~~consecutive~~that ~~days~~may ~~closing prices, but shall not~~ be ~~less~~used ~~than $1.50 per share or greater than $6.00 per share. The Company has the right~~ to ~~redeem~~measure ~~its~~fair ~~Class~~value Aas ~~convertible preferred stock at any time by paying to the holders thereof the sum of $4 per share.~~follows:

~~The~~▪ ~~aggregate~~Level ~~liquidation~~1 ~~value~~inputs ofutilize ~~the~~quoted ~~Class~~prices A(unadjusted) ~~convertible~~in ~~preferred~~active ~~shares~~markets isfor ~~$792,000.~~identical Aassets ~~merger~~ or ~~consolidation~~liabilities; of▪ ~~the~~Level ~~Company~~2 ~~that~~inputs ~~results~~are inputs other than quoted prices included in ~~the~~Level ~~Company’s~~1 ~~stockholders~~that ~~immediately~~are ~~prior~~observable tofor the ~~transaction~~asset ~~not~~or ~~holding~~liability, either directly or indirectly such as interest rates, foreign exchange rates, and yield curves that are observable at ~~least~~commonly ~~50%~~quoted ofintervals; ~~the~~and ~~voting~~▪ ~~power~~Level of3 inputs are unobservable inputs for the ~~surviving~~asset or liability which are typically based on an entity’s ~~shall~~own beassumptions, ~~deemed~~as athere ~~liquidation~~is ~~event~~little, if any, related market activity.

~~During~~In ~~2015~~instances ~~and~~where ~~2014~~the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s ~~issued~~assessment ~~common~~of ~~shares~~the assignificance ~~follows:~~of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Certain assets and liabilities are measured at fair value on a) Onnonrecurring ~~July~~basis; ~~17,~~that ~~2014~~is, the ~~Company~~instruments ~~issued~~are ~~1,200,000~~not ~~common~~measured ~~shares~~at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for ~~cash~~example, ~~proceeds~~when there is evidence of ~~$50~~impairment). There were no assets or liabilities measured at fair value on a nonrecurring basis during the periods ended December 31,~~000~~ 2016 and 2015.

b)Stock-based ~~On November 13, 2014, the Company issued 500,000 common shares for cash proceeds of $40,000.~~Compensation

c)The OnCompany ~~February~~accounts ~~13,~~for ~~2015~~stock-based compensation using ASC 718 which requires public companies to recognize the cost of services received in exchange for equity instruments, based on the grant-date fair value of those instruments. The Company ~~issued~~uses 1the Black-Scholes option valuation model to calculate stock-based compensation at the date of the grant. Option valuation models require the input of highly subjective assumptions,~~500,000~~ ~~common~~including ~~shares~~the expected price volatility. Changes in assumptions can materially affect the fair value estimate. Compensation expense for ~~cash~~unvested ~~proceeds~~options to non-employees is revalued at each period end and is being amortized over the vesting period of ~~$80,000~~the options.

d)Convertible OnInstruments ~~June~~and ~~25,~~Beneficial Conversion ~~2015, the Company issued 2,000,000 common shares for cash proceeds of $160,000.~~Feature

~~Stock-~~When the Company issues convertible instruments with detachable instruments, the proceeds of the issuance are allocated between the convertible instrument and other detachable instruments based ~~Compensation~~on their relative fair values. The resulting discount of the convertible instrument is amortized into income as interest expense over the term of the convertible instrument. As of December 31, 2016 and 2015, there were no convertible instruments with detachable instruments outstanding.

~~Stock~~When ~~Option~~the ~~Plan~~Company issues convertible debt securities with a non-detachable conversion feature that provides for an effective rate of conversion that is below market value on the commitment date, it is known as a beneficial conversion feature. For the convertible debt securities outstanding as at December 31, 2016 and 2015, the embedded conversion features met the exemption criteria to be classified as equity instruments. The conversion feature of the security that has characteristics of an equity instrument is measured at its intrinsic value at the commitment date and is recorded as additional paid in capital. A portion of the proceeds of the security issued is allocated to the conversion feature equal to its intrinsic value to a maximum of the amount allocated to the convertible instrument. The resulting discount of the debt instrument is amortized into income as interest expense using the effective interest rate over the term of the loan.

NoSTRATEGIC ~~options~~INTERNET ~~were~~INVESTMENTS, ~~granted and no compensation expense was recorded during 2014 and 2015.~~INCORPORATED

AsNOTES atTO ~~December~~THE FINANCIAL ~~31, 2015, the Company had share purchase options outstanding as follows:~~STATEMENTS

Expiry Date	Exercise Price	Remaining Contractual Life	Number of Options
October 15, 2017	$0.10	1.79 years	1,200,000
January 16, 2018	$0.12	2.05 years	2,940,000
Total options outstanding		1.97 years	4,140,000

December 31, 2016 and 2015

At(Expressed ~~December~~in ~~31, 2015 and 2014 all of the outstanding share purchase options were exercisable~~U.S. Dollars)

~~STRATEGIC INTERNET INVESTMENTS~~However, ~~INCORPORATED NOTES~~due TOto ~~THE FINANCIAL~~demand ~~STATEMENTS~~nature of ~~December~~the 31convertible debt securities, ~~2015~~the ~~and 2014 (Expressed~~discount inof ~~U.S.~~the ~~Dollars)~~debt instrument was immediately expensed.

5.New ~~Related~~Accounting ~~Party Transactions~~Standards

The Company ~~was~~does ~~charged~~not expect the adoption ~~following~~of byrecently ~~stockholders,~~issued ~~directors,~~accounting bypronouncements ~~companies~~to ~~controlled~~have bya ~~directors~~significant ~~and/or~~impact ~~stockholders~~on ofour ~~the~~results ~~Company~~of operations, ~~and~~financial byposition or ~~companies~~cash ~~with directors in common:~~flow.

		Year ended December 31,
		2015		2014
Interest	$	88,880	$	80,474
Management fees		53,000		14,302
Total related party transactions	$	141,880	$	94,776

Reclassifications

AtFor ~~December 31~~comparability, ~~2015,~~certain ~~accounts~~prior period ~~payable~~amounts ~~includes~~have $5been reclassified,~~200~~ ~~(2014~~where ~~- $74~~appropriate,~~945)~~ ~~due~~ to ~~two~~conform ~~directors,~~to athe ~~former~~financial ~~director,~~statement ~~and~~presentation aused ~~company controlled by a director of the Company~~ in ~~respect~~2016. ofThe reclassifications ~~unpaid~~have ~~management~~no ~~fees~~impact ~~and expenses incurred~~ on ~~behalf~~net ~~of the Company~~loss.

At2. ~~December~~Convertible ~~31,~~loan ~~2015, accounts~~ payable ~~also includes $15,527 (2014 - $15,527) of expenses for operating costs paid on behalf of the Company by a company with directors in common.~~

On ~~August~~January 215, ~~2012~~2014 ~~the~~ Company entered into a ~~Management~~Convertible ~~Services~~Loan Agreement ~~with~~and issued a ~~director~~convertible ~~(the~~note ~~“Director”)~~for $50,000. AsThis ~~remuneration~~loan ~~for~~is ~~the~~unsecured, ~~management~~bearing ~~services~~interest at 10% per annum, and was repayable at maturity on January 7, 2015, or on demand after that date. At any time, the ~~Company~~lender ~~agreed~~may convert tothe ~~pay~~principle amount of the ~~Director~~loan into units of the Company, each unit consisting of one common share and one non-transferable share purchase warrant, at a conversion rate of $0.20 per ~~hour~~unit. ~~for~~Each ~~time~~share ~~spent~~purchase onwarrant entitles the holder ~~affairs~~to purchase one additional common share for a period of two years from the ~~Company~~warrant issue date, ~~pursuant~~at toan ~~which~~exercise price of $0.20 during the ~~company~~first ~~has~~year, ~~paid~~and or$0.35 ~~accrued~~during ~~management~~the ~~fees~~second year. As of $4December 31,~~000~~ ~~(2014~~2016 -and 2015, $416,~~000)~~363 and $10,106, respectively, was accrued in interest on the note.

6The Company calculated a beneficial conversion feature on the convertible note of $22,826, and this amount was fully amortized to interest expense during the year ended December 31, 2014. ~~Income~~Upon ~~Taxes~~conversion of this loan, which triggers the issuance of the warrants, the $42,000 fair value of the warrants will be recognized as an interest expense and credited to additional paid-in capital.

The ~~tax~~fair ~~effects~~value of ~~temporary~~the ~~differences~~warrants ~~that~~was estimated ~~give~~at ~~rise~~the todate ~~deferred~~the ~~tax~~convertible ~~assets~~note atwas ~~December~~issued ~~31,~~using ~~2015~~the ~~and~~Black-Scholes ~~2014~~valuation ~~are~~model. ~~presented~~The ~~below:~~Black-Scholes valuation model requires the input of highly subjective assumptions including the expected price volatility.

		December 31,
		2015			2014
Net tax operating loss carryforwards	$	2,303,000		$	2,223,000
Valuation allowance for deferred tax asset		(2,303,000	)		(2,223,000	)
	$	-		$	-

Loans payable – related parties

The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and this causes a change in management’s judgment about the recoverability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current income.

	December 31,	December 31,
	2016	2015

a) Loan payable to a company controlled by a director of the Company plus accrued interest of $20,488 (2015 - $17,437). The loan is unsecured, bearing interest at 12% per annum and is repayable on demand.	$ 6,802	$ 6,802

b) Loans payable to a company controlled by a director of the Company. The loans are unsecured, non-interest bearing, and repayable upon demand.	325,521	325,030

c) Loans payable to a company controlled by a former director of the Company. The loans are unsecured, non-interest bearing, and repayable upon demand.	7,295	1,919

d) Loans payable to a director of the Company. The loans are unsecured, non-interest bearing, and repayable upon demand.	46,288	-

Total Loans Payable – related parties	$ 385,906	$ 333,751

AtSTRATEGIC ~~December~~INTERNET 31INVESTMENTS, 2015, the Company has estimated accumulated net operating losses of approximately $6,580,000 (2014 - $6,351,000) which may be carried forward to reduce taxation income in future years. The non-operating losses expire from 2018 to 2034.INCORPORATED

~~ITEM~~NOTES 9.TO ~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND~~ THE FINANCIAL ~~DISCLOSURE.~~STATEMENTS

~~None~~December 31, 2016 and 2015

~~Disagreements~~(Expressed ~~With~~in ~~Accountants~~U.S. ~~on Accounting and Financial Disclosure~~Dollars)

~~Not~~4. ~~applicable~~Convertible notes payable – related parties

	December 31,	December 31,
	2016	2015

a) Loan payable to a company controlled by a former director of the Company, plus accrued interest payable of $236,584 (2015 - $198,835), pursuant to a Convertible Loan Agreement. The loan is unsecured, bearing interest at 10% per annum and is repayable on demand. The lender may at any time convert the principal sum into units of the Company. Each unit will consist of one common share plus one common share purchase warrant. Each warrant is exercisable for a period of 2 years from the date of conversion at a price ranging from $0.05 to $0.23. The principal sum of $163,766 may be converted into 2,320,858 units. Upon conversion of this loan, the $73,685 fair value of the warrants, as measured at inception, will be recognized as an interest expense and credited to additional paid-in capital.	$ 163,766	$ 163,766

b) Loan payable to a company controlled by a director of the Company, plus accrued interest of $356,133 (2015 - $298,488), 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 any time convert the principal sum into units of the Company. Each unit will consist of one common share plus one common share purchase warrant. Each warrant is exercisable for a period of 2 years from the date of conversion at a price ranging from $0.05 to $0.12. The principal sum of $255,209 may be converted into 4,526,436 units. Upon conversion of this loan, the $113,338 fair value of the warrants, as measured at inception, will be recognized as an interest expense and credited to additional paid-in capital.	255,209	255,209

Total Convertible Notes Payable – related parties	$ 418,975	$ 418,975

STRATEGIC INTERNET INVESTMENTS, INCORPORATED

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2016 and 2015

(Expressed in U.S. Dollars)

Capital Stock

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.

