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, 2002

                                       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, $.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. [ ]

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates  of the  Registrant.  The  aggregate  market  value  shall be
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 a specified  date within 60
days prior to the date of filing.  (See  definition of affiliate in Rule 405, 17
CFR 230.405).

The  aggregate   market  value  of  the   Registrant's   Common  Stock  held  by
non-affiliates of the Registrant as of September 13, 2002, was $1,273,810.

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, 2002, there were 8,001,310 shares of the Registrant's Common
Stock  outstanding and 946,589 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,   fantasystockcar.com,   and
fantasynhra.com  websites and specializes in subscription based NASCAR,  college
football and basketball  and other fantasy sports games.  We are also the parent
company of Student Sports,  Inc. which publishes  Student Sports Magazine,  owns
and  produces  "Inside Cal Hi Sports - Bay Area"  television  program,  owns and
operates   Area  Code   Baseball   and  operates   the   Studentsports.com   and
packwestfootball.com web sites. Student Sports specializes in media products and
marketing  programs  focusing on the high school athletic market.  We are also a
shareholder  in  Magnolia  Broadband  Wireless,   a  startup  company  which  is
developing wireless broadband products.

HISTORY

We were founded in September 1995 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. As a result of these changes and
developments,  we have  reestablished  our  investment  criteria.  Our  strategy
focuses on:

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.

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, golf and
other  motor sport  fantasy  games.  All the  company's  games offer  weekly and
seasonal cash and merchandise prizes.

Currently,  the Company has over 30,000 participants paying for its Spring, Fall
and One Race NASCAR  challenges,  as well as the fantasy  college  football  and
basketball  challenges and our other games. Our NASCAR games currently  generate
over 72% of our subscriber 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 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.


                                      -2-

<PAGE>

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 Winston Cup Series races,
have  made  this one of  America's  most  popular  sports.  This  trend has been
strengthened in 2001 with the first national television network broadcast of the
Winston Cup Series.  The death of Dale  Earnhardt has generated  further  public
interest  in the  sport and does not seem to have had a  negative  impact on the
sport's  popularity.  Fantasy Sports has been operating their NASCAR  challenges
since 1993 and are the dominant company in this market.  Our  spokesperson,  Ned
Jarrett,  a well-known  NASCAR  personality,  lends  credibility and wide public
acceptance  to  our  games.  Mr.  Jarrett  appears  in our  numerous  television
commercials  as  well  as on  the  cover  of our  rulebook  and  his  reputation
personifies  the quality and integrity of our games.  In addition,  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.   Our
state-of-the-art in-house call center offers live, high quality customer service
to our participants.

Since 1997, Fantasy Sports has operated a full season college football challenge
game,  which accounts for  approximately  6% of our 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. In 2002, we
developed and operated the only National Hotrod Association (NHRA) fantasy game.
In addition,  we developed  and operated the official Open  Championship  Online
Golf Game for the 2002 British Open. To date,  these games have yet to develop a
significant  customer base. We have developed a retail business that specializes
in the sale of NASCAR related die-cast cars, apparel and other merchandise. This
retail  operation  commenced  business in May 2001 and  currently  accounts  for
approximately  22% of our business.  In July,  2001 we entered into an agreement
with TWI Interactive,  Inc. (TWIi),  the online arm of International  Management
Group (IMG),  the world's  largest  sports  marketing  firm.  The  agreement was
designed  to aid  us in our  goal  to  establish  Fantasy  Sports,  Inc.  as the
premiere,   independent,   subscription  based  fantasy  sports  games  provider
worldwide.  Under the agreement,  TWIi and  affiliates of IMG provide  exclusive
representation  and  services  across a broad  spectrum of its sports  marketing
activities.  The agreement also provides for TWIi to receive a 4-year warrant to
acquire up to 5% of the currently  outstanding shares of Fantasy Sports, Inc. In
June 2002, we terminated this agreement.

We are  currently  seeking  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, however, we have not yet entered into any such agreements.

STUDENT SPORTS, INC.

Student  Sports offers unique access to the high school  athletic  market across
multimedia  platforms.  The company's primary thrust has been to offer marketing
services  to  large   corporations   interested   in   accessing   this  market.
Additionally, the company is also working 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.

The company's media platforms are as follows:

PUBLISHING DIVISION

The  publishing  division  can be  divided  into two  areas:  General  Media and
Specialized Recruiting Information.


                                      -3-

<PAGE>

General  Media:  For the past ten years,  the  company  has  published a monthly
national  magazine called Student Sports.  It currently has 13,200  subscribers,
the  majority of whom pay $19.95 a year.  In addition,  the company  publishes a
California  high  school  sports  almanac,  charging  $15 a copy,  with sales of
approximately  5,000  copies.  The  company  published  a National  high  school
football  annual with The Sporting  News that is sold on  newsstands  at $6.98 a
copy.

Specialized Recruiting Information: Over the past fifteen years, the company has
developed  and  currently  employs a national  scouting  staff of 15. This staff
provides the data for the following  specialized  publications:  A weekly sports
wire to 400 publications  with high school rankings,  ratings and players of the
week in a number of  sports;  a student  sports  football  wire  which  provides
recruiting information to Division 1, 2 and 3 NCAA schools.  Currently it has 73
paying schools at an average  subscription  of $600 per year.  Additionally,  it
puts out a Cal High Sports  weekly  newsletter,  charging $69 per  subscription,
with approximately 250 subscribers.

TELEVISION

Historically, the television division has focused on being a consulting producer
in the  Southern  California  market.  For the past five years,  the company has
produced a "high  school  game of the week" for Fox Sports Net in Los Angeles as
well as a weekly  magazine-style show, "Inside Cal-High Sports" for which it has
won three Emmy awards.  Over the past three years, it has also produced two high
school  all-star  games a year,  which are played in  California  and  broadcast
nationally; California vs. Florida All-Stars and California vs. Texas All-Stars.
Currently,  the company has not renewed its agreement with Fox Sports Net and is
seeking other outlets for its shows in the Los Angeles market. In February 2002,
the company  hired  Robert  Braunstein,  a highly  regarded  high school  sports
broadcaster in the Bay area. Mr. Braunstein,  along with a staff of two, creates
and produces a half-hour weekly show called "Cal-Hi Sports Bay Area" airing this
season  every Sunday  afternoon at 4:30 on KRON 4 and replayed  twice during the
week on Fox Sports Net.

The company  owns the content for the games of the week shown over the past five
years.  In addition,  the division owns extensive video footage of numerous high
school athletes, some of whom have become national figures, such as Emmit Smith,
John Elway and Keyshawn Johnson.

EVENTS

For the past four  years,  the company  has run elite  football  camps for Nike.
Currently,  it runs 12 camps a season,  bring 225 regional football all-stars to
each camp. In addition,  the company  conducts the "Elite 11" quarterback  camp.
This high profile  five-day elite training  school brings  together the top high
school  quarterbacks  in the nation to be coached and mentored by renowned coach
Bob  Johnson,  and a staff of  counselors  made up of some of the elite  college
quarterbacks in the nation. To date, the company has not charged an entrance fee
for these camps.

In April 2002, Student Sports acquired Area Code Baseball.  Area Code has a very
similar  model to the Student  Sports  football  camps and  attracts  over 2,500
leading high school baseball players to regional tryouts throughout the country.
In the 2001 Amateur Draft, 24 former Area Code players were drafted in the first
round.  Area Code runs an All-Star  Tournament  where select players  compete in
California in front of coaches, scouts, agents and a paying audience.

The events division,  on a ad-hoc basis,  organizes and runs unique tournaments,
gatherings  and  marketing  events for its corporate  clients.  The company also
created,  organized  and ran the high school  football game between the nation's
number 1 and number 2 ranked teams.  NFL.com labeled this  nationally  broadcast
game "high school game of the century."


                                      -4-
<PAGE>

INTERNET

The company offers three online destinations. Studentsports.com is a free online
version of the magazine with additional features. Studentsports.com is hosted on
the Citadel  network.  In  addition,  the company  offers a  subscription  based
recruiting information service at Pacwestfootball.com, and CalHiSports.com, also
hosted on the Citadel network.  Presently,  traffic at these sites is relatively
small.

The company is seeking to leverage its various  media  platforms  and access to,
and  creditability  with,  high  school  athletes  into new  subscription  based
products and content based offerings.

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 by 2004,  driven by an  expected  sales  volume of over 1.2
billion handsets that year.

Magnolia  is  developing  technology  to become  one of the first  companies  to
integrate  smart  antenna  technologies  into RF chip  sets  utilized  in mobile
phones.  The  Company's  innovative  chip  sets  are  aimed at  helping  handset
manufacturers  satisfy both of their key  constituencies - consumers and network
operators.  Magnolia's technology aims to: double power efficiency, i.e. battery
life;  decrease  radiation at least twenty times (reducing  health risks);  and,
significantly reduce dropped calls. We believe the technology will be attractive
to network operators because,  if effective,  it will enable them to serve twice
as many  subscribers  with  the  same  infrastructure  and  offer  better,  more
consistent  reception  to users,  many of whom  choose a  carrier  based on this
critical criterion.

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.  We did not
participate in this round,  which was led by Ecentury  Capital  Partners and SCP
Private  Equity.  Currently  we own  13% of  Magnolia  that  may be  reduced  to
approximately 7% on a fully diluted basis including the exercise of all employee
stock options.  Due to recurring losses,  our investment in Magnolia at June 30,
2002, which is now accounted for under the cost method, was $831,066.

EMPLOYEES

Silverstar  Holdings through its US management  subsidiaries  employs three full
time salaried  employees.  Fantasy Sports,  Inc.  currently employs 13 full time
salaried employees and approximately 21 hourly employees.  Student Sports,  Inc.
currently  employs 21 full time salaried  employees and approximately two hourly
employees.

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.


                                      -5-
<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 2009  Industrial
Highway, York,  Pennsylvania,  17402. These offices also contain our call center
and warehouse space and cover approximately 5,000 square feet. The lease is held
on a  month-to-month  basis,  and costs us  approximately  $40,000 per year.  In
addition,  Fantasy  Sports rents 2,400  square feet of warehouse  space in York,
Pennsylvania  under a lease that  expires on  December  31,  2002,  and costs us
approximately $18,225 per year.

Student Sports,  Inc. has its principal executive offices at 2780 Skypark Drive,
Torrance, California 90505. This office space is 4,857 square feet and the lease
expires in March 2003 and costs  approximately  $107,136 per year.  In addition,
Student  Sports  rents  1,490  square  feet  of  warehouse  space  in  Torrance,
California,  under a lease  that  expires  on  August  31,  2003,  and  costs us
approximately $16,428 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 2003 and costs us approximately $30,000 per year.

ITEM 3.   LEGAL PROCEEDINGS

First South Africa Holdings (FSAH), our South African  subsidiary,  has received
notice  of a claim for  approximately  $250,000  from a holder  of FSAH  Class B
shares.  The claimant contends a breach of their FSAH escrow agreement issued in
connection  with the sale of their  business in 1997.  We believe  this claim is
without merit and FSAH will vigorously defend this matter.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On December 18, 2001 the Company held its annual meeting of stockholders. At the
annual meeting, the Company's  stockholders elected six directors to serve until
the next annual  meeting and until their  respective  successors are elected and
qualified.  At the annual meeting, the Company's  stockholders also approved and
adopted a  proposal  to approve  the  issuance  of the  Company's  common  stock
pursuant to an Asset Purchase  Agreement dated September 24, 2001. The votes for
directors were as follows:

                                                  Votes
                                        --------------------------
                                  For                             Withheld
                                ---------                     --------------
      Michael Levy              11,463,864                         41,855
      Clive Kabatznik           11,463,864                         41,855
      Cornelius J. Roodt        11,463,864                         41,855
      Joseph Weil               11,463,864                         41,855
      David BenDaniel           11,463,864                         41,855
      Stanley Castleton         11,463,864                         41,855

The votes to approve the issuance of the Company's  common stock  pursuant to an
Asset Purchase Agreement dated September 24, 2001 were as follows:

              For                  Against               Abstain
          -----------           -------------         -------------
           5,304,867               20,855                28,150


                                      -6-
<PAGE>

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 2000
------------------------

1st Quarter........................................  $7.938           $3.625
2nd Quarter........................................  $16.50           $3.563
3rd Quarter........................................  $14.25           $8.063
4th Quarter........................................  $9.063           $2.438

Common Stock Fiscal 2001
------------------------
1st Quarter........................................  $3.44            $0.94
2nd Quarter........................................  $1.17            $0.56
3rd Quarter........................................  $1.25            $0.63
4th Quarter........................................  $1.11            $0.63

Common Stock Fiscal 2002
------------------------
1st Quarter........................................  $1.00            $0.38
2nd Quarter........................................  $0.62            $0.33
3rd Quarter........................................  $0.80            $0.28
4th Quarter........................................  $0.52            $0.17

As of September 20, 2002, there were  approximately  1,800 holders of our common
stock,  exclusive  of  holders  whose  shares  were  held  by  brokerage  firms,
depositaries and other institutional firms in "street name" for their customers.

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.


                                      -7-
<PAGE>

ITEM 6    SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

Selected Consolidated Financial Information

<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS DATA                                               YEARS ENDED JUNE 30,
                                                        1998         1999            2000           2001           2002

<S>                                            <C>            <C>             <C>            <C>            <C>
Revenues                                       $          -   $          -    $          -   $  1,301,432   $  4,228,535
Total operating expenses                          2,000,920      2,504,838       2,491,128      4,362,413      7,245,783
Operating loss                                   (2,000,920)    (2,504,838)     (2,491,128)    (3,060,981)    (3,017,248)
Interest (expense)/income                        (1,223,654)    (2,403,997)     (1,363,360)       976,107        617,389
Loss from continuing operations before
     income taxes                                  (615,740)    (6,208,976)     (4,232,603)    (5,010,726)    (3,788,800)
Net loss from continuing operations                (615,740)    (6,210,195)     (4,233,222)    (5,010,726)    (3,788,800)
(Loss)/gain from discontinued operations          3,387,631     (4,916,267)    (34,429,264)    (2,389,383)             -
Extraordinary Item - gain on extinguishments
of debt                                                   -              -               -      2,142,949              -
Net (loss)/income                                 2,771,891    (11,126,462)    (38,662,486)    (5,257,160)    (3,788,800)
Loss per share  - from continuing
     operations                                      $(0.10)        $(0.95)         $(0.54)        $(0.57)        $(0.43)

<CAPTION>

BALANCE SHEET DATA                                                            AS OF JUNE 30,
                                                        1998         1999            2000           2001           2002
<S>                                            <C>            <C>             <C>            <C>            <C>
Total assets                                   $ 89,561,459   $102,615,018    $ 94,266,439   $ 15,931,857   $ 12,971,289
Long term liabilities                            29,507,926     33,598,244      15,473,769              -        842,776
Net working capital (1)                          25,491,685     28,276,771      31,414,757      4,253,001      1,683,874
Stockholders' equity                             16,097,666      2,090,966       5,595,870     13,578,710     10,212,073

</TABLE>

     (1)  Net  working  capital  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.

