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

                                    FORM 10-Q

       __X__  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

                                       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                                     Not Applicable
(State or Other Jurisdiction of                (IRS 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: 809-295-1422
      ---------------------------------------------------------------------
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report


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  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

       Yes              No     X
           --------         ---------

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

       Yes ____No __

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares of common  stock  outstanding  as of November  11, 2005 was
9,061,553.


<PAGE>



PART I - FINANCIAL INFORMATION

ITEM 1      Condensed Consolidated Balance Sheets at September 30, 2005
            (Unaudited) and June 30, 2005

            Condensed Consolidated Statements of Operations (Unaudited)
            for the three months ended September 30, 2005 and 2004

            Condensed Consolidated Statements of Cash Flows (Unaudited)
            for three months ended September 30, 2005 and 2004

            Notes to the Condensed Consolidated Financial Statements (Unaudited)

ITEM 2      Management's Discussion and Analysis of Financial Condition and
            Results of Operations

ITEM 3      Quantitative and Qualitative Disclosures About Market Risk

ITEM 4      Controls and Procedures

PART II - OTHER INFORMATION

ITEM 6      Exhibits

SIGNATURES


<PAGE>


SILVERSTAR HOLDINGS LTD - 10-Q                          Filing Date: ___________
--------------------------------------------------------------------------------


                   SILVERSTAR HOLDINGS, LTD. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                           SEPTEMBER 30,     JUNE 30,
                                         ASSETS                                                2005            2005
                                         ------                                                ----            ----
<S>                                                                                            <C>             <C>
Current Assets:
   Cash and cash equivalents, includes restricted cash of
              $313,414 and $67,189 respectively (see Note 8)                                4,740,414       4,870,486
   Accounts receivable, net                                                                    89,245          95,130
   Current portion of long-term notes receivable                                              136,635         118,272
   Prepaid expenses and other current assets                                                  261,701         183,221
      Option Contract                                                                         192,512         359,171
                                                                                              -------         -------

   Total Current Assets                                                                     5,420,507       5,626,280
                                                                                            ---------       ---------

Property, Plant and Equipment, net                                                            109,116         114,628
Investments in Non-Marketable Securities                                                      843,566         843,566
Long-Term Notes Receivable                                                                  3,317,885       3,135,763
Goodwill, net                                                                               3,752,756       3,715,153
Intangible Assets, net                                                                      1,266,675       1,241,701
Deferred Charges and Other Assets                                                             101,872          23,374
                                                                                              -------          ------

    Total Assets                                                                          $14,812,377    $ 14,700,465
                                                                                          ===========    ============

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

Current Liabilities:

   Line of credit                                                                       $     313,444   $      67,189
   Current portion of long-term debt                                                          231,463         220,845
   Accounts payable                                                                           377,065         395,383
   Accrued expenses                                                                           813,525         675,681
   Deferred revenue                                                                           387,697         629,248
                                                                                              -------         -------

    Total Current Liabilities                                                               2,123,194       1,988,346

Long-Term Debt                                                                                 99,272         150,047
Obligation to Issue Common Stock                                                              273,554         273,554
                                                                                              -------         -------

    Total Liabilities                                                                       2,496,020       2,411,947

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, 50,000,000 shares authorized; 8,233,324
     shares issued and outstanding                                                             82,333          82,333
Common stock, Class B, $0.01 par value; 2,000,000 shares authorized; 835,260
     shares issued and outstanding                                                              8,353           8,353
Common stock, FSAH Class B $0.001 par value; 10,000,000 shares authorized;
     2,671,087 shares issued and outstanding                                                      600             600
Additional paid-in capital                                                                 64,619,897      64,602,803
Accumulated deficit                                                                       (52,459,465)    (52,411,167)
Accumulated comprehensive income                                                               64,639           5,596
                                                                                               ------           -----
   Total stockholders' equity                                                              12,316,357      12,288,518
                                                                                           ----------      ----------
   Total liabilities and stockholders' equity                                             $14,812,377     $14,700,465
                                                                                          ===========     ===========
</TABLE>

            See notes to condensed consolidated financial statements.

                                        2
<PAGE>
SILVERSTAR HOLDINGS LTD - 10-Q                          Filing Date: ___________
--------------------------------------------------------------------------------

                   SILVERSTAR HOLDINGS, LTD. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     Three Months Ended September 30,
                                                                            2005             2004
                                                                            ----             ----

<S>                                                                      <C>              <C>
Revenues                                                                $966,437         $610,335
                                                                        --------         --------
Operating Expenses:
     Cost of sales                                                       500,858          280,820
     Selling, general and administrative                                 602,723          287,244
     Amortization of intangible assets                                    34,418              500
     Depreciation                                                          9,435            4,274
                                                                           -----            -----

         Total operating expenses                                      1,147,434          572,838
                                                                       ---------          -------

         Operating income (loss)                                        (180,997)          37,497

Other Income                                                              23,912          165,155
Foreign Currency Gains (Loss)                                             33,237         (229,213)
Interest Income                                                           84,114          157,404
Interest Expense                                                          (8,564)          (5,560)
                                                                          -------          ------

         Income (loss) before income taxes                               (48,298)         125,283

Provision for Income Taxes                                                  0.00             0.00
                                                                            ----             ----
Net Income (Loss)                                                     $  (48,298)       $ 125,283
                                                                      ===========       =========


Income (Loss) Per Share
        Basic and diluted                                             $     0.01        $    0.01
                                                                      ==========        =========

Weighted Average Common Stock Outstanding:
     Basic                                                             9,068,584        8,695,513
                                                                       =========        =========
     Diluted                                                           9,068,584        8,754,270
                                                                       =========        =========
</TABLE>


            See notes to condensed consolidated financial statements.