No common shares were issued during 2016; during 2015, the Company issued common shares as follows:

On February 13, 2015, the Company issued 1,500,000 common shares for cash proceeds of $80,000.

On June 25, 2015, the Company issued 2,000,000 common shares for cash proceeds of $160,000.

6.	Stock-based Compensation

Stock Option Plan

No options were granted and no compensation expense was recorded during 2015 and 2016.

As at December 31, 2016, the Company had share purchase options outstanding as follows:

Expiration Date	Exercise Price	Remaining Contractual Life	Number of Options

October 15, 2017	$0.10	0.79 years	1,200,000
January 16, 2018	$0.12	1.04 years	2,940,000

Total options outstanding		0.97 years	4,140,000

At December 31, 2016 and 2015 all the outstanding share purchase options were exercisable.

STRATEGIC INTERNET INVESTMENTS, INCORPORATED

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2016 and 2015

(Expressed in U.S. Dollars)

7. Related Party Transactions

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:

	Year ended December 31,
	2016	2015

Interest	$ 98,445	$ 88,880
Management fees	4,100	53,000

Total related party transactions	$ 102,545	$ 141,880

At December 31, 2016, accounts payable includes $8,211 (2015 - $5,200) due to two directors, a former director, and a company controlled by a director of the Company in respect of unpaid management fees and expenses incurred on behalf of the Company.

At December 31, 2016, accounts payable also includes $15,527 (2015 - $15,527) of expenses for operating costs paid on behalf of the Company by a company with directors in common.

On August 21, 2012 the Company entered into a Management Services Agreement with a director (the “Director”). As remuneration for the management services, the Company agreed to pay the Director $20 per hour for time spent on the affairs of the Company, pursuant to which the company has paid or accrued management fees of $3,000 (2015 - $4,000).

See footnote 9 for other related party transactions for Skytower and Marriot.

Income Taxes

The tax effects of temporary differences that give rise to deferred tax assets at December 31, 2016 and 2015 are presented below:

	December 31,
		2016		2015

Net tax operating loss carryforwards	$	2,369,000	$	2,303,000
Valuation allowance for deferred tax asset		(2,369,000)		(2,303,000)

	$	-	$	-

At December 31, 2015, the Company has estimated accumulated net operating losses of approximately $6,768,000 (2015 - $6,580,000) which may be carried forward to reduce taxation income in future years. The non-operating losses expire from 2018 to 2034.

STRATEGIC INTERNET INVESTMENTS, INCORPORATED

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2016 and 2015

(Expressed in U.S. Dollars)

Committments

Skytower:

On August 9, 2016, SIII entered into a Securities Purchase Agreement (the “Kayu Agreement”) to acquire 60% of the issued capital stock Kayu Tekstil Sanayi Ve Ticaret Limited Sirketi (“Kayu”), a Turkish company, from Najibi Investment Trading FZC (hereinafter “Najibi”), G7 Entertainment Incorporated, (hereinafter “G7”), Royaltun General Trading LLC., (hereinafter “Royaltun”), and Soha Investment Inc., (hereinafter “Soha) (jointly hereinafter the “Shareholders”). In consideration for the Kayu shares, the Company agreed to issue convertible debentures in the amount of $30,205,939 to the Shareholders of Kayu. This is a related party transaction as Mr. Abbas Salih is a Director and Officer, as well as the controlling shareholder, of SIII and has an ownership interest in and/or control of the Shareholders. Kayu has an agreement to acquire the Skytower Hotel Atayol in Akcakoca, Turkey (the “Skytower Property”), subject to the successful discharge of a debt on the Skytower Property and the transfer of title to Kayu.
Upon discharge of the debt on the Skytower Property, the Company will issue convertible debentures in the amount of $12,656,768 to Najibi, a Company that settled the existing debt on the Skytower Property. Upon transfer of the Skytower Property title to Kayu, the Company will issue convertible debentures in the amount of $20,137,293 to a shareholder of Kayu to acquire the remaining 40% of the capital stock of Kayu. Upon completion of these transactions, SIII will own 100% of Kayu.

The Company has the right to terminate the agreements to acquire the issued capital stock of Kayu and cancel the associated convertible debentures if the vendors do not complete certain closing conditions. As of the filing date, the closing conditions in the Kayu agreement have not yet been met, and the convertible debentures have not been issued to the Shareholders.

Marriott:

In August 2016, the Company entered into agreements to acquire 50% of the issued capital stock of Par-San Turizm A.S. (“Par-San”), a Turkish company that is the owner of a Marriott Renaissance Hotel in Izmir, Turkey (the “Marriott”). In consideration for the Par-San shares, the Company agreed to issue convertible debentures in the amount of $44,365,532 to Najibi Investment Trading FZC, G7 Entertainment Incorporated, SOHA Investment & Partners, and Royaltun General Trading L.L.C. (collectively “Shareholders”), the shareholders of Par-San.

On October 14, 2016, the Company and the Shareholders mutually agreed to terminate their agreements and cancel the associated convertible debentures. At the same time, the Company and the Shareholders entered into new agreements to acquire 50% of the issued capital stock of Par-San. In consideration for the Par-San shares, the Company agreed to issue convertible debentures in the amount of $47,400,000 to the Shareholders. This is a related partytransaction as Mr. Abbas Salih is a Director and Officer, as well as the controlling shareholder, of SIII and has an ownership interest in and/or control of the Shareholders. The closing the new agreement is subject to certain conditions, which have not yet been met. The Company has the right to terminate the new agreements and cancel the associated debentures if the closing conditions are not met in a reasonable amount of time.

The closing of the new agreement is subject to certain conditions, which have not yet been met. The Company has the right to terminate the new agreements and cancel the associated debentures if the closing conditions are not met in a reasonable amount of time.

All of the above mentioned convertible debentures have the following terms:

Non-interest bearing.

Mature on December 31, 2021 (the “Maturity Date”).

At any time prior to the Maturity Date, the convertible debenture holder may convert the debenture into common stock of the Company at a price of $1.00 per share.

The convertible debenture will automatically convert into common stock upon the closing price of the Company’s common stock closing above $1.00 per share for 20 consecutive trading days.

The Company has not yet determined the accounting treatment for the above mentioned series of transactions.

STRATEGIC INTERNET INVESTMENTS, INCORPORATED

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2016 and 2015

(Expressed in U.S. Dollars)

10.

Subsequent Events

The Company was advanced CDN $5,330 (approximately US $4,000) by a director to pay certain service providers. The advance is unsecured, non-interest bearing and repayable on demand.

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

On August 29, 2016, MaloneBailey, LLP, resigned as the Company’s independent accountant. MaloneBailey’s resignation was not the result of a disagreement on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of MaloneBailey would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report.

In its audit reports for the past two fiscal years, MaloneBailey expressed doubt about the Company’s ability to continue as a going concern.

Disagreements With Accountants on Accounting and Financial Disclosure

Not applicable

Item 9A. Controls and Procedures.

Disclosure controls and procedures

As required by Rule 13(a)-15 under the Exchange Act, in connection with this annual report on Form 10-K, under the direction of our Chief Executive Officer and Chief Financial Officer, we have evaluated our disclosure controls and procedures as of December 31, ~~2014~~2016, including the remedial actions discussed below, and we have concluded that, as of December 31, ~~2015~~2016, our disclosure controls and procedures were not effective.

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.

Internal control over financial reporting

Management is responsible for ~~establishing~~ establishing and maintaining internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management evaluated, under the supervision and with the participation of our Chief Executive Officer, the effectiveness of our internal control over financial reporting as of December 31, ~~2015~~2016.

Based on its evaluation under the ~~framework~~ framework in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission, our management concluded that our internal control over financial reporting was not effective as of December 31, ~~2015~~2016, due to the existence of significant deficiencies constituting material weaknesses, as described in greater detail below. A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Limitations on Effectiveness of Controls

Our Chief Executive Officer and Chief Financial Officer do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and 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 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 a simple error or mistake. Additional 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 controls also 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.

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.

Material Weaknesses Identified

In connection with the preparation of our financial statements for the year ended December 31, ~~2015~~2016, certain significant deficiencies in internal control became evident to management that represents material weaknesses, including:

a) Insufficient segregation of duties in our finance and accounting functions due to limited personnel. During the year ended December 31, ~~2015~~2016, we had limited personnel that performed nearly all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. This creates certain incompatible duties and a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected;

Insufficient corporate governance policies. Although we have corporate governance policies which provides broad guidelines for corporate governance, our corporate governance activities and processes are not always formally documented. Specifically, decisions made by the board to be carried out by management should be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings regarding key decisions affecting our operations and management; and

c) Our company’s accounting personnel does not have sufficient technical accounting knowledge relating to accounting for income taxes and complex US GAAP matters. In consultation with our auditors, management has corrected material errors, if any, prior to the release of our company’s December 31, ~~2015~~2016 financial statements.

The Company believes these material weaknesses are partially mitigated by: the active involvement of senior management and the board of directors in all the affairs of the Company; open lines of communication within the Company; the present levels of activities and transactions within the Company being readily transparent; the thorough review of the Company’s financial statements by management, and the board of directors. However, these mitigating factors will not necessarily prevent the likelihood that a material misstatement will not occur as a result of the aforesaid weaknesses in the Company’s internal controls over financial reporting. A system of internal controls over financial reporting, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the internal controls over financial reporting are met.

Plan for Remediation of Material Weaknesses

We intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies when they are reasonable and cost-effective. We intend to consider the results of our remediation efforts and related testing as part of our year-end ~~2015~~2016 assessment of the effectiveness of our internal control over financial reporting.

Subject to receipt of additional financing, we intend to undertake the below remediation measures to address the material weaknesses described in this annual report. Such remediation activities include the following:

· We intend to continue to update the documentation of our internal control processes, including formal risk assessment of our financial reporting processes.

Changes in Internal Controls over Financial Reporting

There were no changes in our ~~internal~~ internal control over financial reporting during the fourth quarter of our fiscal year ended December 31, ~~2015~~2016 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

~~ITEM~~ Item 9B. ~~OTHER~~Other ~~INFORMATION~~Information.

