UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

[X]      ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
         EXCHANGE ACT OF 1934

                     For the fiscal year ended June 30, 2004

                                       OR

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

    For the transition period from _______________ to ______________________

                         Commission file number 0-27494

                            SILVERSTAR HOLDINGS, LTD.
             (Exact name of Registrant as specified in its charter)

               Bermuda                                  N/A
               -------                                  ---
    (State or other jurisdiction of    (I.R.S. Employer Identification No.)
      incorporation or organization)

             Clarendon House, Church Street, Hamilton HM CX, Bermuda
             -------------------------------------------------------
             (Address of Principal Executive Offices with Zip Code)

        Registrant's telephone number, including area code (441) 295-1422
                                                           --------------

Securities registered pursuant to Section 12(b) of the Act:

   Title of each class                 Name of each exchange on which registered
   -------------------                 -----------------------------------------
          None                                              None

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $0.01 par value
                          -----------------------------
                                ("Common Stock")

Indicate by check mark whether the Registrant (1) has 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 check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K 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 the
Form 10-K. [ ]

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2) Yes         No   X
                                        -----      -----
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 stock was
sold, or the average bid and asked prices of such common equity,  as of the last
business day of the Registrant's most recently completed second fiscal quarter.

The  aggregate   market  value  of  the   Registrant's   Common  Stock  held  by
non-affiliates of the Registrant as of September 13, 2004, was $6,106,357.

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.

As of September 13, 2004, there were 7,812,347 shares of the Registrant's Common
Stock  outstanding and 876,025 shares of the  Registrant's  Class B Common Stock
outstanding.


<PAGE>


                                    PART I.

Item 1.  Description of Business

We are a holding company that seeks to acquire  businesses  fitting a predefined
investment strategy.

We  are  the  parent  company  of  Fantasy  Sports,  Inc.,  which  operates  the
Fantasycup.com,   fantasycup.org,   fantasycup.net,   and   fantasystockcar.com,
websites and  specializes in  subscription  based NASCAR,  college  football and
basketball and other fantasy sports games. We are also a minority shareholder in
Magnolia  Broadband  Wireless,  a startup  company  which is  developing  mobile
wireless broadband products.

History

We  were  founded  in  September  1995  as  a  Bermuda   corporation  to  pursue
opportunities in South Africa as an emerging market.  At that time, our business
plan was to acquire,  own and operate seasoned,  closely held companies in South
Africa  with  annual  sales in the  range of  approximately  $5  million  to $50
million.  In  1999,  we  shifted  our  focus  to the  Internet,  technology  and
e-commerce sectors, and away from South Africa, by acquiring a majority stake in
Leisureplanet.com,  an Internet travel services company.  In connection with the
shift in our business plan, we changed our name to Leisureplanet  Holdings, Ltd.
In 2000, we disposed of our operations in South Africa, closed Leisureplanet.com
and acquired 100% of Fantasy  Sports,  Inc. In 2001, we acquired 100% of Student
Sports,  Inc, which we sold in 2003.  This was the only operating  subsidiary in
our marketing  services segment.  As a result of these changes and developments,
we have reestablished our investment criteria.  Currently,  our strategy focuses
on:

o    Acquiring  controlling stakes in small, high quality game related media and
     marketing  businesses with strong  management  teams that are positioned to
     use technology and Internet related platforms to fuel above average growth.

o    Our investments must show an ability to contribute,  in the short to medium
     term,   to  earnings  per  share  through   operating   profit  or  capital
     appreciation.

o    We aim to add value to our  investments  by operating in  partnership  with
     committed, incentivised, entrepreneurial management who show the vision and
     ability to grow their businesses into industry or niche leaders.

DESCRIPTION OF OUR SUBSIDIARIES AND INVESTMENTS

Fantasy Sports, Inc.

Fantasy  Sports,  Inc.  owns and operates  one of  America's  oldest and largest
subscription  based NASCAR  fantasy  sports game.  In addition,  the company has
developed,  and offers,  subscription  based college football,  basketball,  and
other  motor sport  fantasy  games.  All the  company's  games offer  weekly and
seasonal cash and merchandise prizes.

Currently,  the Company has over 25,000 paid game plays for its Spring, Fall and
One  Race  NASCAR  challenges,  as  well as the  fantasy  college  football  and
basketball  challenges and our other games.  Subscription revenues for our games
and ancillary  services  account for over 90% of our total revenues.  Our NASCAR
games currently generate over 90% of our subscription revenues. Participants pay
between  $99.95  to  $169.95  to play in our  seasonal  games,  and a $25 fee to
participate in our One Race and Tournament challenges. We offer two grand prizes
of $25,000 each for our NASCAR challenges and a $10,000 prize

                                      -2-
<PAGE>

for the  college  football  challenge  winner.  The  winners of our One Race and
Tournament  challenges  receive  $10,000.  In addition,  weekly prizes and bonus
points are widely distributed.

Fantasy  sports  participation  is rapidly  becoming a significant  component of
sports related leisure time activity. The NASCAR niche is particularly appealing
as growing public  interest in the sport,  as evidenced by increased  attendance
and TV ratings for all NASCAR events,  particularly the Nextel Cup Series races,
have made this one of America's most popular sports. This trend was strengthened
in 2001 with the first national  television  network broadcast of the Nextel Cup
Series. Fantasy Sports has been operating their NASCAR challenges since 1993 and
is one of the leading  companies  in this market.  Our websites  offer up to the
minute racing tips from Mark Garrow, the well-known  broadcaster,  which adds to
the fun and excitement of playing the game.  Contestants  can visit the site and
trade drivers up to the very last minute prior to a race,  thereby  offering the
highest degree of interactive online participation.

Since 1997, Fantasy Sports has operated a full season college football challenge
game,  which  accounts  for  approximately  5% of our  subscription  revenues at
present.  During 2001, we developed and deployed a tournament  challenge college
basketball  game that generated  over 2,000 paying  customers in our last fiscal
year.  We developed a retail  business  that  specialized  in the sale of NASCAR
related  die-cast cars,  apparel and other  merchandise.  This retail  operation
commenced  business  in May  2001 and  accounted  for  approximately  22% of our
overall  revenues in fiscal 2003.  Due to ongoing  losses,  this  operation  was
closed during the second quarter of fiscal 2004. It accounted for  approximately
7% of our overall revenues during the fiscal year ended 2004.

We have substantially reduced our overhead in order to maximize profitability at
Fantasy  Sports.  This was  primarily  achieved by the  reduction  of  marketing
expenses and general and administrative  overhead through the outsourcing of our
hosting, programming and customer service functions to Stats, Inc.

We currently provide an in-house  corporate game for the Dana  Corporation,  and
are seeking further  corporate  sponsorships for our games in order to diversify
the revenue streams so that we are not solely reliant on  subscription  fees for
our games.

Due to the  increased  popularity  of  online  Fantasy  Sports,  we  have  faced
increased  competition  over the past few years from both large media companies,
such as, ESPN.com,  CBS Sportsline,  FoxSports.com,  and Nascar.com,  as well as
from numerous small companies such as, Fanball.com,  CDM Sports,  All-Star Stats
and  Sportsbuff.  While we believe  that we still are the  largest  subscription
based NASCAR  fantasy  business,  there is no assurance  that we will be able to
maintain this position against our competitors.

There has been increasing  governmental  scrutiny of online gambling operations,
however,  to the best of our knowledge,  the online fantasy sports  business has
not been included in this category. Fantasy Sports games have traditionally been
differentiated  from gambling due to the element of skill  involved,  as well as
the ability of participants  to play through the US mail,  without paying a fee.
Although  we have  received  legal  comfort  in  this  regard,  there  can be no
guarantee  that  governmental  regulations  may not  change or be applied to our
business, in the future.

Magnolia Broadband Wireless

On April 14, 2000, we entered into a Securities Purchase Agreement with Magnolia
Broadband,  Inc.  Magnolia  is a start up company  that is  developing  wireless
broadband  solutions  for  the  mobile   telecommunications   industry.   Mobile
telecommunications  has been and continues to be one of the fastest  growing and
most dynamic segments of the telecommunications  industry. According to a recent
Cahner's Instat Group report,  semiconductor  revenue for wireless handsets will
reach more than $50B in 2004,  driven by an  expected  sales  volume of over 1.2
billion handsets that year.

                                      -3-
<PAGE>

Magnolia  is  developing  technology  to become  one of the first  companies  to
integrate  smart  antenna  technologies  into RF chip  sets  utilized  in mobile
phones. Their aim is to create chip sets that increase the capacity and coverage
of existing networks at little additional cost.

Magnolia is a fabless  semiconductor  company building RF solutions by combining
innovative Signal Processing technologies and novel Integrated Circuit solutions
for the cellular  industry.  The  combination of these  innovations  enables the
wireless network operators to push out the Diversity Antenna capabilities to the
edge of their networks,  while enabling the handset manufacturers to offer these
benefits economically.

We invested  $2,500,000  in Magnolia and received  shares of preferred  stock in
Magnolia.  We also received board representation rights and registration rights.
In October 2001, we invested a further $450,000 of a total  $1,500,000  offering
of  Magnolia's  Series A  Preferred  Stock.  We  co-invested  along with  Selway
Partners,  LLC, and CIP  Capital,  LP. In April and May 2002  Magnolia  raised a
further  $7.5 million in an offering of Series B Preferred  Stock.  In June 2003
Magnolia  raised a  further  $6  million  dollars  in an  offering  of  Series C
Preferred  Stock.  In April  2004,  Magnolia  raised a further  $3 million in an
offering of convertible  notes.  We did not  participate in any of these rounds.
Currently we own approximately 4% of Magnolia on a fully diluted basis including
the  exercise of all  employee  stock  options.  Due to  recurring  losses,  our
investment  in Magnolia at June 30, 2004,  which is now  accounted for under the
lower of cost or market method, was $831,066.

Discontinued Operations

Student Sports, Inc.

On June 14, 2003, we entered into an Asset Purchase  Agreement with SS Founders,
Inc.,  pursuant to which we sold substantially all of the assets and liabilities
of Student Sports,  Inc.  Student Sports offers unique access to the high school
athletic  market  across  multimedia  platforms.  As a subsidiary  of Silverstar
Holdings,  the company's primary thrust was to offer marketing services to large
corporations  interested  in accessing  this market.  Additionally,  the company
worked towards building a "bottom-up"  revenue generation  strategy based on the
creation of a number of subscription  based programs where products and services
will be sold directly to the high school athletes, their parents and coaches. We
originally  acquired Student Sports in September 2001. The consideration for the
sale of Student  Sports was 325,686 shares of Silverstar  Holdings  common stock
that were  returned  to the Company as well as the  forgiveness  of a maximum of
913,745 contingent shares of Silverstar Holdings that could have been payable to
former Student Sports shareholders in April 2004.

Employees

Silverstar Holdings through its US management subsidiaries employs two full time
salaried  employees.  Fantasy  Sports,  Inc.  currently  employs  two full  time
salaried employees and one hourly employee.

Our success  will depend on our ability to attract and retain  highly  qualified
employees.  We provide performance based and equity based compensation  programs
to reward and motivate significant contributors among our employees. Competition
for  qualified  personnel in the industry is intense.  There can be no assurance
that our  current and  planned  staffing  will be adequate to support our future
operations or that management will be able to hire, train, retain, motivate, and
manage  required  personnel.  Although none of our employees is represented by a
labor union,  there can be no assurance that our employees will not join or form
a labor  union.  We have not  experienced  any work  stoppages  and consider our
relations with our employees to be good.

                                      -4-
<PAGE>

Item 2.  Properties

Our principal  executive offices are located at Clarendon House,  Church Street,
Hamilton,  HM CX,  Bermuda,  which space is made  available  to us pursuant to a
corporate  services  agreement entered into with a corporate services company in
Bermuda.

Fantasy  Sports,  Inc. has its  principal  executive  offices at 867 Clare Lane,
York, Pennsylvania,  17402. These offices are approximately 980 square feet. The
lease  expires on December  31,  2004.  It is  renewably  annually  and costs us
approximately $8,580 per year.

Our United States management subsidiary,  First South Africa Management Corp., a
Delaware  corporation  incorporated in 1995, has its principal executive offices
at 6100 Glades Road, Suite 305, Boca Raton,  Florida 33434. The lease expires in
February 2006 and costs us approximately $33,000 per year.

Item 3.  Legal Proceedings

None.

Item 4.  Submission of Matters to a Vote of Security Holders.

Not Applicable.

PART II.

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

         Our common stock is listed for quotation on the National  Market on the
Nasdaq  System under the symbol SSTR.  The following  table sets forth,  for the
periods indicated the high and low closing sales prices for our common stock, as
reported by Nasdaq.

                                                      High             Low
                                                      ----             ---
Common Stock Fiscal 2003
1st Quarter........................................  $0.33            $0.10
2nd Quarter........................................  $0.27            $0.07
3rd Quarter........................................  $0.38            $0.06
4th Quarter........................................  $0.81            $0.10

Common Stock Fiscal 2004
1st Quarter........................................  $1.51            $0.38
2nd Quarter........................................  $2.69            $1.00
3rd Quarter........................................  $2.41            $1.31
4th Quarter........................................  $1.63            $0.86

The closing price of our common stock on September 13, 2004 was $0.80.

As of September 13, 2004, there were  approximately  2,400 holders of our common
stock,  inclusive  of  holders  whose  shares  were  held  by  brokerage  firms,
depositaries and other institutional firms in "street name" for their customers.

                                      -5-
<PAGE>

We have never  declared or paid any cash  dividends  on our common  stock or our
Class B common  stock.  We do not intend to declare or pay any  dividends on our
common stock or our Class B common stock in the foreseeable future. We currently
intend to retain  future  earnings,  if any,  to finance  the  expansion  of our
business.

Item 6   SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

Selected Consolidated Financial Information

<TABLE>
<CAPTION>
Statement of Operations Data                                               Years ended June 30,
                                                     2000             2001             2002             2003             2004
<S>                                              <C>             <C>              <C>              <C>              <C>
Revenues                                         $         -     $  1,301,432     $  3,107,324     $  3,141,448     $  2,367,463
Total operating expenses                           2,491,128        4,362,413        5,295,375        4,456,082        3,239,802
Operating loss                                    (2,491,128)      (3,060,981)      (2,188,051)      (1,314,162)        (872,339)
Interest (expense)/income                         (1,363,360)         976,107          615,294          638,011          603,352
Foreign Currency Gain (loss)                         (80,702)      (1,042,474)      (1,345,348)       1,763,115        1,287,291
Income (Loss) from continuing operations
before
     income taxes                                 (4,232,603)      (5,010,726)      (2,964,039)       1,069,049        1,030,105
Net Income (Loss) from continuing operations      (4,233,222)      (5,010,726)      (2,964,039)       1,069,049        1,030,105
(Loss)/gain from discontinued operations         (34,429,264)               -         (824,761)        (736,947)               -
Loss on disposition                                        -       (2,389,383)               -         (262,754)         (27,582)
Extraordinary Item - gain on extinguishments
of debt                                                    -        2,142,949                -                -                -
Net (loss)/income                                (38,662,486)      (5,257,160)      (3,788,800)          69,348        1,002,523
Income (Loss) per share  - from continuing
     Operations                                       $(0.54)          $(0.57)          $(0.34)           $0.12            $0.12

<CAPTION>
Balance Sheet Data                                                            As of June 30,
                                                     2000             2001             2002             2003             2004
<S>                                             <C>              <C>              <C>              <C>              <C>
Total assets                                    $ 94,266,439     $ 15,931,857     $ 11,722,781     $ 12,354,162     $ 13,265,458
Long term liabilities                             15,473,769                -                -          349,289          234,192
Net working capital  (deficiency) (1)             31,414,757        4,253,001        2,345,828          192,081         (177,981)
Stockholders' equity                               5,595,870       13,578,710       10,212,073       10,025,049       11,422,107
</TABLE>


(1)      Net  working  capital  (deficiency)  is the net of  current  assets and
         current liabilities.

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Background and History

Silverstar  Holdings  Limited was  incorporated in September 1995. The Company's
intention is to actively pursue  acquisitions  fitting a pre defined  investment
strategy:

o    Acquiring  controlling  stakes in small,  high  quality,  sports  media and
     marketing  businesses with strong  management  teams that are positioned to
     use technology and Internet related platforms to fuel above average growth.

o    Our investments must show an ability to contribute,  in the short to medium
     term,   to  earnings  per  share  through   operating   profit  or  capital
     appreciation.

                                      -6-
<PAGE>

o    We aim to add value to our  investments  by operating in  partnership  with
     committed,  entrepreneurial  management  who show the vision and ability to
     grow their businesses into industry or niche leaders.

The Company sold its last remaining  South African  operations in November 2000.
The Company still has  significant  assets that are denominated in South African
Rand. The assets include cash and notes receivable.  Should the Company hold the
notes until maturity the Company will continue to record income  statement gains
or losses to the extent  that the Rand's  value  fluctuates  relative  to the US
dollar.  At the present  time,  management  has no intention of disposing of the
notes receivable.

On  November  17,  2000,  the  Company  acquired  all of the assets and  certain
liabilities of Fantasy Sports (Fantasy) from GoRacing Interactive Services, Inc.
Founded in 1993,  Fantasy Sports  operates the  fantasycup.com,  fantasycup.org,
fantasycup.net, fantasystockcar.com and fantasynhra.com websites and specializes
in subscription based NASCAR, college football and other fantasy sports games as
well as the sale of die-cast racing cars.

On September  24,  2001,  a newly  created  subsidiary  of the Company,  Student
Sports,  Inc.,  acquired  all  the  assets  and  business  and  assumed  certain
liabilities  of  Student  Sports,  a  media  company,   producing  publications,
television programs and various marketing initiatives for the high school sports
market.  On June 10, 2003, the Company disposed of substantially  all the assets
and  liabilities of Student Sports,  which was the only operating  subsidiary in
the marketing services segment of the Company.

In accordance with accounting principles generally accepted in the United States
of America the operating  results and net assets  related to Student Sports have
been  included  in  discontinued   operations  in  the  company's   consolidated
statements  of  operations  and   consolidated   balance  sheets.   Discontinued
operations  for the  fiscal  years  ending  June 30,  2003 and  2002,  represent
operating results for eleven and nine months, respectively.  Net assets of $0.05
million and net liabilities of $0.06 million were assumed by the parent company.

The discontinued  operations  generated sales of $1.26 million and $1.12 million
for the years ended June 30, 2003,  and 2002 and net losses from  operations  of
$0.74 million and $0.82 million, respectively.

Results of Operations

Fiscal 2004 compared to Fiscal 2003

Revenues
Revenues  were $2.37  million in fiscal 2004 as compared to $3.14 million in the
prior year. The decrease was primarily the result of Fantasy Sports  decision to
discontinue  selling die-cast  collectibles and apparel during the quarter ended
December 31, 2003.  Sales of merchandise  decreased from $0.81 million in fiscal
2003 to $0.17 million in fiscal 2004.

