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

FORM 10-Q

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

For the Quarterly Period ended September ~~June~~ 30, 2016

Commission File No. 033-28188

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

Delaware	84-1116458
State of incorporation	IRS Employer Identification

Jood Palace Hotel 36-A Street Off Al Rigga Road, Suite 1058 Deira Dubai P.O. Box ~~42211UNITED~~42211 UNITED ARAB EMIRATES Address of principal executive offices

(512) 686-6998
Registrant’s telephone number

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

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

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

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

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

Common shares outstanding as of November ~~August 14~~30, 2016: 40,359,391

PART I – FINANCIAL INFORMATION

Overview

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

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

Forward Looking Statements.

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

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

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

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

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

1. Financial Statements

STRATEGIC INTERNET INVESTMENTS, INCORPORATED

INTERIM FINANCIAL STATEMENTS

~~June~~ September 30, 2016

(Expressed in U.S. Dollars)

(Unaudited)

STRATEGIC INTERNET INVESTMENTS, INCORPORATED
BALANCE SHEETS
(Expressed in U.S. Dollars)
(Unaudited)

		June 30, 2016			December 31, 2015
		September 30, 2016			December 31, 2015
ASSETS
Current:
Cash	$	~~578~~84		$	14,630
TOTAL ASSETS	$	~~578~~84		$	14,630
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current:
Accounts payable	$	98100,~~097~~930		$	84,123
Accounts payable - related party		22,737			20,727
Accounts payable - related parties		23,737			20,727
Accrued interest		1314,~~140~~732			10,106
Accrued interest - related party		562,491			514,760
Accrued interest - related parties		587,530			514,760
Convertible loan payable		50,000			50,000
Loans and convertible notes payable - related party		759,329			752,726
Loans payable - related parties		366,084			333,751
TOTAL LIABILITIES		1,505,794			1,432,442
Convertible notes payable - related parties		418,975			418,975
TOTAL LIABILITIES		1,561,988			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 A Convertible Preferred stock, $0.001 par value 10,000,000 shares authorized, 198,000 shares issued and outstanding at September 30, 2016 and December 31, 2015		198			198
Class B Preferred stock, $0.001 par value 10,000,000 authorized, none outstanding		-			-
Class B Preferred stock, $0.001 par value 10,000,000 shares 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
Common stock, $0.001 par value 100,000,000 shares authorized 40,359,391 shares issued and outstanding at September 30, 2016 and December 31, 2015		40,359			40,359
Additional paid-in capital		12,156,359			12,156,359
Accumulated deficit		(13,~~702~~758,~~132~~820	)		(13,614,728	)
TOTAL STOCKHOLDERS’ DEFICIT		(1,~~505~~561,~~216~~904	)		(1,417,812	)
TOTAL STOCKHOLDERS’ DEFICIT AND LIABILITIES	$	~~578~~84		$	14,630

The accompanying notes are an integral part of these unaudited financial statements.

STRATEGIC INTERNET INVESTMENTS, INCORPORATED
INTERIM STATEMENTS OF OPERATIONS
(Expressed in U.S. Dollars)
(Unaudited)

		Three months ended June 30,						Six months ended June 30,
		Three months ended September 30,						Nine months ended September 30,
		2016			2015			2016			2015
General and Administrative Expenses
Accounting and audit fees	$	56,~~671~~162		$	65,~~684~~722		$	2531,~~569~~731		$	2732,~~212~~934
Consulting fees		-			9,000			-			9,000
Communications		4,740			-			4,740			-
Legal fees		197			255			473			511
Consulting fees		-			25,000			-			34,000
Management fees		1,000			42,000			2,000			48,000
Legal fees (recovery)		15,393			(5,761	)		15,866			(5,250	)
Office and general		43			6,064			200			6,326
Management fees		2,100			4,000			4,100			52,000
Regulatory fees		1,732			2,054			4,461			7,424
Office and general		786			332			986			6,658
Rent		-			2,913			-			2,913
Regulatory fees		1,101			2,104			5,562			9,527
Transfer agent fees		375			515			750			1,085
Rent		-			2,913			-			5,826
Operating loss		(9,018	)		(69,485	)		(33,453	)		(102,471	)
Transfer agent fees		600			430			1,350			1,515
Operating loss		(30,882	)		(34,740	)		(64,335	)		(137,210	)
Other income and expenses
Interest		(2526,~~697~~631	)		(2324,~~262~~106	)		(5077,~~765~~396	)		(4569,~~764~~870	)
Gain (loss) on foreign exchange		~~(605~~825	)		(23,~~868~~271	)		(32,~~186~~361	)		811,~~209~~479
Net loss for the period	$	(35,320	)	$	(95,615	)	$	(87,404	)	$	(140,026	)
Net loss	$	(56,688	)	$	(55,575	)	$	(144,092	)	$	(195,601	)
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.0001	)
Weighted average number of common shares outstanding		40,359,391			3840,~~491~~359,~~259~~391			40,359,391			3738,~~709~~841,~~203~~076

The accompanying notes are an integral part of these unaudited financial statements.

STRATEGIC INTERNET INVESTMENTS, INCORPORATED
INTERIM STATEMENTS OF CASH FLOWS
(Expressed in U.S. Dollars)
(Unaudited)

		Six months ended June 30,
		Nine months ended September 30,
		2016			2015
Operating Activities
Net loss for the period	$	(87,404	)	$	(140,026	)
Net loss	$	(144,092	)	$	(195,601	)
Adjustments to reconcile net loss to net cash used in operating activities:
Unrealized foreign exchange loss (gain)		1,~~303~~011			(23,~~431~~749	)
Changes in non-cash item:
Changes in operating assets and liabilities:
Accounts payable		1916,~~274~~807			~~(16~~5,~~658~~684	)
Accounts payable - related party		23,010			(7170,~~945~~807	)
Accrued interest		34,~~034~~626			24,~~788~~229
Accrued interest - related party		4772,~~731~~770			4265,~~976~~640
Net cash used in operating activities		(1445,~~052~~868	)		(~~185~~194,~~296~~604	)
Financing Activities
Proceeds from related party advances		31,322			-
Proceeds from issuance of common stock		-			240,000
Repayment of loans - related party		-			(22,945	)
Net cash provided by financing activities		-31,322			217,055
Change in cash during the period		(14,~~052~~546	)		3122,~~759~~451
Cash, beginning of the period		14,630			1,324
Cash, end of the period	$	~~578~~84		$	3323,~~083~~775
Supplementary disclosure of cash flows:
Expenses paid by related party on behalf of the Company	$	(5,300	)	$	-
Cash paid for Interest	$	-		$	-
Cash paid for Taxes	$	-		$	-

The accompanying notes are an integral part of these unaudited financial statements.