None.

PART III

~~ITEM~~ Item 10. ~~DIRECTORS~~Directors, ~~EXECUTIVE~~Executive ~~OFFICERS~~Officers ~~AND~~and ~~CORPORATE~~Corporate ~~GOVERNANCE~~Governance

Directors and Executive Officers

Name and position	Age	Term	Business experience during past 5 years	Other directorships
Abbas Salih Chairman, President, CEO, CFO, Director	6970	March 7, 2001 to Present	Director and officer of the Company.	None
Ralph Shearing former Director	59	March 7, 2001 to December 4, 2015	Director of the Company, and a natural resource exploration company.	Telson Resources Inc. a Reporting Issuer in Canada and Discovery Gold Corporation a Registrant in the U.S.A.
Fred Schultz Director	57	August 20, 2012 to Present	Director of the Company, and independent businessman	None
Fred Schultz Director	56	August 20, 2012 to Present	Director of the Company, and independent businessman	None
Dr. Ralf Zabel Director Vice-president - International Business Development and Operations	56	January 18, 2016 to Present September 18, 2008 to Present	Director and Officer of the Company, and independent businessman	None
Dr. Ralf Zabel Director Vice-president - International Business Development and Operations	55	January 18, 2016 to Present September 18, 2008 to Present	Director and Officer of the Company, and independent businessman	None

Abbas Salih, CEO, CFO, President, Director

Mr. Salih is a graduate of the Khartoum Technical Institute in the Sudan. He received his formal training while serving as a member of the Sudan Royal Air Force which included ~~attendance~~ attendance at the British Royal Air Force Academy, Newton No. 9 in Nottingham, England, where he studied aircraft electronics and instrumentation.

Mr. Salih is a businessman and has conducted business in Europe, Middle East, and Canada most extensively in Germany and the Sudan, prior to 1994. Since 1992 Mr. Salih has been a senior officer and director to the issuer and currently resides in Dubai, UAE.

~~Ralph~~Fred ~~Shearing~~Schultz, ~~former~~ Director

Mr. ~~Shearing~~Schultz is a ~~Professional Geologist,~~businessman ~~has~~with ~~extensive~~30 ~~experience in the management~~ years of public ~~companies.~~relations ~~In addition~~and toexecutive ~~being~~customer aservice ~~director~~in of the ~~Company,~~United ~~since~~States. ~~1986~~He heis ~~has~~VP ~~been the President and Chief Executive Officer~~ of ~~Telson~~Regal ~~Resources Inc.~~Barrington, a ~~director~~capital ofmarkets advisory ~~Discovery~~firm ~~Gold Corporation,~~ and ~~formerly~~ a ~~Director~~member of ~~Birch Hill Gold Corp. Both Telson and Birch Hill are Canadian reporting issuers listed on~~ the ~~Toronto Venture~~National ~~Stock~~Investor ~~Exchange~~Relations ~~and~~Institute ~~Discovery Gold Corporation is a Registrant on the U~~(NIRI).~~S.A.~~ ~~OTC Markets~~Mr. ~~All~~Schultz ~~three~~was ~~companies~~instrumental ~~are primarily engaged~~ in the ~~acquisition~~ ~~and~~1999 ~~exploration~~opening of ~~mineral~~Regus Networks ~~properties.~~(formerly ~~During~~HQ ~~the~~Global ~~five~~Workplaces) ~~years~~in ~~prior to September 2008~~Carlsbad, ~~Mr.~~CA ~~Shearing~~as ~~was~~well ~~the~~as ~~CEO~~a ~~and~~consultant ~~Secretary~~in of the ~~Company.~~2004 ~~Mr. Shearing~~building ~~resigned~~of asother aexecutive ~~director~~office suites, ofRancho ~~the~~Santa ~~Company~~Fe ~~effective~~Executive ~~December~~Suites 4in Encinitas, ~~2015~~CA.

~~Fred~~Dr. ~~Schultz~~Ralf Zabel, Director, Vice-president - International Business Development and Operations

MrDr. ~~Schultz~~Zabel is a ~~businessman~~resident ~~with 30 years~~ of ~~public~~Germany ~~relations~~ and ~~executive~~holds ~~customer~~a ~~service~~Doctorate degree in ~~the~~Engineering ~~United States. He~~from isthe VPUniversity of ~~Regal Barrington~~Dresden, aGermany. ~~capital markets advisory firm and a member of the National Investor Relations Institute (NIRI)~~Dr. ~~Mr.~~ ~~Schultz~~Zabel ~~was instrumental~~has inheld ~~the~~senior ~~1999~~positions ~~opening~~with ofconstruction, ~~Regus~~engineering ~~Networks (formerly HQ Global~~and ~~Workplaces)~~architectural firms in ~~Carlsbad,~~Germany CAsince as1986. ~~well~~He aswas appointed a ~~consultant~~director inof the ~~2004~~Company ~~building~~effective ofJanuary ~~other executive office suites~~18, ~~Rancho Santa Fe Executive Suites in Encinitas, CA~~2016.

~~Dr.~~Term ~~Ralf~~of ~~Zabel, Director, Vice-president - International Business Development and Operations~~Office

~~Dr.~~The ~~Zabel~~directors isserve auntil their ~~resident~~successors ofare ~~Germany~~elected ~~and~~by ~~holds~~the ashareholders. ~~Doctorate degree~~Vacancies inon ~~Engineering from~~ the ~~University~~Board of ~~Dresden,~~Directors ~~Germany. Dr.~~may ~~Zabel~~be ~~has held~~filled ~~senior~~by ~~positions~~appointment ~~with~~of ~~construction,~~the ~~engineering~~majority of ~~and~~the ~~architectural~~continuing ~~firms~~directors. ~~in Germany~~The ~~since~~executive ~~1986.~~officers Heserve ~~was~~at ~~appointed~~the adiscretion ~~director~~ of the ~~Company~~Board ~~effective January~~of ~~18, 2016~~Directors.

~~Term~~Family ~~of Office~~Relationships

~~The~~There ~~directors serve until their successors~~ are ~~elected~~no byfamily ~~the~~relationships ~~shareholders. Vacancies on the~~among ~~Board~~directors, ofexecutive ~~Directors~~officers, ~~may~~officers beor ~~filled~~significant byemployees ~~appointment~~and ofany ~~the~~nominees ~~majority~~chosen ofto ~~the continuing~~hold ~~directors.~~these ~~The executive officers serve at the discretion of the Board of Directors~~positions.

~~Family~~Significant ~~Relationships~~Employees

~~There~~We ~~are~~have no ~~family relationships among directors, executive officers, officers or~~ significant employees ~~and any nominees chosen to hold these positions~~.

~~Significant~~Involvement ~~Employees~~in Certain Legal Proceedings

WeOur ~~have~~directors, noexecutive officers and ~~significant~~control ~~employees.~~persons have not been involved in any of the following events during the past ten years:

~~Involvement~~1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction in ~~Certain~~a ~~Legal Proceedings~~ criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or 4. being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

~~Our~~Audit ~~directors, executive officers and control persons have~~Committee ~~not been involved in any of the following events during the past ten years:~~

1.As ~~any~~at ~~bankruptcy~~the ~~petition~~date ~~filed~~hereof, bythe orAudit ~~against~~Committee is ~~any~~comprised ~~business~~ of ~~which~~Abbas ~~such~~Salih, ~~person~~Fred ~~was~~Schultz, aand ~~general~~Ralf ~~partner~~Zabel. orAll ~~executive~~of ~~officer either at~~ the ~~time~~members of the ~~bankruptcy~~Audit orCommittee ~~within~~are ~~two~~“financially ~~years prior to that time;~~literate”.

2.The ~~any~~text ~~conviction~~of inthe aAudit ~~criminal~~Committee ~~proceeding~~Charter oris ~~being~~attached ~~subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);~~below:

3.Charter ~~being~~of ~~subject~~the toAudit ~~any~~Committee ~~order,~~of ~~judgment,~~the ~~or decree, not subsequently reversed, suspended or vacated,~~ Board of ~~any~~Directors ~~court~~ of ~~competent~~Strategic ~~jurisdiction,~~Internet ~~permanently or temporarily enjoining~~Investments, ~~barring,~~Incorporated ~~suspending~~(the ~~or otherwise limiting his involvement in any type of business, securities or banking activities; or~~“Company”)

4.Article ~~being~~1 ~~found~~– byMandate ~~a court of competent jurisdiction (in a civil action), the Securities~~ and ~~Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.~~Responsibilities

The Audit Committee is appointed by the board of directors of the Company (the “Board”) to oversee the accounting and financial reporting process of the Company and audits of the financial statements of the Company. The Audit Committee’s primary duties and responsibilities are to:

As(a) atrecommend to the ~~date~~Board ~~hereof,~~ the ~~Audit Committee~~external isauditor ~~comprised~~to ofbe ~~Abbas~~nominated ~~Salih,~~for ~~Fred~~the ~~Schultz,~~purpose ~~and~~of ~~Ralf~~preparing ~~Zabel. Fred Schultz~~or isissuing ~~independent. All~~an ofauditor's ~~the~~report ~~members~~or ofperforming ~~the~~other ~~Audit~~audit, ~~Committee~~review ~~are “financially~~or ~~literate”.~~ attest services for the Company;

~~The~~(b) ~~text~~recommend ofto the ~~Audit~~Board ~~Committee~~the ~~Charter~~compensation isof ~~attached~~the ~~below:~~external auditor;

~~Charter~~(c) oversee the work of the ~~Audit~~external ~~Committee~~auditor of engaged for the ~~Board~~purpose of ~~Directors~~preparing ofor ~~Strategic~~issuing ~~Internet~~an ~~Investments~~auditor's report or performing other audit, ~~Incorporated~~review (or attest services for the “ Company”), including the resolution of disagreements between management and the external auditor regarding financial reporting;

~~Article~~(d) 1pre-approve –all ~~Mandate~~non-audit ~~and~~services ~~Responsibilities~~to be provided to the Company or its subsidiaries by the Company’s external auditor;

~~The~~(e) ~~Audit~~review ~~Committee is appointed by~~ the ~~board~~Company’s offinancial ~~directors~~statements, of10-K ~~the Company~~ (~~the “Board”~~MD&A) ~~to oversee the accounting~~ and ~~financial~~annual ~~reporting process of the Company~~ and ~~audits~~interim ofearnings ~~the financial~~press ~~statements~~releases ofbefore the Company~~. The~~ ~~Audit~~publicly ~~Committee’s~~discloses ~~primary~~this ~~duties and responsibilities are to:~~information;

(af) ~~recommend~~be tosatisfied ~~the~~that ~~Board~~adequate ~~the~~procedures ~~external~~are ~~auditor~~in toplace ~~be nominated~~ for the ~~purpose~~review of ~~preparing~~all orother ~~issuing~~public andisclosure ~~auditor's~~of ~~report~~financial information extracted or ~~performing~~derived ~~other~~from ~~audit,~~the ~~review~~Company’s orfinancial ~~attest~~statements, ~~services~~and ~~for~~to periodically assess the ~~Company~~adequacy of those procedures;

(bg) ~~recommend~~establish toprocedures ~~the Board the compensation of the external auditor;~~for:

~~(c) oversee~~ i. the ~~work~~receipt, ofretention ~~the~~and ~~external~~treatment ~~auditor engaged for the purpose~~ of ~~preparing~~complaints received orby ~~issuing an auditor's report or performing other audit, review or attest services for~~ the Company, ~~including~~regarding ~~the~~accounting, ~~resolution~~internal ofaccounting ~~disagreements~~controls ~~between~~or ~~management~~auditing ~~and the external auditor regarding financial reporting~~matters; and

~~(d)~~ ii. the ~~pre-approve~~confidential, ~~all~~anonymous ~~non-audit~~submission ~~services~~by toemployees of ~~be provided to~~ the Company orof ~~its~~concerns ~~subsidiaries~~regarding byquestionable ~~the~~accounting ~~Company’s~~or ~~external~~auditing ~~auditor~~matters; and

(eh) review and approve the Company’s ~~financial~~hiring ~~statements,~~policies ~~10-K~~regarding ~~(MD&A)~~partners, employees and ~~annual~~former partners and ~~interim~~employees ~~earnings~~of ~~press~~the ~~releases~~present ~~before~~and ~~the~~former ~~Company~~external ~~publicly~~auditor ~~discloses~~of ~~this~~the ~~information;~~Company.