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 incur income statement charges
to the extent that the Rand devalues  relative to the US dollar.  At the present
time, management has no intention of disposing of the notes receivable.


                                      -8-
<PAGE>

In   August   2000,   the   Company's    Internet   travel   related   business,
Leisureplanet.com  ("LPI")  was placed  under  voluntary  administration  in the
United Kingdom.  Full provision was made for the Company's  investment in LPI in
the accounts for the year ended June 30, 2000.

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.

RESULTS OF OPERATIONS

The results of operations  only analyze the corporate  activity of the group, as
its  former  operations,  namely  Lifestyle  and LPI are no longer  included  as
continuing  operations.  Discussion of the results of these  operations is given
under the heading, DISCONTINUED OPERATIONS, below.

FISCAL 2002 COMPARED TO FISCAL 2001

Revenues

Revenues  were $4.23  million in fiscal 2002 as a result of  revenues  earned by
Fantasy and Student Sports, which were acquired during the second quarter of the
prior year and the first quarter of the current year, respectively.  Revenues in
the prior year were $1.30  million  and were  related  to  Fantasy  Sports.  The
increase is due to a full year of Fantasy's revenues, as well as the acquisition
of Student Sports during fiscal 2002.

Cost of Sales

Cost of sales were $2.43  million in fiscal  2002 as a result of  Fantasy's  and
Student Sports'  operations.  Cost of sales in the prior year were $0.87 million
and are attributable to Fantasy. The increase is due to a full year of Fantasy's
revenue,  as well as the  acquisition of Student Sports during fiscal 2002 and a
bulk sale of Fantasy Sports inventory.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for fiscal 2002 were $4.62 million,
an  increase  of $1.56  million  over the same  period in the prior  year.  This
increase is due to having a full year of Fantasy as compared  with six months in
the prior year and the  acquisition  of  Student  Sports at the end of the first
quarter  of the  current  year,  offset  by a  reduction  in  overall  corporate
expenses.

Amortization and Depreciation

Amortization of intangible assets decreased from $0.37 million in fiscal 2001 to
$0.11  million in the current  year as a result of the  adoption of Statement of
Financial  Accounting  Standards ("SFAS") No. 142 "GOODWILL AND OTHER INTANGIBLE
ASSETS",  whereby  the  Company  no longer  amortizes  amounts  attributable  to
goodwill.  Depreciation  expense was $0.09 million in fiscal 2002 as compared to
$0.07 million in fiscal 2001.  The increase is primarily due to the  acquisition
of Student Sports.


                                      -9-
<PAGE>

Equity in Losses of Unconsolidated Affiliates

Equity in losses of unconsolidated  affiliates decreased to zero for fiscal 2002
compared to a loss of $1.92  million in fiscal 2001.  The decrease is due to the
Company  recognizing losses to the extent of their investment in the prior year.
The Company's investment in Magnolia, effective with the third quarter of fiscal
2002 is being accounted for under the cost method.  Therefore, no further income
or loss from Magnolia's operations will be recognized by the Company.

Foreign Currency Loss

Foreign  currency losses are related to the assets remaining in the discontinued
South African  operations.  The Foreign  currency losses during fiscal 2002 were
$1.35  million as compared to $1.04 million in the prior year as a result of the
deterioration  of the South  African Rand against the US dollar.  These  foreign
currency  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 2002 as compared to
interest income of $1.55 million in fiscal 2001. During fiscal 2001, the Company
earned  interest  on the  proceeds  realized  on the sale of  Lifestyle.   These
proceeds  were  utilized  to pay down  debt and  invested  in  interest  bearing
accounts.  The  decrease in interest  income in fiscal 2002 is a result of lower
invested cash balances,  as well as the  deterioration 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 2002 was not material as compared to the $0.57
million in the prior year. The decrease in interest  expense is  attributable to
the  repayment of  approximately  $12 million of  increasing  rate  subordinated
convertible debentures during the third and fourth quarters of fiscal 2001.

Preference Dividend

The preference dividend related to the mandatory redeemable preference shares of
Lifestyle.  These preferred  shares were redeemed with the sale of Lifestyle and
there were no additional dividends after the second quarter of fiscal 2001.

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

The  Lifestyle  business was sold in November  2000 and has not been included in
the  Company's  results  since that time.  The income  during the prior year was
earned before the disposition of the business.

Extraordinary Item - Gain On Extinguishment of Debt

During the last half of fiscal 2001, the Company negotiated  agreements with its
lenders to retire  $11.70  million  of  debentures  at face  value plus  accrued
interest. As a result, the Company recorded a gain on previously accrued sinking
fund  interest of $2.14 million in fiscal 2001.  Since the remaining  debentures
were paid off at their  maturity in October 2001, no such  transaction  occurred
during fiscal 2002.

Net Loss

The Company has  recognized  a loss of $3.79  million  during  fiscal  2002,  as
compared  to a loss of $5.26  million  during the prior year.  The current  year
includes   non-cash  foreign  currency  losses  of  $1.35  million


                                      -10-
<PAGE>

due to the  devaluation  of the  South  African  Rand  against  the US dollar of
approximately 29% during the year. The prior year loss included $1.04 million of
non-cash  foreign  currency  losses and $2.39  million  loss on the  disposal of
discontinued operations, offset by the extraordinary gain on the extinguishments
of debt of $2.14  million.  Without  these  items,  the net loss for fiscal 2002
would have been $2.44 million as compared to $3.97 million for fiscal 2001.

FISCAL 2001 COMPARED TO FISCAL 2000

Revenues

Revenues  were  zero in 2000 due to the  discontinuation  of all  then  existing
businesses.  The Company  acquired Fantasy in November 2000. All of the revenues
in 2001 relate to Fantasy.

Cost of Sales

Cost of sales was zero in 2000 due to the  discontinuation  of all then existing
businesses.  The Company acquired Fantasy in November 2000. All cost of sales in
2001 relate to Fantasy.

Selling, General and Administrative Expenses

Selling,  general and  administrative  expenses for the year ended June 30, 2001
increased by $1.21 million to $3.06 million as compared to $1.84 million for the
fiscal  year  ended  June  30,  2000.  This  increase  is  primarily  due to the
acquisition of Fantasy.

Amortization of Intangibles

Amortization of intangibles decreased from $0.73 million in fiscal 2000 to $0.37
million in fiscal  2001.  This  decrease  is  primarily  due to  elimination  of
non-competition  agreements  in 2000,  which were written off,  with the sale of
Lifestyle.  The amortization  expense in 2001 was primarily  related to goodwill
and customer lists from the purchase of Fantasy.

Depreciation

Depreciation  charge relates to minor office  equipment,  furniture and computer
equipment. This increase is primarily due to the acquisition of Fantasy.

Foreign Currency Loss

Foreign  currency loss of $1.04 million  represents the loss realized on the net
assets of First South Africa Holdings (Pty) Ltd (FSAH),  that remain denominated
in South African Rand, primarily cash, certain inter-company  balances and notes
receivable offset by realized currency hedging profits. Since the divestiture of
Lifestyle,  the Company  began  recognizing  translation  gains or losses on the
exposure of net assets and liabilities denominated in South African Rand, within
the  results  of  operations.  The prior  year's  foreign  currency  loss of $80
thousand  represents  the loss realized on the repayment and the  translation of
the current account between FSAH and the Company.

Interest in Losses of Affiliates

The  Company  owned  a 48%  stake  in  Magnolia  Broadband  and a 51%  stake  in
HotelSupplyGroup.com.  Both of these companies are start-up ventures, which have
only  incurred  expenses to date.  The charge of $1.92  million  represents  the
Company's  equity  accounted share of the operating  losses for the period and a
reserve of $0.25 million of a loan made to Magnolia Broadband.  During 2000, the
Company's  management  ceased  funding  Hotelsupply  Goup,  Inc.  As a result it
discontinued  operations in April 2001.  The remaining  investment of $5,000 was
written off. No recovery is expected.

Other Income

Other income  primarily  represents the release of obligations from a previously
sold subsidiary.


                                      -11-
<PAGE>

Preference Dividend

The preference dividend on the mandatory  redeemable  preference shares declared
during fiscal year 2001 was $.17  million.  During prior years,  the  preference
dividend on the  mandatory  redeemable  preference  shares has been accrued on a
time proportion basis as the agreement to pay preference  dividends provides for
two  options,  the first being that the  dividend  payable  must be based on the
ordinary dividend declared by Lifestyle, or the second option must increase by a
minimum of 25% percent over the prior year.  The first  option is payable  three
days after  receipt of the Lifestyle  dividend,  the second option is payable on
February 19, of each calendar year. Since no Lifestyle  preference  dividend was
declared during the prior fiscal year, the dividend of $0.17 million  represents
the time proportion of the dividend  payable as of February 19, 2001 through the
date of the sale of Lifestyle.  The mandatory redeemable  preference shares were
redeemed with the sale of Lifestyle.

Interest Income (Expense)

Interest  income has  increased by $2.34  million  from net interest  expense of
$1.36 million to net interest income of $0.98 million.  The decrease in interest
expense is due to the early  retirement of convertible  debt at a discount.  The
balance  of the  movement  was made on  interest  earned on cash  balances;  the
Company had  significant  cash resources  throughout the year as compared to the
previous fiscal year due to the sale of Lifestyle.

Provision for Income Taxes

The Company is registered in Bermuda,  where no tax laws are applicable.  Two of
the Company's subsidiaries are subject to income taxes. Up to this date, neither
has had taxable income. Both have incurred losses for tax purposes. The deferred
tax asset generated by the tax losses and temporary  differences have been fully
reserved for.

Discontinued Operations

The loss from discontinued  operations  decreased from $34.43 million in 2000 to
$2.39 million in 2001.  The primary reason for the decrease is the completion of
the sale of the Lifestyle business in November 2000 and the inclusion of the LPI
business  segment,  which was put under voluntary  administration  in 2000. As a
result, no additional  losses from  discontinued  operations were recorded after
the sale of Lifestyle or the voluntary  administration of LPI. Additional losses
related to any  remaining  South  African  assets after the sale are included in
continuing operations. Translation losses on the net assets denominated in South
African Rand were recognized in discontinued operations up through the sale date
of Lifestyle.

Extraordinary Item

The Company negotiated agreements with three lenders to retire $11.70 million of
debentures at face plus accrued  interest.  As a result,  the Company recorded a
gain on previously  accreted sinking fund interest of $2.14 million in the 2001.
No such transaction occurred in 2000.

Net Loss

As a result of the above the  Company  has  achieved a loss of $5.26  million as
compared to a loss of $38.66 million in the prior year.

Financial condition, liquidity and capital resources

Cash  decreased by $3.01  million  from $5.66  million at June 30, 2001 to $2.65
million at June 30, 2002. The decrease in cash in excess of the operating losses
is a result of the repayment of the Company's  long term debt, its investment in
Magnolia  Broadband  and  the  reduction  of  payables  by the  Company  and its
subsidiaries.  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


                                      -12-
<PAGE>

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 $2.57 million from $4.25 million at June 30, 2001
to $1.68 million at June 30, 2002.  This is primarily due to the losses incurred
by the Company's operating subsidiaries.

At June 30, 2002, the Company had borrowings of $0.16 million,  which  consisted
of $0.10 million advances against lines of credit and $0.06 million of equipment
loans.

The  Company  has  guaranteed  certain  bank  facilities  of some of its  former
industrial subsidiaries in South Africa.  Currently,  these guarantees amount to
approximately $0.90 million and are secured by like amounts of cash. The Company
has reduced these  guarantees  from  approximately  $1.20 million as of June 30,
2001 and will try to further  reduce these  guarantees.  In the event that these
guarantees  are  called,  the Company  has  recourse to certain  assets of these
subsidiaries, which should substantially cover the Company's potential exposure.

The Company  intends to work on building its existing  portfolio of subsidiaries
in terms of revenues and profitability.  It may also acquire further synergistic
businesses  and may therefore  utilize a portion of its remaining  cash balances
and the  proceeds of its  disposal  of  Lifestyle  to fund this  strategy to the
extent that suitable acquisition  candidates can be identified.  The Company may
be required to incur  additional  indebtedness or equity financing in connection
with the funding of 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, if at all.

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.

Due to the accounting recognition of these losses, the carrying value of Fantasy
has diminished since  acquisition.  On June 30, 2002, we performed an impairment
test on the carrying value of Fantasy's  goodwill.  In accordance with SFAS 142,
we compared  the fair value of Fanatasy  (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, 2002.

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.

We will be evaluating the carrying value of the goodwill of Student Sports, Inc.
at the end of the second  quarter of fiscal 2003,  on the first  anniversary  of
that acquisition.


                                      -13-
<PAGE>

Future commitments

Through June 30,  2002,  Fantasy and Student  Sports,  the  Company's  operating
subsidiaries,  had  incurred  net  losses.  The  Company  anticipates  that this
situation  will be rectified  through a combination  of expense  reductions  and
increased 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 subsidiaries.

The Company intends to bring its operating  subsidiaries to profitability 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.  Student
Sports recognizes  subscription  revenue over the life of the subscription.  For
event-type  revenue,  revenue is  recognized  over the course of the contract in
proportion to the expenses for the period compared to total expenses anticipated
for the specific  event.  Revenues  from  television  sports  shows  produced by
Student  Sports for television  stations are recognized  when the show is aired.
Student Sports, while somewhat less affected by seasonal factors, generates less
revenues in the December quarter than during the rest of the year.

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 Student Sports, Inc. and
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 infinite  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.