STRATEGIC INTERNET INVESTMENTS, INCORPORATED NOTES TO THE INTERIM FINANCIAL ~~STATEMENTS~~ STATEMENTS ~~June~~ September 30, 2016 (Expressed in U.S. Dollars) (Unaudited)

1.	Basis of Presentation

The accompanying unaudited interim financial statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim financial statements should be read in conjunction with the annual audited financial statements of the Company for the fiscal year ended December 31, 2015 included in the Company’s 10-K Annual Report as filed with the United States Securities and Exchange Commission.

The results of operations for the period ended ~~June~~September 30, 2016 are not indicative of the results that may be expected for the full year.

2.	Going Concern

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At ~~June~~September 30, 2016, the Company had not yet achieved profitable operations, has an accumulated deficit of $13,~~702~~758,~~132~~820 since its inception, has a working capital deficiency of $1,~~505~~561,~~216~~904 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 ~~June~~September 30, 2017 to continue operations as well as the Company estimates it will accrue related 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 totalling $1,~~505~~561,~~794~~988. To the extent that cash needs are not achieved from operating cash flow and existing cash on hand, the Company will be required to raise necessary cash through shareholder loans, equity issuances and/or other debt financing. Amounts raised will be used to continue the development of the Company's investment activities, and for other working capital purposes.

The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances; however there is no assurance of additional funding being available. The Company has historically satisfied its capital needs primarily by issuing equity securities. Management plans to continue to provide for its capital needs during the twelve months ended ~~June~~September 30, 2017, by issuing equity securities and/or related party advances.

STRATEGIC INTERNET INVESTMENTS, INCORPORATED NOTES TO THE INTERIM FINANCIAL ~~STATEMENTS~~ STATEMENTS ~~June~~ September 30, 2016 (Expressed in U.S. Dollars) (Unaudited)

3.	Convertible Loan Payable

		June 30,		December 31,
		September 30,		December 31,
		2016		2015
Loan payable, plus accrued interest of $13,140 (2015 - $10,106), pursuant to a Convertible Loan Agreement. The loan is unsecured, bearing interest at 10% per annum and is repayable on demand. 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. 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.	$	50,000	$	50,000
Loan payable, plus accrued interest of $14,732 (2015 - $10,106), pursuant to a Convertible Loan Agreement. The loan is unsecured, bearing interest at 10% per annum and is repayable on demand. 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. 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.	$	50,000	$	50,000

STRATEGIC INTERNET INVESTMENTS, INCORPORATED NOTES TO THE INTERIM FINANCIAL ~~STATEMENTS~~ STATEMENTS ~~June~~ September 30, 2016 (Expressed in U.S. Dollars) (Unaudited)

4. Loans and Convertible Loans Payable – related ~~party~~parties

			June 30,		December 31,
			September 30,		December 31,
			2016		2015
a)	Loan payable to a company controlled by a director of the Company plus accrued interest of $1819,~~909~~686 (2015 - $17,437). The loan is unsecured, bearing interest at 12% per annum and is repayable on demand.	$	6,802	$	46,~~883~~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.		~~326~~325,~~075~~855		~~326~~325,~~949~~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,~~477~~405		1,919
d)	~~Loan~~Loans payable to a ~~company controlled by a former~~ director of the Company~~, plus accrued interest payable of $217,140 (2015 - $198,835), pursuant to a Convertible Loan Agreement~~. The ~~loan~~loans isare unsecured, ~~bearing~~ non-interest atbearing, ~~10% per annum~~ and is repayable onupon 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~~26,~~766~~022		~~163,766~~-
e)	Loan payable to a company controlled by a director of the Company, plus accrued interest of $326,442 (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 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
Total Loans Payable - related parties		$	366,084	$	333,751
		$	759,329	$	752,726
a)	Loan payable to a company controlled by a former director of the Company, plus accrued interest payable of $226,741 (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 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
b)	Loan payable to a company controlled by a director of the Company, plus accrued interest of $341,103 (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 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
Total Convertible Notes Payable - related parties		$	418,975	$	418,975

STRATEGIC INTERNET INVESTMENTS, INCORPORATED NOTES TO THE INTERIM FINANCIAL ~~STATEMENTS~~ STATEMENTS ~~June~~ September 30, 2016 (Expressed in U.S. Dollars) (Unaudited)

Equity

During the ~~six~~nine months ended ~~June~~September 30, 2016, the Company did not issue any common shares (2015: issued 13,500,000 common shares for proceeds of $80240,000).

Stock-based Compensation

Stock Option Plan

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

No options were granted and no compensation expense was recorded during the periods ended ~~June~~September 30, 2016 and 2015.

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

As at ~~June~~September 30, 2016, the Company had share purchase options outstanding as follows:

Expiry Date	Exercise Price	Remaining Contractual Life	Number of Options
October 15, 2017	$0.10	1.2904 years	1,200,000
January 16, 2018	$0.12	1.5530 years	2,940,000
Total options outstanding		1.4722 years	4,140,000

At ~~June~~September 30, 2016, all of the outstanding share purchase options were exercisable.

6.	Related Party Transactions

At ~~June~~September 30, 2016, accounts payable includes $2223,737 due to a director, to a former director, and a company controlled by a director of the Company, in respect of unpaid management fees, expenses incurred on behalf of the Company, and operating costs paid on behalf of the Company.

At ~~June~~September 30, 2016, accrued interest includes $~~562~~587,~~491~~530 due to companies controlled by a director and a former director of the Company.

During the period ended ~~June~~September 30, 2016, the Company paid aor ~~director $2~~accrued,~~000~~ into two directors, management fees of $4,100.

