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 December 31, 2001

                                       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  ___

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 February 11, 2001
was 8,069,899.

<PAGE>

PART I - FINANCIAL INFORMATION

Item 1      Condensed Consolidated Balance Sheets at December 31, 2001
            (Unaudited) and June 30, 2001

            Condensed Consolidated Statements of Operations (Unaudited) for the
            three months ended December 31, 2001 and 2000

            Condensed Consolidated Statements of Operations (Unaudited) for the
            six months ended December 31, 2001 and 2000

            Condensed Consolidated Statements of Cash Flows (Unaudited) for the
            six months ended December 31, 2001 and 2000

            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

PART II - OTHER INFORMATION

Item 6      Exhibits and Reports on Form 8-K

SIGNATURES


                                       2
<PAGE>
<TABLE>
<CAPTION>

                                    SILVERSTAR HOLDINGS, LTD. AND SUBSIDIARIES
                                       CONDENSED CONSOLIDATED BALANCE SHEETS


                                                      ASSETS

                                                                    December 30,         June 30,
                                                                            2001             2001
                                                                            ----             ----
                                                                     (Unaudited)
<S>                                                                 <C>              <C>
Current assets
     Cash and cash equivalents                                      $  3,510,682     $  5,664,013
     Accounts receivable, net                                            166,772               --
     Inventories                                                         216,209          377,721
     Current portion of notes receivable                                 298,648          411,266
     Prepaid expenses and other current assets                           102,022          153,148
                                                                    ------------     ------------
         Total current assets                                          4,294,333        6,606,148

Property, plant and equipment, net                                       178,720          167,464
Investments in affiliates                                                831,066          631,066
Long-term notes receivable                                             3,349,045        5,033,080
Intangible assets, net                                                 4,386,276        3,487,799
Deferred charges and other assets                                         17,785            6,300
                                                                    ------------     ------------
Total assets                                                         $13,057,225      $15,931,857
                                                                    ============     ============


</TABLE>








See notes to condensed consolidated financial statements.



                                       3
<PAGE>
<TABLE>
<CAPTION>


                                    SILVERSTAR HOLDINGS, LTD. AND SUBSIDIARIES
                                       CONDENSED CONSOLIDATED BALANCE SHEETS


                                       LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                    December 31,         June 30,
                                                                            2001             2001
                                                                            ----             ----
                                                                     (Unaudited)
<S>                                                                 <C>              <C>
Current liabilities
     Line of credit                                                 $     50,000     $         --
     Bank overdraft                                                           --           92,887
     Current portion of long term debt                                        --          361,836
     Accounts payable                                                    149,731          421,316
     Other provisions and accruals                                       153,261          553,742
     Deferred revenue                                                    627,838          923,366
                                                                    ------------     ------------
         Total current liabilities                                       980,830        2,353,147


Long term debt                                                            11,585               --
Obligation related to acquisition of Student Sports                      807,000               --
                                                                    ------------     ------------
Total liabilities                                                      1,799,415        2,353,147
                                                                    ------------     ------------

Stockholders' equity
Capital stock:
     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; 8,023,310 and 7,178,310 shares
         issued and outstanding, respectively                             80,233           71,783
     Common stock, class B, $0.01 par value; 2,000,000
         shares authorized; 946,589 shares issued and
         outstanding                                                       9,466            9,466
     Common stock, FSAH Class B, R0.001 par value;
         10,000,000 shares authorized; 2,671,087 shares
         issued and outstanding                                              600              600
Additional paid-in capital                                            63,772,890       63,349,937
Accumulated deficit                                                  (52,605,379)     (49,853,076)
                                                                    ------------     ------------
         Total stockholders' equity                                   11,257,810       13,578,710
                                                                    ------------     ------------
Total liabilities and stockholders' equity                          $ 13,057,225     $ 15,931,857
                                                                    ============     ============
</TABLE>








See notes to condensed consolidated financial statements.