Interest rate risk

At June 30, 2002, 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%  decline  in the  Rand/US  Dollar  exchange  rate,  at
year-end exchange rates, the Company loses $958 on every R1,000,000  retained in
South Africa. During fiscal 2002, the South African Rand has depreciated against
the US dollar by  approximately  29% from the rate at June 30, 2001. At June 30,
2002,  the  Company  had  assets  denominated  in South  African  Rand of R50.90
million.

The following is information concerning assets denominated in South African Rand
and the foreign currency gains and losses recognized during fiscal 2002:

                                                          Foreign Currency
                                                       Gain/(Loss) for the Year
                           As of June 30, 2002             Ended June 30, 2002
                                 In Rand                     In US Dollars
Cash                                6,744,699               $   (185,672)
Notes Receivable                   44,079,830                 (1,213,457)
Other                                                             53,781
                                                            ------------
                                                            $ (1,345,348)
                                                            ============


                                      -14-
<PAGE>

ITEM 8

                  SILVERSTAR HOLDINGS LIMITED AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                          JUNE 30, 2002, 2001 AND 2000

<PAGE>

                  SILVERSTAR HOLDINGS LIMITED AND SUBSIDIARIES

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

                                                                        PAGE
                                                                        ----

REPORTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                   F-1 - F-2

CONSOLIDATED FINANCIAL STATEMENTS

 Balance Sheets                                                          F-3

 Statements of Operations                                                F-4

 Statements of Stockholders' Equity and Comprehensive Income          F-5 - F-6

 Statements of Cash Flows                                             F-7 - F-8

 Notes to Consolidated Financial Statements                           F-9 - F-33

<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------

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, 2002 and 2001,
and the related consolidated statements of operations,  stockholders' equity and
comprehensive   income,   and  cash  flows  for  the  years  then  ended.  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 auditing standards generally accepted
in the 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, 2002 and
2001, and the consolidated  results of their operations and their cash flows for
the years then ended in conformity with accounting principles generally accepted
in the United States.

                            RACHLIN COHEN & HOLTZ LLP

Fort Lauderdale, Florida
September 6, 2002


                                      F-1

<PAGE>

                           SILVERSTAR HOLDINGS LIMITED

                      REPORT OF THE INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of Silverstar Holdings Limited

In our opinion,  the  accompanying  consolidated  statements of  operations,  of
stockholders' equity, of comprehensive income and of cash flows, present fairly,
in all material aspects,  the results of operations and cash flows of Silverstar
Holdings  Limited  and its  subsidiaries  for the year  ended  June  30, 2000 in
conformity with accounting  principles  generally accepted in the United States.
These financial  statements are the responsibility of the Company's  management;
our responsibility is to express an opinion on these financial  statements based
on our audits.  We conducted our audits of these  statements in accordance  with
generally accepted auditing standards in the United States which require that we
plan and  perform the audit 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,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for the opinion expressed above.

As discussed in Note 2 to the  consolidated  financial  statements,  the Company
restated  its  consolidated  financial  statements  for the year ended June 30,
2000.

/s/ PricewaterhouseCoopers

PricewaterhouseCoopers
West London
October 13, 2000
Except for Note 2(m) (ii)
as to which the date is February 20, 2001


                                      F-2

<PAGE>

                  SILVERSTAR HOLDINGS LIMITED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             JUNE 30, 2002 AND 2001

<TABLE>
<CAPTION>

                                         ASSETS                                                2002           2001
                                         ------                                                ----           ----
<S>                                                      <C>                              <C>            <C>
Current Assets:
  Cash and cash equivalents (includes restricted cash of $53,955)                         $ 2,650,476    $ 5,664,013
  Accounts receivable, net                                                                    267,408              -
  Inventories                                                                                 121,630        377,721
  Current portion of long-term notes receivable                                               409,971        411,266
  Prepaid expenses and other current assets                                                   150,829        153,148
                                                                                         ------------    -----------
    Total Current Assets                                                                    3,600,314      6,606,148
Property, Plant and Equipment, net                                                            216,179        167,464
Investments in Non-Marketable Securities                                                      843,566        631,066
Long-Term Notes Receivable                                                                  3,859,138      5,033,080
Goodwill, net                                                                               3,383,862      3,323,049
Intangible Assets, net                                                                      1,063,375        164,750
Deferred Charges and Other Assets                                                               4,855          6,300
                                                                                         ------------    -----------
    Total Assets                                                                          $12,971,289    $15,931,857
                                                                                         ============    ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities:
  Bank overdraft                                                                         $          -        $92,887
  Line of credit                                                                              103,955              -
  Current portion of long-term debt                                                            22,682        361,836
  Accounts payable                                                                            374,572        421,316
  Accrued expenses                                                                            395,187        553,742
  Deferred revenue                                                                          1,020,044        923,366
                                                                                         ------------    -----------
    Total Current Liabilities                                                               1,916,440      2,353,147
Long-Term Debt                                                                                 35,776              -
Obligation Related to Acquisition of Student Sports                                           807,000              -
                                                                                         ------------    -----------
    Total Liabilities                                                                       2,759,216      2,353,147
                                                                                         ------------    -----------
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; 8,001,310 and
    7,178,310 shares issued and outstanding, respectively                                      80,013         71,783
Common stock, Class B, $0.01 par value; 2,000,000 shares authorized; 946,589 and
    946,589 shares issued and outstanding, respectively                                         9,466          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                                                                 63,763,870     63,349,937
Accumulated deficit                                                                       (53,641,876)   (49,853,076)
                                                                                         ------------    -----------
Total Stockholders' Equity                                                                 10,212,073     13,578,710
                                                                                         ------------    -----------
Total Liabilities and Stockholders' Equity                                               $ 12,971,289    $15,931,857
                                                                                         ============    ===========

</TABLE>

                 See notes to consolidated financial statements


                                      F-3

<PAGE>

                  SILVERSTAR HOLDINGS LIMITED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED JUNE 30, 2002, 2001AND 2000

<TABLE>
<CAPTION>
                                                                  2002            2001           2000
                                                                  ----            ----           ----
<S>                                                           <C>             <C>             <C>
Revenues                                                      $  4,228,535    $  1,301,432    $          -
                                                              ------------    ------------    ------------
Operating Expenses:
 Cost of sales                                                   2,429,587         869,185               -
 Selling, general and administrative                             4,618,164       3,055,955       1,844,197
 Amortization of intangibles                                       106,375         369,318         640,441
 Depreciation                                                       91,657          67,955           6,490
                                                              ------------    ------------    ------------
                                                                 7,245,783       4,362,413       2,491,128
                                                              ------------    ------------    ------------
Operating Loss                                                  (3,017,248)     (3,060,981)     (2,491,128)
Gain on Sale of Subsidiary Stock                                         -               -         103,505
Interest in Losses of Unconsolidated Affiliates                          -      (1,919,026)       (251,163)
Other (Expense) Income                                             (43,593)        200,757               -
Preference Dividend                                                      -        (165,109)       (149,755)
Foreign Currency Loss                                           (1,345,348)     (1,042,474)        (80,702)
Interest Income                                                    630,976       1,548,882         668,109
Interest Expense                                                   (13,587)       (572,775)     (2,031,469)
                                                              ------------    ------------    ------------
Loss from Continuing Operations Before Income Taxes             (3,788,800)     (5,010,726)     (4,232,603)
Provision for Income Taxes                                               -               -            (619)
                                                              ------------    ------------    ------------
Loss From Continuing Operations                                 (3,788,800)     (5,010,726)     (4,233,222)

Discontinued Operations:
 Loss from operations, net of income taxes of
  $0, $0 and $2,543,255, respectively                                    -               -     (11,931,286)
 Loss on disposition, net of income taxes of $0, $0 and $0,
  respectively                                                           -      (2,389,383)    (22,497,978)
                                                              ------------    ------------    ------------

Loss Before Extraordinary Item                                  (3,788,800)     (7,400,109)    (38,662,486)
Extraordinary Item - Gain on Extinguishment of Debt,
 net of Income Taxes of $0                                               -       2,142,949               -
                                                              ------------    ------------    ------------
Net Loss                                                      $ (3,788,800)   $ (5,257,160)   $(38,662,486)
                                                              ============    ============    ============

Loss Per Share - Basic and Diluted:
 Continuing Operations                                        $      (0.43)   $      (0.57)   $      (0.54)
 Discontinued Operations                                                 -           (0.27)          (4.39)
                                                              ------------    ------------    ------------
    Loss Before Extraordinary Item                                   (0.43)          (0.84)          (4.93)
 Extraordinary Item                                                      -            0.24               -
                                                              ------------    ------------    ------------
 Net loss                                                     $      (0.43)   $      (0.60)   $      (4.93)
                                                              ============    ============    ============
Weighted Average Common Stock Outstanding:
 Basic and diluted                                               8,750,937       8,849,663       7,836,387
                                                              ============    ============    ============
</TABLE>
                 See notes to consolidated financial statements.


                                      F-4
<PAGE>

                  SILVERSTAR HOLDINGS LIMITED AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                             AND COMPREHENSIVE LOSS
                    YEARS ENDED JUNE 30, 2002, 2001 AND 2000

<TABLE>
<CAPTION>
                                            Silverstar                   Silverstar
                                           Holdings Ltd.                Holdings Ltd.               First SA Holdings
                                              Class A                     Class B                 Class B
                                           Common Stock                 Common Stock            Common Stock     Additional
                                           ------------                 ------------            ------------      Paid-in
                                      Shares        Amount           Shares      Amount       Shares     Amount    Capital
                                      ------        ------           ------      ------       ------     ------    -------

<S>                                   <C>          <C>            <C>           <C>          <C>         <C>     <C>
Balance June 30, 1999                 5,383,142    $ 53,832       946,589       $  9,466     2,550,466   $  580  $ 22,321,906

Year Ended June 30, 2000:

Issuance of stock to FSAC escrow
  agent                                 120,621       1,206             -              -             -        -        (1,206)
Issuance of stock on additional
  purchase price payments                     -           -             -              -       120,621       20       567,687

Issuance of shares                    1,379,310      13,793             -              -             -        -    18,361,207
Warrants exercised                      247,311       2,473             -              -             -        -     1,356,434
Options exercised                       180,000       1,800                                                           872,296
Conversion of 9% debentures to
  common stock                          742,503       7,425             -              -             -        -     4,083,465
Increasing rate debentures
  converted to common stock             315,789       3,158             -              -                            3,312,657
Issuance of warrants                          -           -             -              -             -        -     3,446,633
Equity gain on group restructure              -           -             -              -             -        -     9,986,363
Net loss                                      -           -             -              -             -        -             -
Provision for loss on subsidiary              -           -             -              -             -        -             -
Translation adjustment                        -           -             -              -             -        -             -
Total comprehensive loss                      -           -             -              -             -        -             -
                                    -----------    --------  ------------       --------     ---------   ------  ------------
Balance, June 30, 2000                8,368,676      83,687       946,589          9,466     2,671,087      600    64,307,442

Year Ended June 30, 2001:

Disposal of FSAH - translation loss           -           -             -              -             -        -             -
Stock issued to employee                 10,000         100             -              -             -        -         7,400
Issuance of warrants for services             -           -             -              -             -        -        34,326
Purchase and retirement of treasury
  stock                              (1,200,366)    (12,004)            -              -             -        -      (999,231)
Net loss                                      -           -             -              -             -        -             -
                                    -----------    --------  ------------       --------     ---------   ------  ------------
Balance, June 30, 2001                7,178,310    $ 71,783       946,589       $  9,466     2,671,087   $  600  $ 63,349,937


<CAPTION>

                                                      Accumulated
                                                         Other
                                    Accumulated      Comprehensive
                                      Deficit        Income (Loss)      Total
                                      -------        -------------      -----

<S>                                   <C>             <C>             <C>
Balance June 30, 1999                 $ (5,933,430)   $(14,361,388)   $  2,090,966

Year Ended June 30, 2000:

Issuance of stock to FSAC escrow
  agent                                          -               -               -
Issuance of stock on additional
  purchase price payments                        -               -         567,707

Issuance of shares                               -               -      18,375,000
Warrants exercised                               -               -       1,358,907
Options exercised                                -               -         874,096
Conversion of 9% debentures to
  common stock                                   -               -       4,090,890
Increasing rate debentures
  converted to common stock                                              3,315,815
Issuance of warrants                             -               -       3,446,633
Equity gain on group restructure                 -               -       9,986,363
Net loss                               (38,662,486)              -
Provision for loss on subsidiary                 -       6,268,756
Translation adjustment                           -      (6,116,777)
Total comprehensive loss                         -               -     (38,510,507)
                                      ------------    ------------    ------------
Balance, June 30, 2000                 (44,595,916)    (14,209,409)      5,595,870

Year Ended June 30, 2001:

Disposal of FSAH - translation loss              -      14,209,409      14,209,409
Stock issued to employee                         -               -           7,500
Issuance of warrants for services                -               -          34,326
Purchase and retirement of treasury
  stock                                          -               -      (1,011,235)
Net loss                                (5,257,160)              -      (5,257,160)
                                      ------------    ------------    ------------
Balance, June 30, 2001                $(49,853,076)   $          -    $ 13,578,710

</TABLE>

                                      F-5

<PAGE>

                  SILVERSTAR HOLDINGS LIMITED AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                             AND COMPREHENSIVE LOSS
                    YEARS ENDED JUNE 30, 2002, 2001 AND 2000
                                   (Continued)

<TABLE>
<CAPTION>

                                                 Silverstar             Silverstar
                                                 Holdings Ltd.          Holdings Ltd.    First SA Holdings
                                                   Class A                 Class B            Class B
                                                 Common Stock           Common Stock       Common Stock       Additional
                                                 ------------           ------------       ------------     Paid-in Capital
                                             Shares       Amount      Shares    Amount   Shares     Amount     Capital
                                             ------       ------      ------    ------   ------     ------     -------
<S>                                          <C>          <C>         <C>       <C>      <C>         <C>     <C>
Balance June 30, 2001                        7,178,310    $ 71,783    946,589   $ 9,466  2,671,087   $ 600   $ 63,349,937
Year Ended June 30, 2002:

Stock issued for acquisition                   900,000       9,000          -         -          -       -        475,200
Purchase and retirement of treasury stock      (77,000)       (770)         -         -          -       -        (61,267)
Net Loss                                             -           -          -         -          -       -              -
                                             ---------    --------    -------   -------  ---------   -----   ------------

Balance, June 30, 2002                       8,001,310    $ 80,013    946,589   $ 9,466  2,671,087   $ 600   $ 63,763,870
                                             =========    ========    =======   =======  =========   =====   ============

<CAPTION>

                                                            Accumulated
                                                               Other
                                              Accumulated   Comprehensive
                                                Deficit     Income (Loss)       Total
                                                -------     -------------       -----
<S>                                          <C>              <C>           <C>
Balance June 30, 2001                        $(49,853,076)    $     -       $ 13,578,710
Year Ended June 30, 2002:

Stock issued for acquisition                            -           -            484,200
Purchase and retirement of treasury stock               -           -            (62,037)
Net Loss                                       (3,788,800)          -         (3,788,800)
                                             ------------     -------       ------------
Balance, June 30, 2002                       $(53,641,876)    $     -       $ 10,212,073
                                             ============     =======       ============

</TABLE>

                 See notes to consolidated financial statements.