                                        3
<PAGE>

SILVERSTAR HOLDINGS LTD - 10-Q                          Filing Date: ___________
--------------------------------------------------------------------------------


                   SILVERSTAR HOLDINGS, LTD. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     Three Months Ended September 30,
                                                                            2005             2004
                                                                            ----             ----

<S>                                                                    <C>             <C>
Cash flow from operating activities:
     Net income (loss) from operations                                 $ (48,298)      $  125,283
Adjustments to reconcile net income (loss) to net cash
         used in operating activities:
     Provision for doubtful accounts                                      30,064                -
     Depreciation and amortization                                        43,853            4,774
     Stock-based compensation                                             17,094                -
       Warrants issued for services                                            -            9,600
     Unrealized foreign currency (gains) losses                          (97,358)         227,046
     Non-cash interest income on notes receivable                        (59,943)        (154,803)
     Changes in operating assets and liabilities                        (227,352)        (418,938)
     Increase in other assets                                               (284)               -
                                                                      -----------      -----------
              Net cash used in operating activities                     (342,224)        (207,038)
                                                                      -----------      -----------

Cash flows from investing activities:
     Acquisition expenses incurred                                        (78,197)              -
       Proceeds from repayment of long-term notes receivable              22,987           38,533
                                                                      -----------      -----------

              Net cash provided by (used in) investing activities        (55,210)          38,533
                                                                      -----------      -----------

Cash flows from financing activities:

     Short term borrowings, net                                          246,255           27,033
     Repayment of long term debt                                         (37,936)          (6,342)
                                                                      -----------      -----------

              Net cash provided by financing activities                   208,319          20,691
                                                                      -----------      -----------

Effect of exchange rates on cash                                           59,043               -
                                                                      -----------      -----------

              Net decrease in cash and cash equivalents                 (130,072)        (147,814)
                                                                      -----------      -----------

Cash and cash equivalents, beginning of period                          4,870,486       1,235,310
                                                                      -----------      -----------

Cash and cash equivalents, end of period                              $ 4,740,414      $1,087,496
                                                                      -----------      -----------
Supplemental cash flow information:

Cash paid for interest                                                $     8,608      $    5,560
                                                                      ===========      ===========

</TABLE>


            See notes to condensed consolidated financial statements.



                                       4
<PAGE>
SILVERSTAR HOLDINGS LTD - 10-Q                          Filing Date: ___________
--------------------------------------------------------------------------------


                   SILVERSTAR HOLDINGS, LTD. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1.    FINANCIAL INFORMATION

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  website,  and  specializes in  subscription  based
NASCAR,  college  football and  basketball  and other  fantasy  sports games and
Strategy   First  Inc.,  a  leading   developer  and   worldwide   publisher  of
entertainment  software for the Personal  Computer  (PC). We are also a minority
shareholder in Magnolia Broadband Wireless, a development stage company which is
developing mobile wireless broadband products.

NOTE 2.    BASIS OF PREPARATION

The  unaudited  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 the equity or cost method of
accounting.  All significant  intercompany  accounts and transactions  have been
eliminated in the consolidated financial statements.

Pursuant to the rules and regulations of the Securities and Exchange  Commission
for  Form  10-Q,  the  financial  statements,  footnote  disclosures  and  other
information  normally  included in financial  statements  prepared in accordance
with generally accepted accounting principles have been condensed. The financial
statements  contained  in this report are  unaudited  but, in the opinion of the
Company,   reflect  all   adjustments,   consisting  of  only  normal  recurring
adjustments  necessary to fairly present the financial  position as of September
30, 2005 and the results of operations and cash flows for the interim periods of
the fiscal year ending June 30, 2006  ("fiscal  2006") and the fiscal year ended
June 30, 2005 ("fiscal 2005")  presented  herein.  The results of operations for
any interim period are not necessarily  indicative of results for the full year.
These financial statements, footnote disclosures and other information should be
read in conjunction with the financial statements and the notes thereto included
in the Company's annual report on Form 10-K for the year ended June 30, 2005.

NET INCOME OR LOSS PER SHARE
Basic net income or loss per share is computed by dividing net income or loss by
the weighted average number of common shares outstanding.  Diluted net income or
loss per share is  computed  by  dividing  net  income  or loss by the  weighted
average number of common shares outstanding and dilutive potential common shares
reflecting  the  dilutive  effect  of  stock  options,   warrants,   convertible
debentures and shares to be issued in connection with the acquisition of Student
Sports.   Dilutive  potential  common  shares,   stock  options,   warrants  and
convertible  debentures  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.

STOCK-BASED COMPENSATION
In December  2004, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement  of Financial  Accounting  Standards  ("SFAS") No. 123R,  "Share-Based
Payment".  This standard  replaced  SFAS No. 123,  "Accounting  for  Stock-Based
Compensation" and supersedes Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees." The standard  requires  companies to
expense the fair value of stock  options on the grant date and is effective  for
annual  periods  beginning  after June 15, 2005. In accordance  with the revised
statement,  the  expenses  attributable  to  stock  options  granted  or  vested
subsequent to July 1, 2005,  will be recognized by the Company during the fiscal
year ending June 30,  2006.  The Company  recognized  expense of $17,094 for the
quarter  ended  September  30, 2005 for employee  stock options that vest during
fiscal 2006.