STRATEGIC INTERNET INVESTMENTS, INCORPORATED NOTES TO THE INTERIM FINANCIAL ~~STATEMENTS~~ STATEMENTS ~~June~~ September 30, 2016 (Expressed in U.S. Dollars) (Unaudited)

7. ~~Subsequent Event~~Committments

~~Subsequent~~On August 9, 2016, SIII entered into a Securities Purchase Agreement (the “Kayu Agreement”) to ~~June~~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 ~~2016:~~to the Shareholders of Kayu. This is a non-arm’s length 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.

a) The Company ~~entered~~has ~~into~~the anright ~~agreement~~ to ~~acquire~~terminate the ~~100%~~agreements ofto acquire the issued capital stock of PGKayu ~~Proje~~and ~~Geliştirme~~cancel ~~Gayrimenkul~~the ~~A.S.~~associated ~~(“PG~~convertible ~~Proje”),~~debentures aif ~~Turkish company that is~~ the ~~owner~~vendors ofdo ~~the~~not complete ~~AkCenter~~certain ~~Shopping~~closing ~~Center in Ankara, Turkey (the “AkCenter”)~~conditions. InAs ~~consideration~~of ~~for~~ the PGfiling ~~Proje shares~~date, the ~~Company~~closing ~~issued~~conditions ~~convertible debentures~~ in the ~~amount~~Kayu ofagreement ~~$66,000,000~~have tonot ~~the~~yet ~~vendors~~been ofmet, and the PGconvertible ~~Proje~~debentures ~~shares.~~have ~~This~~not isbeen aissued ~~non-arm’s~~to ~~length transaction as Mr. Abbas Salih is a Director and Officer, as well as~~ the ~~controlling shareholder, of SIII and indirectly owned a minority interest in PG Proje~~Shareholders.

b) The ~~Company~~above ~~entered~~mentioned ~~into an agreement with Pivotek-Akun-Alpinsaat JV (“Pivotek”) to complete certain property renovations on the AkCenter. In consideration for the property renovations, the Company issued~~ convertible debentures inhave the ~~amount of $4,400,000 to Pivotek.~~following terms:

ca) ~~The~~Non-interest ~~Company entered into an agreement with Retail Square Gayrimenkul Yatrimlari Ve Danişmanlik S~~bearing.A. (“Retail Square”) to act as the property manager of the AkCenter. In consideration for providing the property management services for a period of two years, the Company issued convertible debentures in the amount of $1,400,000 to Retail Square.

db) ~~The~~Mature ~~Company~~on ~~entered~~December ~~into~~31, an2021 ~~agreement to acquire 60% of~~ (the ~~issued capital stock of Kayu Tekstil Sanayi Ve Ticaret Limited Sirketi (~~“~~Kayu~~Maturity Date”)~~, a Turkish company~~. In consideration for the Kayu shares, the Company issued convertible debentures in the amount of $30,205,939 to the vendors of the Kayu shares. This is a non-arm’s length 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 vendors of the Kayu shares. Kayu has an agreement to acquire the Skytower Hotel Atayol in Akcakoca, Turkey, subject to the successful discharge of a debt on the Skytower property and the transfer of title to Kayu.

~~Upon~~c) ~~discharge~~At ofany ~~the~~time ~~debt~~prior onto the ~~Skytower~~Maturity ~~property~~Date, the ~~Company~~convertible ~~will~~debenture ~~release~~holder ~~convertible~~may ~~debentures~~convert in the ~~amount~~debenture into common stock of ~~$12,656,768~~the toCompany at a ~~Company~~price ~~that~~of ~~settled~~$1.00 ~~the~~per ~~debt~~share.

~~Upon~~d) ~~transfer~~The ofconvertible ~~the~~debenture ~~Skytower property title to Kayu, the Company~~ will ~~release~~automatically ~~convertible~~convert ~~debentures~~into incommon ~~the~~stock ~~amount~~upon ~~of $20,137,293 to acquire~~ the ~~remaining~~closing ~~40%~~price of the ~~capital~~Company’s common stock ofclosing ~~Kayu~~above $1.00 ~~Upon~~per ~~completion~~share offor ~~this~~20 ~~transaction~~consecutive ~~SIII~~trading ~~will own 100% of Kayu~~days.

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

8.	Subsequent Event

	Subsequent to September 30, 2016:

	AkCenter

In July 2016, the Company entered into an agreement to acquire 100% of the issued capital stock of PG Proje Geliştirme Gayrimenkul A.S. (“PG Proje”), a Turkish company that is the owner of the AkCenter Shopping Center in Ankara, Turkey (the “AkCenter”). In consideration for the PG Proje shares, the Company will issue convertible debentures in the amount of $66,000,000 to the shareholders of the PG Proje shares. This is a non-arm’s length transaction as Mr. Abbas Salih is a Director and Officer, as well as the controlling shareholder, of SIII and indirectly owned a minority interest in PG Proje.

In July 2016, the Company entered into an agreement with Pivotek-Akun-Alpinsaat JV (“Pivotek”) to complete certain property renovations on the AkCenter. In consideration for the property renovations, the Company will issue convertible debentures in the amount of $4,400,000 to Pivotek.

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

	d)	In November 2016, the Company, PG Proje, Pivotek, and Retail Square, mutually agreed to terminate their respective agreements and cancel the associated convertible debentures due to the inability to complete certain closing conditions.

	Marriott:


	a)	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.

	b)	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 non-arm’s length 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. 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.

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.

2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

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

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

Plan of Operation

The Company 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 opportunities, including real estate development projects, during its 2016 and 2017 fiscal ~~year~~years.

~~On July 18, 2016 SIII entered into an agreement to acquire 100% of the issued capital stock of PG Proje Geliştirme Gayrimenkul A.S. (“PG Proje”), a Turkish company that is the owner of the~~ AkCenter Shopping Center in Ankara, Turkey (the “AkCenter”). In consideration for the PG Proje shares, the Company issued convertible debentures in the amount of $66,000,000 to the vendors of the PG Proje shares. This is a non-arm’s length transaction as Mr. Abbas Salih is a Director and Officer, as well as the controlling shareholder, of SIII and indirectly owned a minority interest in PG Proje.