                                      F-6

<PAGE>

                  SILVERSTAR HOLDINGS LIMITED AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                    YEARS ENDED JUNE 30, 2002, 2001 AND 2000

<TABLE>
<CAPTION>

                                                                  2002            2001            2000
                                                                  ----            ----            ----
<S>                                                          <C>             <C>             <C>
Cash Flows from Operating Activities:
  Net loss from continuing operations                        $ (3,788,800)   $ (5,010,726)   $ (4,233,222)
  Provision for doubtful accounts                                  16,429               -               -
  Dividend charge                                                       -         165,109         149,755
  Depreciation and amortization                                   198,032         437,273         737,209
  Deferred income taxes                                                 -               -         748,359
  Foreign currency losses on notes receivable                     746,630         576,195               -
  Net gain on sale of assets                                            -               -         (34,419)
  Net gain on sale of and dilution in subsidiaries                      -               -        (103,505)
  Issuance of stock and warrants for services                           -          41,826               -
  Changes in operating assets and liabilities, net                183,387        (943,728)      3,838,445
  Decrease in other assets                                        171,583          32,351               -
  Creation of debenture redemption reserve fund                     4,248         266,748       1,012,500
  Provision for affiliate losses                                        -               -          35,763
  Equity in losses of affiliates                                        -       1,919,026         160,885
                                                             ------------    ------------    ------------
      Net Cash (Used in) Provided by Continuing Operations     (2,835,265)     (2,515,926)      2,311,770
      Net Cash Used in Discontinued Operations                          -      (1,090,173)    (15,032,079)
                                                             ------------    ------------    ------------
      Net Cash Used in Operating Activities                    (2,835,265)     (3,606,099)    (12,720,309)
                                                             ------------    ------------    ------------
Cash Flows from Investing Activities:
  Proceeds on disposal of investment in subsidiaries                    -               -         421,400
  Proceeds on disposal of discontinued operations                       -      11,102,549               -
  Acquisition of intangibles                                            -         (49,332)        (25,232)
  Acquisition of property, plant and equipment                   (100,777)     (1,662,725)     (5,862,741)
  Proceeds on disposal of property, plant and equipment                 -          74,150         147,237
  Purchase price adjustments                                      200,000               -        (586,589)
  Other assets acquired                                                 -               -          (1,512)
  Investment in affiliates                                       (212,500)              -      (2,805,423)
  Decrease in long-term note receivable                           428,607         612,160               -
  Loan to affiliate                                                     -        (250,000)              -
  Repayment of loans by affiliates                                      -         161,500               -
  Acquisition of subsidiaries (net of cash of $0,
   $863,337 and $0)                                              (120,711)     (3,454,569)              -
  Other                                                                 -           1,042               -
                                                             ------------    ------------    ------------
      Net Cash (Used in) Provided by Investing Activities         194,619       6,534,775      (8,712,860)
                                                             ------------    ------------    ------------

</TABLE>


                                      F-7
<PAGE>

                  SILVERSTAR HOLDINGS LIMITED AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

                    YEARS ENDED JUNE 30, 2002, 2001 AND 2000

<TABLE>
<CAPTION>

                                                                  2002           2001            2000
                                                                  ----           ----            ----
<S>                                                        <C>             <C>             <C>
Cash Flows from Financing Activities:
 Short term borrowings, net                                $     11,068    $   (999,883)   $    301,767
 Proceeds from long-term debt                                    51,175               -         234,542
 Repayment of long-term debt                                   (373,097)     (1,246,822)     (6,227,693)
 Redemption of debentures                                             -     (11,700,000)              -
 Redemption of preferred shares                                       -      (8,153,928)              -
 Treasury stock transactions                                    (62,037)     (1,011,232)              -
 Dividends paid                                                       -               -      (1,342,996)
 Proceeds on minority shares issued in Lifestyle                      -               -          16,887
 Proceeds of subsidiary stock issue                                   -               -      18,997,589
 Proceeds on issuance of common stock                                 -               -      20,543,100
                                                           ------------    ------------    ------------
     Net Cash (Used in) Provided by Financing Activities       (372,891)    (23,111,865)     32,523,196
                                                           ------------    ------------    ------------
Effect of Exchange Rate Changes on Cash                               -      (4,005,865)     (2,050,261)
                                                           ------------    ------------    ------------
Net Increase (Decrease) in Cash and Cash Equivalents         (3,013,537)    (24,189,054)      9,039,766

Cash and Cash Equivalents, Beginning                          5,664,013      29,853,067      20,813,301
                                                           ------------    ------------    ------------

Cash and Cash Equivalents, Ending                          $  2,650,476    $  5,664,013    $ 29,853,067
                                                           ============    ============    ============
Supplemental Disclosure of Cash Flow Information:
    Cash paid during the period for interest               $      7,863    $    373,574    $  1,363,360
                                                           ============    ============    ============
    Cash paid during the period for income taxes           $          -    $          -    $  2,218,165
                                                           ============    ============    ============

</TABLE>

                 See notes to consolidated financial statements.


                                      F-8
<PAGE>

                  SILVERSTAR HOLDINGS LIMITED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          JUNE 30, 2002, 2001 AND 2000

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 and sale of die-cast  racing cars.
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 (see Note 3).

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

Discontinued Operations

The original investment made in  Leisureplanet.com  ("LPI"), the Internet travel
related  services  company,  has  been  unsuccessful  due to a lack  of  further
investor funding.  Therefore,  on August 2, 2000, LPI was placed under voluntary
administration in the United Kingdom and subsequently liquidated (see Note 15).

In addition to LPI, First Lifestyle Holdings Limited ("Lifestyle"), the products
segment, was also discontinued in line with the shift in strategy of the holding
company. This segment was involved in the manufacture,  sale and distribution of
lifestyle enhancing  products,  which included both consumable food products and
semi-durable outdoor and indoor products (see Note 15).

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.


                                      F-9
<PAGE>

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.

          Notes Receivable

            The Company's notes receivable are to be settled in South African
            Rand by South African companies. The Company's ability to collect
            on these notes may be affected  by 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 2002 or 2001.


                                      F-10
<PAGE>

Goodwill

The Company  tests  goodwill for  impairment  in the fourth  quarter for Fantasy
Sports,  Inc.  The  goodwill  impairment  test  for  Student  Sports,  Inc.  and
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, patents and trademarks 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.  Customer lists are amortized over a period of three
to ten years.  The patents,  trademarks  intellectual  property and  non-compete
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 15).

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.

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.  Student
Sports recognizes  subscription  revenue over the life of the subscription.  For
event-type  revenue,  revenue is  recognized  over the course of the contract in
proportion to the expenses for the period compared to total expenses anticipated
for the specific  event.  Revenues  from  television  sports  shows  produced by
Student  Sports for television  stations are recognized  when the show is aired.
Student Sports, while somewhat less affected by seasonal factors, generates less
revenues in the December quarter than during the rest of the year.

Advertising Costs

Advertising  costs are expensed as incurred.  Advertising costs incurred for the
years  ended June 30, 2002 and 2001 was  $452,427  and  $591,894,  respectively.
Advertising  costs  incurred  for the year ended June 30,  2000 is  included  in
discontinued operations.

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


                                      F-11
<PAGE>

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.

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 years ended
June  30,  2002,  2001  and 2000  excludes  shares  of  1,737,910,  261,092  and
2,997,230,  respectively.  These shares are excluded due to their  anti-dilutive
effect as a result of the Company's loss from continuing operations during 2002,
2001 and 2000.

Reclassifications

Certain items in the prior year financial  statements have been  reclassified to
conform to the current period presentation.

Recently Issued Accounting Standards

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.

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.  For the
acquisition of Student Sports,  Inc. and any subsequent  acquisitions  which 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.

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


                                      F-12
<PAGE>

recognized as operating  expenses.  The Company performed the impairment test on
goodwill of Fantasy Sports as of June 30, 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
and pro forma  results of  operations  for fiscal 2001 and 2000 giving effect to
the adoption of SFAS 142, see Note 9.

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  will  be  effective  for the  Company's  financial
statements  beginning July 1, 2002,  with earlier  application  encouraged.  The
Company believes that the adoption of this statement will not have a significant
impact on the results of operations or financial position of the Company.

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 Company believes that adoption of this statement will not have a significant
impact on the results of operations or financial position of the Company.

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 Company believes that
the adoption of this statement will not have a significant impact on the results
of operations or financial position of the Company.

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. In addition,  the agreement calls for
certain potential  earn-outs of 33% of the pre-tax profits of Student Sports for
the years ending  December 31, 2002 and 2003, as defined.  This earn-out,  which
cannot exceed $500,000, is to be paid no later than April 30, 2004. Finally, the
seller is to receive 33% of certain litigation proceeds, as defined, if received
by the  Company.  As of June  30,  2002,  no  earn-out  had been  earned  and no
litigation proceeds have been received.

The  assets and  liabilities  are to be held in a new  wholly-owned  subsidiary,
Student Sports,  Inc. ("Student Sports") and will be reported as a new operating
segment  titled  marketing  services (see Note 18). The results of operations of
Student Sports were included in the consolidated  financial  statements starting
October 1, 2001.


                                      F-13
<PAGE>

The costs of the acquisition were allocated on the basis of the estimated fair
values of the assets acquired and liabilities assumed. These estimates are
subject to revision as better information becomes available. 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
                                                                    ===========

The  following  unaudited  pro forma  summary  presents  consolidated  financial
information as if the acquisition of Student Sports had occurred  effective July
1, 2001 and 2000, respectively. 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           2001
                                                                      ----           ----
<S>                                                            <C>            <C>
Revenue                                                        $ 4,597,144    $ 3,296,307
                                                               ===========    ===========
Loss before discontinued operations and extraordinary item      (4,073,069)    (8,225,777)
Discontinued operations                                                  -     (2,389,383)
Extraordinary item                                                       -      2,142,949
                                                               -----------    -----------
Net loss                                                       $(4,073,069)   $(8,472,211)
                                                               ===========    ===========

Loss per share - basic and diluted:
 Loss before discontinued operations and extraordinary item    $     (0.37)   $     (0.80)
 Discontinued operations                                                 -          (0.23)
 Extraordinary item                                                      -           0.20
                                                               -----------    -----------
 Net loss                                                      $     (0.37)   $     (0.82)
                                                               ===========    ===========

</TABLE>

On April 1,  2002,  Student  Sports  acquired  all of the  assets  of Area  Code
Baseball,  a company that operates elite regional high school  baseball  tryouts
and a national high school all-star baseball tournament.  The purchase price was
$100,000 and the purchase price has been allocated to goodwill.

On  November  17,  2000,  the  Company  acquired  all of the assets and  certain
liabilities of Fantasy Sports ("Fantasy").  Fantasy 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.  The costs of the
acquisition  were  allocated  on the basis of the  estimated  fair  value of the
assets acquired and liabilities assumed as required under purchase accounting.


                                      F-14
<PAGE>

     Acquisition Cost                                       $4,330,990
                                                            ==========
     Net Assets Acquired:
      Cash and cash equivalents                                863,276
      Current assets                                            25,985
      Property, plant and equipment                            193,472
      Intangibles                                            3,782,814
                                                            ----------
        Total assets                                         4,865,547

     Current Liabilities                                       534,557
                                                            ----------
                                                            $4,330,990
                                                            ==========

In connection with the acquisition of Fantasy,  the Company recorded intangibles
consisting  of  goodwill  and  customer  lists.  The  customer  lists  are being
amortized on a straight-line  basis over their expected useful lives of three to
ten years.

The  following  unaudited  pro forma  summary  presents  consolidated  financial
information  as if the  acquisition  of Fantasy had occurred  effective  July 1,
1999. The pro forma amounts include adjustments for amortization of intangibles.
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,
                                                               2001            2000
                                                               ----            ----
     <S>                                                        <C>             <C>
     Revenue                                               $  2,231,026    $  2,611,280
                                                           ============    ============
     Loss before extraordinary item                        $ (8,472,074)   $(39,178,696)
     Extraordinary item - gain on extinguishment of debt      2,142,949               -
                                                           ------------    ------------
        Net loss                                           $ (6,329,125)   $(39,178,696)
                                                           ============    ============
     Loss per share - basic and diluted:
        Loss before extraordinary item                     $      (0.96)   $      (5.00)
        Extraordinary item                                         0.24               -
                                                           ------------    ------------
        Net loss                                           $      (0.72)   $      (5.00)
                                                           ============    ============

</TABLE>

In  October  2001,  the  Company  received  $200,000  in cash and  approximately
$305,000  reduction in accounts payable  primarily related to the acquisition of
Fantasy Sports from Action Performance.  The cash amount, which had been held in
escrow, relates to settlement of a dispute related to the acquisition of Fantasy
regarding certain  disclosures made by Action at the time of acquisition and has
been used to  reduce  goodwill.  Of the  $305,000,  $130,000  was used to reduce
inventory  to fair value and the  remaining  $175,000  relating to the  purchase
price was also recorded as a reduction to goodwill.

NOTE 4.  ACCOUNTS RECEIVABLE

                                                        2002            2001
                                                        ----            ----

     Accounts receivable                              $294,619        $     -
     Less allowance for doubtful accounts              (27,211)             -
                                                      --------        -------
                                                      $267,408        $     -
                                                      ========        =======


                                      F-15
<PAGE>

NOTE 5.  INVENTORIES

Inventories consist of finished goods of $120,630 and $377,721 at June 30, 2002
and 2001, respectively. During fiscal 2002, inventory values were reduced by
approximately $130,000 due to a settlement with the seller of Fantasy (see Note
3) and by a bulk sale of inventory of approximately $150,000.