                                       5
<PAGE>
SILVERSTAR HOLDINGS LTD - 10-Q                          Filing Date: ___________
--------------------------------------------------------------------------------

SFAS No.  123,  "Accounting  for  Stock-Based  Compensation"  ("SFAS No.  123"),
encouraged  but did not require  companies  to record  stock-based  compensation
plans  using a fair  value  based  method.  The  Company  chose to  account  for
stock-based  compensation  using the intrinsic value based method  prescribed in
APB Opinion No. 25,  "Accounting  for Stock Issued to Employees"  for accounting
periods  ending before July 1, 2005.  Accordingly,  compensation  cost for stock
options was  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 for the quarter ending September 30, 2004.

If the  Company  used the fair  value-based  method  of  accounting  to  measure
compensation  expense  for  options  granted  at the date they were  granted  as
prescribed by SFAS No. 123, income/ (loss) per share from continuing  operations
for the quarter ending September 30, 2004 would not have changed as indicated by
the proforma amounts set forth in the table below.

<TABLE>
<CAPTION>
                                                                           Three Months ended September 30,

                                                                                         2004
                                                                                         ----

<S>                                                                                    <C>
         Income as reported                                                            $125,283
         Less: Compensation expense for options
              Awards determined by the fair-value -based
              Method                                                                          -
                                                                                       --------

         Proforma net income                                                           $125,283
                                                                                       ========

         Basic:
              As reported                                                                 $0.01
              Proforma                                                                    $0.01

         Assuming Full dilution:
              As reported                                                                 $0.01
              Pro forma                                                                   $0.01

</TABLE>

In July 2004,  180,000  warrants to purchase  shares of Class A common  stock at
$0.81 per share were granted to a consultant for services to be rendered.  These
warrants were valued at $115,210  using a  Black-Scholes  pricing model with the
following assumptions: expected volatility of 142%; a risk-free interest rate of
3.19% and an expected life of three years.  These  warrants  vested ratably over
the three-year  period of the agreement.  An expense has been recognized for the
fair value of these  warrants  granted to such  non-employees  in the amounts of
$9,600 for the first  quarter of fiscal  year  2005.  Effective  May 1, 2005 the
consultant  was  appointed to the Board of  Directors of Strategy  First and his
unvested warrants valued at $83,210 vested immediately.  These `were included in
compensation  expense  deducted  from  income  from  continuing   operations  as
prescribed by APB Opinion No. 25.

NOTE 3.   ACQUISITIONS

On   April   21,   2005,    the   Company    acquired    Strategy   First   Inc.
(www.strategyfirst.com),   a  leading  developer  and  worldwide   publisher  of
entertainment  software  for  the  PC.  We  acquired  the  company  through  the
jurisdiction  of the Montreal  bankruptcy  court.  As per the  approved  plan of
arrangement,  the Company  paid  consideration  to  creditors  of  approximately
$609,000 in cash;  the Company  issued  approximately  377,000  shares of Common
Stock and  warrants  to purchase  200,000  shares of common  stock;  the Company
assumed  approximately  $400,000 in existing  bank debt,  as well as  contingent
consideration based on the future profitability of Strategy First.



                                       6
<PAGE>
SILVERSTAR HOLDINGS LTD - 10-Q                          Filing Date: ___________
--------------------------------------------------------------------------------

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

        Acquisition cost                     $1,370,544
                                             ==========

        Net assets acquired:

           Current assets                    $  297,244
           Fixed assets                          82,664
           Goodwill                             764,089
           Intangible assets                  1,245,157
                                             ----------
                 Total assets                 2,389,154

           Current liabilities                  624,183
           Long-term debt                       394,397
                                             ----------
                 Total liabilities            1,018,580
                                             ----------
                                             $1,370,574
                                             ==========



NOTE 4.   INVESTMENT IN AFFILIATES

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

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

In assessing the fair value of our investment in Magnolia, we monitor Magnolia's
progress  through  monthly  board  meetings and  additional  formal and informal
communications. Since inception, Magnolia has set technical goals and timelines,
all of which were invariably met or surpassed.  Furthermore,  Magnolia has hired
high level technical staff with advanced degrees and experience in management of
corporations such as Nokia,  Bell Labs, and Motorola.  The willingness of highly
qualified   individuals  to  leave  established   corporations  for  a  start-up
opportunity  provided  validation for our belief in Magnolia's  potential.  This
promise was further  validated by the  significant  investments  made by leading
venture capital funds in various  tranches from 2002 through August 2005, and by
positive field trials and responses from  potential  customers,  most notably SK
Telecom and Sprint PCS.

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

The Company's ongoing monitoring and evaluation described above continues.  Over
the next twelve  months,  among other  goals,  Magnolia  anticipates  commercial
production  of its first  Chipset  product,  as well as  production  of a second
commercial Chipset product. Furthermore, it plans to have successfully completed
integration of these products into commercial  handsets thereby generating sales
revenue for the first  time.  The Company  will  continue to monitor  Magnolia's
progress and will evaluate the carrying value of its investment based upon these
milestones being met.