On ~~August~~ 9July 18, 2016 SIII entered into aan ~~Securities~~agreement ~~Purchase Agreement (the “Kayu Agreement”)~~ to acquire 60100% of the issued capital stock ~~Kayu~~of PG ~~Tekstil~~Proje ~~Sanayi~~Geliştirme VeGayrimenkul ~~Ticaret Limited~~A.S. ~~Sirketi~~ (“~~Kayu~~PG Proje”), a Turkish company ~~from~~that ~~Najibi~~is ~~Investment~~the ~~Trading~~owner ~~FZC~~of ~~(hereinafter “Najibi”),~~the G7AkCenter ~~Entertainment Incorporated, (hereinafter “G7”), Royaltun General~~Shopping ~~Trading~~Center ~~LLC.,~~in ~~(hereinafter “Royaltun”)~~Ankara, ~~and~~Turkey ~~Soha Investment Inc.,~~ (~~hereinafter “Soha) (jointly hereinafter~~ the “~~Vendors~~AkCenter”). In consideration for the ~~Kayu~~ PG Proje shares, the Company ~~issued~~agreed ~~convertible~~to issue convertible debentures in the amount of $3066,~~205~~000,~~939~~ 000 to the ~~Vendors~~shareholders of ~~the~~PG ~~Kayu shares~~Proje. This is a non-arm’s length transaction as Mr. ~~Abbas~~ Abbas Salih is a Director and Officer, as well as the controlling shareholder, of SIII and ~~has~~indirectly anowned ~~ownership~~a minority interest in ~~and/or control of the vendors of the~~PG ~~Kayu shares~~Proje. 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~~In ofJuly 2016, the ~~debt~~Company onentered into ~~the~~an ~~Skytower~~agreement ~~Property~~with ~~the~~Pivotek-Akun-Alpinsaat ~~Company~~JV ~~will~~(“Pivotek”) ~~release convertible~~to ~~debentures~~complete incertain property renovations on the ~~amount~~AkCenter. In ofconsideration ~~$12,656,768~~for tothe ~~Najibi~~property renovations, athe Company ~~that settled~~agreed ~~the~~to ~~existing~~issue ~~debt~~convertible ondebentures in the ~~Skytower~~amount ~~Property~~of $4,400,000 to Pivotek.

~~Upon transfer~~In ofJuly 2016, the ~~Skytower~~Company ~~Property~~entered into ~~title~~an toagreement ~~Kayu,~~with ~~the~~Retail ~~Company~~Square ~~will~~Gayrimenkul ~~release convertible~~Yatrimlari ~~debentures~~Ve inDanişmanlik ~~the~~S.A. ~~amount~~(“Retail ofSquare”) ~~$20,137293~~ to ~~acquire~~act as the property ~~remaining~~manager ~~40%~~ of the ~~capital~~AkCenter. ~~stock~~In ofconsideration ~~Kayu.~~for ~~Upon~~providing ~~completion~~the ofproperty ~~this~~management ~~transaction~~services ~~SIII~~for ~~will~~a ~~own~~period of two years, the ~~100%~~Company agreed to issue convertible debentures in the amount of ~~Kayu~~$1,400,000 to Retail Square.

~~Any additional~~In ~~funding~~November ~~that~~2016, ~~maybe required to complete~~ the ~~Skytower~~Company, ~~Property and/or~~PG ~~the~~Proje, ~~AkCenter~~Pivotek, ~~transactions~~and ~~has~~Retail ~~not~~Square, ~~yet~~mutually ~~been~~agreed ~~fully~~to ~~secured,~~terminate ~~there~~their ~~can~~respective beagreements ~~no assurances~~and cancel the ~~transactions~~associated ~~will~~convertible debentures ~~proceed~~due ~~and~~to ~~SIII~~the ~~management~~inability ~~cautions~~to ~~investors of~~complete ~~this~~certain ~~risk~~closing conditions.

OnSkytower March 21, 2016 SIII entered into a Letter of Intent (“LOI”) with Dogu Karadeniz Saglik Hizmetleri Anonim Sirketi, S.P.V. (“Dogu”), and Par-San Turizm Anonim Sirkeci, S.P.V.(“ParSan”)(jointly the “Vendors”); and Najibi Investment Investment Incorporation (“Najibi”), Royaltun General Trading L.L.C. (“Royaltun”), G7 Entertainment Incorporated (“G7”), SOHA Investment Inc.(“Soha”)(jointly the Second Party), whereby SIII may acquire from the Vendors up to 100% of the Medical Park Private Hospital and the Hotel Marriot Izmir in Trabzon, Turkey for a Purchase Price of US$35,000,000. Under the LOI, the parties have agreed that upon completion of due diligence, the parties will enter into a formal agreement, and SIII will finance the Purchase Price through the issuance of Convertible Debenture Securities of SIII with a deemed value equal to the Purchase Price.Atayol

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 non-arm’s length transaction onas ~~the basis that~~ Mr. Abbas Salih is ~~an insider~~a ofDirector ~~SIII~~and Officer, as well as ~~some~~the ~~members~~controlling shareholder, of SIII ~~the~~and ~~Second~~has ~~Party~~an ownership interest in and/or control of the Shareholders. ~~The~~Kayu ~~complete~~has ~~LOI~~an agreement to acquire the Skytower Hotel Atayol isin ~~available~~Akcakoca, ~~upon~~Turkey ~~request~~(the “Skytower Property”), subject to the ~~Company~~successful discharge of a debt on the Skytower Property and the transfer of title to Kayu.

~~Any funding~~Upon ~~that~~discharge ~~maybe~~of ~~required~~the todebt ~~complete~~on the Skytower ~~Medical~~Property, ~~Park Private Hospital and~~ the ~~Hotel~~Company ~~Marriot~~will ~~Izmir~~issue ~~transaction~~convertible ~~has~~debentures ~~not~~in ~~yet~~the ~~been~~amount ~~fully~~of ~~secured~~$12,656,768 ~~there~~to ~~can be~~Najibi, noa ~~assurances~~Company that settled the ~~transaction~~existing ~~will~~debt ~~proceed~~on ~~and~~the ~~SIII~~Skytower ~~management cautions investors of this risk~~Property.

~~Our~~Upon ~~estimated~~transfer ~~cash~~of ~~expenses~~the ~~over~~Skytower Property title to Kayu, the ~~next~~Company ~~twelve~~will ~~months~~issue ~~are~~convertible asdebentures ~~follows:~~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 cancelled the associated debentures if the shareholders do not complete certain closing conditions. As of the filing date, the closing conditions in the Kayu agreement of not yet been met, and the convertible debentures have not been issued to the shareholders.

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

Marriott Renaissance Izmir Hotel

On August 30, 2016, the Company entered into Securities Purchase Agreements (“SPAs”) with Najibi Investment Trading FZC, G7 Entertainment Incorporated, SOHA Investment & Partners, and Royaltun General Trading L.L.C. (the “Investors”). These SPAs 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, as a result of Mr. Salih’s ownership interest in and/or control of the Investors.