~~(f)~~The beBoard ~~satisfied~~and ~~that~~management ~~adequate~~will ~~procedures~~ensure ~~are~~that ~~in place for~~ the Audit ~~review~~Committee ofhas ~~all~~adequate ~~other~~funding ~~public~~to ~~disclosure~~fulfill ofits ~~financial~~duties ~~information extracted or derived from the Company’s financial statements,~~ and ~~to periodically assess the adequacy of those procedures;~~responsibilities.

~~(g)~~Audit ~~establish~~Committee ~~procedures for:~~Oversight

i.Since the ~~receipt,~~commencement ~~retention~~of ~~and~~the ~~treatment~~Company’s ofmost ~~complaints~~recently ~~received~~completed fiscal byyear, the Company’s ~~regarding~~Board ~~accounting,~~of ~~internal~~Directors ~~accounting~~has ~~controls~~not failed to adopt a recommendation of the Audit Committee to nominate or ~~auditing~~compensate ~~matters;~~an ~~and~~external auditor.

~~ii.~~Pre-Approval ~~the~~Policies ~~confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;~~ and Procedures

~~(h)~~The ~~review~~Company ~~and~~has ~~approve~~not ~~the~~adopted ~~Company’s~~specific ~~hiring~~ policies ~~regarding~~and ~~partners,~~procedures ~~employees~~for the ~~and~~engagement ~~former~~of ~~partners~~non-audit ~~and~~services. ~~employees~~The ofAudit ~~the~~Committee ~~present~~will ~~and~~review ~~former~~the ~~external~~engagement ~~auditor~~ of ~~the~~non-audit ~~Company~~services as required.

~~The Board and management will ensure that the~~ Audit Committee ~~has~~Financial ~~adequate funding to fulfill its duties and responsibilities.~~Expert

~~Audit~~Our ~~Committee~~board ~~Oversight~~of directors has determined that it does not have an audit committee member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. We believe that the audit committee members are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated revenues to date.

~~Since~~Corporate the commencement of the Company’s most recently completed fiscal year, the Company’s Board of Directors has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.Governance

~~Pre-Approval~~ The ~~Policies~~following ~~and~~is ~~Procedures~~a summary of the Company’s corporate governance policies.

~~The Company has not adopted specific policies and procedures~~ ~~for~~Board ~~the engagement~~ of ~~non-audit services. The Audit Committee will review the engagement of non-audit services as required.~~Directors

~~Audit~~The ~~Committee~~Board, ~~Financial~~at ~~Expert~~present, is composed of three directors whom are executive officers of the Company. Mr. Abbas Salih, by reason of his being the President, CEO, and CFO of the Company, is not independent. Dr. Ralf Zabel, by reason of his being Vice-president - International Business Development and Operations, is not independent. Mr. Fred Schultz is not considered to be an independent director. In determining whether a director is independent, the Board chiefly considers whether the director has a relationship which could, or could be perceived to interfere with the director’s ability to objectively assess the performance of management.

~~Our~~The ~~board~~Board ~~of directors~~is ~~has~~responsible ~~determined~~for ~~that~~approving ~~it does not have an audit committee member that~~long-term ~~qualifies~~strategic asplans anand ~~“audit~~annual ~~committee~~operating ~~financial~~plans ~~expert”~~and asbudgets ~~defined~~recommended inby ~~Item 407(d)(5)(ii) of Regulation S-K~~management. WeBoard ~~believe~~consideration ~~that the audit committee members are collectively capable of analyzing~~ and ~~evaluating~~approval ~~our~~is ~~financial~~also ~~statements~~required ~~and~~for ~~understanding~~material ~~internal~~contracts ~~controls~~ and ~~procedures~~business ~~for financial reporting. In addition~~transactions, ~~we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly~~ and ~~burdensome~~all ~~and is~~debt ~~not warranted in our circumstances given the early stages of our development~~ and ~~the~~equity ~~fact~~financing ~~that we have not generated revenues to date~~transactions.

~~Corporate~~The ~~Governance~~Board delegates to management responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company’s business in the ordinary course, managing the Company’s cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board also looks to management to furnish recommendations respecting corporate objectives, long-term strategic plans and annual operating plans.

~~The following is a summary of the Company’s corporate governance policies.~~Directorships

Certain ~~Board~~of the directors of ~~Directors~~the Company are also directors of other registrant (or equivalent) in a jurisdiction or a foreign jurisdiction as follows:

~~The~~Name ~~Board, at present, is composed~~ of ~~three~~Director ~~directors,~~Other ~~two~~registrant of(or ~~whom~~equivalent ~~are executive officers of the Company and one of whom are considered to be “independent”, as that term is defined~~ in ~~applicable~~ ~~securities~~a ~~legislation. Mr.~~foreign ~~Fred~~jurisdiction) ~~Schultz is considered to be an independent director. Mr.~~ Abbas Salih, byNone ~~reason~~Fred ofSchultz ~~his~~None ~~being the President, CEO, and CFO of the Company, is not independent. Dr.~~ Ralf Zabel, by reason of his being Vice-president - International Business Development and Operations, is not independent. In determining whether a director is independent, the Board chiefly considers whether the director has a relationship which could, or could be perceived to interfere with the director’s ability to objectively assess the performance of management.None

~~The~~Orientation ~~Board is responsible for approving long-term strategic plans~~ and ~~annual~~Continuing operating plans and budgets recommended by management. Board consideration and approval is also required for material contracts and business transactions, and all debt and equity financing transactions.Education

The ~~Board~~Company ~~delegates~~has tonot ~~management responsibility~~yet ~~for~~developed ~~meeting~~an ~~defined~~official orientation ~~corporate~~or ~~objectives,~~training ~~implementing~~program ~~approved strategic~~for ~~and~~new ~~operating~~directors. ~~plans~~As required, ~~carrying~~new ondirectors ~~the~~will ~~Company’s~~have ~~business~~the inopportunity ~~the ordinary~~to ~~course,~~become ~~managing~~familiar with the Company’s ~~cash~~by ~~flow,~~meeting ~~evaluating~~with ~~new~~the ~~business opportunities,~~other ~~recruiting~~directors ~~staff~~ and ~~complying~~ with ~~applicable~~officers ~~regulatory requirements~~and employees. ~~The~~ ~~Board~~Orientation ~~also~~activities ~~looks~~will tobe ~~management~~tailored to ~~furnish recommendations~~the ~~respecting~~particular ~~corporate~~needs ~~objectives,~~and ~~long-term~~experience ~~strategic~~of ~~plans~~each director and ~~annual~~the ~~operating plans~~overall needs of the Board.

~~Directorships~~Ethical Business Conduct

~~Certain~~The ofBoard monitors the ~~directors~~ethical conduct of the Company ~~are~~and ~~also~~ensures ~~directors~~that it complies with applicable legal and regulatory requirements, such as those of ~~other~~relevant ~~registrant~~securities ~~(or~~commissions and ~~equivalent)~~stock inexchanges. aThe Board has found that the fiduciary duties placed on individual directors by the Company’s governing ~~jurisdiction~~corporate orlegislation aand ~~foreign~~the ~~jurisdiction~~common law, as ~~follows:~~well as the restrictions placed by applicable corporate legislation on the individual director’s participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

~~Name~~Nomination of Director Other registrant (or equivalent in a foreign jurisdiction) Ralph Shearing (former director) Telson Resources Inc. (Reporting Issuer – Canada) Discovery Gold Corporation (Registrant – U.S.A.) Abbas Salih None Fred Schultz None Ralf Zabel NoneDirectors

~~Orientation~~The ~~and~~Board ~~Continuing~~has not appointed a nominating committee ~~Education~~because the Board fulfills these functions.

The Company has not yet developed an official orientation or training program for new directors. As required, new directors will have the opportunity to become familiar with the Company by meeting with the other directors and with officers and employees. Orientation activities will be tailored to the particular needs and experience of each director and the overall needs of the Board. Compensation

~~Ethical~~The ~~Business~~Board ~~Conduct~~of Directors is responsible for determining all forms of compensation, including long-term incentive in the form of stock options, to be granted to the Chief Executive Officer of the Company and the directors, and for reviewing the Chief Executive Officer’s recommendations respecting compensation of the other officers of the Company, to ensure such arrangements reflect the responsibilities and risks associated with each position. When determining the compensation of its officers, the Board considers: i) recruiting and retaining executives critical to the success of the Company and the enhancement of shareholder value; ii) providing fair and competitive compensation; iii) balancing the interests of management and the Company’s shareholders; and iv) rewarding performance, both on an individual basis and with respect to operations in general.

~~The~~Committees ~~Board monitors the ethical conduct~~ of the ~~Company and ensures that it complies with applicable legal and regulatory requirements, such as those of relevant securities commissions and stock exchanges. The~~ Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law, as well as the restrictions placed by applicable corporate legislation on the individual director’s participation in decisions of ~~the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.~~Directors

~~Nomination~~The Board has appointed an Audit Committee, the members of ~~Directors~~which are Abbas Salih, Fred Schultz, and Ralf Zabel. A description of the function of the Audit Committee can be found in this under Item 15 – Principal Accountant Fees and Services.

The Board has not, ~~appointed~~as ayet, adopted formal procedures ~~nominating~~for ~~committee~~assessing ~~because~~the effectiveness of the Board, ~~fulfills~~its ~~these~~Audit ~~functions.~~Committee or individual directors.