Cost of Sales
Cost of sales were $1.41  million in fiscal 2004 as compared to $2.01 million in
the prior year.  The  decrease is primarily a result of decreases in the cost of
prizes  awarded,  fulfillment  expenses,  direct  labor  costs  and the  cost of
merchandise and apparel sold.

Selling, General and Administrative Expenses
Selling, general and administrative expenses for fiscal 2004 were $1.78 million,
a  decrease  of $0.54  million  over the same  period  in the prior  year.  This
decrease was caused by the  implementation of cost cutting measures primarily to
payroll and related costs at the corporate and operating levels.

                                      -7-
<PAGE>

Amortization and Depreciation
Amortization of intangible assets decreased to $0.02 million in fiscal 2004 from
$0.07  million in fiscal  2003 as a result of a  customer  list  becoming  fully
amortized  at  September  30, 2003.  Depreciation  expense was $0.04  million in
fiscal 2004 as compared to $0.07 million in fiscal 2003.

Foreign Currency Gains
Foreign  currency gains or losses are related to the financial  assets remaining
in the South African  operations.  The Foreign currency gains during fiscal 2004
were $1.29 million as compared to gains of $1.76  million in fiscal 2003.  These
gains are the result of  fluctuations  of the South  African Rand against the US
dollar.  During the year ended June 30, 2004 the Rand appreciated  approximately
17%  against  the U.S.  dollar  while it  appreciated  26% in fiscal  2003.These
foreign  currency  gains or losses are non-cash  items until  converted  into US
dollars, when any unrealized gains or losses will be converted to cash.

Interest Income
Interest  income of $0.63 million was recorded during fiscal 2004 as compared to
interest  income of $0.65 million in fiscal 2003.  Interest  income is primarily
earned  on  Notes  Receivable  from the sale of the  Lifestyle  business  and is
affected by the fluctuation of the South African Rand against the US dollar.

Interest Expense
Interest  expense  during  fiscal 2004 was $0.025  million as compared to $0.012
million in the prior year. The increase in interest  expense is  attributable to
interest  charges  incurred on short-term  credit lines held by Fantasy  Sports,
Inc.

Provision for Income Taxes
The Company is registered in Bermuda, where no tax laws are applicable. Three of
the Company's subsidiaries are subject to income taxes. Up to this date, none of
them has had taxable  income.  They have incurred  losses for tax purposes.  The
deferred tax asset  generated by the tax losses and  temporary  differences  has
been fully reserved.

Discontinued Operations
Student  Sports was sold in June 2003.  The results for this  business  for both
2003 and 2002 have been included under Discontinued  Operations in our financial
statements.  During fiscal 2004 the company  recognized losses of $0.027 million
on assets  formerly  used by Student  Sports  that were  retained  by the parent
company when Student Sports was sold in 2003.

Net Income(Loss)
The Company has  recognized  income of $1.00 million during fiscal 2004 compared
to income of $0.07 million  during the prior year.  Operating  losses for fiscal
2004 were $0.87  million  as  compared  to $1.31  million  in Fiscal  2003.  The
improvement in income in fiscal 2004 was primarily the result of selling Student
Sports which generated significant losses in fiscal 2003, a reduction of cost of
sales at Fantasy Sports, and a reduction in general and administrative  costs at
both the operational and corporate  levels.  The current year includes  non-cash
foreign currency gains of approximately $1.29 million due to the appreciation of
the South  African  Rand  against  the US dollar of  approximately  17 %. During
fiscal 2003 net income included non-cash foreign currency gains of $1.76 million
due to the  appreciation  of the South  African  Rand  against  the US dollar of
approximately 36%.

                                      -8-
<PAGE>

Fiscal 2003 compared to Fiscal 2002

Revenues
Revenues  were $3.14  million in fiscal  2003.  Revenues  in the prior year were
$3.10  million.  The  increase is the result of an increase of revenues of $0.23
million in the sale of NASCAR related  die-cast  cars,  apparel and other items,
offset by a smaller decrease in games revenue.

Cost of Sales
Cost of sales were $2.01 million in fiscal 2003. Cost of sales in the prior year
were $1.88 million and are  attributable  to Fantasy.  The increase is primarily
caused by increased sale of die cast collectibles.

Selling, General and Administrative Expenses
Selling, general and administrative expenses for fiscal 2003 were $2.32 million,
a  decrease  of $0.96  million  over the same  period  in the prior  year.  This
decrease is due to sustained  efforts to reduce expenses to achieve  operational
profitability.

Amortization and Depreciation
Amortization  of  intangible  assets was $0.07  million in both  fiscal 2003 and
2002. Depreciation expense was $0.07 million in fiscal 2003 as compared to $0.08
million in fiscal 2002.

Foreign Currency Gains
Foreign  currency gains or losses are related to the financial  assets remaining
in the discontinued South African operations.  The Foreign currency gains during
fiscal 2003 were $1.76  million as  compared  to a loss of $1.35  million in the
prior year as a result of the appreciation of the South African Rand against the
US dollar.  These  foreign  currency  gains or losses are  non-cash  items until
converted into US dollars, when any unrealized gains or losses will be converted
to cash.

Interest Income
Interest  income of $0.65 million was recorded during fiscal 2003 as compared to
interest income of $0.63 million in fiscal 2002. The increase in interest income
in fiscal 2003 is primarily a result of the  appreciation  of the South  African
Rand against the dollar,  which affects interest earned on Notes Receivable from
the sale of the Lifestyle business.

Interest  Expense  Interest  expense  during  fiscal  2003 was $0.12  million as
compared to a  non-material  amount in the prior year.  The increase in interest
expense is attributable to interest charges incurred on short-term  credit lines
and lease facilities held by the Company's subsidiaries.

Provision for Income Taxes
The Company is registered in Bermuda, where no tax laws are applicable. Three of
the Company's subsidiaries are subject to income taxes. Up to this date, none of
them has had taxable  income.  They have incurred  losses for tax purposes.  The
deferred tax asset  generated by the tax losses and  temporary  differences  has
been fully reserved.

Discontinued Operations
Student  Sports was sold in June 2003.  The results for this  business  for both
2003 and 2002 have been included under Discontinued  Operations in our financial
statements.

Net Income(Loss)
The Company has  recognized  income of $0.07 million during fiscal 2003 compared
to a loss of $3.79  million  during the prior year.  The current  year  includes
non-cash  foreign  currency  gains of  approximately

                                      -9-
<PAGE>

$1.76 million due to the  appreciation  of the South African Rand against the US
dollar of  approximately  36%  during  the year,  offset by non cash  charges of
approximately  $0.59 million related to the sale of Student Sports and the write
down of  intangible  assets.  The prior  year  loss  included  non-cash  foreign
currency  losses of $1.35  million due to the  devaluation  of the South African
Rand  against  the  US  dollar  of  approximately   29%  during  the  year.  The
discontinued operations (Student Sports) generated net losses from operations of
$0.74 million for fiscal 2003. Without these items, the net loss for fiscal 2003
would have been $0.43 million as compared to $1.61 million loss for fiscal 2002.

Financial condition, liquidity and capital resources

Cash  decreased by $0.38  million  from $1.62  million at June 30, 2003 to $1.24
million at June 30, 2004.  The balance of the  remaining  cash is being held for
working capital  purposes.  The Company expects this balance to be sufficient to
fund its operations and the operations of its  subsidiaries  for the next twelve
months.  During the next twelve months,  it also anticipates the commencement of
repayment  of  notes  receivable  due to it from  the  sale of  First  Lifestyle
Holdings in South Africa.  However,  repayment is  contingent on the  borrower's
collection of junior debt.

Working  capital  decreased by $0.37 million from $0.19 million at June 30, 2003
to an ($0.18) million working capital deficiency at June 30, 2004. This decrease
is primarily  caused by the reduction in cash balances used to fund  operations.
Accrued  interest earned during the year has been classified as part of the Long
- Term Notes Receivable.

At June 30, 2004, the Company had borrowings of $0.34 million,  which  consisted
of $0.31 million advances against lines of credit, secured by the Company's cash
and $0.03 million of equipment loans.

In the future the Company expects to meet its short and long term obligations in
part through the collection of amounts due from  outstanding  notes  receivable.
Those notes,  which are  denominated  in South African Rand, are to be collected
once certain debt covenants  have been satisfied in connection  with senior debt
to which  repayment has been  subordinated.  The Company  monitors the financial
results of First  Lifestyle  Holdings on a quarterly and annual basis. It is the
Company's opinion, based on reviews of audited financial statements,  reviews of
the debt covenant compliance  calculations,  reviews of budgets and inquiries of
management  of First  Lifestyle  Holdings,  that  First  Lifestyle  Holdings  is
generating  sufficient  cash  flow  from  operations  to meet  its  senior  debt
obligations and be in compliance with the senior debt covenants.  The management
of First Lifestyle  Holdings estimates that repayments of the amounts due should
begin in Fiscal 2005.

Once the funds are  collected  in South  African  Rand,  the Company  expects to
repatriate  those  funds  to  the  United  States.  The  Company  believes  that
repatriation of the full amount is allowable under current South African foreign
currency  regulations.  Over the last six years the  Company  has,  from time to
time,  repatriated funds from South Africa without restriction.  However,  there
can be no guarantee that the South African foreign currency regulations will not
change in the future in a manner that might  restrict the  Company's  ability to
repatriate the remaining assets.

In the future the Company intends to add additional operating subsidiaries which
will produce revenues and net profits.  The Company may utilize a portion of the
working  capital in connection with the  acquisition or  establishment  of those
operations. The Company may also be required to secure additional debt or equity
funding in connection with the funding of those future acquisitions. There is no
assurance  that the Company will be able to secure  additional  indebtedness  or
raise  additional  equity to finance future  acquisitions on terms acceptable to
management.

                                      -10-
<PAGE>

The following table is a summary of contractual  obligations recorded as of June
30, 2004.

<TABLE>
<CAPTION>
                                                       Payments due by period
                                                                                                More than
Contractual Obligations              Total    Less than 1 Year     1-3 years       3-5 years     5 years
<S>                                <C>             <C>             <C>             <C>          <C>
Long-Term Debt Obligations         $ 35,516        $ 24,883        $ 10,633               -        -
Operating Lease Obligations         130,861          62,574          55,180          13,107        -
Purchase Obligations                265,000         180,000          85,000               -        -
Employment Contracts                236,250         236,250               -               -        -
                               --------------------------------------------------------------------------
Total                              $667,627        $503,707        $150,813        $ 13,107        -
                               ==========================================================================
</TABLE>

Purchase Obligations

Purchase obligations include a contract between Fantasy Sports, Inc. and a media
and marketing  consultant for services  provided through November 30, 2006. At a
minimum the company is  obligated  to pay $60,000 per year which is reflected on
the  table of  contractual  obligations.  If  certain  incentive  or  additional
services are performed additional obligations accrue.

Purchase  obligations also include a contract  between Fantasy Sports,  Inc. and
another  corporation to provide web site hosting and customer service  functions
through  December  31,  2004.  The company is obligated to pay $20,000 per month
through  December  31,  2004  which is  reflected  on the  table of  contractual
obligations.  Additional obligations could become payable under this contract if
Fantasy  Sports,   Inc.  achieves  specific  net  profit  benchmarks  which  are
summarized below.

Potential Obligation

0% of net profits between $0 and $350,000
100% of net profits between $350,000 and $500,000
40% of net profits between $500,000 and $750,000
45% of net profits between $750,000 and $1,000,000
50% of net profits over $1,000,000

Employment Contracts

Pursuant to an  employment  agreement  Mr. Clive  Kabatznik  will serve as Chief
Executive Officer,  President and Chief Financial Officer of the Company through
March 31, 2005. Mr. Kabatznik is paid $315,000 on an annual basis.

                                      -11-
<PAGE>

Off-Balance Sheet Arrangements

The  Company  has  guaranteed  certain  bank  facilities  of one  of its  former
industrial  subsidiaries  in South Africa.  In January 2004, an unrelated  South
African third party, entered into an agreement to acquire the former subsidiary.
This  agreement  reduced  the  Company's  guarantee  to  approximately  $47,000,
reducing monthly through August 31, 2004. At June 30, 2004, this guarantee stood
at  approximately  $20,000 and was secured by like amounts of cash. As of August
31,  2004,  this  amount  equaled  $2,500  and will  reduce  to $0 by the end of
September 2004. The Company does not believe that it will be called upon to meet
any portion of this remaining guarantee.

In 2001,  Fantasy  Sports Inc.  secured a revolving  line of credit for up to $1
million  from a bank.  Fantasy  has drawn and repaid on this line of credit from
time to time. Any borrowings under this facility are guaranteed by the Company's
cash on  hand.  As of June 30,  2004,  Fantasy  had an  outstanding  balance  of
approximately  $305,160  secured  by a like  amount of the  Company's  cash.  We
anticipate  that this line may fluctuate  over the course of the current  fiscal
year.  However,  based on past experience and current anticipated cash flows, we
believe that Fantasy will repay all amounts  outstanding  under this facility on
or before March 31, 2005,  however  there can be no assurance  that these amount
will be repaid.

Goodwill Impairment Test

We acquired Fantasy Sports,  Inc. in November 2000. At the time our strategy was
to  aggressively  expand  the  business  by  increasing  our  marketing  in  the
auto-racing  segment and developing new games for other niche sports markets. To
this end, we hired new staff and increased our marketing and development budgets
as  well.  This  strategy  was not  successful,  primarily  due to the  economic
slowdown  and as a  result,  Fantasy  has  incurred  losses  since we made  this
acquisition.  During  the  seven  months  ended  June  30,  2001,  Fantasy  lost
$1,320,000  and had negative cash flow of $268,000.  For the twelve months ended
June 30, 2002, Fantasy lost $1,135,000 with negative cash flow of $566,000.  For
the twelve months ended June 30, 2003,  Fantasy lost $314,715 with negative cash
flow of $185,860.  For the twelve  months ended June 30,  2004,  Fantasy  earned
$52,785 with positive cash flow of $105,665.

Due to the accounting recognition of these losses, the carrying value of Fantasy
has diminished since  acquisition.  On June 30, 2004, we performed an impairment
test on the carrying value of Fantasy's  goodwill.  In accordance with SFAS 142,
we  compared  the fair value of Fantasy (as a  reporting  unit) to the  carrying
value of Fantasy including  goodwill.  The methodology we used to determine fair
value was to develop a ratio of revenue to market  capitalization  utilizing the
Company and a comparable  publicly  traded  company in the same  industry.  This
ratio was then applied to Fantasy's  revenue to determine  fair value.  The fair
value  exceeded  Fantasy's  carrying  value,  and  therefore,  no  impairment of
goodwill existed at June 30, 2004.

We will continue to monitor the carrying values of Fantasy and will use the same
methodology on a consistent basis in the future.  Should our efforts to stem the
losses at Fantasy not succeed and losses and negative cash flow continue, we may
be faced with goodwill impairment losses for Fantasy in the future.

Future Commitments

Through June 30, 2004,  Fantasy Sports Inc., the Company's  remaining  operating
subsidiary,  generated a small  profit  after  substantial  operating  losses in
previous years.  The Company  anticipates that this situation will be maintained
and improved through a combination of expense reductions and increased

                                      -12-
<PAGE>

revenues.   However,  there  are  no  assurances  that  these  changes  will  be
successful.  In the event that these plans are not  successful,  the Company may
need to continue to support the operations of its subsidiary.

The Company intends to increase the  profitability  of its operating  subsidiary
and to  preserve  its cash  balances  to the best of its  ability.  The  Company
anticipates  continued  repayments  from the notes  receivable  from the sale of
certain of its South African subsidiaries.

Critical Accounting Policies

The  following  is a  discussion  of the  accounting  policies  that the Company
believes are critical to its operations:

Revenues

Revenues  generated  by Fantasy are  seasonal  from  mid-February  to the end of
November.  Fantasy  collects its revenue at the  beginning  and mid-point of the
season and recognizes  this deferred  revenue pro rata over the season.

Goodwill

The  Company  adopted  SFAS  142  during  fiscal  2002 and no  longer  amortizes
goodwill.  The Company tests  goodwill for  impairment in the fourth quarter for
Fantasy Sports,  Inc. The goodwill  impairment test for subsequent  acquisitions
will be performed on the one-year  anniversary  of the  acquisition  and in that
period  thereafter.  The Company performs the impairment test in accordance with
SFAS 142 "Goodwill and Other Intangible Assets." SFAS 142 requires that the fair
value  of the  reporting  unit be  compared  to the  carrying  value,  including
goodwill,  as the first step in the impairment test. The Company determines fair
value for  Fantasy by  developing  a ratio of  revenue to market  capitalization
utilizing  the Company and  comparable  publicly  traded  companies  in the same
industry and applying this ratio to revenue of the reporting unit.

Intangible Assets

Intangible  assets include  trademarks,  customer  lists and other  intellectual
property and non-competition agreements.  Intangible assets, excluding goodwill,
are stated on the basis of cost and are amortized on a straight-line  basis over
a period of three to ten years.  Intangible assets with indefinite lives are not
amortized but are evaluated for impairment annually unless circumstances dictate
otherwise.  Management  periodically  reviews  intangible  assets for impairment
based on an assessment of undiscounted  future cash flows, which are compared to
the carrying value of the intangible assets.  Should these cash flows not equate
to or exceed the carrying value of the intangible,  a discounted cash flow model
is used to determine the extent of any impairment charge required.

Item 7A.   Quantitative and Qualitative Disclosures about Market Risk

The Company  does not  ordinarily  hold market risk  sensitive  instruments  for
trading  purposes.  The company does however recognize market risk from interest
rate and foreign currency exchange exposure.

                                      -13-
<PAGE>

Any  movements  of interest  rates as they relate to  outstanding  debt would be
immaterial to the financial results of the Company.

Interest rate risk

At June 30, 2004, the Company's cash resources earn interest at variable  rates.
Accordingly,  the Company's return on these funds is affected by fluctuations in
interest  rates.  Any decrease in interest rates will have a negative  effect on
the Company's earnings.  There is no assurance that interest rates will increase
or decrease over the next fiscal year.

Foreign currency risk

Certain of the Company's cash balances and the remaining  proceeds from the sale
of its South African  subsidiaries  are  denominated in South African Rand. This
exposes the Company to market risk with respect to  fluctuations in the relative
value of the South  African Rand against the US Dollar.  Due to the  prohibitive
cost of hedging these proceeds, the exposure has not been covered as yet. Should
more  favorable  conditions  arise,  a suitable  Rand hedge may be considered by
management.  For every 1%  increase or decline in the  Rand/US  Dollar  exchange
rate, at year-end exchange rates, the Company would gain or lose $1,594 on every
R1,000,000 retained in South Africa.  During fiscal 2004, the South African Rand
has appreciated against the US dollar by approximately 17% from the rate at June
30, 2003. At June 30, 2004, the Company had assets  denominated in South African
Rand of 51.30 million.