                                       7
<PAGE>
SILVERSTAR HOLDINGS LTD - 10-Q                          Filing Date: ___________
--------------------------------------------------------------------------------

NOTE 5.     INTANGIBLE ASSETS

The  components of  amortizable  intangible  assets as of September 30, 2005 and
June 30, 2005 are as follows:

<TABLE>
<CAPTION>
Balance at September 30, 2005           Gross Carrying     Accumulated
                                                Amount     Amortization            Total
                                            ----------     ------------         -----------

<S>                                         <C>             <C>                  <C>
        Customer lists                      $  215,000      ($ 205,000)          $   10,000
        Game titles                          1,280,628         (53,360)           1,227,268

        Covenant not to compete                 34,150          (4,743)              29,407
                                            ----------     ------------         -----------


        Balance at September 30, 2005       $1,529,778      ($ 263,103)          $1,266,675
                                            ==========     ============         ===========


Balance at June 30, 2005                Gross Carrying     Accumulated
                                                Amount     Amortization            Total
                                            ----------     ------------         -----------

        Customer lists                      $  215,000      ($ 204,500)          $    10,500
        Game titles                          1,220,802         (20,347)            1,200,455

        Covenant not to compete                 32,555          (1,809)               30,746
                                            ----------     ------------         ------------

        Balance at June 30, 2005            $1,468,357      ($ 226,656)          $ 1,241,701
                                            ==========     ============         ============
</TABLE>


Intangible  assets that are subject to  amortization  are reviewed for potential
impairment  whenever events or circumstances  indicate that carrying amounts may
not be recoverable. Assets not subject to amortization are tested for impairment
at least annually.

Amortization  expense for intangible assets for the first three months of fiscal
2006 was $ 34,418.  Estimated  amortization  expense for the rest of fiscal 2006
and for the succeeding four fiscal years is as follows:

        2006     106,085
        2007     141,446
        2008     139,549
        2009     130,063
        2010     130,063

  Thereafter     619,469
                 -------

               1,266,675
               =========



                                       8
<PAGE>
SILVERSTAR HOLDINGS LTD - 10-Q                          Filing Date: ___________
--------------------------------------------------------------------------------

The balance in goodwill is as follows:

<TABLE>
<CAPTION>
                                               Internet
                                               Fantasy
                                               Sports            Entertainment
                                               Games             Software                Total
                                             -----------         -------------        ----------
<S>                                          <C>                 <C>                  <C>
Balance at September 30, 2005                $ 2,947,824         $  804,932           $3,752,756
                                             ===========         ==========           ==========
Balance at June 30, 2005                     $ 2,947,824         $  767,329           $3,715,153
                                             ===========         ==========           ==========
</TABLE>

NOTE 6.    CASH FLOWS

The changes in operating assets and liabilities consist of the following:

<TABLE>
<CAPTION>
                                                                     Three Months Ended September 30,
                                                                    2005                      2004
                                                                   -------                   -------

<S>                                                              <C>                      <C>
(Increase) decrease in accounts receivable                       $   (24,474)             $       498
(Increase) decrease in inventories                                    (6,960)                   6,519
Increase in prepaid expenses and other current assets                (66,370)                (149,882)
Decrease in accounts payable                                         (17,743)                 (13,912)
Decrease in other provisions and accruals                           (111,805)                (262,161)
                                                                 ------------             ------------
                                                                 $  (227,352)             $  (418,938)
                                                                 ============             ============
</TABLE>


NOTE 7.    BUSINESS SEGMENTS

As a result of the  acquisition of Strategy First on April 21, 2005, the Company
now operates in two  segments -  entertainment  software  and  internet  fantasy
sports games.  The operations of the  entertainment  software  specialize in the
publishing of software games for the PC platform. 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 the
products and services it provides.

Information concerning identifiable assets as of September 30, 2005 and June 30,
2005 for the segments in which the Company  operated are shown in the  following
table. Corporate assets are principally cash and notes receivable.

<TABLE>
<CAPTION>
                                                          As of                     As of
Identifiable Assets:                                 September 30, 2005         June 30, 2005
                                                     ------------------         -------------
<S>                                                       <C>                  <C>
Segments:
     Entertainment software                               $   2,516,279        $  2,345,845
     Internet fantasy sports games                            3,214,537           3,195,566
                                                         --------------        ------------
                                                              5,730,816            5,541,411
      Corporate                                               9,081,561            9,159,054
                                                         --------------         -----------

Consolidated Totals                                       $  14,812,377        $  14,700,465
                                                         ==============        ============
</TABLE>




                                       9
<PAGE>
SILVERSTAR HOLDINGS LTD - 10-Q                          Filing Date: ___________
--------------------------------------------------------------------------------

Information  concerning  the results of  operations  for the three  months ended
September  30, 2005 and 2004 for the segments in which the company  operates are
as follows:

<TABLE>
<CAPTION>
                                                           Three Months Ended September 30,
                                                               2005                  2004
Revenues:                                                ---------------     ----------------

<S>                                                         <C>             <C>
Segments:
     Entertainment software                                $    370,709        $        0.00
     Internet fantasy sports games                              595,728              610,335
                                                           ------------        -------------
Consolidated Totals                                        $    966,437        $     610,335
                                                           ============        =============
Income (loss) from continuing operations:

Segments:
     Entertainment software                                $   (190,976)       $        0.00
     Internet fantasy sports games                              239,617              249,644
                                                           ------------        -------------
                                                                 48,641              249,644
Corporate:
     Corporate general and administrative expenses             (229,638)            (212,147)
     Other income                                                23,912              165,155
     Foreign currency gain (loss)                                33,237             (229,213)
     Interest income                                             84,114              157,404
     Interest expense                                            (8,564)              (5,560)
                                                           ------------        -------------
Consolidated Totals                                        $   (48,298)        $     125,283
                                                           ============        =============
</TABLE>


NOTE 8.    DEBT

LINES OF CREDIT

In June 2002, Fantasy Sports obtained a secured line of credit from Union Bank
of Switzerland ("UBS") up to $1.0 million, which is fully secured against cash
balances held in the Company's account. All amounts outstanding under the line
of credit are due on demand and bear interest at a rate of 4.75% as of September
30, 2005. The amount outstanding under this line of credit at September 30, 2005
and June 30, 2005 was $313,444 and $67,189, respectively.