~~Compensation~~Code of Ethics

The ~~Board~~Company ofhas ~~Directors~~not ~~is responsible~~adopted ~~for~~a ~~determining~~Code ~~all forms~~ of ~~compensation, including long-term~~ ~~incentive~~Ethics inapplicable ~~the form of stock options,~~ to beall ~~granted to the Chief Executive Officer~~ of ~~the~~our ~~Company and the~~ directors, ~~and for reviewing the Chief Executive Officer’s recommendations respecting compensation of the other~~ officers ~~of the Company~~, toemployees ~~ensure such arrangements reflect the responsibilities~~ and ~~risks associated with each position. When determining the compensation of its officers~~consultants, ~~the~~which ~~Board~~is ~~considers:~~a i)“code ~~recruiting and retaining executives critical to the success~~ of ~~the~~ethics” ~~Company~~as ~~and the enhancement of shareholder value; ii)~~defined ~~providing~~by ~~fair~~applicable ~~and~~rules ~~competitive compensation; iii) balancing the interests~~ of ~~management~~ ~~and~~ the ~~Company’s shareholders; and iv) rewarding performance, both on an individual basis and with respect to operations in general~~SEC.

~~Committees~~Section of16(a) ~~the~~Beneficial ~~Board~~Ownership ~~of Directors~~Compliance

~~The~~Section ~~Board~~16(a) ~~has~~of ~~appointed~~the anExchange ~~Audit~~Act requires ~~Committee,~~our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the ~~members~~SEC initial statements of ~~which~~beneficial ~~are~~ownership, ~~Abbas~~reports ~~Salih~~of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, ~~Fred~~on ~~Schultz~~Forms 3, 4 and ~~Ralf~~5 ~~Zabel~~respectively. A ~~description~~Executive ofofficers, ~~the~~directors ~~function~~and ofgreater than 10% shareholders are required by the ~~Audit~~SEC ~~Committee~~regulations ~~can~~to befurnish ~~found~~us inwith ~~this~~copies ~~under Item~~of 15all –Section ~~Principal~~16(a) ~~Accountant~~reports ~~Fees~~that ~~and~~they ~~Services~~file.

~~The~~Based ~~Board~~solely ~~has~~on ~~not,~~our asreview ~~yet,~~of the copies ~~adopted~~of ~~formal~~such ~~procedures~~forms ~~for~~received ~~assessing~~by ~~the~~us, ~~effectiveness~~or ofwritten ~~the~~representations ~~Board~~from certain reporting persons, ~~its~~we believe that all filing requirements ~~Audit~~applicable ~~Committee~~to orour ~~individual~~officers, directors and greater than ten percent beneficial owners were complied with.

~~Code~~Item 11. ofExecutive ~~Ethics~~ Compensation.

The ~~Company~~ ~~has~~particulars ~~not adopted a Code~~ of ~~Ethics~~compensation ~~applicable~~paid to ~~all of our directors, officers, employees and consultants, which is a “code of ethics” as defined by applicable rules of~~ the ~~SEC.~~following persons:

~~Section~~our ~~16(a) Beneficial~~principal ~~Ownership~~executive ~~Compliance~~officer;
~~Section 16(a)~~each of ~~the~~our ~~Exchange~~two ~~Act~~most ~~requires~~highly ~~our~~compensated executive officers ~~and directors and persons~~ who ~~own~~were ~~more~~serving ~~than 10% of a registered class of our equity securities to~~as ~~file~~executive with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, ~~directors~~at ~~and greater than 10% shareholders are required by~~ the ~~SEC regulations~~end ~~to furnish us with copies~~ of ~~all~~the ~~Section~~year ~~16(a)~~ended ~~reports~~December ~~that~~31, ~~they file.~~2016; and
~~Based~~up to two additional individuals for whom disclosure would have been provided ~~solely~~under on(b) ~~our~~but ~~review~~for ofthe fact that the ~~copies~~individual ofwas ~~such~~not ~~forms~~serving ~~received~~as byour ~~us,~~executive orofficer ~~written representations~~at ~~from~~the ~~certain~~end ~~reporting~~of ~~persons~~the most recently completed financial year, who we ~~believe~~will ~~that~~collectively ~~all~~refer ~~filing requirements~~to ~~applicable~~as tothe ~~our~~named executive officers, ~~directors~~for ~~and~~our ~~greater~~years ~~than~~ended ~~ten~~December ~~percent~~31, 2016 and 2015, ~~beneficial~~are ~~owners~~set ~~were~~out ~~complied~~in ~~with~~the summary compensation table.

~~ITEM~~Summary ~~11.~~compensation ~~EXECUTIVE~~table (aside ~~COMPENSATION.~~from what is set out below, there is no other compensation to the individuals in respect of 2016 and 2015):

The particulars of compensation paid to the following persons:

		Option	Share Awards⁽²⁾
Name	Year	Awards⁽¹⁾	and Other⁽³⁾	Total

Abbas Salih, CEO, CFO, Director	2016	$ Nil	$ 1,100	$ 1,100
	2015	$ Nil	$ 49,000	$ 49,000

Fred Schultz, Director	2016	$ Nil	$ 3,000	$ 3,000
	2015	$ Nil	$ 4,000	$ 4,000

Dr. Ralf Zabel, Director, Vice-president - International Business Development and Operations	2016	$ Nil	$ Nil	$ Nil
	2015	$ Nil	$ Nil	$ Nil

(1) The amount of the Option Awards represents the fair value of the stock options granted and recognized for financial reporting purposes during the year indicated. For a description of the methodology and assumptions used in valuing the option awards granted to our ~~principal~~ named executive ~~officer;~~officers and directors, please review Notes 1 and 4 to the financial statements for the year ended December 31, 2016. No options were granted during the 2016 year.

~~each~~(2) The amount of ~~our two~~Share ~~most~~Awards ~~highly~~is ~~compensated~~the fair value of common shares issued as remuneration to the named executive officers ~~who~~plus ~~were~~common ~~serving~~shares issued as remuneration. For a description of the methodology and assumptions used in valuing the share awards granted to our named executive officers atand directors, please review Notes 1 and 4 to the ~~end~~financial ofstatements for the year ended December 31, ~~2015;~~2016. ~~and~~No Share Awards were granted during the 2016 year.

~~up to two additional individuals for whom disclosure would have been provided under~~ (b3) ~~but~~Other ~~for~~compensation ~~the~~represents ~~fact that~~ the ~~individual~~amounts ~~was~~charged ~~not~~by ~~serving~~or aspaid ~~our executive officer at the end of the most recently completed financial year, who we will collectively refer~~ to as the named ~~executive~~individuals ~~officers,~~with ~~for~~respect ~~our~~to ~~years ended~~management ~~December 31, 2015 and 2014, are set out in the summary compensation table~~fees.

~~Summary~~Management ~~compensation table (aside from what is set out below, there is no other compensation to the individuals in respect of 2015 and 2014):~~Contracts

		Option	Share Awards(2)
Name	Year	Awards(1)	and Other (3)	Total
Abbas Salih, CEO, CFO, Director	2015	$ Nil	$ 49,000	$ 49,000
	2014	$ Nil	$ 10,302	$ 10,302
Fred Schultz, Director	2015	$ Nil	$ 4,000	$ 4,000
	2014	$ Nil	$ 4,000	$ 4,000
Dr. Ralf Zabel, Director, Vice-president - International Business Development and Operations	2015	$ Nil	$ Nil	$ Nil
	2014	$ Nil	$ Nil	$ Nil
Ralph Shearing, former Director	2015	$ Nil	$ Nil	$ Nil
	2014	$ Nil	$ Nil	$ Nil

~~(1)~~During ~~The amount of~~ the ~~Option~~fiscal ~~Awards~~year ~~represents~~ended ~~the~~December 31, ~~fair~~2016, ~~value~~directors ofand ~~the~~officers ~~stock~~received ~~options~~management ~~granted~~fees ~~and~~as ~~recognized~~compensation for ~~financial~~providing ~~reporting~~management ~~purposes~~services ~~during~~to the ~~year~~Company ~~indicated. For a description of the methodology and assumptions used~~ in ~~valuing~~ the amounts ~~option~~as ~~awards~~shown ~~granted~~above to(see ~~our~~“Summary ~~named~~compensation ~~executive~~table”). ~~officers~~The ~~and~~ directors, ~~please review Notes 1~~ and 4officers toare ~~the~~reimbursed ~~financial statements~~ for ~~the~~any ~~year~~out-of-pocket expenses ~~ended~~incurred ~~December~~by ~~31,~~them ~~2015.~~on Nobehalf ~~options~~of ~~were granted during~~ the ~~2015 year~~Company.

~~(2)~~There ~~The~~are ~~amount~~no ofarrangements ~~Share~~or ~~Awards~~plans isin which ~~the~~we ~~fair~~provide ~~value~~pension, ofretirement ~~common~~or ~~shares~~similar ~~issued~~benefits asfor ~~remuneration~~directors toor ~~the~~executive ~~named~~officers. Our directors and executive officers may ~~plus~~receive ~~common~~stock ~~shares~~options ~~issued~~at asthe ~~remuneration.~~discretion ~~For~~of aour ~~description~~board of directors in the ~~methodology~~future. ~~and~~We ~~assumptions~~do ~~used~~not inhave ~~valuing~~any ~~the~~material ~~share~~bonus ~~awards~~or ~~granted~~profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our ~~named~~directors or executive officers, ~~and~~except that stock options may be granted at the discretion of our board of directors, ~~please~~from ~~review~~time ~~Notes~~to 1time. ~~and~~We 4have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to ~~the~~compensate ~~financial~~such ~~statements~~officers ~~for~~in the ~~year~~event of ~~ended~~termination ~~December~~of 31employment (as a result of resignation, ~~2015.~~retirement, Nochange ~~Share~~of ~~Awards~~control) ~~were~~or ~~granted~~a ~~during~~change ~~the~~of ~~2015~~responsibilities ~~year~~following a change of control.

~~(3)~~Outstanding ~~Other~~Equity ~~compensation~~Awards ~~represents~~at ~~the amounts charged by or paid to the named individuals with respect to management fees.~~Fiscal Year-End

~~Management~~On ~~Contracts~~July 1, 2002 the Company's Board of Directors adopted and approved a Stock Award Plan. The plan provides both for the direct award or sale of shares, and for the grant of options to purchase shares. Shares may be awarded in consideration of services rendered to the Company. The Company may also grant a 30-day right to purchase shares at a price of not less than 90% of the fair market value of the shares.

OnUnder ~~August~~the 21plan directors, ~~2012~~employees ~~the~~and ~~Company~~consultants ~~entered~~may ~~into~~be agranted ~~Management~~incentive ~~Services~~stock ~~Agreement~~options ~~with~~to apurchase ~~director~~common ~~(the~~stock ~~“Director”). As~~of ~~remuneration~~the ~~for~~Company ~~the~~at ~~management~~a ~~services,~~price ~~the~~of ~~Company~~not ~~agreed~~less tothan ~~pay~~100% of the fair market ~~Director~~value ~~$20~~of ~~per~~the ~~hour~~stock. ~~for~~Outside ~~time~~directors ~~spent~~may onbe ~~the~~granted ~~affairs~~non-statutory stock options to purchase common stock of the Company, ~~pursuant~~at toa price ~~which~~of ~~the~~not ~~company~~less ~~has~~than ~~paid~~85% orof ~~accrued~~the ~~management~~fair ~~fees~~market value of ~~$4,000~~the ~~(2014 - $4,000)~~stock.