The following is information concerning assets denominated in South African Rand
and the foreign currency gains and losses recognized during fiscal 2004:

                                                        Foreign Currency
                               Balance              Gain/(Loss) for the Year
                         As of June 30, 2004          Ended June 30, 2004
                               In Rand                   In US Dollars

Cash                           324,573                   $     8,771
Notes Receivable            50,929,489                     1,376,343
Other                           45,916                      (19,928)

                                      -14-
<PAGE>

                  SILVERSTAR HOLDINGS LIMITED and Subsidiaries



                                TABLE OF CONTENTS
                                -----------------

                                                                 PAGE
                                                                 ----

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           F-1


CONSOLIDATED FINANCIAL STATEMENTS

   Balance Sheets                                                 F-2

   Statements of Operations                                       F-3

   Statements of Stockholders' Equity                             F-4

   Statements of Cash Flows                                    F-5 - F-6

   Notes to Consolidated Financial Statements                 F-7 - F-29

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
Silverstar Holdings Limited
Boca Raton, Florida


We have  audited the  accompanying  consolidated  balance  sheets of  Silverstar
Holdings  Limited and  Subsidiaries  (the Company) as of June 30, 2004 and 2003,
and the related consolidated statements of operations,  stockholders' equity and
cash flows for each of the three years ended June 30, 2004.  These  consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  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.

In our opinion, the accompanying  consolidated  financial statements referred to
above present  fairly,  in all material  respects,  the  consolidated  financial
position of Silverstar  Holdings  Limited and  Subsidiaries at June 30, 2004 and
2003, and the consolidated  results of their operations and their cash flows for
each of the three years  ended June 30,  2004,  in  conformity  with  accounting
principles generally accepted in the United States.


                            RACHLIN COHEN & HOLTZ LLP


Fort Lauderdale, Florida
August 18, 2004

                                      F-1
<PAGE>


                  SILVERSTAR HOLDINGS LIMITED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             JUNE 30, 2004 AND 2003

<TABLE>
<CAPTION>
                                         ASSETS                                                2004             2003
                                                                                           ------------     ------------
<S>                                                                                        <C>              <C>
Current Assets:
    Cash and cash
    equivalents
    (includes restricted cash of  $321,096 and $835,951 in 2004 and 2003, respectively)    $  1,235,310     $  1,617,629
    Accounts receivable, net                                                                      1,068           17,816
    Inventories                                                                                  19,379          168,113
    Current portion of long-term notes receivable                                               138,704          248,205
    Prepaid expenses and other current assets                                                    36,717          120,142
                                                                                           ------------     ------------
    Total Current Assets                                                                      1,431,178        2,171,905
                                                                                           ------------     ------------
Property, Plant and Equipment, net                                                               49,856          140,301
Investments in Non-Marketable Securities                                                        843,566          843,566
Long-Term Notes Receivable                                                                    7,977,549        6,213,686
Goodwill, net                                                                                 2,947,824        2,947,824
Intangible Assets, net                                                                           12,500           30,750
Deferred Charges and Other Assets                                                                 2,985            6,130
                                                                                           ------------     ------------
      Total Assets
                                                                                           $ 13,265,458     $ 12,354,162
                                                                                           ============     ============

                          LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
    Bank overdraft                                                                         $          -     $        567
    Lines of credit                                                                             305,160          218,851
    Current portion of long-term debt                                                            24,883           26,237
    Accounts payable                                                                            226,830          482,697
    Accrued expenses                                                                            359,022          415,399
    Deferred revenue                                                                            693,264          836,073
                                                                                           ------------     ------------
      Total Current Liabilities                                                               1,609,159        1,979,824
                                                                                           ------------     ------------
Long-Term Debt                                                                                   10,633           33,884
Obligation to issue common stock                                                                223,559          315,405
                                                                                           ------------     ------------

      Total Liabilities                                                                       1,843,351        2,329,113
                                                                                           ------------     ------------
Commitments, Contingencies and Other Matters                                                          -                -

Stockholders' Equity:
Preferred stock, $0.01 par value; 5,000,000 shares authorized;
     no shares issued and outstanding                                                                 -                -
Common stock, Class A, $0.01 par value, 23,000,000 shares authorized; 7,798,924 and
     7,503,924 shares issued and outstanding, respectively                                       77,989           75,039
Common stock, Class B, $0.01 par value; 2,000,000 shares authorized; 896,589 and
     946,589 shares issued and outstanding, respectively                                          8,966            9,466
Common stock, FSAH Class B $0.001 par value; 10,000,000 shares authorized; 2,671,087
     and 2,671,087 shares issued and outstanding, respectively                                      600              600
Additional paid-in capital                                                                   63,904,557       63,512,472
Accumulated deficit                                                                         (52,570,005)     (53,572,528)
                                                                                           ------------     ------------
Total Stockholders' Equity                                                                   11,422,107       10,025,049
                                                                                           ------------     ------------
Total Liabilities and Stockholders' Equity                                                 $ 13,265,458     $ 12,354,162
                                                                                           ============     ============
</TABLE>

                 See notes to consolidated financial statements


                                      F-2
<PAGE>

                  SILVERSTAR HOLDINGS LIMITED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    YEARS ENDED JUNE 30, 2004, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                    2004           2003             2002
                                                                -----------     -----------     -----------
Revenues                                                        $ 2,367,463     $ 3,141,448     $ 3,107,324
                                                                -----------     -----------     -----------
<S>                                                             <C>             <C>             <C>
Operating Expenses:
    Cost of sales                                                 1,405,728       2,005,598       1,879,967
    Selling, general and administrative                           1,776,619       2,315,056       3,272,286
    Amortization of intangibles                                      18,250          67,000          67,000
    Depreciation                                                     39,205          68,428          76,122
                                                                -----------     -----------     -----------
                                                                  3,239,802       4,456,082       5,295,375
                                                                -----------     -----------     -----------
Operating Loss                                                     (872,339)     (1,314,634)     (2,188,051)
Other (Expense) Income                                               11,801         (17,443)        (45,934)
Foreign Currency Gain ( Loss)                                     1,287,291       1,763,115      (1,345,348)
Interest Income                                                     628,737         650,329         627,019
Interest Expense                                                    (25,385)        (12,318)        (11,725)
                                                                -----------     -----------     -----------
Income (Loss) from Continuing Operations Before Income Taxes      1,030,105       1,069,049      (2,964,039)
Provision for Income Taxes                                                -               -               -
                                                                -----------     -----------     -----------
Income(Loss) From Continuing Operations                           1,030,105       1,069,049      (2,964,039)

Discontinued Operations:
    Loss from operations, net of income taxes of
      $0 and $0, respectively                                             -        (736,947)       (824,761)
    Loss on disposition, net of income taxes of $0 and $0,
      respectively                                                  (27,582)       (262,754)              -
                                                                -----------     -----------     -----------
Net Income (Loss)                                               $ 1,002,523     $    69,348     $(3,788,800)
                                                                ===========     ===========     ===========
Income (Loss) Per Share - Basic and Diluted:
    Continuing Operations                                       $      0.12     $      0.12     $     (0.34)
    Discontinued Operations                                           (0.00)          (0.11)          (0.09)
                                                                -----------     -----------     -----------
    Net Income (Loss)                                           $      0.12     $      0.01     $     (0.43)
                                                                ===========     ===========     ===========
Weighted Average Common Stock Outstanding:
    Basic and diluted                                             8,575,579       8,704,620       8,750,937
                                                                ===========     ===========     ===========
</TABLE>


                 See notes to consolidated financial statements.


                                      F-3
<PAGE>

                  SILVERSTAR HOLDINGS LIMITED AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                             AND COMPREHENSIVE LOSS
                     YEARS ENDED JUNE 30, 2004 2003 AND 2002

<TABLE>
<CAPTION>
                                              Silverstar                            Silverstar
                                             Holdings Ltd.                         Holdings Ltd.
                                                Class A                               Class B
                                             Common Stock                          Common Stock
                                        Shares           Amount                Shares          Amount
                                      ---------       ------------            -------       ------------
<S>                                   <C>             <C>                     <C>           <C>
 Year Ended June 30, 2002:
 Balance, June 30, 2001               7,178,310       $     71,783            946,589       $      9,466
                                      =========       ============            =======       ============

 Stock issued for acquisition           900,000              9,000                  -                  -
 Purchase and retirement of
  treasury stock                        (77,000)              (770)                 -                  -
 Net Loss                                     -                  -                  -                  -
                                      ---------       ------------            -------       ------------
 Balance, June 30, 2002               8,001,310       $     80,013            946,589       $      9,466
                                      =========       ============            =======       ============

 Year Ended June 30, 2003:

Purchase and retirement of
   Treasury stock                      (171,700)            (1,717)                 -                  -
 Stock redemtpion -(sale of
   subsidiary)                         (325,686)            (3,257)                 -                  -
  Net Income                                  -                  -                  -                  -


 Balance, June 30, 2003               7,503,924       $     75,039            946,589       $      9,466
                                      =========       ============            =======       ============

 Year Ended June 30, 2004:

 Stock issued                           245,000              2,450                  -                  -

  Conversion of shares                   50,000                500            (50,000)              (500)

  Net Income                                  -                  -                  -                  -


 Balance, June 30, 2004               7,798,924       $     77,989            896,589       $      8,966
                                      =========       ============            =======       ============
</TABLE>

<TABLE>
<CAPTION>
                                            First SA Holdings
                                                 Class B                  Additional
                                              Common Stock                  Paid-in          Accumulated
                                         Shares          Amount             Capital            Deficit             Total
                                       ---------       ------------      ------------       ------------       ------------
<S>                                    <C>             <C>               <C>                <C>                <C>
 Year Ended June 30, 2002:
 Balance, June 30, 2001                2,671,087       $        600      $ 63,349,937       $(49,853,076)      $ 13,578,710
                                       =========       ============      ============       ============       ============

 Stock issued for acquisition                  -                  -           475,200                  -            484,200
 Purchase and retirement of
  treasury stock                               -                  -           (61,267)                 -            (62,037)
 Net Loss                                      -                  -                 -         (3,788,800)        (3,788,800)
                                       ---------       ------------      ------------       ------------       ------------
 Balance, June 30, 2002                2,671,087       $        600      $ 63,763,870       $(53,641,876)      $ 10,212,073
                                       =========       ============      ============       ============       ============

 Year Ended June 30, 2003:

Purchase and retirement of
   Treasury stock                              -                  -           (23,418)                 -            (25,135)
 Stock redemtpion -(sale of
   subsidiary)                                                               (227,980)                 -          (231,237)
  Net Income                                   -                  -                 -             69,348             69,348


 Balance, June 30, 2003                2,671,087       $        600      $ 63,512,472       $(53,572,528)      $ 10,025,049
                                       =========       ============      ============       ============       ============

 Year Ended June 30, 2004:

 Stock issued                                  -                  -           392,085                  -            394,535

  Conversion of shares                         -                  -                 -                  -                  -

  Net Income                                   -                  -                 -          1,002,523          1,002,523


 Balance, June 30, 2004                2,671,087       $        600      $ 63,904,557       $(52,570,005)      $ 11,422,107
                                       =========       ============      ============       ============       ============
</TABLE>

                                      F-4
<PAGE>

                  SILVERSTAR HOLDINGS LIMITED AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                    YEARS ENDED JUNE 30, 2004, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                                   2004             2003           2002
                                                                                -----------     -----------     -----------
<S>           <C>                                                               <C>             <C>             <C>
Cash Flows from Operating Activities:
    Net income( loss) from continuing operations                                $ 1,002,523     $ 1,069,049     $(2,964,039)
    Provision for doubtful accounts                                                       -           3,365               -
    Depreciation and amortization                                                    57,455         135,428         143,132
    Foreign currency (gains) losses                                              (1,261,824)     (1,704,106)      1,212,220
    Non-cash interest income on notes receivable                                   (611,720)       (603,984)       (465,590)
    Changes in operating assets and liabilities, net                               (206,713)        193,261          (9,010)
    (Increase) Decrease in other assets                                               3,145          (2,274)        171,583
    Creation of debenture redemption reserve fund                                         -               -           4,248
    Loss on disposal of fixed assets                                                 51,065             182               -

        Net Cash Used in Continuing Operations                                     (966,069)       (909,079)     (1,907,456)
        Net Cash Used in Discontinued Operations                                          -        (247,000)     (1,003,650)
                                                                                -----------     -----------     -----------
        Net Cash Used in Operating Activities                                      (966,069)     (1,156,079)     (2,911,106)
                                                                                -----------     -----------     -----------

Cash Flows from Investing Activities:
    Acquisition of property, plant and equipment                                       (542)        (24,701)        (36,628)
    Proceeds on disposal of property, plant and equipment                             1,220               -               -
    Purchase price adjustments                                                            -               -         200,000
    Investment in affiliates                                                              -               -        (212,500)
    Decrease in long-term note receivable                                           218,679         115,308         428,607
    Acquisition of subsidiaries (net of cash of $0,
      $0 , $0 and 863,337)                                                                -               -        (120,711)
                                                                                -----------     -----------     -----------
        Net Cash  Provided by Investing Activities                                  219,357          90,607         258,768
                                                                                -----------     -----------     -----------
</TABLE>


                                      F-5
<PAGE>


                  SILVERSTAR HOLDINGS LIMITED AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

                    YEARS ENDED JUNE 30, 2004, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                   2004             2003            2002
                                                               -----------     -----------     -----------
<S>                                                            <C>             <C>             <C>
Cash Flows from Financing Activities:
    Short term borrowings, net                                 $    86,309     $   168,851     $   (42,887)
    Repayment of long-term debt                                    (24,605)         (1,282)       (366,084)
    Issuance of stock                                              302,689               -               -
    Treasury stock transactions                                          -         (25,135)        (62,037)
                                                               -----------     -----------     -----------
        Net Cash Provided by (Used in) Financing Activities        364,393         142,434        (471,008)
                                                               -----------     -----------     -----------

Net Decrease in Cash and Cash Equivalents                         (382,319)       (923,038)     (3,123,346)

Cash and Cash Equivalents, Beginning                             1,617,629       2,540,667       5,664,013
                                                               -----------     -----------     -----------

Cash and Cash Equivalents, Ending                              $ 1,235,310     $ 1,617,629     $ 2,540,667
                                                               ===========     ===========     ===========

Supplemental Disclosure of Cash Flow Information:
    Cash paid during the year for interest                     $    25,385     $    12,318     $     6,001
                                                               ===========     ===========     ===========

    Cash Paid during the year for income taxes                 $         -     $         -     $         -
                                                               ===========     ===========     ===========
</TABLE>


                                See notes to consolidated financial statements.


                                      F-6
<PAGE>

                  SILVERSTAR HOLDINGS LIMITED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          JUNE 30, 2004, 2003 AND 2002


NOTE 1.  ORGANIZATION AND PRINCIPAL ACTIVITIES OF THE GROUP

Silverstar  Holdings  Limited  (formerly   Leisureplanet   Holdings  Ltd.)  (the
"Company"),  was founded on  September  6, 1995.  The purpose of the Company has
changed from  acquiring  and operating  South African  Companies to investing in
companies that fit a predefined investment strategy.

On November 17, 2000, the Company  acquired  Fantasy Sports,  Inc.  ("Fantasy").
Fantasy specializes in Internet-based subscriptions for NASCAR, college football
and  basketball  and other  fantasy  sports games.  On September  24, 2001,  the
Company  acquired  Student  Sports,  Inc.  ("Student  Sports"),  a media company
producing  publications,  television programs and various marketing  initiatives
for the high school sports  market.  In June 2003, the company sold it's Student
Sports  subsidiary  and  it is  reflected  as  discontinued  operations  in  the
accompanying financial statements. (See Discontinued operations below)

Investments  have  been  made in other  companies,  which  are in line  with the
Company's new focus (see Note 7).

The Company  currently  has both Class A and Class B common  shares.  Holders of
Class A Common Stock have one vote per share on each matter  submitted to a vote
of the  shareholders  and a ratable  right to the net assets of the Company upon
liquidation.  Holders  of the  Common  Stock do not have  preemptive  rights  to
purchase  additional shares of Common Stock or other  subscription  rights.  The
Common Stock carries no conversion rights and is not subject to redemption or to
any sinking  fund  provisions.  All shares of Common Stock are entitled to share
equally in dividends from legally available resources as determined by the board
of directors.  Upon dissolution or liquidation of the Company, whether voluntary
or involuntary,  holders of the Common Stock,  are entitled to receive assets of
the Company available for distribution to the shareholders.  As of September 13,
2004, the Company currently has 7,812,347  outstanding  shares of Class A Common
Stock, that are validly authorized and issued, fully paid and non-assessable.

Class B and Class A Common  Stock are  substantially  identical  except that the
holders of Class B Common Stock have 5 votes per share on each matter considered
by shareholders.  Each share of Class B Common Stock is automatically  converted
into one share of Class A Common Stock upon sale or death of the shareholder. As
of September 13, 2004, the Company currently has 876,025  outstanding  shares of
Class B Common Stock,  that are validly  authorized  and issued,  fully paid and
non-assessable.

Discontinued Operations

On June 10, 2003, the company sold  substantially  all assets and liabilities of
Student Sports, Inc effective as of May 15, 2003. The consideration for the sale
of Student  Sports was 325,686 shares of Silverstar  Holdings  common stock that
were returned to the Company as well as the  forgiveness of a maximum of 913,745
contingent shares of Silverstar  Holdings that could have been payable to former
Student Sports shareholders in April 2004. (see Note 13)

                                      F-7
<PAGE>

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The  consolidated  financial  statements  have been prepared in accordance  with
accounting  principles  generally  accepted in the United States and incorporate
the following significant accounting policies:

Consolidation

The consolidated  financial  statements  include the accounts of the Company and
all of its subsidiaries in which it has a majority voting interest.  Investments
in  affiliates  are  accounted  for under  either the  equity or cost  method of
accounting,  where  appropriate.  All  significant  inter-company  accounts  and
transactions have been eliminated in the consolidated financial statements.  The
entities included in these consolidated financial statements are as follows:

                Silverstar Holdings, Ltd. (Parent Company)
                Silverstar Holdings, Inc.
                First South African Management Corp.
                First South African Holdings, Ltd. (FSAH)
                Fantasy Sports, Inc.
                Student Sports, Inc.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and  assumptions  that affect the  reported  amounts of assets and  liabilities,
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.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and all highly liquid investments with
original maturities of three months or less.

Concentrations of Credit and Market Risks

Financial  instruments that potentially subject the Company to concentrations of
credit and market  risk are  comprised  of cash and cash  equivalents  and notes
receivable.

             Cash
                The Company currently maintains a substantial amount of cash and
                cash  equivalents  with financial  institutions  in South Africa
                denominated  in South African Rand.  Changes in the value of the
                Rand compared to the U.S. dollar can have an unfavorable  impact
                on the  value of the cash and  cash  equivalents.  In  addition,
                these financial instruments are not subject to credit insurance.

                The  Company  maintains  deposit  balances  at  U.S.   financial
                institutions  that,  from  time to time,  may  exceed  federally
                insured limits.  At June 30, 2004, there were balances in excess
                of federally insured limits. The Company maintains its cash with
                high quality financial institutions,  which the Company believes
                limits risk.