NOTE 6.  PROPERTY, PLANT AND EQUIPMENT

                                             2002              2001
                                             ----              ----

     Leasehold improvements                $ 15,853          $  7,264
     Plant and equipment                    365,969           251,021
     Motor vehicles                          15,000                 -
                                           --------          --------
                                            396,822           258,285
     Less accumulated depreciation          180,643            90,821
                                           --------          --------
                                           $216,179          $167,464
                                           ========          ========

Depreciation expense was $91,657,  $67,955, and $2,906,643,  for the years ended
June 30, 2002, 2001, and 2000, respectively.  Of this depreciation expense,$-0-,
$-0-, and $2,900,153, respectively, was included in discontinued operations.

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
                                                              Percentage        As of and for the Year Ended
                                                               Ownership      June 30, 2002     June 30, 2001
                                                               ---------      -------------     -------------
     <S>                                                       <C>              <C>            <C>
     Investments In and Receivables From
       Unconsolidated Affiliates:
        HotelSupplyGroup.com                                      51%           $       -      $         -
        Magnolia Broadband                                     13 and 48          831,066          631,066
        Other                                                                      12,500                -
                                                                                ---------      ------------
                                                                                $ 843,566      $   631,066
                                                                                =========      ============
     Share of losses of unconsolidated affiliates:
       HotelSupplyGroup.com                                       51            $       -      $   (14,032)
       Magnolia Broadband (includes $250,000
        provision relating to the convertible note
        and $-0- and $433,332, respectively,
        of goodwill amortization)                              13 and 48                -       (1,904,994)
                                                                                ---------      -----------
                                                                                $       -      $(1,919,026)
                                                                                =========      ===========

</TABLE>

HotelSupplyGroup.com

On July 13,  1999 the  Company  organized  a new  company,  HotelSupplyGroup.Com
Limited ("HSG"),  with  Intercommerce  Trading Limited.  HSG is 51% owned by the
Company and 49% by Intercommerce Trading limited.  However, the Company does not
have a majority voting interest; therefore, HSG has been accounted for under the
equity method in the consolidated financial statements.  A stockholder's loan of
$250,000  was  advanced  to HSG as initial  funding.  As of June 30,  2001,  the
Company's  investment in HSG was reduced to zero due to uncertainty  surrounding
its recoverability. HSG was subsequently liquidated.


                                      F-16
<PAGE>

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 calls 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 has  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 has been
reduced to  approximately  13% and will further reduce should the second tranche
of  financing  be  realized,  as well as any  exercise of  outstanding  Magnolia
employee stock options.  On a fully diluted basis,  the Company's  percentage in
Magnolia  will be reduced to  approximately  7%.  Effective at the time that the
Company's ownership percentage was reduced below 20%, the Company was accounting
for their  investment  in  Magnolia  under the cost  method.  While  Magnolia is
confident  that it can meet the  defined  technical  milestones  to  obtain  the
additional  funding,  there is no assurance  that this will occur.  Furthermore,
there is no assurance  that the full amount will be  sufficient  for Magnolia to
fund its future operations until it achieves revenues and profitability.

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 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 obligee.  Two notes require principal  payments
ranging from R175,000 to R184,000  through June 30, 2003. The third note was for
R52 million of which R20 million  (plus  accrued  interest of $346,231) has been
treated as contingent consideration to be recorded when collected. The remaining
R32  million is payable to the extent  the  borrower  collects  on Junior  debt.
Collections of Junior debt will be first charged  against  accrued  interest and
the excess applied to the receivable balance not to exceed tranches of R500,000.
Management  does not expect to receive  payments  on these notes until the third
quarter of fiscal  2003.  These notes bear  interest at rates based on the South
African  prime rate (at June 30,  2002 the rate was  11.35%).  Notes  receivable
include accrued interest of approximately $554,000.


                                      F-17
<PAGE>

                                                          June 30,
                                                   2002               2001
                                                   ----               ----
      Balance                                $4,269,109         $5,444,346
      Less current portion                      409,971            411,266
                                             ----------         ----------
      Long-term portion                      $3,859,138         $5,033,080
                                             ==========         ==========

NOTE 9.  INTANGIBLE ASSETS

The components of amortized intangible assets as of June 30, 2002 and 2001 is as
follows:

                                               Gross Carrying     Accumulated
                                                   Amount        Amortization

     Balance at June 30, 2002:
     Customer lists                                $245,000         $122,875
     Noncompete agreement                           225,000           33,750
                                                   --------         --------
                                                   $470,000         $156,625
                                                   ========         ========
     Balance at June 30, 2001:
     Customer lists                                $215,000         $ 50,250
                                                   ========         ========

The  components  of intangible  assets that have an indefinite  life and are not
amortizable at June 30, 2002 are as follows:

                                                  June 30,
                                                       2002
                                                       ----
     Trade Names                                   $485,000
     Internet domain                                 65,000
     Video and audiovisual materials                 50,000
     Copyright registration                          75,000
     Statistics database                             75,000
                                                   --------
                                                   $750,000
                                                   ========

All  intangible  assets  with  an  indefinite  life  identified  above  were  in
connection with the acquisition of Student Sports in September 2001.  There were
no intangible assets with indefinite lives in fiscal 2001.

Amortization  expense for intangible assets during the fiscal 2002 was $106,375.
Estimated  amortization  expense  for the  five  succeeding  fiscal  years is as
follows:

             2003                      $119,500
             2004                        70,750
             2005                        54,500
             2006                        49,875
             2007                        13,250


                                      F-18
<PAGE>

SFAS 142 was adopted July 1, 2001 for fiscal 2002. The following table shows the
Company's fiscal 2002, 2001 and 2000 results,  adjusted to exclude  amortization
related to goodwill and equity method goodwill:

<TABLE>
<CAPTION>

                                                                   Year Ended June 30,
                                                         2002             2001             2000
                                                         ----             ----             ----
<S>                                                <C>              <C>              <C>
Loss before extraordinary items - as reported      $  (3,788,800)   $  (7,400,109)   $  (38,662,486)
Add back:                                                                                         -
 Goodwill amortization                                         -          244,765                 -
 Equity method goodwill amortization                           -          433,326            90,278
 Goodwill amortization - discontinued operations               -           56,245           717,435
Deduct:
 Increase in loss on disposition                               -                -        (1,190,592)
                                                   -------------    -------------    --------------
Loss before extraordinary items - as adjusted      $  (3,788,800)   $   6,665,773    $  (39,045,365)
                                                   =============    =============    ==============
Net loss - as reported                             $  (3,788,800)   $  (5,257,160)   $  (38,662,486)
Add back:
 Goodwill amortization                                         -          244,765                 -
 Equity method goodwill amortization                           -          433,326            90,278
 Goodwill amortization - discontinued operations               -           56,245           717,435
Deduct:
 Increase in loss on disposition                               -                -        (1,090,592)
                                                   -------------    -------------    --------------
Net loss - as adjusted                             $  (3,788,800)   $  (4,522,824)   $  (39,045,365)
                                                   =============    =============    ==============
Loss per share - basic and diluted:
Loss before extraordinary items - as reported      $       (0.43)   $       (0.84)   $        (4.93)
Add back:
 Goodwill amortization                                         -             0.03                 -
 Equity method goodwill amortization                           -             0.05              0.01
 Goodwill amortization - discontinued operations               -             0.01              0.09
Deduct:
 Increase in loss on disposition                               -                -             (0.15)
                                                   -------------    -------------    --------------
Loss before extraordinary items - as adjusted      $       (0.43)   $       (0.75)   $        (4.98)
                                                   =============    =============    ==============
Net loss - as reported                             $       (0.43)   $       (0.60)   $        (4.93)
Add back:
 Goodwill amortization                                         -             0.03                 -
 Equity method goodwill amortization                           -             0.05              0.01
 Goodwill amortization - discontinued operations               -             0.01              0.09
Deduct:
 Increase in loss on dispositions                              -                -             (0.15)
                                                   -------------    -------------    --------------
Net loss - as adjusted                             $       (0.43)   $       (0.51)   $        (4.98)
                                                   =============    =============    ==============

</TABLE>


                                      F-19
<PAGE>

The changes in goodwill balance during fiscal 2002 are as follows:

<TABLE>
<CAPTION>

                                                                Internet
                                                                Fantasy
                                                  Marketing      Sports
                                                  Services        Games          Total
<S>                                             <C>           <C>            <C>
Balance at June 30, 2001, net                   $         -   $ 3,323,049    $ 3,323,049
Additions to goodwill:
   Acquisition of Student Sports, Inc.              336,038             -        336,038
   Acquisition of Area Code Baseball                100,000             -        100,000
Reductions in goodwill:
   Settlement of purchase price issues
       related to Fantasy Sports (see Note 3)             -      (375,225)      (375,225)
                                                -----------   -----------    -----------
Balance at June 30, 2002                        $   436,038   $ 2,947,824    $ 3,383,862
                                                ===========   ===========    ===========

</TABLE>

NOTE 10. ACCRUED LIABILITIES


                                                               June 30,
                                                         2002            2001
                                                         ----            ----

Accrued prize winner cash and merchandise awards       $185,337        $142,770
Due to Action Sports                                          -         175,225
Payroll and related payroll expenses                    119,327         116,458
Other                                                    90,523         119,289
                                                       --------        --------
                                                       $395,187        $553,742
                                                       ========        ========

NOTE 11. DEBT

Lines of Credit

Apart from a $50,000 unsecured line of credit for Fantasy Sports,  the Company's
subsidiaries  have no fixed  line of credit.  If and when they do borrow,  these
amounts are  guaranteed  by like  deposits  of cash at the parent or  subsidiary
level. Borrowings under the lines of credit at June 30, 2002, were $50,000 under
the line of credit  for  Fantasy  Sports  and  $53,955  under a secured  line of
credit.  These  lines of credit are  payable  on demand  with  monthly  interest
payments.  Interest is based on prime plus one half percent.  Interest  rates at
June 30, 2002 were 5.25%.

Long Term Debt

                                                           2002           2001
                                                           ----           ----

Increasing rate convertible debentures                    $     -       $300,000
Debenture redemption reserve fund                               -        61,836
Equipment loans                                             7,283             -
Capital lease obligations                                  51,175             -
                                                          -------       -------
                                                           58,458       361,836
Less current portion                                       22,682       361,836
                                                          -------       -------
Long-term debt, net                                       $35,776       $     -
                                                          =======       =======

Scheduled  debt  maturities for the next five fiscal years are $22,682 in fiscal
2003, $18,168 in fiscal 2004 and $17,608 in fiscal 2005.


                                      F-20
<PAGE>

Increasing Rate Subordinated Convertible Debentures

15,000 increasing rate subordinated  convertible  debentures of $1,000 each were
issued on October 31, 1997.  These  debentures  bear  interest at the  following
rates which is payable quarterly:

          4% per annum for the year ending October 31, 1998;  4.5% per annum for
          the two years ending  October 31, 2000;  and 5% per annum for the year
          ending October 31, 2001.

The debentures  were  convertible  into shares of common stock, at the option of
the  debenture  holder,  at any time prior to  maturity  at a price of $9.50 per
share.  The debentures may be redeemed at the option of the Company from October
31, 1998, if the Company's common stock trades at more than $14.25 per share for
30 consecutive  market days.  Should the debentures not be converted into shares
of common stock prior to October 31, 2001,  the maturity  date,  the  redemption
value of the debentures will be 122.5% of the principal amount.

During fiscal 2000, 3,000 increasing rate subordinated convertible debentures of
$1,000 each were  converted  to shares of common  stock at $9.50 per share.  The
unamortized  debt issue costs  related to these  debentures  was offset  against
additional paid-in capital. There were no debentures converted into common stock
in fiscal 2001.

Debt issue costs of $669,294  relating to these  debentures were being amortized
over the term of the debenture  issue. The charge to interest expense for fiscal
year 2002 was  immaterial.  The charge to interest  expense for fiscal year 2001
was $107,310.

As of June 30, 2001, the Company had redeemed all but $300,000 of the increasing
rate convertible  debentures (see below). The remaining debentures were redeemed
at maturity in October 2001

Debenture Redemption Reserve Fund

Under the terms of the increasing rate subordinated  convertible  debentures,  a
redemption  reserve  fund was created to accrue for the premium  required on the
redemption of those  debentures on October 31, 2001.  This debenture  redemption
reserve fund was created on the straight-line basis over the remaining period of
the debenture  tenure.  The charge to interest  expense for fiscal year 2002 and
2001 for the debenture redemption reserve was $4,248 and $275,107, respectively.

In connection with redemption of the increasing  rate  subordinated  convertible
debentures  in fiscal 2001,  the Company  recognized  an  extraordinary  gain of
$2,142,949  (net of  $119,323  debenture  issuance  costs and $24,000 of accrued
interest  write-off) of previously  accrued amounts in the debenture  redemption
reserve fund (see Note 16). The balance of the debenture redemption reserve fund
at June 30, 2001 was $61,836. This was paid at maturity in October 2001.

NOTE 12. FSAH MANDATORY REDEEMABLE STOCK

On April 16, 1999, FSAH issued 60,000,000  mandatory  redeemable preferred stock
for R60,000,000, each with a par of R0.001. FSAH is a wholly owned subsidiary of
the  Company.  The  preferred  stock was  redeemable  on April  17,  2002 at the
original issue price.  Dividends on the preferred stock are equal to the greater
of (i) the dividend  declared by Lifestyle,  a subsidiary of FSAH, listed on the
Johannesburg  Stock Exchange,  or (ii) 125% of the prior year's dividend.  These
dividends  accrued  annually  and were  payable 3 days after the  receipt of the
Lifestyle  dividend or, if no such dividend was  declared,  annually on February
19. No  dividends  were  declared  in 2001 and 2000.  During  2001,  the Company
redeemed all the redeemable preferred stock with proceeds received from the sale
of Lifestyle.


                                      F-21
<PAGE>

NOTE 13. GAIN ON SALE OF SUBSIDIARY STOCK

The gain on disposal of  subsidiary  stock  includes any gains or losses made on
the dilution of the Company's effective interest in subsidiaries by the issuance
of shares in its underlying subsidiaries to minority stockholders.