LONG TERM DEBT

                                                September 30,          June 30,
                                                     2005                2005
                                                  ---------           ---------
        Vehicle loans                             $   9,170           $  10,633
        Term loan                                   321,565             360,259
                                                  ---------           ---------
                                                    330,735             370,892
        Less current portion                       (231,463)           (220,845)
                                                  ---------           ----------
        Long-term debt, net                        $ 99,272           $ 150,047
                                                  =========           ==========



                                       10
<PAGE>
SILVERSTAR HOLDINGS LTD - 10-Q                          Filing Date: ___________
--------------------------------------------------------------------------------

Scheduled debt maturities as of September 30, 2005 are as follows:

           1 Year or less:             $   231,463
           1-2 Years                        99,272
                                            ------
           Total                       $   330,735
                                           =======

NOTE 9.  GUARANTEES

During the quarter,  the Company  entered into  agreements  with two of Strategy
First's game  developers  to guarantee  certain of their royalty  payments.  One
guarantee  is limited  to  $100,000  and the other is  limited to a three  month
royalty amount that is not expected to exceed $50,000.  The royalties subject to
these  guarantees  are  expected to be earned from games  released in the second
quarter of fiscal 2006. As of September 30, 2005, no royalties  have been earned
under these agreements.

The Company  anticipates  that Strategy  First will pay the royalties due to its
developers  when earned and does not  anticipate  having to make payments  under
these guarantees.

NOTE 10.   SUBSEQUENT EVENTS

On October 21, 2005,  Silverstar  Holdings,  Ltd. (the "Company") entered into a
Securities  Purchase  Agreement  (the  "Agreement")  with DKR  SoundShore  Oasis
Holding Fund Ltd. (the  "Purchaser"),  pursuant to which the Purchaser  invested
$5,000,000  in the Company.  The Company  intends to use the  proceeds  from the
investment for potential acquisitions or working capital.

The  Company  issued  to the  Purchaser  a  Variable  Rate  Secured  Convertible
Debenture (the  "Debenture")  in the principal  amount of $5,000,000,  due on or
before the third anniversary of the closing.  The Debenture is to be convertible
at any time, at the option of the Purchaser,  into shares of common stock of the
Company, par value $0.01 per share (the "Common Stock") at a conversion price of
$1.738 per share. The Company has paid interest on the aggregate unconverted and
then  outstanding  principal  amount of the Debenture at an annual rate equal to
the Prime Rate (as defined in the  Debenture)  plus 1.5%, or such lesser rate as
set forth in the Debenture.  The Company has paid down the Debenture in 27 equal
monthly  installments  commencing on July 1, 2006.  The Company has the right to
redeem the  Debenture at any time  pursuant to the terms and  conditions  of the
Debenture.

The Company also issued to the Purchaser,  a Common Stock Purchase  Warrant (the
"Warrant")  pursuant to which the  Purchaser  is  entitled to purchase  from the
Company up to 791,139  shares of Common Stock at an exercise price of $1.896 per
share at any time before the fifth anniversary of the closing.

The Company's  obligations under the Debenture has been secured by a lien on all
assets of the Company in favor of the Purchaser pursuant to a Security Agreement
among the Company, all of the subsidiaries of the Company and the Purchaser, and
guaranteed  by all the  subsidiaries  of the Company  pursuant  to a  Subsidiary
Guarantee  made by the  Company's  subsidiaries  in favor of the  Purchaser.  In
addition, the obligations of the Company under the Debenture has been guaranteed
by Mr.  George  Karfunkel,  and  individual  investor,  pursuant  to a  Personal
Guarantee between Mr. Karfunkel and the Purchaser. The Company has agreed to pay
Mr.  Karfunkel a fee of $250,000  for the  guarantee  and 5% of the  outstanding
balance per annum thereafter.

Pursuant  to the  Agreement,  the  Company  agreed to hold a special  meeting of
shareholders  (which may also be at the annual meeting of  shareholders)  at the
earliest  practical  date following the closing date, and in any event within 60
calendar days following the closing date, for the purpose of obtaining  approval
as may be  required  by the  applicable  rules  and  regulations  of the  Nasdaq
SmallCap  Market  from the  shareholders  of the  Company  with  respect  to the
foregoing  transactions,  including  the  issuance of the shares of Common Stock
issuable upon exercise of the Warrant and  conversion of the Debenture in excess
of 19.99% of the  issued  and  outstanding  Common  Stock of the  Company on the
closing date.



                                       11
<PAGE>
SILVERSTAR HOLDINGS LTD - 10-Q                          Filing Date: ___________
--------------------------------------------------------------------------------

ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

BACKGROUND AND HISTORY

We  were  founded  in  September  1995  as  a  Bermuda   corporation  to  pursue
opportunities  in South Africa.  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 all our  operations in South Africa,  closed  Leisureplanet.com  and acquired
100% of Fantasy Sports,  Inc. In 2001, we acquired 100% of Student Sports,  Inc,
which we sold in 2003.  In 2005,  we acquired  100% of Strategy  First Inc. As a
result of these changes and developments,  we have  reestablished our investment
criteria. Currently, our strategy focuses on the following:

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

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

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

RESULTS OF OPERATIONS
Fantasy  Sports has seasonal  trends that affect the revenues and results of its
businesses.  Fantasy  Sports  accrues its  revenues and  recognizes  most of its
income during the June and September  quarters.  Therefore,  the results for the
December and March quarters are negatively affected by this seasonality.