             Notes Receivable
                The  Company's  notes  receivable  are to be  settled  in  South
                African Rand by South African  companies.  The Company's ability

                                      F-8
<PAGE>

                to collect on these notes may be affected by the financial
                condition of the debtor's economic conditions in South  Africa
                and the value of the South  African  Rand,  as compared to the
                U.S. dollar. In addition,  the Company's ability to withdraw
                these funds from South Africa after  collection  is restricted
                and may be subject to approval by the South  African government.

Fair Value of Financial Instruments

The  carrying  value of cash  and  cash  equivalents,  accounts  receivable  and
accounts payable  approximate  fair value due to the short-term  nature of these
instruments.  The carrying value of long-term notes receivable approximates fair
values since interest rates are keyed to the South African prime lending rate.

Inventories

 Inventories  are valued at the lower of cost or market with cost  determined on
the first-in, first-out method.

Property, Plant and Equipment

Property,  plant and  equipment  is recorded at cost.  Depreciation  is provided
using the  straight-line  method over the estimated  useful lives of the assets.
Equipment  is  depreciated  over  3 to  10  years.  Leasehold  improvements  are
amortized over the terms of the related leases.

Software Developed for Internal Use

As a result of the  acquisition  of Fantasy in  November  2000,  the Company has
adopted the provisions of AICPA Statement of Position (SOP) 98-1 "Accounting for
the Costs of Computer  Software  Developed and Obtained for Internal  Use".  SOP
98-1 requires the  capitalization of all internal and external costs incurred to
develop internal use software during the application  development stage. Fantasy
operates its fantasy  league  through the use of software the company  develops.
Fantasy develops software to run its fantasy games; however, such costs were not
significant during fiscal 2004, 2003 or 2002.

Goodwill

The Company  tests  goodwill for  impairment  in the fourth  quarter for Fantasy
Sports, Inc. The goodwill impairment test for subsequent  acquisitions,  if any,
will be performed on the one year  anniversary  of the  acquisition  and in that
period  thereafter.  The Company performs the impairment test in accordance with
SFAS 142 "Goodwill and Other Intangible Assets." SFAS 142 requires that the fair
value  of the  reporting  unit be  compared  to the  carrying  value,  including
goodwill,  as the first step in the impairment test. The Company determines fair
value for  Fantasy by  developing  a ratio of  revenue to market  capitalization
utilizing  the Company and  comparable  publicly  traded  companies  in the same
industry and applying this ratio to revenue of the reporting unit.

Intangible Assets

Intangible assets include trademarks,  customer lists, intellectual property and
non-competition agreements. Intangible assets, excluding goodwill, are stated on
the basis of cost and are  amortized on a  straight-line  basis over a period of
three to ten years.  Intangible  assets with indefinite  lives are not amortized
but  are  evaluated  for  impairment  annually  unless   circumstances   dictate
otherwise.  Management  periodically  reviews  intangible  assets for impairment
based on an assessment of undiscounted  future cash flows, which are compared to
the carrying value of the intangible assets.  Should these cash flows not equate
to or exceed the carrying value of the intangible,  a discounted cash flow model
is used to determine  the extent of any  impairment  charge  required.  Customer
lists are amortized over a period of three to ten years. The patents, trademarks
intellectual  property  and  non-compete

                                      F-9
<PAGE>

agreements  related to  discontinued  operations were amortized over a period of
three to twenty five years, up to the time of their disposal (see Note 13).

Foreign Currency Translation

The  functional  currency  of the  Company  is the  United  States  Dollar;  the
functional  currency of First South African  Holdings,  Ltd. (FSAH) is the South
African Rand.  Accordingly,  the following  rates of exchange have been used for
translation purposes:

Assets and  liabilities are translated into United States Dollars using exchange
rates at the balance sheet date. Common stock and additional paid-in capital are
translated  into  United  States  Dollars  using  historical  rates  at  date of
issuance.  Revenue,  if any,  and  expenses are  translated  into United  States
Dollars using the weighted  average  exchange rates for each year. The resultant
translation  adjustments are reported in the statement of operations  since FSAH
has sold all its operating subsidiaries.

Revenue Recognition

Revenues  generated  by Fantasy are  seasonal  from  mid-February  to the end of
November.  Fantasy  collects its revenue at the  beginning  and mid-point of the
season and recognizes this deferred  revenue pro rata over the season.  Revenues
from Student Sports is presented in Discontinued Operations.

Advertising Costs

Advertising  costs are  expensed as  incurred.  Advertising  costs  incurred for
continuing  operations  for the years  ended June 30,  2004,  2003 and 2002 were
$291,200,  $267,857 and $426,558,  respectively.  Advertising costs incurred for
discontinued  operations  during  the years  ended  June 30,  2003 and 2002 were
$7,015 and $25,869.

Income Taxes

The Company  accounts for its income taxes using SFAS No. 109,  "Accounting  for
Income Taxes",  which requires the  recognition of deferred tax  liabilities and
assets for expected future tax consequences of events that have been included in
the  financial  statements  or tax  returns.  Under this  method,  deferred  tax
liabilities  and assets  are  determined  based on the  difference  between  the
financial  statement and tax bases of assets and  liabilities  using enacted tax
rates in effect for the year in which the differences are expected to reverse.

Stock-Based Compensation

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation"  ("SFAS No. 123"),  encourages  but does not require  companies to
record  stock-based  compensation  plans  using a fair value based  method.  The
Company has chosen to continue to account for stock-based compensation using the
intrinsic value based method  prescribed in Accounting  Principles Board Opinion
No. 25,  "Accounting for Stock Issued to Employees."  Accordingly,  compensation
cost for stock  options is measured as the excess,  if any, of the quoted market
price of the Company's  common stock at the date of the grant over the amount an
employee must pay to acquire the stock.

If the  Company  used the fair  value-based  method  of  accounting  to  measure
compensation expense for options granted at grant date as prescribed by SFAS No.
123, income/ (loss) per share from continuing operations would have been reduced
to the proforma amounts indicated below.

                                      F-10
<PAGE>

<TABLE>
<CAPTION>
                                                                 2004             2003              2002
                                                            -------------     -------------     -----------
<S>                                                         <C>               <C>               <C>
         Income (loss) continuing operations as reported    $   1,030,105     $   1,069,049     $(2,964,039)
         Less: Compensation expense for options
              Awards determined by the fair-value -based
              Method                                              (88,888)          (15,472)       (868,002)
                                                            -------------     -------------     -----------
         Proforma net income/(loss) from continuing
         Operations                                         $     941,127     $   1,053,577     $(3,832,041)
                                                            =============     =============     ===========

         Basic:
              As reported                                   $        0.12     $        0.12     $     (0.39)
              Pro forma                                     $        0.11     $        0.12           (0.48)

         Assuming Full dilution :
              As reported                                   $        0.11     $        0.10            N/A
              Pro forma                                     $        0.10     $        0.10            N/A
</TABLE>

The weighted  average grant date fair value of options granted in 2004, 2003 and
2002 and the  significant  assumptions  used in determining  the underlying fair
value of each option grant on the date of the grant  utilizing the Black Scholes
option pricing model were as follows:


<TABLE>
<CAPTION>
                                                       2004             2003            2002
                                                       ----             ----            ----
<S>                                                   <C>              <C>            <C>
         Weighted average grant-date fair value of
            options granted                           $1.44            $0.14          $0.48
         Assumptions:
            Risk free interest rate                     3.17%          3.14%      3.99 to 4.48%
            Expected life                              5 Years        5 Years        5 Years
            Expected volatility                         142%            127%           96%
            Expected dividend yield                     0.0%            0.0%          0.0%
</TABLE>


Net  Loss Per Share

Basic  net loss per  share is  computed  by  dividing  net loss by the  weighted
average  number  of common  shares  outstanding.  Diluted  net loss per share is
computed by dividing net loss by the weighted  average  number of common  shares
outstanding  and dilutive  potential  common shares which  includes the dilutive
effect of stock  options,  warrants,  convertible  debentures  and  shares to be
issued in  connection  with the  acquisition  of  Student  Sports  (see Note 3).
Dilutive  potential  common  shares  for  all  periods  presented  are  computed
utilizing the treasury stock method.  The dilutive effect of shares to be issued
in  connection  with the  acquisition  of Student  Sports is computed  using the
average market price for the quarter.  The diluted share base for the year ended
June 30, 2002  excludes  shares of  1,737,910.  These shares are excluded due to
their  anti-dilutive  effect as a result of the Company's  loss from  continuing
operations during 2002 .


                                      F-11
<PAGE>

Recently Issued Accounting Standards

On March 31, 2004, the Financial  Accounting  Standards  Board (FASB) issued its
Exposure Draft,  "Share-Based  Payment,"  which is a proposed  amendment to FASB
Statement No. 123, "Accounting for Stock-Based Compensation." The Exposure Draft
would  require  all  share-based  payments  to  employees,  including  grants of
employee stock options,  to be recognized in the income statement based on their
fair values.  FASB expects that a final  standard  would be effective for public
companies for fiscal years  beginning  after December 15, 2004. The Company does
not intend to adopt a fair-value  based  method of  accounting  for  stock-based
employee compensation until a final standard is issued by the FASB that requires
this accounting.

In January 2003, the Financial  Accounting  Standards Board ("FASB") issued FASB
Interpretation No. 46,  "Consolidation of Variable Interest Entities" ("FIN 46")
which is an interpretation of Accounting Research Bulletin No. 51, "Consolidated
Financial  Statements."  FIN 46 requires a variable  interest entity (VIE) to be
consolidated  by a company that is considered to be the primary  beneficiary  of
that VIE. In December 2003, the FASB issued FIN No. 46 (revised  December 2003),
"Consolidation  of Variable  Interest  Entities," ("FIN 46-R) to address certain
FIN 46 implementation  issues. FIN 46 and FIN 46-R apply immediately to variable
interest entities created after January 31, 2003. It applies in the first fiscal
year or interim  period  beginning  after June 15,  2003,  to variable  interest
entities in which an enterprise  holds a VIE that is acquired before February 1,
2003. The adoption of FIN 46 and FIN 46-R does not have a material impact on our
financial statements.

During May 2003, the FASB issued Statement of Financial Accounting Standards No.
150 ("SFAS 150"),  "Accounting for Certain  Instruments with  Characteristics of
both  Liabilities  and Equity".  SFAS 150 clarifies the  accounting  for certain
financial  instruments with  characteristics  of both liabilities and equity and
requires that those  instruments  be classified as  liabilities in statements of
financial  position.  Previously,  many  of  those  financial  instruments  were
classified as equity.  SFAS 150 is effective for financial  instruments  entered
into or modified  after May 31, 2003 and otherwise is effective at the beginning
of the first interim period  beginning after June 15, 2003. The adoption of SFAS
150 did not to have a material  impact on our  operating  results  or  financial
position.

During April 2003, the FASB issued Statement of Financial  Accounting  Standards
No. 149 ("SFAS 149"),  "Amendment of Statement 133 on Derivative Instruments and
Hedging  Activities".  SFAS 149 amends and clarifies  accounting  for derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts, and for hedging activities under Statement 133. SFAS 149 is effective
for  contracts  entering  into or  modified  after June 30, 2003 and for hedging
relationships  designated  after June 30, 2003.  The guidance  should be applied
prospectively. The adoption of SFAS 149 did not have any impact on our operating
results or financial position as we do not have any derivative  instruments that
are affected by SFAS 149 at this time.

On December 31, 2002, the FASB issued SFAS No. 148,  Accounting for  Stock-Based
Compensation  -  Transition  and  Disclosure  - An  Amendment  of SFAS 123.  The
standard  provides  additional  transition  guidance for companies that elect to
voluntarily  adopt  the  accounting  provisions  of  SFAS  123,  Accounting  for
Stock-Based  Compensation.  SFAS 148 does not change the  provisions of SFAS 123
that permits entities to continue to apply the intrinsic value method of APB 25,
Accounting for Stock Issued to Employees.  As Silverstar  Holdings  continues to
follow APB 25, its accounting for stock-based  compensation  did not change as a
result of SFAS 148. SFAS 148 does require certain new disclosures in both annual
and interim financial statements.  The required annual disclosures are effective
immediately  and have been  included  in the  Company's  consolidated  financial
statements. The new interim disclosure provisions will be effective in the first
quarter of fiscal 2004.

                                      F-12
<PAGE>

In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantor's
Accounting  and  Disclose   Requirements  for  Guarantees,   Including  Indirect
Guarantees of  Indebtedness  of Others." FIN 45 elaborates on the disclosures to
be made by a guarantor in its interim and annual financial  statements about its
obligations  under certain  guarantees it has issued.  The  Interpretation  also
clarifies  that a guarantor  is required to  recognize,  at the  inception  of a
guarantee,  a  liability  for the fair  value of the  obligation  undertaken  in
issuing the guarantee. FIN 45 was effective for interim or annual periods ending
after  December 15, 2002.  The adoption of FIN 45 had no material  effect on the
financial statements.

In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated with
Exit or Disposal  Activities." This statement addresses financial accounting and
reporting for costs associated with exit or disposal  activities.  SFAS 146 will
become  effective  in the third  quarter of fiscal  2003.  The  adoption of this
statement  did not have a  significant  impact on the results of  operations  or
financial position of the Company.

In May 2002, the FASB issued SFAS No. 145,  "Rescission of FASB  Statements Nos.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical  Corrections as
of April 2002."  Adoption of the  standard is  generally  required in the fiscal
year beginning after May 15, 2002, with certain  provisions  becoming  effective
for financial  statements  issued on or after May 15, 2002.  Under the standard,
transactions  currently classified by the Company as extraordinary items will no
longer be treated as such but instead  will be  reported as other  non-operating
income  or  expenses.  The  Company  adopted  SFAS  145 on July 1,  2002 and the
adoption of SFAS 145 did not have a material  impact on the Company's  financial
position or results of operations.

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal of Long-Lived  Assets." This statement provides a single  comprehensive
accounting   model  for  impairment  of  long-lived   assets  and   discontinued
operations.  SFAS 144 will become effective in the first quarter of fiscal 2003.
The adoption of this statement did not have a significant  impact on the results
of operations or financial position of the Company.

In June 2001, the Financial  Accounting  Standards Board (FASB) issued Statement
of  Financial  Accounting  Standards  (SFAS)  No.  143,  "Accounting  for  Asset
Retirement Obligations".  SFAS 143 requires entities to record the fair value of
a  liability  for an asset  retirement  obligation  in the period in which it is
incurred.  The  statement  requires  that the amount  recorded as a liability be
capitalized by increasing the carrying amount of the related  long-lived  asset.
Subsequent  to initial  measurement,  the  liability is accreted to the ultimate
amount  anticipated to be paid, and is also adjusted for revisions to the timing
or amount of estimated cash flows.  The capitalized cost is depreciated over the
useful life of the related asset.  Upon  settlement of the liability,  an entity
either settles the  obligation for its recorded  amount or incurs a gain or loss
upon settlement.  SFAS 143 was effective for the Company's financial  statements
beginning  July  1,  2002.  The  adoption  of  this  statement  did  not  have a
significant  impact on the results of  operations  or financial  position of the
Company.

Effective  July 1, 2001,  the  Company  adopted  SFAS 142,  "Goodwill  and Other
Intangible Assets," which establishes new accounting and reporting  requirements
for  goodwill  and  other  intangible  assets.  Under  SFAS  142,  all  goodwill
amortization  ceased  effective July 1, 2001 (goodwill  amortization  for fiscal
2002 otherwise would have been $821,098) and recorded  goodwill  attributable to
Fantasy Sports, Inc. was tested for impairment. This impairment test is required
to be performed at adoption of SFAS 142 and at least annually thereafter.  On an
ongoing basis (absent any impairment indicators), the Company expects to perform
this  impairment  test  during  the  fourth  quarter  for  Fantasy  Sports.  Any
subsequent  acquisitions that are considered reporting units under SFAS 142, the
impairment test will be performed on the one year anniversary of the acquisition
and in that period thereafter.

                                      F-13
<PAGE>

Based on the initial  impairment  test on July 1, 2001, it was  determined  that
none of the goodwill recorded was impaired.  Impairment  adjustments  recognized
after  adoption,  if any,  generally  are required to be recognized as operating
expenses.  The  Company  performed  the  impairment  test on goodwill of Fantasy
Sports as of June 30, 2004,  2003 and 2002 and determined  that goodwill was not
impaired.

In connection with adopting SFAS 142, the useful lives and the classification of
identifiable  intangible  assets was reassessed and it was determined  that they
continue to be appropriate.  For the components of amortized  intangible assets,
see Note 9.

In June 2001, the FASB issued SFAS 141, "Business  Combinations," which requires
all business  combinations  initiated  after June 30, 2001 to be  accounted  for
under the purchase method.  SFAS 141 also sets forth guidelines for applying the
purchase  method  of  accounting  in the  determination  of  intangible  assets,
including  goodwill  acquired in a business  combination,  and expands financial
disclosures  concerning business  combinations  consummated after June 30, 2001.
The  application  of SFAS 141 did not  affect  any of the  Company's  previously
reported amounts included in goodwill or other intangible assets.

NOTE 3.  ACQUISITIONS

On  September  24,  2001,  the Company  acquired all the assets and business and
assumed  certain  liabilities  of  Student  Sports,  a media  company  producing
publications, television programs and various marketing initiatives for the high
school  sports  market.  Under the terms of the  agreement,  the Company  issued
900,000 Company common shares to the owners of Student Sports,  and undertook to
provide a further payment,  as defined,  of between 500,000 and 1,500,000 shares
of Company  common  stock on March 31,  2004.  On June 10, 2003 the Company sold
substantially all assets and liabilities of Student Sports, Inc. (See Note 13).

The costs of the  acquisition  were allocated on the basis of the estimated fair
values of the assets  acquired and  liabilities  assumed.  The  acquisition  was
accounted for as a purchase. The intangible assets identified in connection with
the  acquisition  were recorded (and amortized  where  applicable) in accordance
with the provisions of SFAS No. 142.

         Acquisition cost                                       $1,414,858
                                                                ==========

         Net assets acquired:
            Current assets, primarily accounts receivable      $   255,426
            Fixed assets                                            41,410
            Intangible assets                                    1,341,038
                                                                ----------
                  Total assets                                   1,637,874
                                                                ----------
            Current liabilities                                    208,720
            Long-term debt                                          14,296
                                                                ----------
                  Total liabilities                                223,016
                                                                ----------
                                                                $1,414,858
                                                                ==========

                                      F-14
<PAGE>

The  following  unaudited  pro forma  summary  presents  consolidated  financial
information as if the acquisition of Student Sports had occurred  effective July
1, 2001.  The pro forma  amounts,  which  include the results of  operations  of
Student  Sports,  were compiled using the cash basis of accounting.  The Company
believes that these results do not differ  materially  from  generally  accepted
accounting  principles.  The pro forma information does not necessarily  reflect
the actual results that would have occurred, nor is it necessarily indicative of
future results of operations of the consolidated entities.