The gain on disposal and dilution  recognized in the consolidated  statements of
operations was comprised of the following:

                                                                          2000
                                                                          ----

Proceeds received                                                       $421,400
Less net carrying value of shares of First Lifestyle Holdings Limited    317,895
                                                                        --------
                                                                         103,505
Loss on dilution in First Lifestyle Holdings Limited                           -
                                                                        --------
                                                                        $103,505

There was no such gain for the years ended June 30, 2002 and 2001.

NOTE 14. INCOME TAXES

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

                                   2002       2001        2000
                                   ----       ----        ----
     Current:
        Federal                    $  -       $  -        $619
        State                         -          -           -
                                   ----       ----        ----
                                      -          -         619
                                   ----       ----        ----
     Deferred:
        Federal                       -          -           -
        State                         -          -           -
                                   ----       ----        ----
                                      -          -           -
                                   ----       ----        ----
                                   $  -       $  -        $619
                                   ====       ====        ====

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

<TABLE>
<CAPTION>

                                                                   2002             2001             2000
                                                                   ----             ----             ----
<S>                                                           <C>               <C>              <C>
     Tax benefit at the statutory rate of 34%                 $(1,288,192)      $(1,703,647)     $(1,439,085)
     Tax benefit relating to income in non-taxing
        jurisdictions                                             612,297         1,031,590        1,439,085
     State income taxes, net of federal income tax                (59,638)          (59,299)               -
     Travel and entertainment                                       4,376             2,276                -
     Valuation allowance                                          731,157           729,080                -
                                                              -----------       -----------      -----------
                                                              $         -       $         -      $         -
                                                              ===========       ===========      ===========

</TABLE>

At  June  30,  2002,  the  Company  has  available  a U.S.  net  operating  loss
carryforward of approximately $2,797,000 which expires through 2017.


                                      F-22
<PAGE>

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,  2002  and  2001,  a  valuation  allowance  has  been
established against the deferred tax asset since the Company believes it is more
likely than not that the amounts will not be realized.

The components of the deferred tax assets  (liabilities) were as follows at June
30, 2002 and 2001:

             Current:                           2002           2001
                                                ----           ----
              Net operating loss         $ 1,034,750    $   279,280
              Accrued prize winnings          61,434         53,063
              Accrued pit points               7,104              -
              Deferred revenue               377,429        341,658
                                         -----------    -----------
                                           1,480,717        674,001
                                         -----------    -----------
            Long-term:
              Amortization of goodwill       (31,191)        49,475
              Depreciation                    10,713          5,604
                                         -----------    -----------
                                             (20,478)        55,079
                                         -----------    -----------
                                           1,460,239        729,080
            Total valuation allowance     (1,460,239)      (729,080)
                                         -----------    -----------
            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 2002 and 2001.

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 2002, 2001 and 2000.

NOTE 15. DISCONTINUED OPERATIONS

First Lifestyle Holdings Limited ("Lifestyle")

During 2000, the Company  changed its focus away from investing in South African
based industries. Although Lifestyle had performed well over the past few years,
it no longer fit the Company's investment strategy. On June 21, 2000 the Company
received an offer from  Lifestyle  management to buy Lifestyle from the Company.
The Company  accepted  the offer on September  26, 2000 at a general  meeting of
Lifestyle stockholders, which has been approved by the South African competition
authorities.

On August 14, 2000, the Company sold an effective 13.7% interest in Lifestyle to
the  existing  Lifestyle  management  as part  of the  plan  to  dispose  of the
Lifestyle  segment.  This sale was done on the same terms and  conditions as the
offer  made by  management  to the  remaining  stockholders  as  contained  in a
circular to Lifestyle stockholders dated September 4, 2000.

Regulatory approval was obtained from the South African Monopolies Commission on
October  12,  2000.  Proceeds  from the sale were  received on November 6, 2000.
Excluded  from  the  proceeds  below  are  R20  million  of a R52  million  note
(denominated in South African Rand) from Salwin Investments (Pty.) Ltd. (a South
African  company  formed for the  acquisition  of  Lifestyle).  The note accrues
interest and contains


                                      F-23

<PAGE>

provisions  for  the  payment  of  interest  and/or  principal,   based  on  the
performance or sale of the Lifestyle assets (see Note 8).

The following  summarizes  the operating  results of the Lifestyle  discontinued
operations:

                                              Four Months
                                                 Ended         Year Ended
                                              October 31,       June 30,
                                              -----------       --------
                                                 2001            2000
                                                 ----            ----

      Revenue                                $ 28,235,519    $ 93,292,006
                                             ============    ============
      Operating income                       $  1,646,745    $  6,471,842
                                             ============    ============
      Net income, net of minority interest
       of $798,671 and $3,479,293            $    823,373    $  3,188,161
                                             ============    ============
      Provision for loss on disposal         $ (2,389,383)   $ (6,823,816)
                                             ============    ============

Lifestyle was sold  effective  November 6, 2000, the date that the proceeds from
the sale were made available to the Company.  Therefore,  the results  presented
above for the period ended June 30, 2001 are for a four-month period.

Leisureplanet.com ("LPI")

Due to the lack of investor appetite for loss-generating Internet businesses, no
further  funding  was  available  to fund  the  activities  of  LPI,  previously
Leisureplanet  Limited, the Internet travel related business. On August 2, 2000,
LPI was placed under voluntary  administration in the United Kingdom.  On August
31, 2000, the administrator placed LPI into liquidation.  The liabilities of LPI
exceeded  the  assets  and,  where  appropriate,  provision  was  made  for  any
liabilities,  contingent or otherwise, which the Company incurred as of June 30,
2000.

     The following summarizes the operating results of the LPI segment:

                                                             Year Ended
                                                           June 30, 2000
                                                           -------------

       Revenue                                             $    546,942
                                                           ============
       Operating loss                                      $(30,124,852)
                                                           ============
       Net loss, net of minority interest of $14,598,890   $(15,119,447)
                                                           ============

NOTE 16.  EXTRAORDINARY ITEM

During  the  year  ended  June 30,  2001,  the  Company  purchased  and  retired
$11,700,000  face  value  of  the  increasing  rate   subordinated   convertible
debentures for face value plus accrued but not accreted interest. As a result of
these retirements, the Company recognized an extraordinary gain of $2,142,949 of
previously accrued but unpaid accreted interest (see Note 11).


                                      F-24
<PAGE>

NOTE 17. CASH FLOWS

Changes in operating assets and liabilities consist of the following:

<TABLE>
<CAPTION>

                                                              2002           2001           2000
                                                              ----           ----           ----
<S>                                                       <C>            <C>             <C>
Increase in accounts receivable                           $    48,141    $         -     $ (837,497)
Decrease (Increase) in inventories                            256,091       (361,818)     (1,415,494)
Increase in prepaid expenses and current assets                22,049       (569,714)     (2,245,402)
(Decrease) increase in accounts payable                       (98,092)       340,073       7,259,517
(Decrease) increase in accrued expenses                      (315,294)      (352,269)      1,703,222
Decrease in other taxes payable                                     -              -        (202,532)
Decrease in income taxes payable                                    -              -        (423,369)
                                                          -----------    -----------     -----------
                                                          $  (183,387)   $  (943,728)    $ 3,838,445
                                                          ===========    ===========     ===========

Dividends paid is reconciled as follows:

  Movement in opening and closing balances                $         -    $  (179,840)   $(1,572,434)
  Liability assumed upon disposition                                -        344,949              -
  Minority dividend movements                                       -              -        379,193
  Dividend charge                                                   -       (165,109)      (149,755)
                                                          -----------    -----------    -----------
  Dividends paid                                          $         -    $         -    $(1,342,996)
                                                          ===========    ===========    ===========

        Netcash provided by (used in) discontinued
           operations consists of the following:

              Net loss of discontinued operations         $         -    $(2,389,383)   $(34,429,264)
              Provision for losses on discontinuance                -              -      22,497,978
              Depreciation and amortization                         -        950,388       4,549,060
              Minority share of (losses) gains                      -        844,273     (11,119,597)
              Changes in operating accounts                         -       (824,326)              -
              Interest in losses of affiliates                      -         13,579          23,111
              Net loss on sale of assets                            -         21,278               -
              Movement in deferred income taxes                     -        294,018               -
              Shares to be issued                                   -              -       3,446,663
                                                          -----------    -----------    ------------

                                                          $         -    $(1,090,173)   $(15,032,079)
                                                          ===========    ===========    ============

        Non-cash investing and financing activities:

           Gain on extinguishment of accrued but unpaid
              accreted interest                           $         -    $2,142,949    $           -
                                                          ===========    ===========    ============
           Retirement of treasury shares                      $62,037    $1,011,232    $           -
                                                          ===========    ===========    ============
</TABLE>


NOTE 18.  BUSINESS SEGMENT INFORMATION

As a result of the  acquisition  of Student Sports (see Note 3), the Company now
operates in two segments - marketing services and Internet fantasy sports games.
The  operations  of  the  marketing  services  segment  produces   publications,
television programs and various marketing initiatives for the high school sports
market.  The operations of the Internet fantasy sports games segment  specialize
in Internet-based  subscriptions for NASCAR, college football and basketball and
other fantasy  sports games.  Management  has chosen to organize the  enterprise
around differences in products and services it provides.


                                      F-25
<PAGE>


Information concerning  identifiable assets as of June 30, 2002 and 2001 for the
two  segments in which the Company  operates are shown in the  following  table.
Corporate assets are principally cash and notes receivable. The Company does not
have any operations outside the United States.

                                                           June 30,
Identifiable assets:                                2002                2001
                                                    ----                ----
Segments:
     Marketing services                      $ 1,910,896         $         -
     Internet fantasy sports games             3,439,032           4,750,222
                                             -----------         -----------
                                               5,349,928           4,750,222
     Corporate                                 7,621,361          11,181,635
                                             -----------         -----------
Consolidated Totals                          $12,971,289         $15,931,857
                                             ===========         ===========

<TABLE>
<CAPTION>

                                                                 Year Ended June 30,
                                                           2002           2001          2000
                                                           ----           ----          ----
<S>                                                    <C>            <C>            <C>
Revenues:
Segments:
     Marketing services                                $ 1,121,201    $         -    $         -
     Internet fantasy sports games                       3,107,334      1,301,432              -
                                                       -----------    -----------    -----------
Consolidated totals                                    $ 4,228,535    $ 1,301,432    $         -
                                                       ===========    ===========    ===========

Loss from continuing operations before
  income taxes:
Segments:
     Marketing services                                $  (824,761)   $         -    $         -
     Internet fantasy sports games                        (935,169)    (1,320,268)             -
                                                       -----------    -----------    -----------
                                                        (1,759,930)    (1,320,268)             -
Corporate:
     Corporate general and administrative               (1,243,357)    (1,720,235)    (2,491,128)
     Gain on sale of subsidiary stock                            -              -        103,505
     Other income                                          (50,917)       200,757              -
     Foreign currency losses                            (1,345,348)    (1,042,474)       (80,702)
     Equity in losses of affiliates                              -     (1,919,026)      (251,163)
     Preference dividend                                         -       (165,109)      (149,755)
     Interest income                                       622,151      1,527,877        668,109
     Interest expense                                      (11,399)      (572,248)    (2,031,469)
                                                       -----------    -----------    -----------
Consolidated totals                                    $(3,788,800)   $(5,010,726)   $(4,232,603)
                                                       ===========    ===========    ===========

</TABLE>

NOTE 19. 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


                                      F-26
<PAGE>

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, 2002,  has granted  options to purchase  876,666
shares  of common  stock  under the Plan,  of which  110,000  options  have been
exercised.

The options issued under the plan still  outstanding  are reflected in the table
below.

                                               Shares             Weighted
                                             Subject to           Average
                                               Options         Exercise Price
                                             Outstanding          Per Option

Balance at June 30, 1999                    1,040,000             $   4.21
Granted - non-plan options                    600,000                 4.88
Granted - plan options                         60,000                 3.76
Exercised - non-plan options                 (100,000)                2.00
Exercised - plan options                      (80,000)                4.75
                                            ---------
Balance at June 30, 2000                    1,520,000                 4.54

Granted - non-plan options                    250,000                  .75
Granted - plan options                         45,000                  .75
Expired - non-plan options                    (71,669)                3.29
                                            ---------
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
                                            =========


                                      F-27
<PAGE>


Significant  option  groups  outstanding  at June 30, 2002 and related  weighted
average exercise price and weighted average remaining life are as follows:

<TABLE>
<CAPTION>

                         Options Outstanding                                        Options Exercisable
           ------------------------------------------------              -------------------------------------------
                                               Weighted                                 Weighted       Weighted
                 Range of                       Average                                 Average         Average
                 Exercise                      Exercise                                 Exercise       Remaining
                  Prices         Shares          Price                     Shares        Price       Life (years)
                  ------         ------          -----                     ------        -----       ------------
<S>          <C>                 <C>              <C>                      <C>           <C>              <C>
             Less than $1.00       135,000        $0.56                     85,000       $0.42            4.39
              $1.00 to $2.19       385,000         1.03                    330,000        1.13            3.05
              $3.75 to $4.88     1,023,333         4.38                    856,665        4.44            3.05
              $5.00 to $6.00       270,000         5.13                    270,000        5.13            3.14

</TABLE>


The  Company has also  issued  options to an employee to acquire  4.45 shares of
Fantasy common stock for $47,191 per share.  These options vest  immediately and
have 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 has a remaining life of 2.3 years.

The  Company  measures  compensation  cost for its stock  option  plan using the
intrinsic value based method of accounting.

