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

FORM 10-K/A

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

For the fiscal year
ended June 30, 2006

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 if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes     No

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

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   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 a large accelerated filer, an accelerated filer, or a non-accelerated filer.
See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act. Check one: Large accelerated filer   Accelerated filer 
Non-accelerated filer

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

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 $10,230,204.

As of September 14, 2006, there were
8,327,197 shares of the Registrants Common Stock outstanding and 814,786 shares of
the Registrants Class B Common Stock outstanding.



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# EXPLANATORY NOTE

The purpose of this Amendment No. 1
to our Form 10-K is to correct the Officer Certification filed as Exhibit 32.1 which
inadvertently identified the Form 10-K for the year ended June 30, 2004 instead of the
Form 10-K for the year ended June 30, 2006 at the time it was filed with the original
Form 10-K on September 28, 2006.  The Company is filing as exhibits to this Form 10-K/A
the certifications under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.  Except
for the amendments described above, this Form 10-K/A does not modify or update the
disclosures, in, or exhibits to, the Form 10-K.



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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 3rd day of October, 2006.

| | 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.

|Signature                               | Title                                                                                                                                                       | Date           
|--------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------
|                                       
|/s/ Michael Levy___________________     | Chairman of the Board of Directors                                                                                                                          | October 3, 2006
|Michael Levy                           
|                                       
|/s/ Clive Kabatznik___________________  | President, Vice Chairman, Chief Executive
Officer, Chief Financial Officer, Director and Controller (Principal Executive, Financial and Accounting Officer) | October 3, 2006
|Clive Kabatznik                         |                                                                                                                                                            
|                                       
|___________________                     | Director                                                                                                                                                    |                
|Cornelius Roodt                        
|                                       
|/s/ Douglas Brisotti___________________ | Director                                                                                                                                                    | October 3, 2006
|Douglas Brisotti                       
|                                       
|/s/ John Grippo___________________      | Director                                                                                                                                                    | October 3, 2006
|John Grippo