QUARTER ENDED SEPTEMBER 30, 2005 AS COMPARED TO QUARTER ENDED SEPTEMBER 30, 2004

Since the  Company  has owned  Strategy  First  since  April  2005,  prior  year
comparisons  for this  operation  are not included in the MD&A.  During the last
fiscal year, Strategy First operated under bankruptcy protection.  Therefore its
prior  numbers do not  provide an accurate  or valid  comparison  to its current
operations.  As a result,  all fiscal 2005 numbers and percentages relate to the
standard owned operation of Fantasy Sports at that time.

REVENUES
Revenues  were  $966,000  in the first  quarter of fiscal  2006 as  compared  to
$610,000 in the same  period in the prior  year.  Revenues  for  Strategy  First
totaled $370,000 while Fantasy Sports revenues  decreased  slightly to $596,000.
Revenues  for the College  Football  Challenge  increased  $16,000 over the same
period  in the  prior  year  due to a  substantial  increase  in the  number  of
subscribers to this game. This increase was offset by revenue  decreases in auto
racing games.

COST OF SALES
Cost of sales were  $501,000,  or 51.8% of total  revenues in the first  quarter
fiscal 2006, as compared to $281,000,  or 46.1%, of total revenues,  in the same
period of the prior year.  Cost of sales for Fantasy  Sports were  $278,000,  or
46.6%,  of related  revenues and Cost of Sales for Strategy First were $223,000,
or 60.2%, of related revenues.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling,  general and  administrative  expenses for the first  quarter of fiscal
2006 were $603,000,  an increase of approximately  $316,000 over the same period
in the prior year.  Corporate  overhead expenses increased $18,000 from $210,000
to $228,000  primarily  due to increases in legal and other  professional  fees.
Expenses for Strategy First totaled $299,000.



                                       12
<PAGE>
SILVERSTAR HOLDINGS LTD - 10-Q                          Filing Date: ___________
--------------------------------------------------------------------------------

AMORTIZATION AND DEPRECIATION
Amortization of intangible  assets increased $34,000 in the first fiscal quarter
of fiscal 2006 from as a result of the  acquisition  of Strategy  First in April
2005.  Depreciation  expense was  approximately  $9,000 in the first  quarter of
fiscal 2006, an increase of approximately $5,000 to the comparative prior period
and incurred  primarily as the result of the  acquisition  of Strategy  First in
April 2005.

OTHER INCOME
Other income for the first  quarter of fiscal 2006  decreased  $141,000 over the
same period in the prior year. Other income for the 3 months ended September 30,
2004  included  approximately  $165,000  relating to a one-time  recovery from a
bankruptcy proceeding.

FOREIGN  CURRENCY  GAINS AND LOSSES
The foreign currency gains during the first quarter of fiscal 2006 were $33,000,
as compared to losses of $229,000 in the first  quarter of fiscal 2005.  Foreign
currency gains of $27,000 were related to the assets  remaining from the sale of
discontinued  South African  operations  and $6,000 were  recognized by Strategy
First. The functional Currency of Strategy First is the Canadian dollar and it's
products are sold  throughout the United States and Europe.  Gains (losses) from
the discontinued  South African operations are the result of the fluctuations of
the South  African  Rand  against the US dollar.  During the three  months ended
September 30, 2005 the Rand depreciated  approximately 5% against the US dollar,
while it depreciated 3% in the  corresponding  period last year. In fiscal 2006,
the increase in the market value of Rand put/US  dollar call option offset these
foreign  currency  losses  which  resulted in a net gain for the  period.  These
foreign currency gains are non cash items until converted into US dollars,  when
any accumulated gains or losses will be converted into cash.

INTEREST INCOME
Interest income of $84,000 was recorded during the first quarter of fiscal 2006,
as compared to interest  income of $157,000  during the same period of the prior
year.  The decrease in interest  income in the first  quarter of fiscal 2006 was
primarily the result of the lower principal  balances on the notes receivable of
the South African operations.

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 US income taxes and one is subject to
Canadian  income taxes.  Prior to this date,  they have incurred  losses for tax
purposes.  The  deferred  tax asset  generated  by the tax losses and  temporary
differences has been fully reserved.

NET INCOME (LOSS)
The Company  recognized a net loss of $48,000 during the first quarter of fiscal
2006 as compared  to net income of $125,000  during the same period in the prior
year for an overall decrease in net income of $173,000.  The reduction in income
over the prior year is  primarily  the result of  operating  losses of  $191,000
incurred by  Strategy  First.  Operating  Income for  Fantasy  Sports  decreased
$10,000 to  $240,000  as  compared  to the same  period in the prior  year.  The
decrease in operating  income was partially offset by the recognition of foreign
currency  gains of $33,000  for the first  quarter of fiscal 2006 as compared to
foreign  currency  losses of $229,000 for the same period of the prior year. The
company also recognized  $165,000 in other income for the one-time recovery from
a bankruptcy proceeding for the first quarter of fiscal 2005.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Cash  decreased by $130,000  from  $4,870,000  at June 30, 2005 to $4,740,000 at
September 30, 2005. The decrease in cash is a result of the payment of operating
expenses of the company in excess of revenues collected. Remaining cash is being
held for working capital purposes and to fund potential investments.