Pursuant to the SPAs, we will issue convertible debentures (“Debentures”) equal to 50% of the difference between $65 million minus the approximately $23,731,064 million debt owed to T.C. Ziraat Bankasi A.S. (the “Ziraat Bank Debt”). In exchange for these Debentures, the Investors will transfer their 50% ownership in Par-San to the Company. In addition, the Company will issue a Debenture in the amount of $23,731,064 to Najibi Investment Trading FZC in exchange for Najibi Investment Trading FZC agreeing to pay the Ziraat Bank Debt in full.

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.

Under the New SPAs, the Company and the Investors agreed that the closing of the purchase of 50% of Par-San (the “Closing”) will occur upon the delivery of certain documents and the occurrence of other events, the most important of which are:

Payment in full of the Ziraat Bank Debt and written confirmation thereof
Release of all liens on the Marriott hotel
Transfer of 50% of the stock of Par-San to the Company
Payment of $3,000,000 to the Company for working capital

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.

In preparation for Closing, the Company has executed the New Debentures; however, they are not binding obligations of the Company until all closing conditions are satisfied or waived by the Company.

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

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

Our estimated cash expenses over the next twelve months are as follows, not including any impact of the prior transactions closing:

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

The Company also estimates it will continue to accrue interest expense of $98,000 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 related party interest has been excluded from the above list of cash expenses.

The Company has not yet determined a cash operating budget for the ~~recently~~Skytower ~~acquired AkCenter retail rental property~~ or ~~the Skytower~~Marriott ~~Property~~hotel properties.

To date we have funded our operations primarily with loans from shareholders and issue new equity. In addition to funding the Company’s general, administrative and corporate expenses the Company is obligated to address its current obligations totalling $1,~~505~~561,~~794~~988. 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~~ 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 be able to raise funds for this purpose on terms acceptable to the company. Failure to raise funds for general, administrative and corporate expenses and current liabilities could result in a severe curtailment of the Company’s operations.

Any ~~advance~~progress in the real estate ~~development~~ 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.

Results of Operations

Three Months ended September ~~June~~ 30, 2016 and 2015

During the quarter ended ~~June~~ September 30, 2016, the Company incurred general and administrative expenses totaling $930,~~018~~882 compared to $6934,~~485~~740 during the same period of the previous year.

The volume of transactions and business activities has changed little compared to the prior year. The significant changes in our expenses for the three month period ended ~~June~~September 30, 2016 when compared to the three month period ended ~~June~~September 30, 2015 was primarily due to:

a) Accounting and audit fees deceased $1,013. This mostly due to changes in foreign exchange rates on Canadian based accounting services.

a)	Accounting and audit fees increased $440.
b)	Communications expenses increased $4,740 in the 2016 period compared to the 2015 period. This is due to several news releases issued by the Company in 2016, while no news released were issued in 2015.

bc) 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 ~~June~~September 30, 2015 period were $925,000; there were no similar agreements in the comparative 2016 period.

c) Management fees relate to a director engaged in October 2012 to provide general management and administrative services. This director was remunerated by fees of $20 per hour for time spent directly managing the Company’s affairs; he charged the Company $1,000 in the three month period ending June 30, 2016 and $2,000 in the three month period ending June 30, 2015.

Legal fees relate primarily to the preparation of agreements and related documents in connection with the share acquisitions of the above mentioned Turkish based investments during the September 30, 2016 period. There were no similar transactions in the comparative 2015 period. In the comparative 2015 period, legal fees from a previous year were over-estimated by $6,000. This charge was reversed in the September 30, 2015 period, resulting in a net recovery of $5,761. Actual legal fees incurred during the September 30, 2015 period were $239.

Management fees relate to a director engaged in October 2012 to provide general management and administrative services. This director was remunerated by fees of $20 per hour for time spent directly managing the Company’s affairs; he charged the Company $1,000 in the three month period ending September 30, 2016 and $1,000 in the three month period ending September 30, 2015.

In addition, in January 2013, the Company agreed to pay another director/officer a periodic management stipend. During the period ended ~~June~~September 30, 2016 this director was paid $~~Nil~~1,100 compared to $403,000 in the 2015 period.

df) Office and general expense relates to costs in a workplace shared with a related company. These shared costs include secretarial services, office supplies, printing, photocopier, parking, and telephone expenses. These expenses ~~decreased~~increased $~~6,021~~454 in 2016 compared to 2015 ~~as there no shares office expenses incurred in 2016~~.

eg) Regulatory fees relate to charges by EDGAR (USA) and SEDAR (Canada) regulatory filing service providers for making submissions to the regulatory authorities, as well as fees paid to the regulators themselves. Regulatory fees for the 2015 period was $1,003 higher because in 2016 the Company is no longer required to make regulatory filings in Canada.

fh) Rent is for office space where the Company is sub-letting an office along with a related company. There were no charges in the 2016 period.

gi) Interest on loans increased by $2,~~435~~525; this is attributed to the compounding effect of the quarterly interest calculation as the Company has not been making any payments on these debts.

~~Six~~ Nine Months ended September ~~June~~ 30, 2016 and 2015

During the ~~six~~nine months ended ~~June~~September 30, 2016, the Company incurred general and administrative expenses totaling $3364,~~453~~335 compared to $~~102~~137,~~471~~210 during the same period of the previous year.

The significant changes in our expenses for the ~~six~~nine month period ended ~~June~~September 30, 2016 when compared to the ~~six~~ nine month period ended ~~June~~September 30, 2015 was primarily due to:

a) The 2016 accounting and audit fees ~~deceased~~decreased $1,~~643.~~203 ~~This mostly~~ due to ~~changes~~lower incharges ~~foreign~~by ~~exchange~~the ~~rates~~Company’s onauditors ~~Canadian~~for ~~based~~the ~~accounting~~2015 ~~services~~year-end audit and 2016 quarterly reviews.

b) ~~Consulting~~Communications ~~fees~~expenses ~~relate~~increased to$4,740 ~~two agreements entered into~~ in ~~June~~the ~~2015~~2016 ~~with~~period ~~two~~compared ~~consultants engaged~~ to ~~provide~~ the ~~Company~~2015 ~~with~~period. ~~business~~This ~~development~~is ~~services.~~due ~~The~~to ~~fees~~several ~~for~~news ~~the~~releases ~~June~~issued ~~30,~~by ~~2015~~the ~~period~~Company ~~were~~in $92016,~~000;~~ ~~there~~while ~~were~~ no ~~similar~~news ~~agreements~~released inwere ~~the~~issued ~~comparative~~in ~~2016 period~~2015.

c) 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 September 30, 2015 period were $34,000; there were no similar agreements in the comparative 2016 period. d) Legal fees relate primarily to the preparation of agreements and related documents in connection with the share acquisitions of the above mentioned Turkish based investments during the September 30, 2016 period. There were no similar transactions in the comparative 2015 period. In the comparative 2015 period, legal fees from a previous year were over-estimated by $6,000. This charge was reversed in the September 30, 2015 period, resulting in a net recovery of $5,250. Actual legal fees incurred during the September 30, 2015 period were $750. e) Management fees relate to a director engaged in October 2012 to provide general management and administrative services. This director was remunerated by fees of $20 per hour for time spent directly managing the Company’s affairs; he charged the Company $23,000 in each of the ~~six~~nine month periods ending ~~June~~September 30, 2016 and 2015.