~~During~~The ~~the fiscal~~total ~~year~~number ~~ended~~of ~~December~~shares ~~31,~~awarded ~~2015,~~under ~~directors~~the plan ~~and~~must ~~officers~~not ~~received~~exceed ~~management fees~~15% asof ~~compensation~~the ~~for~~outstanding ~~providing~~common ~~management~~stock ~~services~~of to the Company. Certain changes in the capital structure of the Company, ~~amounts~~such as ~~shown~~a ~~above~~stock ~~(see~~split ~~“Summary~~or ~~compensation~~stock ~~table”). The~~dividend, ~~directors~~may ~~and officers~~result ~~are~~in ~~reimbursed~~an ~~for~~appropriate ~~any~~adjustment ~~out-of-pocket~~to ~~expenses~~the ~~incurred~~number byand/or ~~them~~the ~~on behalf~~price of shares issuable under the ~~Company~~plan. The plan expires on July 1, 2017.

~~There are~~The nopurpose ~~arrangements~~of orthe ~~plans~~Stock inOption ~~which~~Plan weis ~~provide pension, retirement or similar~~to ~~benefits~~advance ~~for~~the ~~directors~~interests orof ~~executive~~the ~~officers.~~Company ~~Our directors~~ and ~~executive officers~~its ~~may~~shareholders ~~receive~~by ~~stock~~affording ~~options~~key atpersonnel in the ~~discretion~~Company ofan ~~our~~opportunity ~~board~~for ~~of directors~~investment in the ~~future.~~Company Weand doother ~~not~~incentive ~~have~~advantages ~~any~~inherent ~~material~~in ~~bonus~~stock orownership ~~profit~~in ~~sharing~~the ~~plans pursuant~~Company. Pursuant to ~~which~~the ~~cash~~provisions orof ~~non-cash~~the ~~compensation is or may be paid to our~~Stock ~~directors~~Option ~~or executive officers~~Plan, ~~except that~~ stock options ~~may~~will be granted ~~at the~~only ~~discretion of our board of directors from time~~ to ~~time. We~~key ~~have~~personnel ~~no plans or arrangements in respect~~ of ~~remuneration~~the ~~received~~Company, orgenerally ~~that~~defined ~~may~~as bea ~~received~~person designated by management ~~our~~upon ~~executive~~whose ~~officers~~judgment, toinitiative ~~compensate~~and ~~such~~efforts ~~officers in~~ the ~~event~~Company ofmay ~~termination of~~rely, ~~employment~~including ~~(as~~any ~~a result of resignation~~director, ~~retirement~~officer, ~~change~~employee ~~of control)~~ or ~~a change~~consultant of ~~responsibilities following a change of control~~the Company.

~~Outstanding~~As ~~Equity~~of ~~Awards~~the date of this Annual Report, a total of 7 individual share purchase options have been granted to consultants, employees, directors, and officers to acquire a total of 4,140,000 common shares of the Company at ~~Fiscal~~a ~~Year-End~~weighted average price of $0.11 per share.

OnThe ~~July~~outstanding 1,equity ~~2002~~awards ~~the Company's Board~~ of ~~Directors adopted and approved a Stock Award Plan. The plan provides both for~~ the ~~direct~~named ~~award~~executive ~~or sale of shares~~officers, ~~and~~ for our ~~the~~year ~~grant~~ended ofDecember ~~options~~31, ~~to purchase~~2016, ~~shares.~~are ~~Shares~~set ~~may~~out ~~be awarded~~ in ~~consideration of services rendered to~~ the ~~Company.~~following ~~The~~outstanding ~~Company~~equity ~~may~~awards ~~also grant a 30-day right to purchase shares at a price of not less than 90% of the fair market value of the shares.~~table:

Under the plan directors, employees and consultants may be granted incentive stock options to purchase common stock of the Company at a price of not less than 100% of the fair market value of the stock. Outside directors may be granted non-statutory stock options to purchase common stock of the Company at a price of not less than 85% of the fair market value of the stock.

Name

Number of securities underlying unexercised options

# exercisable

Option

exercise price

Options expiration date

Abbas Salih

CEO, CFO, Director

1,200,000

$0.12

January 16, 2018

Fred Schultz

Director

320,000

$0.10

October 15, 2017

Dr. Ralf Zabel

Director, Vice-president - International Business Development and Operations

100,000

$0.10

October 15, 2017

~~The~~All ~~total number~~ of ~~shares awarded~~these ~~under~~options ~~the~~were ~~plan~~vested ~~must~~and ~~not exceed 15% of the outstanding common stock of~~exercisable ~~the~~on ~~Company. Certain changes in~~ the ~~capital~~date ~~structure~~they ofwere ~~the Company, such as a stock split or stock dividend, may result in an appropriate adjustment to the number and/or the price of shares issuable under the plan~~granted. ~~The~~None ~~plan~~have ~~expires~~been ~~on July 1, 2017~~exercised.

~~The~~Aggregated ~~purpose~~Options ofExercised ~~the Stock Option Plan is to advance the interests of the Company and its shareholders by affording key personnel~~ in the ~~Company an opportunity for investment in the~~ ~~Company~~Year ~~and~~Ended ~~other~~December ~~incentive advantages inherent in stock ownership in the Company. Pursuant to the provisions of the Stock Option Plan~~31, ~~stock~~2016 ~~options will be granted only to key personnel of the Company, generally defined as a person designated by management upon whose judgment, initiative~~ and ~~efforts~~Year ~~the Company~~End ~~may~~Option ~~rely, including any director, officer, employee or consultant of the Company.~~Values

AsThere ofwere ~~the~~no ~~date~~stock ~~of this Annual Report, a total of 7 individual share purchase~~ options ~~have been granted to~~exercised ~~consultants,~~during ~~employees,~~the ~~directors,~~year ~~and~~ended ~~officers~~December ~~to acquire a total of 4~~31,~~140,000 common~~ ~~shares of the Company at a weighted average price of $0~~2016.~~11 per share.~~

~~The~~Repricing ~~outstanding equity awards~~ of ~~the named executive officers, for our year ended December 31, 2015, are set out in the following outstanding equity awards table:~~Options/SARS

Name	Number of securities underlying unexercised options # exercisable	Option exercise price	Options expiration date
Abbas Salih CEO, CFO, Director	1,200,000	$0.12	January 16, 2018
Ralph Shearing former Director	1,440,000	$0.12	January 16, 2018
Fred Schultz Director	320,000	$0.10	October 15, 2017
Dr. Ralf Zabel Director, Vice-president - International Business Development and Operations	100,000	$0.10	October 15, 2017

There were no stock options re-priced during the year ended December 31, 2016.

~~All~~Director ~~of these options were vested and exercisable on the date they were granted. None have been exercised.~~Compensation

~~Aggregated Options~~We ~~Exercised~~reimburse our directors for expenses incurred in ~~the~~connection ~~Year~~with ~~Ended~~attending ~~December~~board ~~31,~~meetings. ~~2015~~We ~~and~~did ~~Year~~not ~~End~~pay ~~Option~~any other director’s fees or other compensation for ~~Values~~services rendered as a director for the fiscal year ended December 31, 2016.

~~There were~~We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors have been granted stock options, ~~exercised~~and ~~during~~may in the ~~year~~future ~~ended~~receive ~~December~~additional 31stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. Other than stock options, ~~2015~~no director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.

~~Repricing~~Item 12. Security Ownership of ~~Options/SARS~~Certain Beneficial Owners and Management and Related Stockholder Matters.

~~There~~As of December 31, 2016, there were no40,359,391 shares of our common stock ~~options re-priced~~outstanding. ~~during~~The following tables sets forth certain information known to us with respect to the beneficial ~~year~~ownership ~~ended~~of ~~December~~our 31common stock as of that date by (i) each of our directors, ~~2015~~(ii) each of our named executive officers, and (iii) all of our directors and executive officers as a group. Except as set forth in the tables below, there is no person known to us who beneficially owns more than 5% of our common stock.

~~Director~~Security ownership of certain beneficial owners and management ~~Compensation~~

We reimburse our directors for expenses incurred in connection with attending board meetings. We did not pay any other director’s fees or other compensation for services rendered as a director for the fiscal year ended December 31, 2015.

Title of class	Name and address of beneficial owners⁽¹⁾	Amount and nature of beneficial ownership	Percentage of class^{(2), (3)}

Management
Common stock	Abbas Salih	18,838,044 (indirect) ⁽⁵⁾	32%
	Jood Palace Hotel 36-A Street Off Al Rigga Road, PO Box 42211 Deira, Dubai, UAE	3,557,427 (direct)⁽⁵⁾	6%

Common stock	Fred Schultz	640,000 (direct) ⁽⁶⁾	1%
	1706 Serrano St.
	Oceanside, CA 92054

Common stock	Ralf Zabel	160,000 (direct) ⁽⁷⁾	*%
	Shulstrasse 18 D-01723
	Kesseldorf, Germany
Management total		23,195,471	41%

Beneficial owners
Common stock	Ralph Shearing⁽⁸⁾	8,727,354 (indirect) ⁽⁴⁾	15%
	450-1090 W. Georgia St.
	Vancouver, BC, Canada

Common stock	John Martin Stewart Phillips	3,500,000 (direct)	6%
	Mahe, Penrhiw Pistyll Lane New Quay, Ceredigion Wales, UK

~~We have~~(1) noUnder ~~formal~~Rule ~~plan~~13d-3, ~~for~~a ~~compensating~~beneficial ~~our~~owner ~~directors~~of ~~for~~a ~~their~~security ~~service~~includes inany ~~their capacity~~person ~~as directors~~who, ~~although~~directly ~~such~~or ~~directors~~indirectly, ~~have~~through ~~been~~any ~~granted~~contract, ~~stock~~arrangement, ~~options~~understanding, ~~and~~ ~~may~~relationship, inor ~~the~~otherwise ~~future~~has ~~receive~~or ~~additional~~shares: ~~stock~~(i) ~~options~~voting topower, ~~purchase~~which ~~common shares~~includes asthe ~~awarded~~power byto ~~our~~vote, ~~board~~or to direct the voting of ~~directors~~shares; orand (asii) investment power, which includes the power to ~~future~~dispose ~~stock~~or ~~options)~~direct ~~a compensation~~the ~~committee~~disposition ~~which~~of shares. Certain shares may be ~~established. Directors~~deemed ~~are~~to ~~entitled~~be ~~to reimbursement~~beneficially ~~for~~owned ~~reasonable~~by ~~travel~~more ~~and~~than ~~other~~one ~~out-of-pocket~~person ~~expenses~~(if, ~~incurred in~~for ~~connection~~example, ~~with~~persons ~~attendance~~share atthe ~~meetings~~power ofto ~~our~~vote ~~board~~or the power to dispose of ~~directors~~the shares). ~~Our~~ ~~board of~~In ~~directors~~addition, ~~may~~shares ~~award~~are ~~special~~deemed ~~remuneration~~to be beneficially owned by a person if the person has the right to ~~any~~acquire ~~director~~the ~~undertaking~~shares ~~any special~~(for ~~services~~example, onupon ~~our~~exercise ~~behalf~~of ~~other~~an ~~than~~option) ~~services~~within ~~ordinarily~~60 ~~required~~days of ~~a director~~the date as of which the information is provided. ~~Other~~ ~~than~~In ~~stock~~computing ~~options~~the percentage ownership of any person, nothe ~~director~~amount ~~received~~of ~~and/or~~shares ~~accrued~~outstanding ~~any compensation~~is ~~for~~deemed ~~their~~to ~~services~~include asthe aamount ~~director,~~of ~~including~~shares ~~committee participation~~beneficially owned by such person (and~~/or~~ ~~special~~only ~~assignments~~such person) by reason of these acquisition rights.