Working  capital  decreased  $341,000  from  $3,638,000  at  June  30,  2005  to
$3,297,000 at September 30, 2005. This decrease is primarily the result of draws
on the line of credit and decreases in cash.



                                       13
<PAGE>
SILVERSTAR HOLDINGS LTD - 10-Q                          Filing Date: ___________
--------------------------------------------------------------------------------

At September 30, 2005, the Company had borrowings of $644,000 which consisted of
$313,000 of advances  against  lines of credit  secured by like amounts of cash,
$9,000 of vehicle loans and $322,000 of term loans.

The  Company   believes  it  has  sufficient  cash  balances  and  liquidity  in
outstanding  notes  receivable  to meet  its  anticipated  short  and  long-term
obligations.

Currently,  the Company  owns  approximately  $3.5  million in notes  receivable
denominated  in South  African  Rand.  The largest of these notes is a note from
Salwin Investments Pty. Ltd. After a partial repayment of R31.5 million received
in  December  2004,  the  remaining  Salwin  note  has a  face  of  R18  million
(approximately $3 million).

This  Salwin  note is  secured  by  approximately  18% of the  shares  in  First
Lifestyle  Holdings,  has no fixed  repayment terms and, if not paid by November
2020,  will be cancelled.  The Company  monitors the financial  results of First
Lifestyle Holdings on a quarterly and annual basis. It is the Company's opinion,
based on reviews of audited financial  statements,  interim management accounts,
reviews  of  budgets  and  projections  and  inquiries  of  management  of First
Lifestyle  Holdings,  that the 18% shareholding of First Lifestyle  Holdings has
sufficient principal amount to support the carrying value of the Salwin note.

Once note payments are collected in South African Rand,  the Company  expects to
repatriate  those  funds  to  the  United  States.  The  Company  believes  that
repatriation of the full amount is allowable under current South African foreign
currency  regulations.   Over  the  last  six  years,  including  a  substantial
repatriation  during  the past 90 days,  the  Company  has,  from  time to time,
repatriated funds from South Africa without restriction.  However,  there can be
no guarantee that the South African foreign currency regulations will not change
in the  future  in a  manner  that  might  restrict  the  Company's  ability  to
repatriate the remaining assets.

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

REVENUES
Strategy  First  distributes  the majority of its products  through  third-party
software  distributors  to  mass-merchant  and major  retailers  and directly to
certain  Personal  Computer  ("PC")  software  retailers,   all  of  which  have
traditionally sold consumer  entertainment PC software  products.  Additionally,
Strategy  may  license  its  products to  distributors  in exchange  for royalty
payments.   The  distribution  of  products  is  governed  by  purchase  orders,
distribution  agreements  or direct sale  agreements,  most of which provide for
product  returns and price  markdowns.  For product  shipments to these software
distributors  or  retailers,  Strategy  First  records a  provision  for product
returns  and  price  markdowns  as a  reduction  of gross  sales at the time the
product passes to these distributors or retailers.  Revenue is recognized at the
time product is shipped by distributors.

The provision for  anticipated  product returns and price markdowns is primarily
based upon  Strategy  First's  analysis of historical  product  return and price
markdown results. If product sell-through results at retail store locations fall
significantly  below  anticipated  levels the adequacy of this  allowance may be
insufficient. Strategy First's reviews the adequacy of its allowance for product
returns and price markdowns and if necessary makes adjustments to this allowance
on a quarterly basis.

In the case of royalty income, Strategy First will recognize revenue when earned
based on sales reports from its distributors.  Most agreements require quarterly
reporting of sales with payment due within 45 days of the end of the quarter. In
many cases, Strategy First receives guaranteed royalty income and these revenues
are recorded upon performance of deliverables per the royalty agreements.

Revenues  generated by Fantasy Sports are seasonal from  mid-February to the end
of November. Fantasy Sports' collects the majority of its revenue from customers
at the  beginning  and  mid-point of a season and defers  recognition  of income
until the season  starts.  Once a season begins  revenue is  recognized  prorata
until the season ends.



                                       14
<PAGE>
SILVERSTAR HOLDINGS LTD - 10-Q                          Filing Date: ___________
--------------------------------------------------------------------------------

GOODWILL
Goodwill  represents the excess of the purchase price over the fair market value
of  net  assets  acquired.  Evaluating  goodwill  for  impairment  involves  the
determination of the fair market value of our reporting units.  Inherent in such
fair market value determinations are certain judgments and estimates,  including
the interpretation of current economic indicators and market valuations, and the
Company's  strategic  plans  with  regard  to  its  operations.  To  the  extent
additional information arises or the Company's strategies change, it is possible
that our conclusion regarding goodwill impairment could change, which could have
a material effect on the Company's financial position and results of operations.
For those reasons,  we believe that the accounting  estimate related to goodwill
impairment is a critical accounting estimate.

The  Company  reviews  goodwill  annually  (or  more  frequently  under  certain
conditions) for impairment in accordance  with SFAS No. 142,  Goodwill and Other
Intangible  Assets. The Company performed its annual impairment test of goodwill
as of June 30, 2005 and  determined  hat  goodwill was not  impaired.  While the
Company  believes that no  impairment  exists,  there can be no assurances  that
future  economic or financial  developments  might not lead to an  impairment of
goodwill.

INTANGIBLE ASSETS
Intangible assets include software game titles,  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  estimated  lives of three to ten  years.  Intangible
assets with indefinite  lives are not amortized but are evaluated for impairment
annually unless circumstances dictate otherwise, Management periodically reviews
intangible  assets for impairment based on an assessment of undiscounted  future
cash flows,  which are compared to the carrying value of the intangible  assets.
Should  these  cash  flows not  equate to or exceed  the  carrying  value of the
intangible,  a discounted cash flow model is used to determine the extent of any
impairment charge required.