In addition, in January 2013, the Company agreed to pay another director/officer a periodic management stipend. During the period ended ~~June~~September 30, 2016, this director was paid $~~Nil~~1,100 compared to $4649,000 in the 2015 period.

df) Office and general expense relates to costs in a workplace shared with a related company. These shared costs include secretarial services, office supplies, printing, photocopier, parking, and telephone expenses. The related company was paid $5,670 in 2015; there were no similar agreements in the comparative 2016 period.

eg) Rent is for office space where the Company is sub-letting an office along with a related company. Rent in the amount of $25,~~913~~826 was paid in the ~~June~~September 30, 2015 ~~six~~nine month period. There were no similar charges in the comparative 2016 period.

fh) Regulatory fees relate to charges by EDGAR (USA) and SEDAR (Canada) regulatory filing service providers for making submissions to the regulatory authorities, as well as fees paid to the regulators themselves. Regulatory fees for the 2015 period was $23,~~963~~965 higher because in 2016 the Company is no longer required to make regulatory filings in Canada.

gi) Interest on loans increased by $57,~~001~~526; this is attributed to the compounding effect of the quarterly interest calculation as the Company has not been making any payments on these debts.

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

As Liquidity ~~of June 30, 2016, the Company had total current assets of $578~~ and ~~total~~Capital liabilities of $1,505,794. The Company had cash of $578 and a working capital deficiency of $1,505,216 as of June 30, 2016 compared to cash on hand of $14,630 and a working capital deficiency of $1,417,812, for the year ended December 31, 2015. 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. The Company has not yet determined a cash operating budget for the recently acquired AkCenter retail rental property or the Skytower Property.Resources

InAs ~~addition~~of toSeptember ~~funding~~30, 2016, the Company’s ~~general,~~had ~~administrative~~total current assets of $84 and ~~corporate~~total ~~expenses~~liabilities ~~the~~of $1,561,988. The Company ~~is obligated~~had tocash ~~address~~of ~~its~~$84 ~~current~~and ~~obligations~~a ~~totaling~~working capital deficiency of $1,~~505~~561,~~794.~~904 Toas ~~the~~of ~~extent that~~September ~~cash~~30, ~~needs~~2016 ~~are~~compared ~~not~~to ~~achieved~~cash ~~from~~on ~~operating~~hand ~~cash~~of ~~flow~~$14,630 and ~~existing~~a ~~cash~~working ~~on hand~~capital deficiency of $1,417,812, for the ~~Company~~year ~~will~~ended beDecember ~~required~~31, to2015. ~~raise~~We ~~necessary~~anticipate ~~cash~~that ~~through~~we ~~shareholder loans~~will incur approximately $128,000 ~~equity~~for ~~issuances~~cash ~~and/or~~operating ~~other~~expenses, ~~debt~~including professional, ~~financing.~~legal ~~Amounts~~and ~~raised~~accounting ~~will~~expenses ~~be used~~associated towith ~~continue~~our ~~the~~reporting ~~development~~requirements ofunder the ~~Company's~~Exchange ~~investment~~Act ~~activities,~~during ~~and~~the next twelve ~~for~~months. ~~other~~The ~~working~~Company ~~capital~~has ~~purposes.~~not ~~Accordingly,~~yet wedetermined ~~will~~a ~~need~~cash tooperating ~~obtain additional~~budget ~~financing~~for inthe ~~order~~potential totransaction ~~continue~~for ~~our~~the ~~planned~~Marriott ~~business~~and/or ~~activities~~the Skytower properties.

~~Cash used~~In inaddition ~~operating~~to ~~activities~~funding ~~for~~ the ~~period ended June 30~~Company’s general, ~~2016~~administrative ~~was~~and ~~$14,052~~corporate ~~as compared~~expenses tothe ~~cash~~Company ~~used~~is byobligated ~~operating~~to ~~activities~~address ~~for~~its ~~the~~current ~~same~~obligations ~~period~~totaling ~~in 2015 of~~ $~~185~~1,~~296~~561,988. ~~The~~ ~~decrease~~To inthe extent that cash ~~used~~needs inare not achieved from operating ~~activities~~cash ~~was~~flow ~~primarily~~and ~~due~~existing tocash aon ~~$71~~hand,~~945~~ ~~reduction in~~the ~~accounts~~Company ~~payable~~will be required to ~~related~~raise ~~parties~~necessary incash ~~the~~through ~~2015~~shareholder ~~period~~loans, ~~whereas~~equity ~~there~~issuances ~~was~~and/or ~~no similar~~other ~~reduction~~debt infinancing. ~~the~~Amounts ~~2016~~raised ~~period.~~will ~~Cash~~be used into continue ~~operating~~the ~~activities~~development ~~also~~of ~~decreased due~~the toCompany's ~~decreases~~investment inactivities, ~~consulting~~and ~~fees,~~for ~~management~~other ~~fees~~working capital purposes. Accordingly, ~~office~~we ~~and~~will ~~general~~need ~~expenses,~~to ~~rent,~~obtain ~~and~~additional ~~regulatory~~financing ~~fees~~in order to continue our planned business activities.

~~The~~Cash ~~Company~~used ~~has~~in operating activities for the ~~following loans~~period ~~outstanding~~ended September 30, 2016 was $45,868 as compared to cash used by operating activities for the same period in 2015 of ~~June~~$194,604. The 30decrease in cash used in operating activities was primarily due to a $70,807 reduction in accounts payable to related parties in the 2015 period, whereas there was no similar reduction in the 2016: period. Cash used in operating activities also decreased due to decreases in consulting fees, management fees, office and general expenses, rent, and regulatory fees.