<TABLE>
<CAPTION>
                                                                           Year  Ended
                                                                          June 30, 2002
                                                                          -----------
<S>                                                                       <C>
         Revenue                                                          $ 4,597,144
                                                                          ===========
         Loss before discontinued operations and extraordinary item        (4,073,069)
         Discontinued operations                                                    -
         Extraordinary item                                                         -
                                                                          -----------
         Net loss                                                         $(4,073,069)
                                                                          ===========

         Loss per share - basic and diluted:
            Loss before discontinued operations and extraordinary item    $     (0.37)
            Discontinued operations                                                 -
            Extraordinary item                                                      -
                                                                          -----------
            Net loss                                                      $     (0.37)
                                                                          ===========
</TABLE>

NOTE 4.  ACCOUNTS RECEIVABLE

<TABLE>
<CAPTION>
                                                                     2004                 2003
                                                                    -------              -------
<S>                                                                  <C>                 <C>
        Accounts receivable                                          $1,068              $17,816
        Less allowance for doubtful accounts                              -                    -
                                                                    -------              -------
                                                                     $1,068              $17,816
                                                                    =======             ========
</TABLE>

NOTE 5.  INVENTORIES

Inventories  consist of finished  goods of $19,379 and $168,113 at June 30, 2004
and 2003, respectively.

NOTE 6.  PROPERTY, PLANT AND EQUIPMENT

                                            2004        2003
                                          --------    --------

         Leasehold improvements               $  -    $ 24,736
         Plant and equipment               204,447     336,229
         Motor vehicles                     34,912      34,912
                                          --------    --------
                                           239,359     395,877
         Less accumulated depreciation     189,503     255,576
                                          --------    --------
                                          $ 49,856    $140,301
                                          ========    ========

Depreciation  expense  was  $39,205  and $94,680 and $91,657 for the years ended
June 30, 2004, 2003, and 2002,  respectively.  Of this depreciation expense, $0,
$26,252 and $15,525, respectively, was included in discontinued operations.

                                      F-15
<PAGE>

NOTE 7.  INVESTMENTS IN NON-MARKETABLE SECURITIES


A  summary  of the  investments  in  affiliates  on the  consolidated  financial
statements is presented below:

<TABLE>
<CAPTION>
                                                     Effective   As of and for the Year Ended
                                                     Percentage  ---------------------------
                                                     Ownership   June 30, 2004 June 30, 2003
                                                     ---------   ------------- -------------
<S>                                                   <C>               <C>           <C>
           Investments In and Receivables From
              Unconsolidated Affiliates:
                 Magnolia Broadband                   5 and 13          831,066       831,066
                 Other                                                   12,500        12,500
                                                                 --------------    ----------
                                                                       $843,566      $843,566
                                                                 ==============  ============
           Share of losses of unconsolidated
           affiliates:
              Magnolia Broadband                      5 and 13                -             -
                                                                 -------------- -------------
                                                                 $         -     $          -
                                                                 ==============  ============
</TABLE>

Magnolia Broadband, Inc.

On April 14, 2000, the Company purchased  3,447,774 shares of Series A Preferred
stock in Magnolia Broadband ("Magnolia"),  with voting rights representing a 48%
interest in Magnolia, for a consideration of $2,500,000, $1,300,000 of which was
recorded as  goodwill.  The goodwill  relating to the  Company's  investment  in
Magnolia was being amortized over a three-year  period.  Effective July 1, 2001,
the Company adopted SFAS 142 (see Note 2) at which time the unamortized  balance
was $831,066.  Such goodwill is no longer being  amortized and at June 30, 2002,
such goodwill was not considered impaired.

On March 9, 2001, the Company loaned Magnolia $250,000. This loan is convertible
into the type of equity security  Magnolia sells in its next private  placement.
In connection with this loan,  Magnolia  issued the Company  warrants to acquire
250,000  shares of  Magnolia's  common  stock at an exercise  price of $1.00 per
share.  The warrants  expire on March 9, 2006.  The value of the warrants at the
date of issuance was not considered  significant.  At June 30, 2001, the Company
provided a full valuation allowance relating this $250,000 loan.

In October 2001, the Company loaned  Magnolia  $200,000,  which was  convertible
into newly  reclassified  Series A Preferred Stock. As part of the consideration
for the Notes, the Company will exchange its existing  convertible notes for new
Series A Preferred shares.  This note and the above note were converted into new
Series A Preferred Stock in March 2002 (see below).

On March 21,  2002,  Magnolia  entered  into an  agreement  whereby it raised $6
million  from  three  institutional  investors.  The  agreement  called  for  an
immediate infusion of $3 million,  with an additional $3 million committed,  but
contingent on Magnolia  reaching defined  technical  milestones.  As a result of
this  agreement,  the Company  exchanged its existing shares in Magnolia for new
Series A Preferred shares and has converted the October 2001 loan into these new
Series A  Preferred  shares as well.  The  Company's  ownership  percentage  was
reduced to  approximately  13% and further  reduced  when the second  tranche of
financing was realized.  In July 2003,  Magnolia closed on a $6 million Series C
financing  round,  half of which was  funded  on  closing  with the  other  half
dependant on the achievement of certain technical milestones.  In December 2003,
Magnolia  received the second half of this financing  round.  On a fully diluted
basis, the Company's  percentage in Magnolia was reduced to approximately

                                      F-16
<PAGE>
5%. In April,  2004,  Magnolia  received a further $3 million  from its existing
venture capital  investors in the form of a convertible  note,  convertible into
Series C Preferred Shares.  Magnolia will need to obtain  additional  funding to
fund its future operations until it achieves revenues and  profitability.  While
Magnolia has successfully raised capital in the past, there is no assurance that
it will be able to do so in the future.

Magnolia  Broadband is a development  stage company  established  to develop and
market wireless based chips primarily for the mobile handset market.

The  Company  initially  invested  in  Magnolia  based on the  track  record  of
Magnolia's  founder,  positive industry feedback together with the results of an
independent  study  commissioned  by the  Company to evaluate  Magnolia's  basic
technological premise and its market applications.

In assessing  the fair value of our  investment  in Magnolia,  we monitor  their
progress  through  monthly  board  meetings and  additional  formal and informal
communications.   Magnolia,   since  inception,  has  set  technical  goals  and
timelines,  which were  invariably  met or surpassed.  Furthermore,  the company
excelled  in hiring  high  level  technical  staff  with  advanced  degrees  and
experience  in  management  of  corporations  such as Bell Labs,  Motorola,  and
Anadigics.  The willingness of highly qualified individuals to leave established
corporations for a start-up  opportunity  provided  validation for our belief in
Magnolia's  potential.  This promise was further  validated  by the  significant
investments  made by leading  venture capital funds in April 2002 and July 2003,
and by positive responses from potential customers,  most notably SK Telecom and
Sprint PCS.

Based on  Magnolia's  achievements,  some of which  are  summarized  above,  the
Company  concluded  that these  positive  accomplishments  support the variables
considered in developing the valuations for the private  placement  transactions
which the Company used as a basis for concluding that its investment in Magnolia
was  not  reflected  at a  value  in  excess  of  fair  value  on its  financial
statements.

The Company's ongoing monitoring and evaluation described above continues.  Over
the next twelve  months,  among other  goals,  Magnolia  anticipates  commercial
production of its first  Chipset  product,  as well as  engineered  samples of a
second commercial  Chipset product.  Furthermore,  it plans to have successfully
completed  pre-production  of a first  commercial  design handset with a handset
manufacturer.  Additionally,  a further  engineering  prototype handset is to be
developed  with  a  second  handset  manufacturer,   as  well  as  a  commercial
relationship  with a handset  manufacturer  are anticipated over the next twelve
months.  The Company  will  continue  to monitor  Magnolias'  progress  and will
evaluate the carrying value of its investment  based upon these milestones being
met.

In  performing  our analysis of the possible  impairment  of our  investment  in
Magnolia as of June 30, 2002,  2003 and 2004,  we considered  our  investment in
Magnolia  in  total  in  accordance  with  paragraph  19(h)  of APB No.  18.  In
performing  our  analysis  for 2002,  we obtained the  financial  statements  of
Magnolia to determine their  historical  cash flow  requirements to assist us in
evaluating  future  cash  flow  needs.  We  noted  that  Magnolia  had  received
$3,000,000 in funding in March 2002.  Given the available cash at June 30, 2002,
we determined that Magnolia would be able to operate through January or February
of 2003 without additional funding.  However,  per Magnolia's agreement with the
investor,  the investor was required to fund Magnolia with another $3,000,000 if
certain defined  technical  milestones  were reached in December 2002.  Based on
information  provided by Magnolia,  we felt  comfortable  that the  milestone in
December 2002 would be reached. As a result, we concluded that our investment in
Magnolia at June 30, 2002 was not  impaired  pursuant to the  criteria in APB 18
paragraph  19(h).  Subsequently,   Magnolia  did  meet  the  milestone  and  the
$3,000,000 in additional funding was received.

Furthermore,  to determine  that our  investment  in Magnolia was carried at the
lower of cost or market on June 30, 2002, the Company  computed the value of its
holdings in Magnolia  Broadband by multiplying

                                      F-17
<PAGE>

the number of shares it owned by the March 21,  2002  private  placement  price.
This  resulted in a fair value that was greater than the  carrying  value of our
investment.

In  performing  our analysis for 2003,  we looked to the $6 million in financing
Magnolia  received  in July  2003  from a  Series  C  Preferred  Stock  Purchase
Agreement with existing investors.  Under this agreement,  Magnolia will receive
additional  funds  from  further  sales  of  Series C  Preferred  Stock to these
investors if certain operational milestones are met. The Company determined that
based on the $6 million  funding  received  from  Magnolia  in July 2003 and the
progress Magnolia had made in developing its technology and meeting  milestones,
the  Company's  investment  in Magnolia is not  considered  impaired at June 30,
2003. We again computed the fair value of our holdings in Magnolia  Broadband by
multiplying  the  number of shares we owned by the July 2003  private  placement
price,  which  resulted in a fair value that was greater than the carrying value
of our investment.

Furthermore, in performing our analysis for 2004, we looked to the $6 million in
financing  Magnolia  received  in July  2003  from a  Series C  Preferred  Stock
Purchase  Agreement with existing  investors,  as well as the convertible  notes
received by Magnolia in April 2004. The Company  determined that based on the $6
million funding  received from Magnolia in July 2003 and the terms of the notes,
as well as the  progress  Magnolia had made in  developing  its  technology  and
meeting milestones,  as described above, the Company's investment in Magnolia is
not  considered  impaired at June 30, 2004. We again  computed the fair value of
our holdings in Magnolia  Broadband by multiplying the number of shares we owned
by the July 2003 private placement price, as well as the conversion price of the
April 2004  Convertible  Note,  which  resulted in a fair value that was greater
than the carrying value of our investment.

NOTE 8.  LONG-TERM NOTES RECEIVABLE

In connection with the sale of Lifestyle,  which was completed in November 2000,
as well as the earlier sale of two other  subsidiaries,  the Company received as
partial consideration three notes receivable  denominated in South African Rand.
These notes are subject to foreign currency risk and a portion of one is subject
to certain  performance  requirements  of the debtor.  Two of the notes  require
monthly  payments  ranging  from  R50,000  ($7,000) to R189,000  ($25,000).  The
Company has received all  scheduled  payments with respect to the first of these
notes,  including interest in a timely fashion. The second note has a balance of
approximately  $60,000  outstanding.  This  note had been  repaid,  on a monthly
basis, and in a timely fashion for over three years.  During the last six months
some payments have been deferred,  however,  we continue to accrue  interest and
anticipate  that the note,  plus all  interest,  will be reapid in full,  during
fiscal  2005.  The third  note was for R52  million  ($8  million)  of which R20
million ($3.1  million)  (plus accrued  interest) has been treated as contingent
consideration  to be  recorded  when  collected  as it is  secured  only  by the
debtor's  stock in Lifestyle  and  therefore  collection  is not assured.  R31.4
million ($4.8 million) of the third note, is payable as the borrower collects on
junior debt.  Collections of junior debt will be first charged  against  accrued
interest  with the  excess  applied  to the  receivable  balance  not to  exceed
tranches of R500,000.  Management does not expect to begin receiving payments on
these notes until the third quarter of fiscal 2005. These notes bear interest at
rates as defined (at June 30,  2004 the rate was 8.0%).

With respect to the  Lifestyle  note,  the Company's  South African  subsidiary,
First South African Holdings (Pty) Ltd (FSAH) received a note receivable, in the
face amount of $8,000,000 from Salwin  Investments  (Pty) Ltd, a special purpose
company,  owned by First  Lifestyle  Holdings  management.  The  purpose  of the
transaction  was to enable the  management  of First  Lifestyle  Holdings  (five
executive directors) to acquire shares in First Lifestyle Holdings Limited. This
note is payable on the following basis:

                                      F-18
<PAGE>

         (a)      If Salwin receives any payment from First Lifestyle for junior
                  debt, such amounts will be used to pay accrued interest on the
                  Note,  and any  balance  will be applied to reduce  capital in
                  tranches of R500,000.


         (b)      The  shareholders  of Salwin can inject funds into the company
                  in order to reduce the debt, without penalty.


         (c)      Should  Salwin  dispose of its  shares in and  claims  against
                  First Lifestyle, the proceeds will be used to settle the Note.
                  If there is any shortfall in the proceeds, such amount will be
                  written off.


         (d)      Any outstanding  liability will  irrevocably  terminate on the
                  20th anniversary of the Note.


The  repayment by First  Lifestyle of the junior debt owed to Salwin will at all
times be subject to the  senior  debt  covenants  that  govern the  relationship
between First  Lifestyle and its bankers.  As of June 30, 2004,  the Company had
not received any payment from Salwin for either principal or interest.  However,
the Company has continued to accrue interest on the original R31.4 million ($4.8
million)  portion of the Note that it recorded upon the sale of First  Lifestyle
Holdings.

The Company  monitors the  financial  results of First  Lifestyle  Holdings on a
quarterly and annual basis. It is the Company's  opinion that First Lifestyle is
generating  sufficient cash flow to meet its senior debt  obligations and senior
bank  covenants.  As First  Lifestyle  meets  its bank  covenants,  the  Company
anticipates  receiving  repayment  of  interest  and  principal  on  its  notes.
Management  of First  Lifestyle has estimated  that  repayments  should begin in
Fiscal 2005.

Having acquired, owned and operated the South African businesses, the Company is
well acquainted with the First Lifestyle  Group,  its management and its assets.
The cash flow generated by First  Lifestyle has enabled it to pay down over half
its senior debt. It has met two of the three senior bank covenants governing the
repayment of its junior debt. It is the Company's belief that such repayments of
junior debt will  commence  in fiscal  2005.  Additionally,  the  management  of
Lifestyle  cannot realize value for their shares in Lifestyle  prior to the full
payment of the Salwin note. Based on these factors,  the Company,  has therefore
concluded that its note  receivable  from Salwin will be collected first via the
payment of Lifestyle  junior debt and  thereafter by  Lifestyle's  management in
order to secure free access to their shares in Lifestyle currently encumbered by
the  Salwin  note  agreement.  The  timing  of  full  payment  on  the  loan  is
undetermined.

The Company  has  continued  to accrue  interest on the Salwin Note based on its
calculation  as to the  realizable  value of the  underlying  collateral for the
Note. This analysis includes both objective valuation  calculations,  as well as
more subjective criteria as to the likelihood of Salwin  shareholders  accessing
liquidity  for  their  Lifestyle  shares  in the  medium  term.  There can be no
guarantee that our analysis is correct or that the realizable  value will remain
sufficient  to cover the full amount of the Note.  Should  future  circumstances
dictate a reevaluation of our assumptions, we may cease accruing interest on the
Note or may impair its carrying value.

The Company is currently in negotiations with the Salwin  shareholders for early
redemption  of a  portion  of  the  Note.  There  is  no  guarantee  that  these
discussions will result in any accelerated payments.

                                      F-19
<PAGE>

These notes bear interest at rates based on lower of the South  African  Bankers
Acceptance  rate or 12% (at June 30,  2004  the rate was 8%).  Notes  receivable
include accrued interest of approximately $3,706,466.

                                         June 30,
                                    2004          2003
                                 ----------    ----------
         Balance                 $8,116,253    $6,461,891
         Less current portion       138,704       248,205
                                 ----------    ----------
         Long-term portion       $7,977,549    $6,213,686
                                 ==========    ==========

NOTE 9.  INTANGIBLE ASSETS

The components of amortized intangible assets as of June 30, 2004 and 2003 is as
follows:

                                                Gross Carrying      Accumulated
                                                    Amount         Amortization
        Balance at June 30, 2004:
        Customer lists                             $215,000          $202,500
                                                   ========          ========

        Balance at June 30, 2003
        Customer lists                             $215,000          $184,250
                                                   ========          ========

Amortization  expense for intangible assets was $18,250,  $112,938 and $106,375,
for the  years  ended  June 30,  2004,  2003,  and 2002,  respectively.  Of this
amortization  expense,  $0, $45,938 and $15,525,  respectively,  was included in
discontinued operations.

 Estimated  amortization  expense  for the five  succeeding  fiscal  years is as
follows:

             2005                         $2,000
             2006                         $2,000
             2007                         $2,000
             2008                         $2,000
             2009                         $2,000

NOTE 10. ACCRUED LIABILITIES

                                                                 June 30,
                                                             2004        2003
                                                           --------    --------
       Accrued prize winner cash and merchandise awards    $170,222    $195,498
       Payroll and related payroll expenses                  14,698      52,220
       Other                                                174,102     167,681
                                                           --------    --------
                                                           $359,022    $415,399
                                                           ========    ========

                                      F-20
<PAGE>

NOTE 11. DEBT

Lines of Credit

In June 2002,  Fantasy  Sports  obtained a secured  line of credit  facility for
borrowings up to $1.0 million, which is fully secured against cash balances held
in the  Company's  account.  This  facility is due on demand and has an interest
rate of 3.0% . The  balance  outstanding  under  this line of credit at June 30,
2004 was $305,160.

Long term debt

                                       2004        2003
                                      -------    -------

         Vehicle loans                $16,276    $21,598
         Capital lease obligations     19,240     38,523
                                      -------    -------
                                       35,516     60,121
         Less current portion          24,883     26,237
                                      -------    -------
         Long-term debt, net          $10,633    $33,884
                                      =======    =======

Scheduled  debt  maturities for the next five fiscal years are $24,883 in fiscal
2005, $5,983 in fiscal 2006 and $4,650 in fiscal 2007 .

NOTE 12. INCOME TAXES

The components of the Company's provision for income taxes were as follows:


                                    2004        2003      2002
                                  --------     -----      -----
          Current:
             Federal             $       -    $    -     $    -
             State                       -         -          -
                                  --------     -----      -----
                                         -         -          -
                                  --------     -----      -----
          Deferred:
             Federal                     -         -          -
             State                       -         -          -
                                  --------     -----      -----
                                         -         -          -
                                  --------     -----      -----
                                  $      -     $   -      $   -
                                  ========     =====      =====

A reconciliation  of income tax computed at the statutory federal rate to income
tax expense (benefit) is as follows:

<TABLE>
<CAPTION>
                                                                       2004             2003             2002
                                                                  -------------    -------------    -------------
<S>                                                                                <C>              <C>
          Tax benefit at the statutory rate of 34%                     $340,858          $23,578      $(1,288,192)
          Tax effect on Income (loss) of non-US
             Operations                                                (324,908)        (120,201)         612,297
          State income taxes, net of federal income tax                   1,446           (8,526)         (59,638)
          Travel and entertainment                                          447            7,407            4,376
          Valuation allowance                                           (17,843)          97,742          731,157
                                                                  -------------    -------------    -------------
                                                                  $           -    $           -    $           -
                                                                  =============    =============    =============
</TABLE>

                                      F-21
<PAGE>

At  June  30,  2004,  the  Company  has  available  a U.S.  net  operating  loss
carryforward of approximately $4,643,076 which expires through 2023.