Had the  Company  used the fair  value-based  method of  accounting  to  measure
compensation  expense for its stock option grants and charged  compensation cost
against  income over the vesting  periods  based on the fair value of options at
the date of the grant, income from continuing operations and the related diluted
per common share amounts for 2002,  2001 and 2000 would have been reduced to the
following proforma amounts:

<TABLE>
<CAPTION>
                                                                         2002             2001            2000
                                                                         ----             ----            ----
         <S>                                                          <C>              <C>            <C>
         Loss from continuing operations:
              As reported                                             $(3,788,800)     $(5,010,726)   $(4,233,222)
              Pro forma                                                (4,656,802)      (5,849,374)    (6,809,446)

         Loss from continuing operations - per share -
           basic and diluted:
              As reported                                                 $(0.43)          $(0.57)        $(0.54)
              Pro forma                                                    (0.53)           (0.66)         (0.86)

</TABLE>


                                      F-28
<PAGE>


The weighted  average grant date fair value of options granted in 2002, 2001 and
2000 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>
                                                                         2002             2001            2000
                                                                         ----             ----            ----
          <S>                                                        <C>                <C>              <C>
          Weighted average grant-date fair value of
             options granted                                             $0.48           $0.54            $4.07
          Assumptions:
             Risk free interest rate                                 3.99 to 4.48%       4.96%           14.96%
             Expected life                                              5 Years         5 Years          4 Years
             Expected volatility                                          96%             88%            106.45%
             Expected dividend yield                                     0.0%             0.0%            0.0%

</TABLE>

NOTE 20. 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.

During fiscal 2000,  25,000 of the debenture  warrants and 57,811 of the Class A
Redeemable warrants were exercised.

During  fiscal 2001,  the Company  issued  50,000  warrants to a consultant  for
services provided valued at $34,326.

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 23).

Warrants outstanding at June 30, 2002 were as follows:

         SILVERSTAR HOLDINGS, LTD.

<TABLE>
<CAPTION>

                                            Number of    Exercise      Expiration
                      Warrant                Warrants     Price           Date               Entitlement
                      -------               ---------    --------      ----------            -----------
         <S>                                 <C>         <C>        <C>               <C>
         Debenture Warrants                  110,000     $ 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

         Other Warrants                       50,000     $ 1.50     January 10, 2003  One share of common stock

</TABLE>


                                      F-29
<PAGE>

         FANTASY SPORTS, INC.

<TABLE>
<CAPTION>

                                            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>

NOTE 21. FANTASY ESCROW AGREEMENT

In November 2000, in connection  with the  acquisition  of Fantasy,  the Company
entered into an Escrow Agreement with the Seller. The Company deposited $250,000
with the escrow agent to secure various  obligations of the Seller on the terms,
and subject to the conditions, set forth in the Asset Purchase Agreement. Escrow
funds may be  released  from time to time  within  twelve  months  and after the
Company has given  written  notice of claim and such claim has been  approved by
the Seller. As of June 30, 2002,  $200,000 was repaid to the Company from escrow
funds.

NOTE 22. 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.

In 2000,  an additional  120,621  shares of common stock were issued to the FSAH
escrow agent in terms of the FSAC Escrow agreements  entered into, in connection
with the acquisition of Gull Foods.

No  further  shares  of  common  stock are to be issued in terms of FSAC or FSAH
escrow agreements.

In terms of the  agreements  entered into with the  previous  vendors of Piemans
Pantry,  Seemann's  Quality Meat  Products,  Gull Foods and Fifers  Bakery,  the
underlying  value of the FSAC escrow stock was  underpinned  at certain  minimum
values.  The previous vendors had the option to put the shares to the Company at
those values,  which was  obligated to honor the minimum  values placed on those
shares.  These vendors  exercised this option during 1999, which resulted in the
redemption and cancellation of 1,583,059 FSAC A class common stock.

There are no further stock price warranties outstanding.


                                      F-30
<PAGE>

NOTE 23. 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 three 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    cost  effectively  leverage  various  media  platforms  to access  new
          subscription  based  product and content  offerings  for the marketing
          services segment;

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

Management  believes that its present financial resources are sufficient to meet
its  obligations  for  the  ensuing  twelve  months.  In  addition  to  cash  of
approximately  $2.7  million  at June 30,  2002,  the  Company  expects to begin
collecting  on an  outstanding  note  receivable  due  from  the  sale of  First
Lifestyle Holdings in March 2003, which will provide additional resources.

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  for the  year  ended  June 30,  2002  and 2001 was  approximately
$249,000 and $88,000,  respectively.  Office and equipment  lease expense in the
year ended June 30, 2000 was not significant.

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

               Year ending June 30:
                  2003                    $ 209,800
                  2004                       41,300
                  2005                       20,300
                  2006                        2,600
                                          ---------
                                          $ 274,000

LITIGATION
First South Africa Holdings (FSAH), our South African  subsidiary,  has received
notice  of a claim for  approximately  $250,000  from a holder  of FSAH  Class B
shares.  The claimant contends a breach of their FSAH escrow agreement issued in
connection  with the sale of their  business in 1997.  We believe  this claim is
without merit and FSAH will vigorously defend this matter.

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 the  resolution  of  pending  claims  will not have a
material  adverse  effect  on the  Companies'  operating  results  or  financial
position.


                                      F-31
<PAGE>

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
January 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 currently 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.

On December 18,  2000,  the Company  entered into an agreement  with an employee
that  provides for a base salary,  250,000 stock options that vest over a period
of time and 10,000 shares of the Company's  common stock issued upon  acceptance
of  the  employment  agreement.  The  agreement  also  allows  the  employee  to
participate in a management  bonus pool. Such pool will be comprised of up to 5%
of realized  capital  gains from the Company's  investments  made after April 1,
2000.

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 will  receive 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 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.

STUDENT SPORTS, INC.

On September 24, 2001, Student Sports entered into an Employment  Agreement with
an individual to serve as the Chief Executive  Officer of Student  Sports,  Inc.
beginning as of September 15, 2001 and  continuing  through and until  September
24, 2004. As compensation for his services,  the CEO will receive an annual base
salary of $150,000 with increases at the discretion of the board of directors of
Student  Sports.  In addition,  as an incentive to the CEO and the  employees of
Student Sports, a pool of up to 900,000 shares of Silverstar Holdings, Ltd., may
be issued to Mr.  Bark and the  employees  of  Student  Sports  based on certain
events, as defined in the agreement.

On April 1, 2002, in connection with the acquisition of Area Code Baseball,  the
Company  entered  into a Contract for Services  with an  individual  to serve as
director  of Area Code  Baseball  beginning  as of April 1, 2002 and  continuing
through and until  September 30, 2004.  This  individual will receive $3,000 per
month and up to $500 per month for  expenses  incurred  in  performing  services
under this agreement.

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 declared in 2002, 2001, or 2000.


                                      F-32
<PAGE>

The Company has guaranteed the banking facilities of certain of its subsidiaries
previously  disposed  of during the prior  year.  These  guarantees  amounted to
$900,000 as of June 30, 2002.  These  guarantees  are backed by a bank letter of
credit  collateralized  by a like  amount of cash.  The  Company is in  advanced
stages of negotiations to substantially reduce or remove these guarantees.

During  2001,  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.


NOTE 24. QUARTERLY INFORMATION (UNAUDITED)

<TABLE>
<CAPTION>

                                                                         Quarters Ended
                                                  --------------- -------------- -------------- -------------
                                                   September 30,   December 31,     March 31,      June 30,
                                                        2001           2001           2002           2002         Total
                                                   -------------   ------------     ---------      --------       -----
        <S>                                         <C>             <C>          <C>            <C>            <C>
        Revenues                                    $   997,024     $1,023,202   $    985,172   $  1,223,137   $ 4,228,535
        Loss from continuing operations                (823,368)    (1,928,935)      (780,592)      (255,905)   (3,788,800)
        Net loss                                       (823,368)    (1,928,935)      (780,592)      (255,905)   (3,788,800)
        Net loss per share - basic and diluted            (0.10)         (0.22)         (0.09)         (0.03)        (0.43)
        Weighted average common stock
           outstanding - basic and diluted            8,136,095      8,969,889      8,949,855      8,947,899     8,750,937

<CAPTION>

                                                                         Quarters Ended
                                                  -----------------------------------------------------------
                                                   September 30,   December 31,     March 31,      June 30,
                                                        2000           2000           2001           2001         Total
                                                   -------------   ------------     ---------      --------       -----

        <S>                                         <C>             <C>          <C>            <C>            <C>
        Revenues                                    $         -     $        -   $    511,900   $    789,532   $ 1,301,432
        Loss from continuing operations              (1,518,534)      (957,476)    (1,470,310)      (794,403)   (5,010,726)
        Net loss                                       (983,722)    (1,795,395)      (443,414)    (2,034,629)   (5,257,160)
        Net loss per share - basic and diluted            (0.11)         (0.19)         (0.05)         (0.25)        (0.60)
        Weighted average common stock
           outstanding - basic and diluted            9,315,265      9,274,776      8,680,302      8,129,654     8,849,663

</TABLE>


                                      F-33
<PAGE>

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

          None.


                                   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......................         56         Chairman of the Board
     Clive Kabatznik...................         45         Vice Chairman of the Board, Chief Executive Officer,
                                                           President and Chief Financial Officer
     Cornelius J. Roodt................         43         Director
     David BenDaniel...................         70         Director
     Joseph Weil.......................         47         Director
     Stanley Castleton.................         55         Director
     Greg Liegey.......................         39         Chief Executive Officer, Fantasy Sports, Inc.
     Andy Bark.........................         41         Chief Executive Office, Student Sports, Inc.

</TABLE>

MICHAEL  LEVY is our  co-founder  and has  served  as  Chairman  of our Board of
Directors since our inception. 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 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.

DAVID BENDANIEL, PH.D. has been a professor at Cornell University since 1985 and
is currently the Berens  Professor of  Entrepreneurship  at the Johnson Graduate
School of Management at Cornell  University.  Dr.  BenDaniel is the co-editor of
INTERNATIONAL  M&A, JOINT VENTURES AND BEYOND - DOING THE DEAL, printed in 1998.
Dr.  BenDaniel  holds  a B.A.  and  M.S.  in  Physics  from  the  University  of
Pennsylvania  and a Ph.D. in  Engineering  from the  Massachusetts  Institute of
Technology.


                                      -15-
<PAGE>


STANLEY  CASTLETON  is,  and for the past five years has been the  President  of
DDRM,  Inc.,  the  managing  general  partner  and asset  manager  of the Hilton
Anaheim, and he is currently also the Managing Member of DDRM Greatplace LLCD, a
real estate development company.

JOSEPH WEIL 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.

GREGORY  LIEGEY has been the Chief  Executive  Officer of Fantasy  Sports,  Inc.
since we acquired  that company in November  2000. He was the founder of Fantasy
Sports and since its inception in 1993, he has acted as Chief  Executive of that
company.  From 1988 to 1993, he was a manager of sales and marketing  accounting
at Pfaltzgraff.  From 1985 to 1988, he was a senior auditor at Arthur  Andersen.
Mr. Liegey holds a degree in accounting from Shippensburg University.

ANDY BARK has been the Chief Executive Officer of Student Sports,  Inc. since we
acquired it in September  2001.  He was the founder of Student  Sports and since
its inception in 1993 has been the Chief Executive Officer of that company.

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.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors has an audit committee and a compensation committee.  The
audit committee is composed of David BenDaniel,  Stanley Castleton and Cornelius
J. Roodt.  The audit committee is responsible for  recommending  annually to the
Board of Directors the independent  auditors to be retained,  reviewing with the
independent  auditors  the  scope  and  results  of  the  audit  engagement  and
establishing and monitoring our financial policies and control procedures.

The  compensation  committee  is  currently  composed of Michael Levy and Joseph
Weil.  The  compensation  committee has power and authority  with respect to all
matters  pertaining to compensation and the administration of employee benefits,
deferred compensation and our stock option plans.

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, 2002 were timely made.


                                      -16-
<PAGE>

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, 2000, June 30, 2001 and June 30, 2002. Apart from Mr. Kabatznik,  whose
annual  salary is  $315,000,  only one of our  executive  officers of any of our
subsidiaries  received compensation in excess of $100,000 during the fiscal year
ended June 30, 2002.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------------
                                            ANNUAL COMPENSATION                               LONG TERM COMPENSATION
                                            -------------------                               ----------------------
                             FISCAL
                              YEAR                                                         RESTRICTED       SECURITIES
NAME AND                     ENDED                                      OTHER ANNUAL      STOCK AWARDS      UNDERLYING
PRINCIPAL POSITION          JUNE 30,       SALARY         BONUS         COMPENSATION      STOCK AWARDS     STOCK OPTIONS
                             ------        ------         -----         ------------       ----------       ----------
<S>                           <C>          <C>            <C>                <C>              <C>           <C>
Clive Kabatznik,              2002         $ 315,000      $  0               ---              ---            5,000
President and Chief           2001           303,750         0                                                5,000
Executive Officer             2000           230,000         0                                              255,000

Andy Bark,                    2002           112,500         0                                               50,000
Chief Executive
Officer, Student
Sports, Inc.

</TABLE>

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;

The  options  granted to Mr.  Kabatznik  during  fiscal year ended June 30, 2001
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 $0.75 per share;

The  options  granted to Mr.  Kabatznik  during  fiscal year ended June 30, 2000
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 $5.125 per share; and

     o    a  non-plan  option  granted  by our Board of  Directors  to  purchase
          250,000  shares of our common stock which is currently  exercisable at
          an exercise price of $4.875 per share.

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

     o    an option granted under our 1995 Stock Option Plan to purchase  50,000
          shares of our common stock which is  exercisable  at an exercise price
          of $0.80 per share and vests on September 24, 2004.


                                      -17-
<PAGE>


OPTIONS GRANTED IN FISCAL 2002

         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, 2002,  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                           VALUE AT ASSUMED ANNUAL
                             SECURITIES             TO             SHARE                             RATE OF STOCK PRICE
                             UNDERLYING        EMPLOYEES IN       EXERCISE                              APPRECIATION
NAME                           OPTIONS         FISCAL YEAR         PRICE      EXPIRATION DATE          FOR OPTION TERM
----                         ----------      -----------------    --------    ---------------      ------------------------
                                                                                                     5%              10%
                                                                                                   --------      ---------
<S>                              <C>               <C>              <C>        <C>                 <C>           <C>
Clive Kabatznik                  5,000             900%             $.42       December 18,        $580.00       $1,282.07
                                                                                  2006

</TABLE>


AGGREGATED  OPTION  EXERCISES  IN LAST  FISCAL YEAR AND FISCAL  YEAR-END  OPTION
VALUES

         During the fiscal year ended June 30, 2002 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, 2002 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,  2002 or
$0.30, over the exercise price of the option.