AThe ~~$7,477~~Company ~~loan~~has isthe ~~payable~~following ~~to a~~loans ~~company~~outstanding ~~controlled~~as ~~by a former director~~ of ~~the~~September ~~Company. This loan is unsecured~~30, ~~non-interest,~~ ~~and is repayable on demand.~~2016:

A $~~163~~7,~~766~~405 loan is payable to a ~~company~~ company controlled by a former director of the Company~~, plus accrued interest payable of $217,140 pursuant to a Convertible Loan Agreement~~. ~~The~~ This loan is unsecured, ~~bearing~~ non-interest, ~~at 10% per annum~~ and is repayable on demand. The lender may at anytime convert the principal sum into units of the Company. Each unit will consist of one common share plus one common share purchase warrant. The principal sum of $163,766 may be converted into 2,320,858 units. Conversion of these loans and resulting associated warrants to equity will be based on the conversion price set at the time the principal amount was drawn ranging from $0.05 to $0.23.

A $5026,~~000~~022 loan ~~payable,~~ ~~plus~~is ~~accrued~~payable ~~interest of $13,140, pursuant~~ to a ~~Convertible Loan~~director ~~Agreement~~of the Company. This loan is unsecured, ~~bearing~~ non-interest ~~at 10% per annum~~, and is repayable on demand. 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.

A $6163,~~802~~766 loan is payable to a company controlled by a former director of the Company, plus accrued interest payable of $18226,~~909.~~741 pursuant to a Convertible Loan ~~This~~Agreement. The loan is unsecured, bearing interest at 1210% per annum and is repayable on demand. The lender may at anytime convert the principal sum into units of the Company. Each unit will consist of one common share plus one common share purchase warrant. The principal sum of $163,766 may be converted into 2,320,858 units. Conversion of these loans and resulting associated warrants to equity will be based on the conversion price set at the time the principal amount was drawn ranging from $0.05 to $0.23.

~~Loans~~A $50,000 ~~totaling~~loan payable, plus accrued interest of $~~326~~14,~~075~~732, ~~are payable~~pursuant to a ~~company~~Convertible ~~controlled~~Loan byAgreement. aThis ~~director~~loan is unsecured, bearing interest at 10% per annum, and is repayable on demand. 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. ~~These~~20 ~~loans~~per ~~are~~unit. Each share purchase warrant entitles the holder to purchase one additional common share for a period of ~~unsecured~~two years from the warrant issue date, ~~non-interest~~at ~~bearing~~an exercise price of $0.20 during the first year, and ~~repayable~~$0.35 ~~upon~~during ~~demand~~the second year.

A $~~255~~6,~~209~~ 802 loan is payable to a company controlled by a director of the Company, plus accrued interest of $~~326~~19,~~442 pursuant to a Convertible Loan Agreement~~686. ~~The~~This loan is unsecured, bearing interest at 1012% per annum and is repayable on demand. The lender may at anytime convert the principal sum into units of the Company. Each unit will consist of one common share plus one common share purchase warrant. The principal sum of $255,209 may be converted into 4,526,436 units. Conversion of this loan and resulting associated warrants to equity will be based on the conversion price set at the time the principal amount was drawn ranging from $0.05 to $0.12.

Loans totaling $325,855 are payable to a company controlled by a director of the Company. These loans are unsecured, non-interest bearing, and repayable upon demand.

A $255,209 loan is payable to a company controlled by a director of the Company, plus accrued interest of $341,103 pursuant to a Convertible Loan Agreement. The loan is unsecured, bearing interest at 10% per annum and is repayable on demand. The lender may at anytime convert the principal sum into units of the Company. Each unit will consist of one common share plus one common share purchase warrant. The principal sum of $255,209 may be converted into 4,526,436 units. Conversion of this loan and resulting associated warrants to equity will be based on the conversion price set at the time the principal amount was drawn ranging from $0.05 to $0.12.

Going Concern

The unaudited financial statements accompanying this report have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and has never paid any cash dividends and is unlikely to pay cash dividends or generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from related party advances, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the ~~attainment~~ attainment of profitable operations. As of ~~June~~September 30, 2016, we had cash of $~~578~~84 and we estimate that we will require approximately $128,000 to fund our business operations over the next twelve months. In addition to funding the Company’s general, administrative and corporate expenses the Company is obligated to address its current obligations totalling $1,~~505~~561,~~794~~988. 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.

These circumstances raise substantial doubt about our ability to continue as a going concern, as described in the Note 2 of our ~~June~~September 30, 2016 unaudited financial statements. The financial statements do not include any adjustments that might result from the outcome of that uncertainty. The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

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

Future Financings

As of ~~June~~September 30, 2016, we had cash of $~~578~~84 and we estimate that we will require approximately $128,000 to fund our business operations over the next twelve months. The Company has not yet determined a cash operating budget for the ~~recently~~Marriott ~~acquired AkCenter retail rental property~~ or the Skytower ~~Property~~hotel properties. In addition to funding the Company’s general, administrative and corporate expenses the Company is obligated to address its current obligations totaling $1,~~505~~561,~~794~~988. Accordingly, we do not have sufficient funds for planned operations and we will be required to raise additional ~~funds~~ funds for operations. We anticipate continuing to rely on equity sales of our common shares or shareholder loans in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned activities.

Off-balance sheet arrangements

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

3· Marriott: In exchange for a Debenture of $23,700,000, Najibi Investments has agreed to pay off the mortgage debt encumbering the Hotel, once the transaction closes. ~~Quantitative~~ ~~and Qualitative~~This ~~Disclosures~~Debenture ~~About~~will ~~Market~~not ~~Risk~~become a valid obligation of SIII until the transaction is closed.

~~The Company~~· SkyTower: In exchange for a Debenture of $12,656,768, Najibi Investments has noagreed ~~market~~to ~~risk~~pay ~~sensitive~~off ~~instruments~~the debt encumbering the SkyTower Hotel once the transaction closes. This Debenture will not become a valid obligation of SIII until the transaction is closed.

The term "off-balance sheet arrangement" generally means any transaction, agreement, or other contractual arrangement to which an entity unconsolidated with the Company is a party under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Quantitative and Qualitative Disclosures About Market Risk

The Company has no market risk sensitive instruments.