ITEM 3A. 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.  Any movements of interest rates as
they relate to outstanding debt would be immaterial to the financial  results of
the Company.

INTEREST RATE RISK
At September 30, 2005, our cash resources and notes  receivable  earned 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.

FOREIGN CURRENCY RISK
Strategy First Inc. is incorporated in Canada and sells products  throughout the
United States and Europe. Its functional  currency is the Canadian Dollar.  This
has  exposed  the Company to market  risk with  respect to  fluctuations  in the
relative  value of the Euro,  British  Pound,  the  Canadian  Dollar  and the US
Dollar.

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
has  exposed  the Company to market  risk with  respect to  fluctuations  in the
relative value of the South African Rand against the US Dollar.

On March 9, 2005, the Company  acquired a  twelve-month  Rand put/US dollar call
option,  at a strike  price of R6.25 to the US  dollar.  During  its term,  this
option serves as a partial  protection  against the  depreciation of the SA Rand
versus the US dollar. The cost of the option was approximately  $200,000 and its
price was marked to market at the close of business on September  30, 2005.  The
Company will continue to adjust the market value of this option as of the end of
subsequent reporting periods.

At September 30, 2005, we had assets denominated in South African Rand of R 33.8
million.



                                       15
<PAGE>
SILVERSTAR HOLDINGS LTD - 10-Q                          Filing Date: ___________
--------------------------------------------------------------------------------

SUBSEQUENT EVENTS

On October 21, 2005, the Company  entered into a Securities  Purchase  Agreement
(the "Agreement") with DKR SoundShore Oasis Holding Fund Ltd. (the "Purchaser"),
pursuant to which the Purchaser invested $5,000,000 in the Company.  The Company
intends to use the proceeds from the  investment for potential  acquisitions  or
working capital.

The  Company  issued  to the  Purchaser  a  Variable  Rate  Secured  Convertible
Debenture (the  "Debenture")  in the principal  amount of $5,000,000,  due on or
before the third anniversary of the closing. The Debenture is convertible at any
time,  at the option of the  Purchaser,  into  shares of common  stock par value
$0.01 per share of the Company,  (the "Common  Stock") at a conversion  price of
$1.738 per share. The Company will pay interest on the aggregate unconverted and
then  outstanding  principal  amount of the Debenture at an annual rate equal to
the Prime Rate (as defined in the  Debenture)  plus 1.5%, or such lesser rate as
set forth in the Debenture.  The Company will pay down the Debenture in 27 equal
monthly installments commencing on July 1, 2006. The Company will have the right
to redeem the Debenture at any time pursuant to the terms and  conditions of the
Debenture.

The Company also issued a Common Stock Purchase  Warrant (the  "Warrant") to the
Purchaser  pursuant to which the  Purchaser  is  entitled  to purchase  from the
Company up to 791,139  shares of Common Stock at an exercise price of $1.896 per
share at any time before the fifth anniversary of the closing.

The Company's  obligations  under the Debenture will be secured by a lien on all
assets of the Company in favor of the Purchaser pursuant to a Security Agreement
among the Company, all of the subsidiaries of the Company and the Purchaser, and
guaranteed  by all the  subsidiaries  of the Company  pursuant  to a  Subsidiary
Guarantee  made by the  Company's  subsidiaries  in favor of the  Purchaser.  In
addition,  the obligations of the Company under the Debenture will be guaranteed
by Mr.  George  Karfunkel,  and  individual  investor,  pursuant  to a  Personal
Guarantee between Mr. Karfunkel and the Purchaser. The Company has agreed to pay
Mr.  Karfunkel a fee of $250,000  for the  guarantee  and 5% of the  outstanding
balance per annum thereafter.

Pursuant  to the  Agreement,  the  Company  must hold a special  meeting  of its
shareholders  (which may also be at the annual meeting of  shareholders)  at the
earliest  practical  date following the closing date, and in any event within 60
calendar days following the closing date, for the purpose of obtaining  approval
as may be  required  by the  applicable  rules  and  regulations  of the  Nasdaq
SmallCap  Market  from the  shareholders  of the  Company  with  respect  to the
foregoing  transactions,  including  the  issuance of the shares of Common Stock
issuable upon exercise of the Warrant and  conversion of the Debenture in excess
of 19.99% of the  issued  and  outstanding  Common  Stock of the  Company on the
closing date.

ITEM 4.  CONTROLS AND PROCEDURES

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

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



                                       16
<PAGE>

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



                                       17
<PAGE>
SILVERSTAR HOLDINGS LTD - 10-Q                          Filing Date: ___________
--------------------------------------------------------------------------------


                           PART II - OTHER INFORMATION

ITEM 6:  EXHIBITS

(a) Exhibits:

31.1   Certification pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

32.1   Certification  pursuant to 18 U.S.C. 1350 adopted pursuant to Section 906
       of the Sarbanes-Oxley Act of 2002.




                                       18
<PAGE>
SILVERSTAR HOLDINGS LTD - 10-Q                          Filing Date: ___________
--------------------------------------------------------------------------------

                                   SIGNATURES

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

Date:  November 14, 2005

                                            SILVERSTAR HOLDINGS, LTD.


                                            /s/ Clive Kabatznik
                                            ------------------------------------
                                            Clive Kabatznik
                                            Chief Executive Officer, President
                                            and Chief Financial Officer