<TABLE>
<CAPTION>

                                  NUMBER OF SECURITIES UNDERLYING
                                      UNEXERCISED OPTIONS AT            VALUE OF UNEXERCISED IN THE MONEY
                                          FISCAL YEAR-END                  OPTIONS AT FISCAL YEAR-END
                                  -------------------------------       ---------------------------------
NAME OF EXECUTIVE OFFICER         EXERCISABLE       UNEXERCISABLE       EXERCISABLE       UNEXERCISABLE
<S>                                  <C>                      <C>        <C>                 <C>
Clive Kabatznik                      725,000                  -          $        -          $        -

</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 for every year
of 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  of  the  Company
beginning as of February 1, 2000 and  continuing  through and until  January 31,
2005. As  compensation  for his services,  Mr.  Kabatznik will receive an annual
base salary of $300,000


                                      -18-
<PAGE>

(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 will serve as the Chief  Executive  Officer,  of Fantasy
Sports Inc.  beginning as of November 30, 2000 and continuing  through and until
November 30, 2003. As compensation for his services,  Mr. Liegey will receive an
annual base salary of $100,000 with  increases at the discretion of the board of
directors of Fantasy Sports Inc. In addition,  Mr. Liegey  received a three-year
option to acquire 5% of the shares of Fantasy  Sports,  Inc.  outstanding  as of
November 16, 2000,  at a price equal to that paid by  Silverstar  Holdings  upon
acquisition of the assets of Fantasy Sports Inc. A similarly priced  performance
based three-year  option to acquire a further 2.5% of the outstanding  shares of
Fantasy Sports Inc. as of November 16, 2000 was also issued to Mr. Liegey.  This
performance  based  option  will vest on the  earlier  of  Fantasy  Sports  Inc.
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.

On September 24, 2001, Student Sports, Inc. entered into an employment Agreement
with  Andrew  Bark (the  "Employment  Agreement").  Pursuant  to the  Employment
Agreement,  Mr. Bark will serve as the Chief Executive Officer of Student Sports
beginning as of September 15, 2001 and  continuing  through and until  September
24, 2004. As compensation for his services, Mr. Bark will receive an annual base
salary of  $150,000  with annual  increases  at the  discretion  of the board of
directors of Student Sports,  Inc. In addition,  as an incentive to Mr. Bark and
the  employees  of  Student  Sports,  Inc.,  a pool of up to  900,000  shares of
Silverstar Holdings,  Ltd., may be issued to Mr. Bark and the employees based on
the following events:

o    Should the aggregate  audited pretax profit reported by Student Sports Inc.
     (the "Company") for the two years ended December 31, 2002, and December 31,
     2003, be less than $1 million, no shares will be issued.

o    Should the aggregate audited pre-tax profit reported by the Company for the
     two years ended  December  31, 2002 and  December  31, 2003 be less than $2
     million,  90,000  shares from the pool shall be forfeited for each $100,000
     profit shortfall, up to a maximum of 900,000 shares.

o    In the event that a qualified  strategic  partner  makes a binding offer to
     invest in the Company prior to December 31, 2002 at a valuation equal to or
     greater than $7 million or prior to December 31, 2003 at a valuation  equal
     or greater than $9.35  million,  then the full  900,000  share pool will be
     issued.  A "qualified  investor" shall be deemed to be a major company that
     is investing cash or services with a demonstrable  value,  to be determined
     and agreed at the sole discretion of Silverstar in a reasonable  manner, of
     a minimum of $1 million.

o    50,000  Silverstar  options  at a strike  price of $0.80 per share  will be
     issued to Andy Bark.  These  options will vest at the earlier of 3 years or
     when any of the full  provisions for release of the 900,000 share incentive
     pool are achieved.

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:


                                      -19-
<PAGE>

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  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, 2001, we have granted options to purchase  876,666 shares
of our common stock under our 1995 Stock Option Plan, 110,000 of which have been
exercised.

NON-PLAN STOCK OPTIONS

We have  granted  non-plan  stock  options to purchase  1,100,000  shares of our
common  stock,  500,000 of which were granted at an exercise  price of $4.75 per
share and 600,000 of which were granted at $4.06 per share.

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.


                                      -20-
<PAGE>

ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of August 31, 2002, 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
                                                           Class B                     of             Voting
         Name and Address of                                Common                  Ownership          Power
         Beneficial Shareholder         Common Stock      Stock (2)                   (1)(3)           (1)(3)
         ----------------------         ------------      ---------                 ---------      -------------
         <S>                           <C>                <C>                         <C>              <C>
         Michael Levy                    310,000(4)       736,589(5)                  11.3%            30.8%
         9511 West River Street
         Shiller Park, IL 60176

         Clive Kabatznik                 817,500(6)       190,000                     10.4%            13.2%
         6100 Glades Road
         Suite 305
         Boca Raton, FL 33434

         Cornelius J. Roodt              185,000(7)             0                      2.0%             1.4%
         P.O. Box 4001
         Kempton Park
         South Africa

         American Stock Transfer         354,334(8)       166,452(8)                   5.8%             9.4%
            & Trust Company
         6201 15th Avenue
         Brooklyn, New York 11219

         David BenDaniel                  30,000(9)             0                        *                *
         6100 Glades Road
         Suite 305
         Boca Raton, Florida 33434

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

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

         All executive officers and    1,392,500(11)      926,589                     22.7%            43.22%
         directors as a group (5
         persons)

</TABLE>

* Less than 1%.


                                      -21-
<PAGE>

(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  300,000  shares of our common stock  issuable upon exercise of
        options that are immediately exercisable.

(5)     Includes (i) 570,137 shares of our Class B common stock and (ii) 166,452
        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  725,000  shares of our common stock  issuable upon exercise of
        options that are immediately exercisable.

(7)     Includes  185,000  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.

(9)     Includes 30,000 shares of our common stock issuable upon the exercise of
        options that are immediately exercisable.

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

(11)    Represents  1,290,000  shares issuable upon exercise of options that are
        immediately exercisable.


ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Not applicable.


                                      -22-
<PAGE>


                                     PART IV

ITEM 14.

          (A) EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

          1.  FINANCIAL STATEMENTS

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

SILVERSTAR HOLDINGS, LTD.

         Reports of the independent auditors
         Consolidated Balance Sheets at June 30, 2002 and 2001
         Consolidated Statements of Income for the years ended June 30, 2002,
         2001 and 2000 Consolidated Statements of Cash Flows for the years ended
         June 30, 2002, 2001, and 2000 Consolidated Statement of Changes in
         Stockholders' Investment for the period June 30, 2000 to June 30, 2002
         Notes to the Consolidated Financial Statements for the years ended June
         30, 2002, 2001, and 2000

          2.  FINANCIAL STATEMENT SCHEDULES:

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

          3.  EXHIBITS: - SEE BELOW

          (B)  REPORTS ON FORM 8-K

          Not applicable.

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

            3.1          Memorandum of Association of the Registrant(7)
            3.2          Bye-Laws of the Registrant(7)
            4.3          Indenture  dated April 25, 1997 between the  Registrant
                         and American Stock Transfer & Trust Company(1)
            4.4          Form of Debenture(8)
            4.5          Form of Placement Warrant(8)
            4.6          Stock Option Agreement(8)
            4.7          Indenture   dated   October  29,   1997,   between  the
                         Registrant   and  American   Stock   Transfer  &  Trust
                         Company(3)
            10.1         Form of Escrow  Agreement  regarding the Earnout Escrow
                         Shares(7)
            10.2         Form of FSAH Escrow Agreement(7)
            10.3         Form of First Amended and Restated Employment Agreement
                         of Clive Kabatznik(7)
            10.4         Form of FSAM Management Agreement(7)
            10.5         Form of Consulting Agreement with Michael Levy(7)


                                      -23-

<PAGE>

            10.6         1995 Stock Option Plan(7)
            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(9)
            10.8         Fantasy Sports Asset Acquisition  Agreement dated as of
                         November 17, 2000(10)
            10.9         Employment Agreement of Greg Liegey(11)
            10.10        Asset  Purchase  Agreement,  dated as of September  24,
                         2001, by and among the Company, Student Sports, Inc., a
                         California corporation, certain Shareholders of Student
                         Sports,  Inc.,  and Student  Sports,  Inc.,  a Delaware
                         corporation (11)
            21.1         Subsidiaries of the Registrant(12)
            23.1         Consent of PricewaterhouseCoopers(12)
            23.2         Consent of Rachlin Cohen & Holtz(12)
            99.1         Certification   Pursuant  to  18  U.S.C.  Section  1350
                         adopted  pursuant to Section 906 of the  Sarbanes-Oxley
                         Act of 2002(12)

(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 Annual Report on Form 10-K
        for the fiscal year ended June 30, 1997 (filed on September 29, 1997).
(3)     Incorporated  by reference is the  Registrant's  Current  Report on Form
        8-K, Exhibit 4.1 (filed on October 31, 1997).
(4)     Incorporated  by reference is the  Registrant's  Current  Report on Form
        8-K,  Exhibit 1 (filed on June 14, 1996) as amended on Form 8-K/A (filed
        on August 16,  1996) and as amended on Form 8-K/A  (filed on January 22,
        1998).
(5)     Incorporated  by reference is the  Registrant's  Current  Report on Form
        8-K,  Exhibit 1 (filed on  November  7,  1996) as  amended on Form 8-K/A
        (filed on March 14, 1997).
(6)     Incorporated  by reference is the  Registrant's  Current  Report on Form
        8-K, Exhibit 1 (filed on May 8, 1997) as amended on Form 8-K/A (filed on
        July  3,  1997).
(7)     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.
(8)     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).
(9)     Incorporated  by reference to the Company's  current  report on Form 8-K
        filed with the Commission on October 12, 2000.
(10)    Incorporated  by reference to the Company's  current  report on Form 8-K
        filed with the Commission on December 1, 2000.
(11)    Incorporated  by reference to the Company's  current  report on From 8-K
        filed with the Commission on October 9, 2001.
(12)    Filed herewith.


                                      -24-
<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 30th day of September, 2002.

                                           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             September 30, 2002
-------------------------          Directors
Michael Levy


/s/ Clive Kabatznik                President, Vice Chairman,            September 30, 2002
-------------------------          Chief Executive Officer, Chief
Clive Kabatznik                    Financial Officer, Director and
                                   Controller


/s/Cornelius Roodt                 Director                             September 30, 2002
-------------------------
Cornelius Roodt


                                   Director                             September __, 2002
-------------------------
David BenDaniel


/s/Stanley Casleton                Director                             September 30, 2002
-------------------------
Stanley Casleton


/s/Joseph Weil                     Director                             September 30, 2002
-------------------------
Joseph Weil

</TABLE>


                                      -25-
<PAGE>


                                  CERTIFICATION

I, Clive Kabatznik,  the Chief Executive  Officer and Chief Financial Officer of
Silverstar Holdings, Ltd., certify that:

1.   I have reviewed  this annual  report on Form 10-K of  Silverstar  Holdings,
     Ltd.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report and

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.


     Date: September 30, 2002                      /s/ Clive Kabatznik
           -------------------------               --------------------------
                                                   Clive Kabaznik
                                                   Chief Executive Officer and
                                                   Chief Financial Officer


                                      -26-
<PAGE>

                                  EXHIBIT INDEX


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

            3.1          Memorandum of Association of the Registrant(7)
            3.2          Bye-Laws of the Registrant(7)
            4.3          Indenture  dated April 25, 1997 between the  Registrant
                         and American Stock Transfer & Trust Company(1)
            4.4          Form of Debenture(8)
            4.5          Form of Placement Warrant(8)
            4.6          Stock Option Agreement(8)
            4.7          Indenture   dated   October  29,   1997,   between  the
                         Registrant   and  American   Stock   Transfer  &  Trust
                         Company(3)
            10.1         Form of Escrow  Agreement  regarding the Earnout Escrow
                         Shares(7)
            10.2         Form of FSAH Escrow Agreement(7)
            10.3         Form of First Amended and Restated Employment Agreement
                         of Clive Kabatznik(7)
            10.4         Form of FSAM Management Agreement(7)
            10.5         Form of Consulting Agreement with Michael Levy(7)
            10.6         1995 Stock Option Plan(7)
            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(9)
            10.8         Fantasy Sports Asset Acquisition  Agreement dated as of
                         November 17, 2000(10)
            10.9         Employment Agreement of Greg Liegey(11)
            10.10        Asset  Purchase  Agreement,  dated as of September  24,
                         2001, by and among the Company, Student Sports, Inc., a
                         California corporation, certain Shareholders of Student
                         Sports,  Inc.,  and Student  Sports,  Inc.,  a Delaware
                         corporation (11)
            21.1         Subsidiaries of the Registrant(12)
            23.1         Consent of PricewaterhouseCoopers(12)
            23.2         Consent of Rachlin Cohen & Holtz(12)
            99.1         Certification   Pursuant  to  18  U.S.C.  Section  1350
                         adopted  pursuant to Section 906 of the  Sarbanes-Oxley
                         Act of 2002(12)
----------
(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 Annual Report on Form 10-K
        for the fiscal year ended June 30, 1997 (filed on September 29, 1997).
(3)     Incorporated  by reference is the  Registrant's  Current  Report on Form
        8-K, Exhibit 4.1 (filed on October 31, 1997).
(4)     Incorporated  by reference is the  Registrant's  Current  Report on Form
        8-K,  Exhibit 1 (filed on June 14, 1996) as amended on Form 8-K/A (filed
        on August 16,  1996) and as amended on Form 8-K/A  (filed on January 22,
        1998).
(5)     Incorporated  by reference is the  Registrant's  Current  Report on Form
        8-K,  Exhibit 1 (filed on  November  7,  1996) as  amended on Form 8-K/A
        (filed on March 14, 1997).
(6)     Incorporated  by reference is the  Registrant's  Current  Report on Form
        8-K, Exhibit 1 (filed on May 8, 1997) as amended on Form 8-K/A (filed on
        July  3,  1997).
(7)     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


                                      -27-
<PAGE>

        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.
(8)     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).
(9)     Incorporated  by reference to the Company's  current  report on Form 8-K
        filed with the Commission on October 12, 2000.
(10)    Incorporated  by reference to the Company's  current  report on Form 8-K
        filed with the Commission on December 1, 2000.
(11)    Incorporated  by reference to the Company's  current  report on From 8-K
        filed with the Commission on October 9, 2001.
(12)    Filed herewith.


                                      -28-