                                       4
<PAGE>
<TABLE>
<CAPTION>

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


                                                                 Three Months Ended  December 31,
                                                                            2001             2000
                                                                            ----             ----

<S>                                                                   <C>             <C>
Revenues                                                              $1,023,202      $        --

Operating expenses:
     Cost of sales                                                       540,071               --
     Selling, general and administrative                               1,174,998          446,972
     Amortization of intangible assets                                    29,875           (6,055)
     Depreciation                                                         20,008            6,134
                                                                     -----------      -----------
                                                                       1,764,952          447,051
                                                                     -----------      -----------
         Operating loss                                                 (741,750)        (447,051)

Interest in losses of unconsolidated affiliates                               --         (678,903)
Preference dividend                                                           --          (43,531)
Other income                                                             (47,672)              --
Foreign currency losses                                               (1,278,598)        (323,526)
Interest income                                                          141,545          875,967
Interest expense                                                          (2,460)        (235,226)
                                                                     -----------      -----------

Loss from continuing operations, before income taxes                  (1,928,935)        (852,270)

Provision for income taxes                                                    --               --
                                                                     -----------      -----------

Loss from continuing operations                                       (1,928,935)        (852,270)
Discontinued operations:
   Loss on disposition, net of income taxes of $0                             --       (2,924,194)
                                                                     -----------      -----------

Net loss                                                             $(1,928,935)     $(3,776,464)
                                                                     ===========      ===========

Loss per share - basic and diluted:
     Continuing operations                                              $(0.22)           $(0.09)
     Discontinued operations                                                --             (0.32)
                                                                     -----------      -----------
     Net loss                                                           $(0.22)           $(0.41)
                                                                     ===========      ===========

Weighted average common stock outstanding:
     Basic and diluted                                                 8,969,899        9,274,776
                                                                     ===========      ===========

</TABLE>





See notes to condensed consolidated financial statements.



                                       5
<PAGE>
<TABLE>
<CAPTION>


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

                                                                    Six Months Ended December 31,
                                                                            2001             2000
                                                                            ----             ----
<S>                                                                   <C>             <C>

Revenues                                                              $2,020,226      $        --

Operating expenses:
     Cost of sales                                                       990,142               --
     Selling, general and administrative                               2,011,645          915,477
     Amortization of intangible assets                                    46,625          144,145
     Depreciation                                                         37,140            8,024
                                                                     -----------      -----------
                                                                       3,085,552        1,067,646
                                                                     -----------      -----------
         Operating loss                                               (1,065,326)      (1,067,646)

Interest in losses of unconsolidated affiliates                               --         (926,642)
Preference dividend                                                           --         (165,110)
Other income                                                             (47,672)              --
Foreign currency losses                                               (2,000,054)        (789,042)
Interest income                                                          372,321          875,967
Interest expense                                                         (11,572)        (403,538)
                                                                     -----------      -----------

Loss from continuing operations, before income taxes                  (2,752,303)      (2,476,011)

Provision for income taxes                                                    --               --
                                                                     -----------      -----------

Loss from continuing operations                                       (2,752,303)      (2,476,011)
Discontinued operations:
     Loss on disposition, net of income taxes of
         $0 and $0, respectively                                              --       (2,389,382)
                                                                     -----------      -----------

Net loss                                                             $(2,752,303)     $(4,865,393)
                                                                     ===========      ===========
Loss per share - basic and diluted:
     Continuing operations                                                $(0.32)          $(0.26)
     Discontinued operations                                                  --            (0.26)
                                                                          ------           ------
     Net loss                                                             $(0.32)          $(0.52)
                                                                          ======           ======

Weighted average common stock outstanding:
     Basic and diluted                                                 8,552,997        9,295,020
                                                                       =========        =========
</TABLE>






See notes to condensed consolidated financial statements.