Controls and Procedures

As required by Rule 13(a)-15 ~~under~~ under the Exchange Act, in connection with this quarterly report on Form 10-Q, under the direction of our Chief Executive Officer and Chief Financial Officer, we have evaluated our disclosure controls and procedures as of ~~June~~September 30, 2016, our disclosure controls ~~and~~ and procedures were ineffective. As of the date of this filing, we are still in the process of remediating such material weaknesses in our internal controls and procedures.

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

There were no changes in our ~~internal~~ internal control over financial reporting during the period ended ~~June~~September 30, 2016 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

Part II – Other Information

1.	Legal Proceedings

We know of no other 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.

1.A	Risk Factors

~~Not~~Our ~~applicable~~Company is a "smaller reporting company" as defined by Rule 12b-2 of the Exchange Act, and as such, is not required to provide the information required under this Item.

2.	Unregistered Sales of Equity Securities

	Sales of Securities Without Registration Under the Securities Act of 1933

On August 10, 2003, the Company entered into a Convertible Loan Facility Agreement with Star Leisure & Entertainment Inc. (“Star Leisure”), a company controlled by a Director and Officer of Strategic, whereby the Company would, from time to time, borrow operating funds from Star Leisure, at an interest rate of 10%, repayable on demand. The lender has the right to convert all or part of the principal sum into units at a conversion rate which is calculated at a discount to the average closing market price for ten days preceding a loan advance. Each unit consists of one common share of the Company and one non-transferable share purchase warrant, expiring 2 years from the conversion date, exercisable at the applicable conversion rate. On August 31, 2008 the Company entered into agreements to transfer previous advances and accrued interest to convertible loans under the Convertible Loan Facility Agreement. At ~~June~~September 30, 2016, the Star Leisure loan principal was $255,209. The loan principal is convertible into 4,526,436 units at conversion price ranging from $0.05 to $0.12 as set at the time the principal was borrowed. Star Leisure has not converted any part of the principal sums advanced into units as of ~~June~~September 30, 2016. 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 former Director of Strategic, whereby the Company would, from time to time, borrow operating funds from CMB, at an interest rate of 10%, repayable on demand. The lender has the right to convert all or part of the principal sum into units at a conversion rate which is calculated at a discount to the average closing market price for ten days preceding a loan advance. Each unit consists of one common share of the Company and one share purchase warrant, expiring 2 years from the conversion date, exercisable at the applicable conversion rate. At ~~June~~September 30, 2016, the CMB loan principal was $163,766. The loan principal is convertible into 2,320,858 units. Conversion of this loan and associated warrants to equity will be at a price ranging from $0.05 to $0.23. CMB has not converted any part of the principal sums advanced into units as of ~~June~~September 30, 2016. This transaction is with an offshore non-U.S. person; accordingly, these securities are exempt from registration pursuant to Regulation S.

On October 15, 2012 the Company entered into three agreements to issue a total of 5,249,065 restricted common shares of the Company at $0.07 per share as settlement of accounts payable due to a director of the Company, a company controlled by a director of the Company, in respect of unpaid management and consulting fee debts totaling $350,215, plus a $17,220 debt owed to an arm’s length creditor. These shares were issued on February 19, 2013. These transactions are with offshore non-U.S. persons; accordingly, these securities are exempt from registration pursuant to Regulation S, however they are restricted under Rule 144.

On August 21, 2012, the Company entered into 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 320,000 restricted common shares to the Director, and 480,000 restricted common shares to the Consultant. These shares were issued on February 19, 2013. As part of the same agreement, the directors and consultant also received 320,000 and 480,000 stock options respectively with an exercise price of $0.10 expiring October 15, 2017.

On August 21, 2012, the Company entered into a Consulting Services Agreement with an arm’s length consultant (the “Consultant”), 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 to the Consultant. These shares were issued on February 19, 2013. As part of the same agreement, the consultant also received 300,000 stock options with an exercise price of $0.10 expiring October 15, 2017.

On March 15, 2013, the Company entered into 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 1,200,000 restricted common shares to the consultants. These transactions are with offshore non-U.S. persons; accordingly, these securities are exempt from registration pursuant to Regulation S, however they are restricted under Rule 144. These shares were issued on May 9, 2013.

On January 5, 2014, the Company entered into a Convertible Loan Agreement to borrow $50,000 operating funds, at an interest rate of 10%, repayable on demand. At any, 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 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, and $0.35 during the second year. This transaction is with an offshore non-U.S. person; accordingly, these securities are exempt from registration pursuant to Regulation S.

On June 20, 2014, the Company issued 1,200,000 restricted common shares for $50,000 cash. This transaction is with an offshore non-U.S. persons; accordingly, these securities are exempt from registration pursuant to Regulation S, however they are restricted under Rule 144.

On November 13, 2014, the Company issued 500,000 restricted common shares for $40,000 cash. This transaction is with an offshore non-U.S. persons; accordingly, these securities are exempt from registration pursuant to Regulation S, however they are restricted under Rule 144.

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

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

On July 18, 2016 the Company issued convertible debentures in the amount of $71,800,000 in connection with the acquisition, renovation, and operation of the AkCenter retail rental property. These debentures mature on December 31, 2021, are non-interest bearing, and are convertible into common stock of the Company at a price of $1.00 per share. A portion of this is a non-arm’s length transaction as Mr. Abbas Salih is the President, Director and CEO as well as the controlling shareholder of SIII and indirectly owned a minority interest in PG Proje. This transaction is with an offshore non-U.S. person; accordingly, these securities are exempt from registration pursuant to Regulation S.

On August 9, 2016 the Company issued convertible debentures in the amount of $63,000,000 in connection with the acquisition of the capital stock of Kayu, and debt settlement of the Skytower Property. These debentures mature on December 31, 2021, are non-interest bearing, and are convertible into common stock of the Company at a price of $1.00 per share. A portion of this is a non-arm’s length transaction as Mr. Abbas Salih is a Director and Officer, as well as the controlling shareholder, of SIII and indirectly owned a minority interest in Kayu. This transaction is with an offshore non-U.S. person; accordingly, these securities are exempt from registration pursuant to Regulation S

	Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during the period ended ~~June~~September 30, 2016.

3.	Defaults Upon Senior Securities

	– None

4.	Submission of Matters to a Vote of Security Holders

	– None

5.	Other Information

	– None

6.	Exhibits

Table of 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

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

		Strategic Internet Investments, Incorporated
Date:	~~August~~December 192, 2016	/s/ Abbas Salih
		Abbas Salih, CEO, CFO, Director

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