~~ITEM~~(2) ~~12.~~The ~~SECURITY~~percentage ~~OWNERSHIP~~of OFclass ~~CERTAIN~~is ~~BENEFICIAL~~based ~~OWNERS~~on ~~AND~~40,359,391 ~~MANAGEMENT~~shares ~~AND~~of ~~RELATED~~common ~~STOCKHOLDER~~stock ~~MATTERS~~issued and outstanding as of December 31, 2016, plus shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of December 31, 2016.

As of January 29, 2016, there were 40,359,391 shares of our common stock outstanding. The following tables sets forth certain information known to us with respect to the beneficial ownership of our common stock as of that date by (i3) ~~each~~ ~~of our~~* ~~directors,~~Less (ii) each of our named executive officers, and (iii) all of our directors and executive officers as a group. Except as set forth in the tables below, there is no person known to us who beneficially owns more than 51% ~~of our common stock.~~

~~Security~~(4) ~~ownership~~The beneficial owner has the right to acquire 1,440,000 shares through the exercise of ~~certain~~stock ~~beneficial~~options ~~owners~~and 2,320,858 units through the conversion of outstanding loans into units, each unit consisting of one common share of the Company and ~~management~~ one share purchase warrant.

Title of class	Name and address of beneficial owners(1)	Amount and nature of beneficial ownership	Percentage of class(2), (3)
Management
Common stock	Abbas Salih	18,838,044 (indirect) (5)	32%
	Jood Palace Hotel 36-A Street Off Al Rigga Road, PO Box 42211 Deira, Dubai, UAE	3,557,427 (direct) (5)	6%
Common stock	Fred Schultz	640,000 (direct) (6)	1%
	1706 Serrano St.
	Oceanside, CA 92054
Common stock	Ralf Zabel	160,000 (direct) (7)	*%
	Shulstrasse 18 D-01723
	Kesseldorf, Germany
Management total		23,195,471	41%
Beneficial owners
Common stock	Cede & Co.	9,163,765 (direct)	16%
	PO Box 20, Bowling Green Stn.
	New York, N.Y., U.S.A.
Common stock	Ralph Shearing(8)	8,727,354 (indirect) (4)	15%
	450-1090 W. Georgia St.
	Vancouver, BC, Canada
Common stock	John Martin Stewart Phillips	3,500,000 (direct)	6%
	Mahe, Penrhiw Pistyll Lane New Quay, Ceredigion Wales, UK

(5)

The beneficial owner also has the right to acquire a further 1,200,000 shares through the exercise of stock options and 4,526,436 units through the conversion of outstanding loans into units, each unit consisting of one common share of the Company and one share purchase warrant.

(16) ~~Under~~The ~~Rule 13d-3, a~~ beneficial owner ~~of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise~~ has ~~or shares: (i) voting power, which includes~~ the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire ~~the shares (for example~~320,000 ~~upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of~~ shares ~~outstanding~~through ~~is deemed to include~~ the ~~amount~~exercise of ~~shares~~stock ~~beneficially owned by such person (and only such person) by reason of these acquisition rights~~options.

(27) The ~~percentage~~beneficial ofowner ~~class~~has isthe ~~based~~right onto 40acquire 100,~~359,391~~000 shares ofthrough ~~common~~the ~~stock~~exercise ~~issued and outstanding as~~ of ~~January 31, 2016, plus shares of common~~ stock ~~subject to~~ options ~~or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of January 31, 2016~~.

(38) *Mr. ~~Less~~Shearing ~~than~~resigned 1%as a director of the Company effective December 4, 2015.

~~(4)~~Changes ~~The~~in ~~beneficial~~Control owner has the right to acquire 1,440,000 shares through the exercise of stock options and 2,320,858 units through the conversion of outstanding loans into units, each unit consisting of one common share of the Company and one share purchase warrant.

(5) The beneficial owner also has the right to acquire a further 1,200,000 shares through the exercise of stock options and 4,526,436 units through the conversion of outstanding loans into units, each unit consisting of one common share of the Company and one share purchase warrant.None

~~(6)~~Item 13. ~~The~~Certain ~~beneficial~~Relationships ~~owner~~and ~~has~~Related ~~the right to acquire 320~~Transactions,~~000~~ ~~shares~~and ~~through~~Director ~~the exercise of stock options~~Independence.

~~(7)~~Transactions ~~The~~with ~~beneficial~~related ~~owner has the right to acquire 100,000 shares through the exercise of stock options.~~persons

~~(8)~~No ~~Mr.~~director, ~~Shearing~~executive ~~resigned~~officer, asprincipal shareholder aholding ~~director~~at least 5% of our common shares, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction, since the ~~Company~~beginning ~~effective~~of our company’s fiscal year ended December 431, ~~2015~~2016, in which the amount involved in the transaction exceeded or exceeds the $120,000, except as described below.

~~Changes~~The inCompany ~~Control~~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:

None

	Year ended December 31,
	2016	2015

Interest	$ 98,445	$ 88,880
Management fees	4,100	53,000

Total related party transactions	$ 102,545	$ 141,880

~~ITEM~~At ~~13.~~December ~~CERTAIN~~31, ~~RELATIONSHIPS~~2016, ~~AND~~accounts ~~RELATED~~payable ~~TRANSACTIONS~~includes $8,211 ~~AND~~(2015 ~~DIRECTOR~~- ~~INDEPENDENCE~~$5,200) due to two directors, a former director, and a company controlled by a director of the Company in respect of unpaid management fees and expenses incurred on behalf of the Company.

~~Transactions~~At December 31, 2015, accounts payable also includes $15,527 (2015 - $15,527) of expenses for operating costs paid on behalf of the Company by a company with ~~related~~directors in ~~persons~~ common.

~~No director,~~On ~~executive~~August ~~officer~~21, ~~principal~~2012, ~~shareholder~~the ~~holding~~Company atentered ~~least~~into a 5%Management ofServices ~~our common~~Agreement ~~shares,~~with ora ~~any~~director ~~family~~(the ~~member~~“Director”). ~~thereof,~~As ~~had~~remuneration ~~any~~for ~~material~~the ~~interest~~management services, ~~direct~~the orCompany ~~indirect,~~agreed into ~~any~~pay ~~transaction,~~the orDirector ~~proposed~~$20 ~~transaction,~~per ~~since~~hour ~~the~~for ~~beginning of~~time ~~our~~spent ~~company’s~~on ~~fiscal~~the ~~year~~affairs ~~ended~~of ~~December~~the 31Company, ~~2015,~~pursuant into which the ~~amount~~company has ~~involved~~paid inor ~~the~~accrued ~~transaction~~management ~~exceeded~~fees orof ~~exceeds the~~ $~~120~~3,000, ~~except~~(2015 ~~as described~~- ~~below~~$4,000).

~~The~~Director ~~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:~~Independence

	Year ended December 31,
	2015	2014
Interest	$ 88,880	$ 80,474
Management fees	53,000	14,302
Total related party transactions	$ 141,880	$ 94,776

The Board, at present, is composed of three directors whom are executive officer of the Company. Mr. Fred Schultz is not considered to be an independent director. Mr. Abbas Salih, by reason of his being the President, CEO, and CFO of the Company, is not independent. Dr. Ralf Zabel, by reason of his being Vice-president - International Business Development and Operations, is not independent. In determining whether a director is independent, the Board chiefly considers whether the director has a relationship which could, or could be perceived to, interfere with the director’s ability to objectively assess the performance of management.

AtBoard ~~December 31, 2015, accounts payable includes $5,200 (2014 - $74,945) due to two directors, a former director, and a company controlled by a director~~ of ~~the Company in respect of unpaid management fees and expenses incurred on behalf of the Company.~~Directors

AtOur ~~December~~board ~~31,~~of ~~2015,~~directors ~~accounts~~facilitates its ~~payable~~exercise ~~also~~of ~~includes~~independent ~~$15,527~~supervision ~~(2014~~over -management ~~$15,527)~~by ofendorsing ~~expenses~~the guidelines for ~~operating~~responsibilities ~~costs~~of the board as set out by ~~paid~~regulatory authorities on ~~behalf~~corporate ofgovernance in the ~~Company~~United byStates. aOur board’s primary responsibilities are to supervise the management of our company, ~~with~~to ~~directors~~establish inan ~~common.~~appropriate corporate governance system, and to set a tone of high professional and ethical standards.

OnThe ~~August~~board ~~21,~~is ~~2012~~also ~~the~~responsible ~~Company entered into a Management Services Agreement with a director (the “Director”). As remuneration~~ for the management services, the Company agreed to pay the Director $20 per hour for time spent on the affairs of the Company, pursuant to which the company has paid or accrued management fees of $4,000 (2014 - $4,000). :

~~Director Independence~~· selecting and assessing members of the Board;

~~The~~· ~~Board~~choosing, atassessing ~~present,~~and ~~is composed~~compensating ~~of three directors, two of whom is an executive officer of~~ the ~~Company and~~Chief ~~the~~Executive ~~other~~Officer ~~one are considered to be “independent”, as that term is defined in applicable securities legislation. Mr. Fred Schultz is considered to be an independent director. Mr. Abbas Salih, by reason~~ of ~~his~~our ~~being the President~~company, ~~CEO,~~approving ~~and CFO of~~ the ~~Company,~~compensation ~~is not independent. Dr. Ralf Zabel, by reason~~ of ~~his~~all ~~being~~executive ~~Vice-president -~~officers ~~International Business Development~~ and ~~Operations,~~ensuring isthat ~~not~~an ~~independent.~~orderly ~~In determining~~management ~~whether~~succession aplan director is independent, the Board chiefly considers whether the director has a relationship which could, or could be perceived to, interfere with the director’s ability to objectively assess the performance of management.exists;

~~Board~~· ofreviewing ~~Directors~~and approving our company’s strategic plan, operating plan, capital budget and financial goals, and reviewing its performance against those plans;

~~Our~~· ~~board~~adopting ofa ~~directors~~code ~~facilitates its exercise~~ of ~~independent~~ ~~supervision~~conduct ~~over~~and ~~management~~a bydisclosure ~~endorsing~~policy ~~the guidelines~~ for ~~responsibilities~~ ~~of the board as set out by regulatory authorities on corporate governance in the United States. Our board’s primary responsibilities are to supervise the management of~~ our company, ~~to establish an appropriate corporate governance system,~~ and tomonitoring ~~set~~performance aagainst ~~tone~~those ~~of high professional and ethical standards.~~ policies;

~~The~~· ~~board~~ensuring isthe ~~also~~integrity ~~responsible~~of ~~for:~~our company’s internal control and management information systems;

~~selecting~~· ~~and~~approving ~~assessing~~any ~~members~~major ofchanges ~~the~~to ~~Board~~our company’s capital structure, including significant investments or financing arrangements; and

~~choosing,~~· ~~assessing~~reviewing and ~~compensating~~approving ~~the~~any ~~Chief~~other ~~Executive~~issues ~~Officer of our company~~which, ~~approving~~in the ~~compensation~~view of ~~all~~the ~~executive~~Board ~~officers~~or ~~and ensuring that an orderly~~ management, ~~succession~~may ~~plan~~require ~~exists;~~Board scrutiny.