In addition to the net operating loss carryforward, the Company had deferred tax
assets which relate primarily to amortization of goodwill  recorded at different
rates for tax and book  purposes,  deferred  revenue  that is deferred  for book
purposes but is recognized  when  received for tax  purposes,  and accrued prize
winnings  which is accrued for book  purposes but  deductible  when paid for tax
purposes.  As of June  30,  2004  and  2003,  a  valuation  allowance  has  been
established against the deferred tax asset since the Company believes it is more
likely than not that that the amounts will not be realized.

The components of the deferred tax assets  (liabilities) were as follows at June
30, 2004 and 2003:

           Current:                           2004                 2003
                                          --------------      --------------
              Net operating loss              $1,717,938          $1,265,986
              Accrued prize winnings              57,062              66,377
              Accrued pit points                   5,920               5,920
              Deferred revenue                   256,508             309,360
                                          --------------      --------------
                                               2,037,428           1,647,643
           Long-term:
              Amortization of goodwill          (161,007)           (111,032)
              Depreciation                         8,261              21,368
                                          --------------      --------------
                                                (152,746)            (89,664)
                                               1,884,682           1,557,979
           Total valuation allowance          (1,884,682)         (1,557,979)
                                          --------------      --------------
           Deferred tax asset             $            -      $            -
                                          ==============      ==============

The Silverstar Holdings Limited is a Bermuda registered  corporation where there
are no income tax laws applicable.

FSAH, a South African registered corporation,  incurred no income tax charges in
fiscal year 2004 and 2003.

First South Africa  Management  Corp.  Fantasy Sports,  Inc. and Student Sports,
Inc.,  are  U.S.  registered  corporations  and did not  incur  any  income  tax
provision for 2004, 2003 and 2002.


                                      F-22
<PAGE>

NOTE 13.   DISCONTINUED OPERATIONS


Student Sports, Inc.

On June 10, 2003, the Company sold  substantially all the assets and liabilities
as of May 15, 2003 of Student Sports,  a media company  producing  publications,
television programs and various marketing initiatives for the high school sports
market.  The  purchaser  is an  entity  controlled  by some,  but not all of the
stockholders  from  which the  Company  originally  acquired  Student  Sports in
September 2001. Those  stockholders who participated in the repurchase agreed to
surrender  the right to  receive  shares of  Company  common  stock  which  they
received as contingent  consideration  in the Company's  acquisition  of Student
Sports. As a result, an obligation to issue approximately 914,000 common shares,
valued at  approximately  $492,000 has been included as a liability  relieved in
connection  with the sale in the  calculation  of the loss  associated  with the
disposition. The calculation of loss from disposition also includes the value of
the Company  common stock  returned,  as well as the cash paid. A summary of the
calculation of the loss on disposition is approximately as follows:


         Cash received                               $   1,000
         Common stock returned                         231,000
         Liability to issue common stock relieved      492,000
                                                     ---------
            Total consideration                        724,000
         Net book value transferred                   (987,000)
                                                     ---------
         Loss on disposition                         $(263,000)
                                                     =========

In September 2001 when Student Sports was acquired,  a commitment to issue up to
1,500,000 shares of Company common stock, at the lower of $3.00 per share or the
market price of the stock,  not to exceed  $1,500,000 was entered into. The only
contingency  for the  issuance  of the  shares was time.  The shares  were to be
issued on March 31, 2004.  Pursuant to EITF 97-15, the contingent  consideration
was  recorded  at the  date of  acquisition  as a  liability  of  $807,000,  the
1,500,000  shares at 80% ($0.538 per share) of the average  market value for the
20 trading  days prior to closing.  The  remaining  liability  to issue  shares,
included  as  a  liability  in  the  accompanying   consolidated  balance  sheet
($223,559)  represents  the  obligation  to issue common  shares to those rights
holders who did not surrender their rights.

Those rights that were not  surrendered  entitle the holders to receive  Company
common stock on March 31, 2004.  The Company is currently  negotiating  with the
remaining  rights  holders  in an effort to reduce or  eliminate  the  number of
common  shares that the Company  must issue in  connection  with the  contingent
consideration in light of the poor performance of Student Sports.

In accordance with accounting principles generally accepted in the United States
of America, the operating results and net assets related to Student Sports, Inc.
have been included in  discontinued  operations  in the  company's  consolidated
statements of operations and consolidated balance sheets.


                                      F-23
<PAGE>

The following  summarizes the operating results of Student Sports,  discontinued
operations:


                             Eleven Months   Nine Months
                                Ended           Ended
                                May 15,        June 30,
                                 2003            2002
                             ------------    -----------
         Revenue             $  1,285,065    $ 1,121,101
                             ============    ===========
         Operating loss      $   (736,947)   $  (824,761)
                             ============    ===========
         Loss on disposal    $   (262,754)   $         -
                             ============    ===========


                  Calculation of Loss on Sale of Student Sports

         Book value of assets transferred                        $ 1,487,245
         Cost of shares issued at acquisition                        175,220

         Liabilities transferred                                    (501,660)
         Liability to issue shares relieved, at cost                (666,814)
         Common shares returned at fair value on date of sale       (231,237)
                                                                 -----------

               Loss on disposition                               $   262,754
                                                                 ===========


                                      F-24
<PAGE>


NOTE 14: CASH FLOWS

Changes in operating assets and liabilities consist of the following:

<TABLE>
<CAPTION>
                                                                        2004             2003             2002
                                                                  -----------     -----------     -----------
<S>                                                               <C>             <C>             <C>
           Decrease (Increase) in accounts receivable             $    16,748     $     5,413     $   (25,594)
           Decrease (Increase) in inventories                         148,734         (46,483)        256,091
           Decrease (Increase) in prepaid expenses and current         83,425         (20,010)         56,812
           assets
           Increase (Decrease) in overdraft                              (567)            567
           (Decrease) increase in accounts payable                   (255,867)        222,480        (180,786)
           (Decrease) increase in accrued expenses                   (199,186)         31,294        (115,533)
           Decrease in other taxes payable                                  -               -               -
           Decrease in income taxes payable                                 -               -               -
                                                                  -----------     -----------     -----------
                                                                  $  (206,713)    $   193,261     $    (9,010)
                                                                  ===========     ===========     ===========

          Netcash  provided  used  in  discontinued
           Operations  consists  of  the following:
                Net loss of discontinued operations               $         -     $  (999,700)    $  (824,761)
                Impairment of intangible assets                             -         322,000               -
                Depreciation and amortization                               -          72,190          54,900
                Bad debts expense                                           -           3,700          16,429
                Changes in operating accounts                               -         113,481        (174,377)
                 Loss on Disposal of Fixed Assets                           -           6,502               -
                Acquisition of property plant and equipment                 -         (21,207)        (64,149)
                Short - term borrowings -net                                -          96,045          53,955
                Repayment of long term debt                                 -         (14,812)         (7,013)
                Proceeds from equipment loans                               -         322,000          51,175
               Cash (included in)  from net assets  from
                 discontinued operations                                    -               -        (109,809)
                Net loss on sale of assets                                  -         174,801               -
                                                                  -----------     -----------     -----------
                                                                  $         -     ($  247,000)    ($1,003,650)
                                                                  -----------     -----------     -----------

         Non-cash investing and financing activities:
            Conversion of Class B shares to common
            Shares                                                $       500     $         -     $         -
                                                                  ===========     ===========     ===========
            Retirement of treasury shares                         $         -     $    25,135     $    62,037
                                                                  ===========     ===========     ===========
            Financing of vehicle purchase                         $         -     $    22,800     $         -
                                                                  ===========     ===========     ===========
</TABLE>

                                      F-25
<PAGE>


NOTE 15.  BUSINESS SEGMENT INFORMATION

During fiscal years 2003 had two reportable  segments,  which included strategic
business  units that offered  different  products and services.  These  business
units were managed  separately as Student Sports provided marketing services and
Fantasy Sports provides entertainment  services. As the company has changed it's
focus,  the Company sold Student  Sports  which is therefore  being  reported as
discontinued  operations.  As a result,  continuing operations reflects that the
company operated in only one segment, consisting of fantasy sports games.


NOTE 16. STOCK OPTION PLAN

The Board of Directors  has adopted the  Company's  1995 Stock Option Plan.  The
Stock  Option Plan  provides  for the grant of (i) options  that are intended to
qualify as  incentive  stock  options  ("Incentive  Stock  Options")  within the
meaning of Section 422 of the Internal  Revenue Code to key  employees  and (ii)
options  not so  intended  to  qualify  ("Nonqualified  Stock  Options")  to key
employees (including directors and officers who are employees of the Company and
to directors).

The Stock Option Plan is administered by the Compensation Committee of the Board
of Directors.  The committee shall determine the terms of the options exercised,
including the exercise price, the number of shares subject to the option and the
terms and conditions of exercise. No options granted under the Stock Option Plan
are  transferable  by the optionee other than by the will or the laws of descent
and distribution.

The exercise price of Incentive  Stock Options granted under the plan must be at
least  equal to the fair  market  value of such  shares on the date of the grant
(110% of fair market  value in the case of an optionee  who owns or is deemed to
own more than 10% of the voting rights of the  outstanding  capital stock of the
Company or any of its  subsidiaries).  The maximum term for each Incentive Stock
Option  granted is ten years (five years in the case of an optionee  who owns or
is deemed to own more than 10% of the voting rights of the  outstanding  capital
stock of the Company or any of its  subsidiaries).  Options shall be exercisable
at such times and in such  installments  as the  committee  shall provide in the
terms of each individual  option. The maximum number of shares for which options
may be granted to any individual in any fiscal year is 210,000.

The Stock Option Plan also  contains an automatic  option grant  program for the
employee and non-employee Directors.  Each person who is an employee director of
the Company  following an annual meeting of shareholders  will  automatically be
granted an option for an additional  5,000 shares of common stock;  non-employee
directors  will  receive an option  for an  additional  10,000  shares of common
stock. Each grant will have an exercise price per share equal to the fair market
value of the  common  stock on the grant date and will have a term of five years
measured from the grant date,  subject to earlier  termination  if an optionee's
service as a board member is terminated for cause.

The  Company,  through June 30, 2004,  has granted  options to purchase  981,666
shares  of common  stock  under the Plan,  of which  145,000  options  have been
exercised and 50,000 options expired unexercised.


                                      F-26
<PAGE>


                                                   Shares            Weighted
                                                 Subject to          Average
                                                   Options        Exercise Price
                                                 Outstanding        Per Option
                                                ------------        ----------

          Balance at June 30, 2001               1,743,331            3.62

          Granted - non-plan options                50,000            0.80
          Granted - plan options                    85,002            0.42
          Expired - plan options                   (65,000)           4.71
                                                ----------
          Balance at June 30, 2002               1,813,333            3.35

          Granted - plan options                    45,000            0.16
          Expired - plan options                   (30,000)           6.00
          Terminated - non- plan options          (365,000)           2.58
                                                ----------
          Balance at June 30, 2003               1,463,333            3.39
                                                 ---------

          Granted - plan options                    60,000            1.61
          Expired - plan options                  (145,000)           0.79
          Expired - non-plan options               (35,000)           0.35
          Terminated - non- plan options          (130,000)           3.77
          Terminated - plan options                (20,000)           2.19
                                                ----------
          Balance at June 30, 2004               1,193,333            3.68
                                                 ---------


Significant  option  groups  outstanding  at June 30, 2004 and related  weighted
average exercise price and weighted average remaining life are as follows:

                 Options Outstanding and Exercisable
           --------------------------------------------------------------------
                                                  Weighted         Weighted
                 Range of                         Average           Average
                 Exercise                         Exercise         Remaining
                  Prices           Shares          Price        Life (in Years)
           --------------------- ----------- --------------- ------------------
             Less than $1.00       140,000        $0.46            1.95
              $1.00 to $2.19       130,000         1.28            3.67
              $3.75 to $4.88       683,333         4.32            1.16
              $5.00 to $6.00       240,000         5.02            1.47

The Company has also issued  options  during 2001 to an employee to acquire 4.45
shares of Fantasy  common  stock for $47,191  per share.  These  options  vested
immediately  and had a life of  three  years.  The  fair  value  of this  option
utilizing the Black Scholes  option  pricing model amounted to $6,451 per share.
The  assumptions  used in this model were as follows:  risk-free  interest  rate
4.96%;  expected life 3 years;  expected  volatility 0.0%; and expected dividend
yield of 0.0%. This option expired during the first quarter of fiscal 2004.

                                      F-27
<PAGE>

NOTE 17.  WARRANTS OUTSTANDING

In consideration for the capital raising activities  undertaken during 2000, the
Company  issued  warrants  to  purchase  150,000  shares of  common  stock at an
exercise price of $0.01 per share.

In accordance with the terms of an agreement  entered into with  Infospace,  the
Company  undertook to issue  warrants over 720,000 shares of common stock valued
at $5.00 per share.  Infospace was to provide services to the  Leisureplanet.com
subsidiary   in   exchange   for  the   Company   increasing   its   holding  in
Leisureplanet.com equal to the value placed on the warrants. These warrants have
an  exercise  price of $0.01 per share.  As of June 30,  2000,  480,000 of these
warrants  have  vested  and  240,000  were  issued.   Since  the  operations  of
Leisureplanet.com  were closed and the  Infospace  services  ceased,  no further
options have been issued.  As of June 30, 2004,  all the Infospace  options have
expired, unexercised.

Also during  fiscal  2001,  Fantasy  issued  warrants to acquire  4.68 shares of
Fantasy  common  stock  with an  exercise  price  of  $47,191  per  share to TWI
Interactive, Inc, (see Note 21).

These warrants were issued in connection  with a contract to perform  consulting
services.  Compensation  recorded  pursuant to that  contract  includes the fair
value of these warrants. These warrants vest immediately and have a life of four
years.  The fair value of these  warrants,  which was  determined  utilizing the
Back-Scholes pricing model,  amounted to approximately $8,400 per share, a total
of  approximately  $39,300.  The assumptions used in this model were as follows:
risk free interest rate 4.96%;  expected life 4 years; expected volatility 0.0%;
and expected dividend yield 0.0%.

Warrants outstanding at June 30, 2004 were as follows:

<TABLE>
<CAPTION>
         Silverstar Holdings, Ltd.

                                            Number of    Exercise      Expiration
                      Warrant                Warrants     Price           Date                Entitlement
                      -------                --------     -----           ----                -----------
<S>                                           <C>         <C>        <C>              <C>
         Debenture Warrants 2001              52,189      $6.00      July 31, 2007    One share of common stock

         Capital Raising Warrants            150,000      $6.00      July 31, 2007    One share of common stock

         Infospace Warrants                  240,000      $0.01      June 30, 2004    One share of common stock

<CAPTION>
         Fantasy Sports, Inc.

                                            Number of    Exercise     Expiration
                      Warrant                Warrants     Price          Date                Entitlement
                      -------                --------     -----          ----                -----------

<S>                                            <C>       <C>         <C>              <C>
         TWI Interactive, Inc.                 4.68      $47,191     June 1, 2005     One share of common stock
</TABLE>



                                      F-28
<PAGE>

NOTE 18.  FIRST SOUTH AFRICAN HOLDINGS ESCROW AGREEMENT

The FSAH Escrow  Agreement  was executed  prior to the closing of the  Company's
offering and provided for the concurrent issuance and delivery of 729,979 shares
of Class B common stock to the FSAH escrow agent.  The FSAH Escrow  Agreement is
intended to provide  security for the holders of FSAH Class B common stock,  who
are  residents in South Africa and are  prohibited in terms of South African law
from holding shares in a foreign  company.  The FSAH Escrow  Agreement  provides
that the parties to this agreement that are holders of FSAH Class B common stock
will not sell such shares of stock, but may tender the shares to the FSAH escrow
agent against payment  therefore by the escrow agent,  which payment may consist
of the  proceeds  obtained  from the sale of an equal  number  of Class B common
stock of the Company,  provided  that the proceeds of the sale will be delivered
to the holder of the Class B common  stock in  exchange  for the shares in FSAH.
These  shares  will be  tendered  to the  Company  and they will be  immediately
converted to FSAH Class A common stock.

Since the  consummation  of the Company's  offering in January 1996, the Company
has entered into FSAC Escrow  Agreements  with the FSAH escrow  agent,  FSAH and
certain  principal  stockholders  of  the  Company's  subsidiaries,  which  were
acquired  since  January  1996.  The  terms of the  FSAC  Escrow  Agreement  are
substantially similar to the terms of the FSAH Escrow Agreement, except that the
FSAH Escrow  Agreement  provided for the issue of shares of Class B common stock
to the FSAH escrow agent while the FSAC Escrow Agreements  provide for the issue
of shares of common  stock to the FSAH  escrow  agent  which  correspond  to the
issuance of FSAH Class B common stock by FSAH.

Since 2000, no further  shares of common stock have been issued in terms of FSAC
or FSAH escrow agreements, nor will there be any further issuances.


NOTE 19. COMMITMENTS, CONTINGENCIES AND OTHER  MATTERS

Profitability and Liquidity

As reflected in the accompanying consolidated financial statements,  the Company
has incurred  significant  operating losses and experienced  negative  operating
cash flows in recent  years.  With a view towards  achieving  profitability  and
improving  liquidity,   management  has  adopted,  and  is  in  the  process  of
implementing, the following strategies:

         o        seek corporate  sponsorships  for the internet  fantasy sports
                  gaming segment to diversify its revenue streams while focusing
                  on its core motor sports niche;

         o        reduce  overhead of the operating  subsidiary  and continue to
                  look for areas in which further cost savings can be obtained.

         o        diversify  the price points and structure of its fantasy games
                  and add  additional  premium  content to attract new customers
                  and generate  additional revenues from the existing subscriber
                  base.

Management  believes that its present financial resources are sufficient to meet
its obligations for the ensuing twelve months.  In addition to unrestricted cash
of  approximately  $0.93 million at June 30, 2004, the Company  expects to begin
collecting  on an  outstanding  note  receivable  due  from  the  sale of  First
Lifestyle Holdings, which will provide additional resources.  Additionally,  the
Company  believes  it would be able to raise debt or equity  capital  should the
need arise.

                                      F-29
<PAGE>

Management  believes that the actions  presently being taken by the Company will
achieve profitability and improve liquidity.  However, there can be no assurance
that  management's  plans  will  be  successful  or  that  the  Company  will be
profitable in the future.