~~reviewing~~Orientation and ~~approving~~Continuing ~~our company’s strategic plan, operating plan, capital budget and financial goals, and reviewing its performance against those plans;~~Education

~~adopting~~We ahave ~~code~~an informal process to orient and educate new recruits to the board regarding their role of ~~conduct~~the board, our committees and aour ~~disclosure~~directors, ~~policy~~as ~~for~~well as the nature and operations of our ~~company~~business. This process provides for an orientation with key members of the management staff, and further provides access to materials necessary to inform them of the information required to carry out their responsibilities as a board member. This information includes the most recent board approved budget, the most recent annual report, the audited financial statements and ~~monitoring~~copies ~~performance~~of ~~against~~the ~~those~~interim ~~policies;~~quarterly financial statements.

~~ensuring~~The ~~the~~board ~~integrity~~does ofnot ~~our~~provide ~~company’s~~continuing education ~~internal~~for ~~control~~its directors. Each director is responsible to maintain the skills and ~~management~~ ~~information~~knowledge ~~systems;~~necessary to meet his or her obligations as directors.

~~approving~~Nomination ~~any~~of ~~major changes to our company’s capital structure, including significant investments or financing arrangements; and~~Directors

~~reviewing~~The ~~and~~board ~~approving~~is ~~any~~responsible ~~other~~for ~~issues~~identifying new director nominees. In identifying candidates for membership on the board, the board takes into account all factors it considers appropriate, which may include strength of character, inmature judgment, career specialization, relevant technical skills, diversity and the ~~view~~extent to which the candidate would fill a present need on the board. As part of the ~~Board~~process, orthe board, together with management, ~~may~~is ~~require~~responsible ~~Board~~for ~~scrutiny~~conducting background searches, and is empowered to retain search firms to assist in the nominations process. Once candidates have gone through a screening process and met with a number of the existing directors, they are formally put forward as nominees for approval by the board.

~~Orientation and Continuing Education~~Assessments

WeThe ~~have~~board ~~an informal~~intends ~~process~~that toindividual ~~orient~~director assessments ~~and~~be ~~educate~~conducted ~~new~~by ~~recruits~~other todirectors, ~~the~~taking ~~board~~into ~~regarding their~~account ~~role~~each ofdirector’s ~~the~~contributions at board meetings, ~~our~~service on committees, ~~and~~experience ~~our directors~~base, ~~as well as the nature~~ and ~~operations~~their ofgeneral ~~our~~ability ~~business. This~~to ~~process~~contribute ~~provides~~to ~~for~~one ~~an orientation~~or ~~with~~more ~~key members~~ of ~~the~~our ~~management~~company’s ~~staff,~~major ~~and~~needs. ~~further provides~~However, ~~access~~due to ~~materials~~our ~~necessary~~stage ~~to inform them~~ of ~~the~~development ~~information~~and ~~required~~our need to ~~carry~~ ~~out~~deal ~~their~~with ~~responsibilities~~other asurgent apriorities, ~~board member. This information includes~~ the ~~most recent~~ board ~~approved~~has ~~budget,~~not ~~the~~yet ~~most~~implemented ~~recent~~such ~~annual~~a ~~report, the~~process ~~audited financial statements and copies~~ of ~~the interim quarterly financial statements~~assessment.

~~The board does~~Item ~~not provide continuing education for its directors~~14. ~~Each~~ Principal ~~director~~Accountant ~~is responsible~~Fees ~~to maintain the skills~~ and ~~knowledge necessary to meet his or her obligations as directors.~~Services

~~Nomination~~Audit ~~of Directors~~fees

The ~~board~~aggregate ~~is responsible~~fees billed for ~~identifying~~the ~~new~~two most ~~director~~recently ~~nominees. In~~completed ~~identifying~~fiscal ~~candidates for~~periods ~~membership~~ended onDecember ~~the board~~31, ~~the~~2016 ~~board~~and ~~takes~~2015 ~~into~~for ~~account~~professional ~~all~~services ~~factors~~rendered ~~it considers~~by ~~appropriate,~~Malone ~~which~~Bailey ~~may include strength of character~~LLP, ~~mature~~ ~~judgment,~~Certified ~~career~~Public ~~specialization~~Accountants, ~~relevant technical skills, diversity~~ and ~~the extent~~LBB to& ~~which~~Associates ~~the~~Ltd., ~~candidate~~LLP, ~~would~~Certified ~~fill~~Public aAccountants, ~~present~~for ~~need on~~ the ~~board.~~audit ~~As part~~ of ~~the~~our ~~process,~~annual ~~the board~~financial statements, ~~together~~quarterly ~~with~~reviews ~~management,~~of isour ~~responsible~~interim ~~for conducting~~financial ~~background~~statements ~~searches,~~ and isservices ~~empowered~~normally toprovided ~~retain~~by ~~search~~the ~~firms~~independent toaccountant ~~assist~~ in ~~the~~connection ~~nominations~~with ~~process.~~statutory ~~Once candidates have gone through a screening process~~ and ~~met~~regulatory ~~with~~filings aor ~~number~~engagements offor ~~the~~these ~~existing~~fiscal ~~directors,~~periods ~~they~~were ~~are formally put forward~~ as ~~nominees for approval by the board.~~follows:

Assessments

	Year Ended December 31, 2016	Year Ended December 31, 2015
Audit Fees	$26,500	$24,000
Audit Related Fees	Nil	Nil
Tax Fees	Nil	Nil
All Other Fees	Nil	Nil
Total	$26,500	$24,000

~~The~~In ~~board~~the ~~intends~~above ~~that~~table, ~~individual~~“audit ~~director~~fees” ~~assessments~~are fees bebilled ~~conducted~~ by ~~other~~ ~~directors,~~our ~~taking~~company’s ~~into~~external ~~account~~auditor ~~each~~for ~~director~~services provided in auditing our company’s ~~contributions~~annual atfinancial ~~board~~statements ~~meetings,~~for ~~service~~the onsubject ~~committees,~~year ~~experience~~along ~~base,~~with ~~and~~reviews ~~their~~of ~~general~~interim ~~ability~~quarterly tofinancial statements. “Audit-related fees” are fees not ~~contribute~~included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to ~~one~~the orperformance of ~~more~~the audit review of our company’s ~~major~~financial ~~needs~~statements. ~~However,~~ ~~due~~“Tax tofees” ~~our~~are fees billed by the auditor for professional ~~stage~~services ofrendered ~~development~~for ~~and~~tax ~~our~~compliance, ~~need~~tax toadvice ~~deal~~and ~~with~~tax planning. “All other ~~urgent~~fees” ~~priorities,~~are fees billed by the auditor ~~board~~for ~~has~~products ~~not~~and ~~yet~~services ~~implemented~~not ~~such~~included ain ~~process~~the offoregoing ~~assessment~~categories.

~~ITEM~~Policy ~~14.~~on ~~PRINCIPAL~~Pre-Approval ~~ACCOUNTANT~~by ~~FEES~~Audit Committee ~~AND~~of ~~SERVICES~~Services Performed by Independent Auditors

~~Audit~~The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

The ~~aggregate~~board ~~fees billed~~of ~~for~~directors has considered the ~~two~~nature ~~most recently completed fiscal periods ended December 31, 2015~~ and ~~2014~~amount ~~for~~of ~~professional~~fees ~~services~~billed ~~rendered~~ by ~~Malone~~LBB ~~Bailey~~& ~~LLP,~~Associates ~~Certified Public Accountants~~Ltd., ~~for~~LLP ~~the~~and ~~audit~~believes ofthat ~~our~~the ~~annual~~provision ~~financial statements, quarterly reviews~~ of ~~our interim financial statements and~~ services ~~normally~~for ~~provided by~~activities ~~the~~unrelated ~~independent~~to ~~accountant~~the inaudit ~~connection~~is compatible with ~~statutory~~maintaining ~~and~~LBB ~~regulatory~~& ~~filings or~~Associates ~~engagements~~Ltd., ~~for these fiscal periods were as follows:~~ LLP.

	Year EndedDecember 31, 2015	Year Ended December 31, 2014
Audit Fees	$24,000	$31,955
Audit Related Fees	Nil	Nil
Tax Fees	Nil	Nil
All Other Fees	Nil	Nil
Total	$24,000	$31,955

PART IV

~~In the above table, “audit fees” are fees~~Item billed by our company’s external auditor for services provided in auditing our company’s annual financial statements for the subject year along with reviews of interim quarterly financial statements15. Exhibits, “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of our company’s financial ~~statements.~~statement ~~“Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning~~schedules. ~~“All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.~~

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors

Table of Exhibit Items	Description	Exhibit

601-3(i)	Articles of Incorporation	Note 1
601-(3)(ii)	Bylaws	Note 1
601-(3)(iii)	Certificate of Amendment	Note 1
601-(10)	Stock Award Plan	Note 2
601-(31)	Rule 13a-14(a)/15d-14(a) Certifications	Exhibit 31.1
601-(32)	Section 1350 Certifications	Exhibit 32.1


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

The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.SIGNATURES

~~The~~In ~~board~~accordance ofwith ~~directors~~the ~~has~~Exchange ~~considered~~Act, ~~the~~this ~~nature~~report ~~and amount~~has ofbeen ~~fees~~signed below ~~billed~~ by ~~Malone~~the ~~Bailey~~following ~~LLP~~persons ~~and~~on ~~believes~~behalf ~~that~~of the ~~provision~~registrant ~~of services~~and ~~for~~in ~~activities unrelated to~~ the ~~audit~~capacities isand ~~compatible~~on ~~with~~the ~~maintaining~~dates ~~Malone Bailey LLP~~indicated.

PART IV

		Strategic Internet Investments, Incorporated

Date:	April 28, 2017	/s/ Abbas Salih
		Abbas Salih, CEO, CFO, Director

Date:	April 28, 2017	/s/ Ralf Zabel
		Ralf Zabel, Director

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

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

SIGNATURES

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

		Strategic Internet Investments, Incorporated
Date:	March 24, 2016	/s/ Abbas Salih
		Abbas Salih, CEO, CFO, Director
Date:	March 24, 2016	/s/ Fred Schultz
		Fred Schultz, Director

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