Leases

The Company leases office facilities and various equipment under  non-cancelable
operating  leases expiring  through January 2006.  Office facility and equipment
rent  expense  included in  continuing  operations  for the years ended June 30,
2004,  2003  and  2002  was  approximately   $95,000,   $137,000  and  $133,000,
respectively.

Approximate  future  minimum  lease  payments  under  non-cancelable  office and
equipment lease agreements are as follows:

               Year ending June 30:
                  2005                                            62,574
                  2006                                            42,073
                  2007                                            13,107
                  2008                                            13,107
                  2009                                                 -
                                                                =========
                                                                $130,861
                                                                =========

Litigation

The Company, from time to time, is involved in various litigation arising in the
ordinary  course  of  business.   Based  on  currently  available   information,
management  believes that there are no pending  claims that will have a material
adverse effect on the Companies' operating results or financial position.

Employment Agreements

Silverstar Holdings Ltd.

On April 12, 2000,  the  Company's  Board of  Directors  approved an Amended and
Restated  Employment  Agreement  (the  "Employment  Agreement")  with the  Chief
Executive Officer (CEO), who will serve as President and Chief Financial Officer
of the Company beginning as of February 1, 2000 and continuing through and until
March 31, 2005. As compensation for his services, the CEO will receive an annual
base salary of $300,000 (with five percent  increases each year),  and an annual
bonus of five percent of net realized  capital gains upon the sale,  liquidation
or  distribution  by the  Company of any  Portfolio  Company  (as defined in the
Employment  Agreement).  A Portfolio  Company  does not include any of the South
African entities  previously  owned by the Company.  In the event of a Change in
Control (as defined in the Employment  Agreement),  the CEO may also be entitled
to a  payment  of  five  percent  of any net  unrealized  capital  gains  on any
Portfolio  Company,  which gains may, at the option of the  Company,  be paid in
cash, stock of the Portfolio Company or any combination of the foregoing.

Fantasy Sports, Inc.

On November 30, 2000, Fantasy entered into Employment Agreement (the "Employment
Agreement")  with an  individual  to serve as the  Chief  Executive  Officer  of
Fantasy  beginning  as of  November  30, 2000 and  continuing  through and until
November 30, 2003. As compensation for his services,  the CEO received an annual
base salary. In addition,  the CEO received a three-year option to acquire 5% of
Fantasy's  outstanding  shares as of November 16, 2000, at a price equal to that
paid by  Silverstar  Holdings  upon  acquisition  of the  assets of  Fantasy.  A
similarly priced  performance-based  three-year option to acquire a further 2.5%
of the  outstanding  shares of Fantasy as of November 16, 2000 was issued to the

                                      F-30
<PAGE>

CEO. This performance-based option will vest on the earlier of Fantasy achieving
an  aggregate  EBITDA  of $4  million  for  calendar  years  2001 and 2002 or an
aggregate  EBITDA of $9 million for  calendar  years 2001,  2002 and 2003.  This
employment  agreement  terminated on November 30, 2003 with no performance based
compensation being realized.  The agreement was not renewed.  All of the options
expired unexercised.

Guarantees

The  Company  has  guaranteed  certain  bank  facilities  of one  of its  former
industrial subsidiaries in South Africa. As per previous disclosure,  in January
2004,  an unrelated  South  African  third  party,  entered into an agreement to
acquire the former subsidiary. This agreement reduced the Company's guarantee to
approximately  $47,000,  reducing  monthly  through August 31, 2004. At June 30,
2004,  this  guarantee  stood at  approximately  $20,000 and was secured by like
amounts of cash.  The Company  does not  believe  that it will be called upon to
meet any portion of this remaining guarantee.

Other

South  African  Secondary  Tax on  Companies  at 12.5  percent is payable on all
dividends  declared out of  distributable  reserves of South African  companies.
There were no dividends of this nature declared in 2004, 2003 or 2002.

During  2004,  the Company  entered into  various  contracts  with web based and
non-web based  companies  whereby these companies will direct their customers to
the  Fantasycup.com  website.  For those customers that register for the fantasy
league through the website, the Company will pay commissions ranging from 12% to
50% of net revenues  depending on the terms of each  individual  agreement.  The
term of  these  agreements  are for one  year and are  renewed  annually  unless
terminated by either party.

In June 2001, the Company entered into an agreement with TWI  Interactive,  Inc.
(TWI), the online arm of International Management Group (IMG). The agreement was
designed to assist Fantasy in establishing  itself as the premier,  independent,
subscription-based  fantasy sports game producer. TWI and affiliates of IMG will
provide  exclusive  representation  and services  across a broad spectrum of its
sports  marketing  activities.  Under the agreement,  the Company will pay TWI a
monthly fee of $12,000 and  commissions of 20% to 50% of net revenues  generated
as a result of the services provided by TWI. The agreement also provides for TWI
to receive a four-year warrant to acquire 4.68 shares of Fantasy common stock at
$47,191 per share.  There was no charge to operations in 2001 for the fair value
of the warrants since the amount was not considered material. This agreement was
terminated in June 2002, but the warrants remain outstanding and expire June 21,
2005 (see Note 18).

On October 7, 2002,  Fantasy  Sports  entered into an agreement with Sports Team
Analysis  and Tracking  Systems of  Missouri,  Inc.  ("STATS").  This  agreement
subsequently  modified  on July 21,  2003,  calls for STATS to provide  hosting,
programming,  customer  service and marketing  services for Fantasy  Sports.  In
consideration  for these  services,  Fantasy pays STATS an amount of $20,000 per
month,  plus a share of net profits  above  $350,000 per annum.  This  agreement
expires on December 31, 2004.


                                      F-31
<PAGE>

NOTE 20.  QUARTERLY INFORMATION (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         Quarters Ended
                                                -----------------------------------------------------------------
                                              September 30,  December 31,   March 31,      June 30,
                                                   2003         2003          2004           2004         Total
                                                ---------     ---------     ---------     ---------     ---------
<S>                                            <C>           <C>           <C>           <C>           <C>
         Revenues                              $  886,895    $  588,796    $  357,545    $  534,227    $2,367,463
         Income  from continuing operations       434,529       347,080        88,595       159,901     1,030,015
         Net income                               434,529       347,080        88,595       132,319     1,002,523
         Net  income per share - basic and
            diluted                                  0.05          0.04          0.01          0.02          0.12
         Weighted average common stock
            outstanding - basic and diluted     8,482,469     8,582,839     8,630,513     8,659,799     8,575,579
</TABLE>

During Fiscal 2004, the Company issued 180,000 shares of Common Stock,  pursuant
to the Exercise of Stock Options. The price received for such option ranged from
$0.16 to $1.03. Total consideration received by the Company was $126,450.

                                      F-32
<PAGE>


ITEM 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

None.

ITEM 9A. Controls and Procedures

We maintain  disclosure  controls and procedures that are designed to ensure (1)
that information required to be disclosed by us in the reports we file or submit
under the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), is
recorded, processed,  summarized, and reported within the time periods specified
in the Securities  and Exchange  Commission's  ("SEC") rules and forms,  and (2)
that  this  information  is  accumulated  and  communicated  to our  management,
including  our  Chief  Executive  Officer  and  Chief  Financial   Officer,   as
appropriate,  to  allow  timely  decisions  regarding  required  disclosure.  In
designing and  evaluating  the disclosure  controls and  procedures,  management
recognizes  that any controls and  procedures,  no matter how well  designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives,  and  management  necessarily  was required to apply its judgment in
evaluating the cost benefit relationship of possible controls and procedures.

Prior to the filing date of this annual report, under the supervision and review
of our Chief  Executive  Officer and Chief  Financial  Officer,  we conducted an
evaluation of the  effectiveness  of the design and operation of our  disclosure
controls  and  procedures  as of the end of the period  covered by this  report.
Based on that  evaluation,  our Chief Executive  Officer and our Chief Financial
Officer have concluded that our disclosure controls and procedures are effective
in  alerting  them in a timely  manner  to  material  information  regarding  us
(including our consolidated subsidiaries) that is required to be included in our
periodic reports to the SEC.

In addition,  there have been no significant changes in our internal controls or
in other  factors  that could  significantly  affect  those  controls  since our
evaluation.  We cannot  assure  you,  however,  that our  system  of  disclosure
controls and  procedures  will always  achieve its stated goals under all future
conditions, no matter how remote.

ITEM 9B. Other Information

None.


                                      -15-
<PAGE>

PART III.

Item 10. Directors and Executive Officers

Directors and Executive Officers

Our  directors  and our  executive  officers and the  executive  officers of our
subsidiaries, their ages and present position are as follows:

<TABLE>
<CAPTION>
                    Name                       Age                             Positions
                    ----                       ---                             ---------
<S>                                             <C>        <C>
     Michael Levy......................         58         Chairman of the Board
     Clive Kabatznik...................         47         Vice Chairman of the Board, Chief Executive Officer,
                                                           President and Chief Financial Officer
     Cornelius J. Roodt................         45         Director
     Joseph Weil.......................         49         Director
     John Grippo.......................         48         Director
</TABLE>

Michael  Levy is our  co-founder  and has  served  as  Chairman  of our Board of
Directors  since our inception in 1995.  Since 1987, Mr. Levy has been the Chief
Executive  Officer  and  Chairman of the Board of Arpac  L.P.,  a  Chicago-based
manufacturer of plastic packaging machinery.

Clive Kabatznik is our co-founder and has served as a director and our President
since inception in 1995 and as our Vice Chairman,  Chief  Executive  Officer and
Chief  Financial  Officer  since  October  1995.  Mr.  Kabatznik  has  served as
President of Colonial  Capital,  Inc. a Miami-based  investment  banking company
that  specializes  in  advising  middle  market  companies  in areas  concerning
mergers, acquisitions, private and public agency funding and debt placements.

Cornelius  J.  Roodt has  served as a member  of our  Board of  Directors  since
December 1996 and was appointed Managing Director and Chief Financial Officer of
one of our subsidiaries, First South African Holdings (Pty.) Ltd., in July 1996.
Mr. Roodt was responsible for overseeing all of the South African  operations of
First  South  African  Holdings  (Pty.) Ltd.  Mr.  Roodt led the buyout of First
Lifestyle Holdings and he is currently Chief Executive of the successor company,
First Lifestyle Holdings, (Pty) Ltd. He is no longer an executive officer of any
of our  subsidiaries.  From February  1994 to June 1996,  Mr. Roodt was a senior
partner at Price Waterhouse  Corporate Finance,  South Africa. From January 1991
to January 1994, he was an audit partner at Price Waterhouse, South Africa.

Joseph Weil has served as a member of our Board of Directors  since 2002 and has
served as the President and Chief Executive  Officer of Joseph Weil & Sons, Inc.
since 1985. Joseph Weil & Sons is an independent  wholesale distributor of paper
products,  packaging  supplies  and  equipment,  sanitary  products,  janitorial
supplies and equipment,  as well as food service products and office  equipment.
He also  serves as an  active  member of many  business  associations  including
Afflink  Worldwide  Trade  Group,  which he serves as  Chairman  of the Board of
Directors.  Since 1996,  he has also served as an Executive  Board Member of the
Greater Illinois chapter of the National Multiple Sclerosis Society.

John Grippo, has served as a member of our Board of Directors since 2004 and has
been the president of his own financial management  practice,  John Grippo, Inc.
since 2000. His firm provides  services as Chief  Financial  Officer to small to
mid-sized  public  and  private   companies  and  also  provides  other  related

                                      -16-
<PAGE>

accounting and consulting services.  Prior to that, Mr. Grippo served as for ten
years as a Chief  Financial  Officer to  companies in the  housewares,  electric
vehicles  and  financial  services  industries.  He worked  for five years as an
auditor with Arthur Andersen, LLP, followed by seven years in various accounting
positions in the  financial  services  industry.  He is a member of the New York
Society of Certified Public  Accountants and the American Institute of Certified
Public Accountants.

All of our directors hold office until their respective  successors are elected,
or until death,  resignation or removal.  Officers hold office until the meeting
of the Board of Directors  following  each Annual  Meeting of  Stockholders  and
until their successors have been chosen and qualified.

Audit Committee of the Board of Directors

Our Board of Directors has a separate audit  committee,.  The audit committee is
composed of Michael Levy,  John Grippo and Cornelius J. Roodt,  each of whom are
independent directors as defined in Rule 10A-3 of the Securities Exchange Act of
1934. The Board of Directors has  determined  that Mr. Roodt meets the standards
of an audit committee "financial expert" as defined by the Sarbanes Oxley Act of
2002.

Compliance with Section 16(a) of the Exchange Act.

Section  16(a) of the  Securities  Exchange Act of 1934  requires our  executive
officers and directors,  and persons who  beneficially  own more than 10% of our
common  stock,  to file initial  reports of ownership  and reports of changes of
ownership  with the  Securities  and Exchange  Commission  and furnish copies of
those  reports  to us.  Based  solely on a review of the  copies of the  reports
furnished  to us to  date,  or  written  representations  that no  reports  were
required,  we believe that all reports required to be filed by such persons with
respect to our fiscal year ended June 30, 2004 were timely made.

Code of Ethics

The Company's  Board of Directors  adopted a Code of Ethics which applies to all
of the Company's directors, executive officers and employees. A copy of the Code
of Ethics is  available  upon  request  to the  Company's  counsel  at Jenkens &
Gilchrist Parker Chapin,  LLP,  Chrysler  Building,  405 Lexington  Avenue,  9th
Floor, New York, NY 10174.

Item 11.      Executive Compensation

The following summary  compensation table sets forth the aggregate  compensation
we paid or accrued to our Chief Executive  Officer during the fiscal years ended
June 30, 2002,  June 30, 2003 and June 30, 2004.  Apart from our Chief Executive
Officer, whose annual salary is $315,000,  none of our executive officers of any
of our  subsidiaries  received  compensation  in excess of  $100,000  during the
fiscal year ended June 30, 2004.


                                      -17-
<PAGE>

                           Summary Compensation Table
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                            Annual Compensation                                 Long Term Compensation
                                           --------------------                           --------------------------------
Name and                     Fiscal        Salary         Bonus         Other Annual       Restricted       Securities
Principal Position           Year                                       Compensation      Stock Awards      Underlying
                             Ended                                                                         Stock Options
                            June 30,
-----------------------------------------------------  -------------------------------------------------  ----------------
                                              $             $
<S>                           <C>            <C>              <C>         <C>            <C>              <C>
Clive Kabatznik,              2004           315,000          0                ---              ---            5,000
President and Chief           2003           315,000          0                ---              ---            5,000
Executive Officer             2002           315,000          0                ---              ---            5,000
</TABLE>

The  options  granted to Mr.  Kabatznik  during  fiscal year ended June 30, 2004
represent:

         o        ... an option  granted  under our 1995  Stock  Option  Plan to
                  purchase 5,000 shares of our common stock,  which is currently
                  exercisable at an exercise price of $1.61 per share;


The  options  granted to Mr.  Kabatznik  during  fiscal year ended June 30, 2003
represent:

         o        ... an option  granted  under our 1995  Stock  Option  Plan to
                  purchase 5,000 shares of our common stock,  which is currently
                  exercisable at an exercise price of $0.16 per share;


The  options  granted to Mr.  Kabatznik  during  fiscal year ended June 30, 2002
represent:

         o        ... an option  granted  under our 1995  Stock  Option  Plan to
                  purchase 5,000 shares of our common stock,  which is currently
                  exercisable at an exercise price of $0.42 per share;


                                      -18-
<PAGE>
Options Granted in Fiscal 2004

         The  following  table  sets forth the  details  of options to  purchase
common stock we granted to our executive  officers during fiscal year ended June
30, 2004,  including  the potential  realized  value over the 5 year term of the
option based on assumed rates of stock  appreciation  of 5% and 10%,  compounded
annually.  These  assumed  rates of  appreciation  comply  with the rules of the
Securities  and Exchange  Commission and do not represent our estimate of future
stock price.  Actual gains, if any, on stock option  exercises will be dependent
on the  future  performance  of our common  stock.  Each  option is  immediately
exercisable.

<TABLE>
<CAPTION>
                                                     Options Granted
                                                     ---------------
                                                                                                   Potential Realizable
                              Number of      Percent of Total       Per       Expiration Date     Value at Assumed Annual
Name                         Securities             to             Share                             Rate of Stock Price
                             Underlying        Employees in       Exercise                             Appreciation
                               Options         Fiscal Year         Price                             For Option Term
---------------------------------------------------------------------------------------------------------------------------
                                                                                                       5%            10%
                                                                                                       --            ---
<S>                                 <C>                   <C>         <C>      <C>                  <C>             <C>
Clive Kabatznik                     5,000                 100%        $1.61    December 18,         $10,250         $13,000
                                                                                   2008
</TABLE>

Aggregated  Option  Exercises  In Last  Fiscal Year And Fiscal  Year-End  Option
Values

         During the fiscal year ended June 30, 2004 no options were exercised by
our executive  officers.  The following table sets forth the number of shares of
our common  stock  underlying  unexercised  stock  options  granted by us to our
executive officers and the value of those options at June 30, 2004. The value of
each  option is based on the  positive  difference,  if any,  of the closing bid
price for our common  stock on the Nasdaq  National  Market on June 30,  2004 or
$0.72, over the exercise price of the option.

<TABLE>
<CAPTION>
                                  Number of Securities Underlying       Value of Unexercised In the Money
                                      Unexercised Options at               Options at Fiscal Year-End
                                          Fiscal Year-End
                                ------------------------------------  --------------------------------------
Name of Executive Officer         Exercisable       Unexercisable       Exercisable       Unexercisable
------------------------------- ----------------- ------------------  ---------------- ---------------------
<S>                                  <C>             <C>              <C>                 <C>
Clive Kabatznik                      475,000                  -            $3,600           $-
</TABLE>

Director Compensation

Except for Mr. Levy, our directors do not receive fixed  compensation  for their
services as directors other than options to purchase 10,000 shares of our common
stock granted to each non-employee director and options to purchase 5,000 shares
of our common stock  granted to each  director who is an employee,  in each case
under our 1995 Stock Option Plan. Mr. Levy receives an annual  consulting fee of
$60,000  and  options to purchase  10,000  shares of our common  stock per year,
solely in  connection  with his  service as a member of our Board of  Directors.
Directors are reimbursed for their reasonable out-of-pocket expenses incurred in
connection with their duties.

Employment Agreements

On April 12, 2000,  the  Company's  Board of  Directors  approved an Amended and
Restated Employment Agreement with Clive Kabatznik (the "Employment Agreement").
Pursuant to the  Employment  Agreement,  Mr.  Kabatznik  will serve as the Chief
Executive  Officer,  President  and  Chief  Financial  Officer

                                      -19-
<PAGE>

of the Company  beginning as of April 1, 2000 and  continuing  through and until
March 31, 2005. As compensation for his services,  Mr. Kabatznik will receive an
annual base salary of $300,000 (with five percent  increases each year),  and an
annual  bonus of five  percent  of net  realized  capital  gains  upon the sale,
liquidation or distribution by the Company of any Portfolio  Company (as defined
in the Employment  Agreement).  A Portfolio  Company does not include any of the
South African entities currently owned by the Company.  In the event of a Change
in Control (as defined in the Employment  Agreement),  Mr. Kabatznik may also be
entitled to a payment of five percent of any net unrealized capital gains on any
Portfolio  Company,  which gains may, at the option of the  Company,  be paid in
cash, stock of the Portfolio Company or any combination of the foregoing.

On November 30, 2000, Fantasy Sports Inc. entered into Employment Agreement with
Gregory S.  Liegey (the  "Employment  Agreement").  Pursuant  to the  Employment
Agreement,  Mr. Liegey served as the Chief Executive Officer,  of Fantasy Sports
Inc. beginning as of November 30, 2000 and continuing through and until November
30, 2003. This agreement was not renewed upon its termination.

Stock Option Plan

Our Board of Directors  has adopted and our  shareholders,  prior to our initial
public offering, approved our 1995 Stock Option Plan. Our 1995 Stock Option Plan
provides for the grant of:


o    options that are intended to qualify as incentive  stock options within the
     meaning  of  Section  422 of the  Internal  Revenue  Code  of  1986  to key
     employees; and

o    options  not  intended  to so  qualify  to  key  employees,  including  our
     directors  and  officers,  and to  directors  and  consultants  who are not
     employees.

The total number of shares of our common stock for which  options may be granted
under our 1995 Stock Option Plan is 850,000 shares.

Our 1995 Stock Option Plan is administered by the compensation  committee of our
Board of  Directors.  The  compensation  committee  will  determine the terms of
options exercised, including the exercise price, the number of shares subject to
the option and the terms and conditions of exercise. No option granted under our
1995 Stock Option Plan is transferable by the optionee other than by will or the
laws of descent  and  distribution  and each  option is  exercisable  during the
lifetime of the optionee only by such optionee or his legal representatives.

The exercise  price of incentive  stock under our 1995 Stock Option Plan must be
at least  equal to 100% of the fair  market  value of such shares on the date of
grant,  or 110% of fair market  value in the case of an optionee  who owns or is
deemed  to own  stock  possessing  more  than 10% of the  voting  rights  of our
outstanding  capital  stock.  The term of each option will be established by the
compensation  committee,  in its sole discretion.  However, the maximum term for
each  incentive  stock  option  granted  under our 1995 Stock Option Plan is ten
years,  or five  years in the case of an  optionee  who owns or is deemed to own
stock  possessing  more  than  10% of the  total  combined  voting  power of our
outstanding capital stock.  Options will become exercisable at such times and in
such  installments  as the  compensation  committee will provide in the terms of
each  individual  option.  The maximum number of shares for which options may be
granted to any individual in any fiscal year is 210,000.

Our 1995 Stock Option Plan also  contains an automatic  option grant program for
our directors.  Each of our non-employee  directors is automatically  granted an
option to  purchase  10,000  shares of our common  stock  following  each annual
meeting  of  shareholders.  In  addition,  each  of our  employee  directors  is
automatically  granted an option to purchase  5,000  shares of our common  stock
following each annual meeting of shareholders.  Each grant has an exercise price
per share  equal to the fair market  value of the our common

                                      -20-
<PAGE>

stock on the grant date, is immediately exercisable and has a term of five years
measured from the grant date,  subject to earlier  termination  if an optionee's
service as a Board member is terminated for cause.

Through  September 28, 2004, we have granted options to purchase  310,000 shares
of our common stock under our 1995 Stock Option Plan, 150,000 of which have been
exercised.

Non-Plan Stock Options

We have granted  non-plan stock options to purchase 575,000 shares of our common
stock at a weighted  exercise price of $4.40 per share and 433,333  options at a
weighted  exercise price of $4.10 per share which expired  unexercised in August
2004.

Compensation Committee Interlocks and Insider Participation

None of the members of our  compensation  committee of our Board of Directors is
now or ever has been one of our  officers or  employees.  None of our  executive
officers serves as a member of the board of directors or compensation  committee
of any entity that has one or more  executive  officers  serving on our Board of
Directors or our compensation committee.

Item 12.      Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of August 31, 2003, certain information as to
the beneficial ownership of the our common stock by:

         o        each person  known by us to own more than five percent (5%) of
                  our outstanding shares;

         o        each of our directors;

         o        each  of  our   executive   officers   named  in  the  Summary
                  Compensation Table under "Executive Compensation"; and

         o        all of our directors and executive officers as a group.

<TABLE>
<CAPTION>
                                      Amount and Nature of Beneficial
                                                 Ownership (1)
                                       --------------------------------            Percentage      Percentage of
         Name and Address of            Common Stock       Class B                      of            Voting
         Beneficial Shareholder                            Common                  Ownership          Power
                                                          Stock (2)                   (1)(3)           (1)(3)
         ----------------------------- --------------- ----------------- ------ -- ------------- -------------------
<S>                                       <C>             <C>                          <C>             <C>
         Michael Levy                     96,000(4)       686,025(5)                   9.0%            28.9%
         9511 West River Street
         Schiller Park, IL 60176

         Clive Kabatznik                 654,400(6)        190,000                     9.7%            13.2%
         6100 Glades Road
         Suite 305
         Boca Raton, FL 33434

         Cornelius J. Roodt              115,000(7)           0                        1.3%             0.9%
         P.O. Box 4001
         Kempton Park
         South Africa

         American Stock Transfer         88,907(8)        95,888(8)                    2.1%             4.7%
            & Trust Company
</TABLE>

                                      -21-
<PAGE>
<TABLE>
<CAPTION>
                                      Amount and Nature of Beneficial
                                                 Ownership (1)
                                       --------------------------------            Percentage      Percentage of
         Name and Address of            Common Stock       Class B                      of            Voting
         Beneficial Shareholder                            Common                  Ownership          Power
                                                          Stock (2)                   (1)(3)           (1)(3)
         ----------------------------- --------------- ----------------- ------ -- ------------- -------------------
<S>                                       <C>             <C>                          <C>             <C>
         6201 15th Avenue
         Brooklyn, New York 11219

         Joseph Weil                     10,000(9)            0                         *                *
         6100 Glades Road
         Suite 305
         Boca Raton, Florida 33434

         John Grippo                     25,000(10)           0                         *                *
         6100 Glades Road
         Suite 305
         Boca Raton, Florida 33434

         All executive officers and     989,307(11)        876,025                    21.4%            44.0%
         directors as a group (5
         persons)
</TABLE>

* Less than 1%.
(1)      Beneficial  ownership is calculated in accordance with Rule 13d-3 under
         the Securities  Exchange Act of 1934.  Shares subject to stock options,
         for purposes of this table, are considered  beneficially  owned only to
         the extent  currently  exercisable or exercisable  within 60 days after
         August 31, 2002.

(2)      Except as  otherwise  indicated,  each of the  parties  listed has sole
         voting  and  investment  power  with  respect  to all shares of Class B
         common stock indicated above.

(3)      For the purposes of this calculation,  our common stock and our Class B
         common stock are treated as a single class of common stock. Our Class B
         common  stock is entitled  to five votes per share,  whereas our common
         stock is entitled to one vote per share.

(4)      Includes  50,000  shares of our common stock  issuable upon exercise of
         options that are immediately exercisable.

(5)      Includes (i) 590,137 shares of our Class B common stock and (ii) 95,888
         shares  of our  Class B  common  stock  issued  to the  American  Stock
         Transfer & Trust Company pursuant to the terms of an escrow  agreement,
         which  shares  correspond  to a like  number of  shares of First  South
         African  Holdings (Pty.) Ltd. Class B stock.  American Stock Transfer &
         Trust  Company  has  granted  to Mr.  Levy a proxy to vote each of such
         shares of our Class B common stock.

(6)      Includes  475,000  shares of our common stock issuable upon exercise of
         options that are immediately exercisable.

(7)      Includes  115,000  shares of our common stock issuable upon exercise of
         options that are immediately exercisable.

(8)      Based solely upon  information  contained in a Schedule 13G,  Amendment
         No.  1,  dated   12/31/99   filed  with  the  Securities  and  Exchange
         Commission.  All shares are held as escrow  agent  pursuant  to various
         escrow  agreements.  American  Stock  Transfer & Trust  Company holds a
         proxy to vote the shares of common stock. Michael Levy holds a proxy to
         vote the shares of Class B Common Stock.

                                      -22-
<PAGE>

(9)      Includes  10,000 shares of our common stock  issuable upon the exercise
         of options that are immediately exercisable.

(10)     Includes  25,000  shares  issuable  upon  exercise of options  that are
         immediately exercisable.

(11)     Includes  675,000  shares  issuable  upon  exercise of options that are
         immediately exercisable.


Equity Compensation Plan Information

The following  table  contains a summary of the number of shares of Common Stock
of the Company to be issued upon the  exercise of options,  warrants  and rights
outstanding  at June 30, 2004,  the  weighted  average  exercise  price of those
outstanding options, warrants and rights, and the number of additional shares of
Common Stock remaining  available for future issuance under the plans as at June
30, 2004.

                      Equity Compensation Plan Information
<TABLE>
<CAPTION>
------------------------------- ---------------------------- ---------------------------- ----------------------------
Plan Category                   Number of securities to be   Weighted average exercise    Number of securities
                                issued upon exercise of      price of outstanding         remaining available for
                                outstanding options,         options, warrants and        further issuance
                                warrants and rights          rights
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                                       <C>                           <C>                         <C>
Equity compensation plans
approved by shareholders*                 310,000                       $1.32                       390,000
------------------------------- ---------------------------- ---------------------------- ----------------------------
Equity compensation plan not              575,000                       $4.40                         NA
approved by shareholders**
------------------------------- ---------------------------- ---------------------------- ----------------------------
Equity compensation plan not              433,333***                    $4.10                         NA
approved by shareholders**
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>

*    See Description Note 16 to the Financial Statements
**   These options were granted pursuant to various employment agreements
***  These Options expired Unexercised on August 16th, 2004


                                      -23-
<PAGE>

Item 13. Certain Relationships and Related Transactions

Not applicable.

Item 14. Principal  Accountant Fees and Services

         Audit Fees

         Audit fees billed to the  Company by Rachlin  Cohen & Holtz LLP for its
audit of the Company's financial  statements and for its review of the financial
statements  included in the Company's  Quarterly Reports on Form 10-Q filed with
the  Securities and Exchange  Commission  for 2004 and 2003 totaled  $44,061 and
$67,832, respectively.

         Tax Fees

         Tax fees billed to the Company by Rachlin Cohen & Holtz LLP for its tax
returns for the fiscal year 2004 and 2003 were $0, and $ 4,000, respectively.

         Other Fees

         No other fees were billed to the  Company by Rachlin  Cohen & Holtz LLP
for all other  non-audit or tax services  rendered to the Company for the fiscal
year 2004 and 2003, respectively.

         Audit Committee Pre-Approval Policies

         The Audit  Committee  has  adopted  a  procedure  under  which all fees
charged  by  Rachlin  Cohen  &  Holtz  LLP  must be  pre-approved  by the  Audit
Committee, subject to certain permitted statutory de minimus exceptions.

                                      -24-
<PAGE>

                                     Part IV

Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)     EXHIBIT INDEX



  Exhibit Number       Description

         3.1      Memorandum of Association of the Registrant(2)
         3.2      Bye-Laws of the Registrant(2)
         4.3      Indenture  dated April 25, 1997  between  the  Registrant  and
                  American Stock Transfer & Trust Company(1)
         4.6      Stock Option Agreement(3)
         10.2     Form of FSAH Escrow Agreement(2)
         10.3     Form of First  Amended and  Restated  Employment  Agreement of
                  Clive Kabatznik(2)
         10.4     Form of FSAM Management Agreement(2)
         10.5     Form of Consulting Agreement with Michael Levy(2)
         10.6     1995 Stock Option Plan(2)
         10.7     Asset  purchase  agreement  by and among  First  South  Africa
                  Holdings PTY Ltd. and minority shareholders of First Lifestyle
                  Holdings,  Ltd.,  Ethos Private  Equity,  Cornelius  Roodt and
                  certain  other  purchasers  and  the  Company,   dated  as  of
                  September 24, 2000(4)
         10.8     Fantasy  Sports  Asset  Acquisition   Agreement  dated  as  of
                  November 17, 2000(5)
         10.9     Agreement between Sports Team Analysis and Tracking Systems of
                  Missouri, Inc. and Fantasy Sports Enterprises dated October 7,
                  2002(6)
         10.10    Amendment  to Agreement  dated July 21, 2003  between  Fantasy
                  Sports Enterprises, Inc. and Sports Team Analysis and Tracking
                  Systems of Missouri, Inc.(6)
         21.1     Subsidiaries of the Registrant(6)
         23.1     Consent of Rachlin Cohen and Holtz(6)
         31.1     Certificate  Pursuant to Section 302 of the Sarbanes Oxley Act
                  of 2002(6)
         32.1     Certification  Pursuant  to 18  U.S.C.  Section  1350  adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(6)
----------
(1)      Incorporated  by reference is the  Registrant's  Current Report on Form
         8-K, Exhibit 4.1 (filed on September 10, 1997).
(2)      Incorporated by reference is the Registrant's Registration Statement on
         Form S-1 (No. 33-99180) (filed on November 9, 1995), as amended on Form
         S-1/A No. 1, Form S-1/A No. 2, Form S-1/A No. 3 (filed on December  27,
         1995,  January 16, 1996 and January 24,  1996,  respectively)  and Form
         10-Q for the fiscal quarter ended March 31, 2000.
(3)      Incorporated by reference is the Registrant's Registration Statement on
         Form S-1 (No. 333-33561) (filed on August 13, 1997), as amended on Form
         S-1/A No. 1, Form S-1/A No. 2 and For S-1/A No. 3 (filed on December 9,
         1997 , January 22, 1998 and February 11, 1998, respectively).
(4)      Incorporated  by reference to the Company's  current report on Form 8-K
         filed with the Commission on October 12, 2000.
(5)      Incorporated  by reference to the Company's  current report on Form 8-K
         filed with the Commission on December 1, 2000.
(6)      Filed herewith.

                                      -25-
<PAGE>


         1.  Financial Statements

         The following financial statements are included as required to be filed
by Item 8:

Silverstar Holdings, Ltd.

         Report of independent Certified Public Accountant
         Consolidated Balance Sheets at June 30, 2004 and 2003
         Consolidated  Statements  of  Operations  for the years  ended June 30,
         2004, 2003 and 2002
         Consolidated  Statements  of Cash  Flows for the years  ended  June 30,
         2004, 2003 and 2002
         Consolidated  Statement of  Consolidated  statements  of  stockholders'
         equity and  Comprehensive  loss for the years ended June 30, 2002, 2003
         and 2004
         Notes to the Consolidated Financial Statements for the years ended June
         30, 2004, 2003, and 2002

         2.  Financial Statement Schedules:

         All  schedules  have been  omitted  since the required  information  is
included in the consolidated financial statements or notes thereto.

(b)     Reports on Form 8-K

        None.


                                      -26-
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) 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 in the City of Boca
Raton, State of Florida, on the 28th day of September, 2004.

                                     SILVERSTAR HOLDINGS, LTD.


                                     BY:/s/ Clive Kabatznik
                                        ----------------------------------------
                                        Clive Kabatznik
                                        President


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the  following  persons on behalf of the  registrant in
the capacities and on the date indicated.

<TABLE>
<CAPTION>
Signature                          Title                                        Date

<S>                                <C>                                          <C>
/s/ Michael Levy                   Chairman of the Board of Directors           September 28, 2004
------------------------------
Michael Levy


/s/ Clive Kabatznik                President, Vice Chairman, Chief              September 28, 2004
------------------------------     Executive Officer, Chief
Clive Kabatznik                    Financial Officer, Director and
                                   Controller


/s/ Cornelius Roodt                Director                                     September 28, 2004
------------------------------
Cornelius Roodt


/s/ Joseph Weil                    Director                                     September 28, 2004
------------------------------
Joseph Weil


/s/ John Grippo                    Director                                     September 28, 2004
------------------------------
John Grippo
</TABLE>


<PAGE>


                                  EXHIBIT INDEX


  EXHIBIT NUMBER      DESCRIPTION
  --------------      -----------

         3.1          Memorandum of Association of the Registrant(2)
         3.2          Bye-Laws of the Registrant(2)
         4.3          Indenture  dated April 25, 1997  between the  Registrant
                      and American  Stock  Transfer & Trust Company(1)
         4.6          Stock Option Agreement(3)
         10.2         Form of FSAH Escrow Agreement(2)
         10.3         Form of First Amended and Restated Employment Agreement
                      of Clive Kabatznik(2)
         10.4         Form of FSAM Management Agreement(2)
         10.5         Form of Consulting Agreement with Michael Levy(2)
         10.6         1995 Stock Option Plan(2)
         10.7         Asset purchase  agreement by and among First South Africa
                      Holdings PTY Ltd. and minority shareholders of First
                      Lifestyle  Holdings, Ltd., Ethos Private Equity, Cornelius
                      Roodt and certain other purchasers and the Company, dated
                      as of September 24, 2000(4)
         10.8         Fantasy Sports Asset Acquisition Agreement dated as of
                      November 17, 2000(5)
         10.9         Agreement  between  Sports Team  Analysis  and  Tracking
                      Systems of Missouri, Inc. and Fantasy Sports Enterprises
                      dated October 7, 2002(6)
         10.10        Amendment to Agreement dated July 21, 2003 between Fantasy
                      Sports  Enterprises,  Inc. and Sports Team Analysis and
                      Tracking Systems of Missouri, Inc.(6)
         21.1         Subsidiaries of the Registrant(6)
         23.1         Consent of Rachlin Cohen and Holtz(6)
         31.1         Certificate Pursuant to Section 302 of the Sarbanes Oxley
                      Act of 2002(6)
         32.1         Certification Pursuant to 18 U.S.C. Section 1350 adopted
                      pursuant to Section 906 of the Sarbanes-Oxley Act of
                      2002(6)
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(1)      Incorporated  by reference is the  Registrant's  Current Report on Form
         8-K, Exhibit 4.1 (filed on September 10, 1997).
(2)      Incorporated by reference is the Registrant's Registration Statement on
         Form S-1 (No. 33-99180) (filed on November 9, 1995), as amended on Form
         S-1/A No. 1, Form S-1/A No. 2, Form S-1/A No. 3 (filed on December  27,
         1995,  January 16, 1996 and January 24,  1996,  respectively)  and Form
         10-Q for the fiscal quarter ended March 31, 2000.
(3)      Incorporated by reference is the Registrant's Registration Statement on
         Form S-1 (No. 333-33561) (filed on August 13, 1997), as amended on Form
         S-1/A No. 1, Form S-1/A No. 2 and For S-1/A No. 3 (filed on December 9,
         1997 , January 22, 1998 and February 11, 1998, respectively).
(4)      Incorporated  by reference to the Company's  current report on Form 8-K
         filed with the Commission on October 12, 2000.
(5)      Incorporated  by reference to the Company's  current report on Form 8-K
         filed with the Commission on December 1, 2000.
(6)      Filed herewith.