                                       6

<PAGE>

<TABLE>
<CAPTION>

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

                                                                    Six Months Ended December 31,
                                                                            2001             2000
                                                                            ----             ----
<S>                                                                  <C>               <C>
Cash flow from operating activities:
     Net loss from continuing operations                             $(2,752,303)      $(2,476,011)
Adjustments to reconcile net loss to net cash
     used in operating activities:
         Dividend charge                                                      --          (165,110)
         Depreciation and amortization                                    83,765           152,169
         Foreign currency losses on notes receivable                   1,815,295
         Changes in operating assets and liabilities,
              net of discontinued operations                          (1,096,608)       (1,491,848)
         Changes in other assets                                         169,309               --
         Increase in debenture redemption reserve fund                     4,248           262,500
         Equity in losses of affiliates                                       --           926,642
                                                                     -----------       -----------
Net cash used in continuing operations                                (1,776,294)       (2,791,658)
Net cash used in discontinued operations                                      --          (783,913)
                                                                     -----------       -----------
Net cash used in operating activities                                 (1,776,294)       (3,575,571)
                                                                     -----------       -----------
Cash flows from investing activities:
     Acquisition of intangibles                                               --            (4,807)
     Acquisition of property, plant and equipment                         (5,445)       (1,640,963)
     Changes in long term receivables                                                    1,046,522
     Acquisition of subsidiary (net of cash of $863,337)                      --        (3,454,569)
     Proceeds on disposal of property, plant and equipment                    --            74,150
     Net proceeds on sale of discontinued operations                          --        11,102,549
     Proceeds on other assets sold                                            --             1,042
     Return of purchase price Fantasy Sports                             200,000                --
     Investment in affiliates                                           (200,000)               --
     Repayment of loan by affiliates                                          --           161,500
                                                                     -----------       -----------
Net cash (used in) provided by investing activities                       (5,445)       (7,285,424)
                                                                     -----------       -----------
Cash flows from financing activities:
     Short term borrowings, net                                           50,000        (1,008,243)
     Repayment of long term debt                                        (368,795)       (1,186,661)
     Repurchase of treasury shares                                       (52,797)         (215,642)
     Redemption of preference shares                                          --        (8,153,928)
                                                                     -----------       -----------
Net cash used in financing activities                                   (371,592)      (10,564,474)
                                                                     -----------       -----------
Effect of exchange rate changes on cash                                       --        (3,981,909)
                                                                     -----------       -----------
Net decrease in cash and cash equivalents                             (2,153,331)      (10,836,530)
Cash and cash equivalents, beginning of period                         5,664,013        29,853,067
                                                                     -----------       -----------
Cash and cash equivalents, end of period                              $3,510,682       $19,016,537
                                                                     ===========       ===========
Supplemental cash flow information:
Cash paid for interest                                                    $5,848         $135,000
                                                                          ======         ========
</TABLE>




See notes to condensed consolidated financial statements.



                                       7
<PAGE>

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

1.   Financial Information

Silverstar Holdings, Ltd. (the "Company"), was founded on September 6, 1995. In
fiscal 2001, the purpose of the Company 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).

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 December
31, 2001 and the results of operations and cash flows for the interim periods of
the fiscal year ending June 30, 2002 ("fiscal 2002") and the fiscal year ended
June 30, 2001 ("fiscal 2001") 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, 2001.
Certain amounts in the fiscal 2001 financial statements have been reclassified
to conform to the fiscal 2002 presentation.

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, 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. The diluted share base for the three and six months ended December 31,
2001 and 2000 excludes shares of 1,736,205 and 1,119,478, respectively. These
shares are excluded due to their anti-dilutive effect as a result of the
Company's loss from continuing operations.


                                       8

<PAGE>

Recently Issued Accounting Standards
In August 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets ("SFAS 144"), which addresses
financial accounting and reporting for the impairment or disposal of long-lived
assets. SFAS 144 supersedes Statement No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and the
accounting and reporting provisions of APB Opinion No. 30, Reporting the Results
of Operations - Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,
for the disposal of a segment of a business. SFAS 144 retains the requirement in
Opinion No. 30 to report separately discontinued operations and extends that
reporting to a component of an entity that either has been disposed of or is
classified as held for sale. The Company is required and plans to adopt the
provisions of SFAS 144 for the quarter ending September 30, 2003. The Company
has not determined the impact, if any, that SFAS 144 will have on its financial
statements.

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 our 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 (first and second quarter 2002
goodwill amortization otherwise would have been $402,666) and recorded goodwill
attributable to Fantasy Sports, Inc. was tested for impairment by comparing the
fair value to its carrying value. Fair value was determined using a multiple of
revenues methodology. 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.

Based on the initial impairment test, it was determined that none of the
goodwill recorded was impaired. Impairment adjustments recognized after
adoption, if any, generally are required to be recognized as operating expenses.

In connection with adopting SFAS 142, the useful lives and the classification of
our identifiable intangible assets was reassessed and it was determined that
they continue to be appropriate. The components of our amortized intangible
assets as of December 31, 2001 follow:

                              Gross Carrying               Accumulated
                                      Amount              Amortization
Customer lists                      $245,000                   $85,625
Noncompete agreement                 225,000                    11,250
                                    --------                   -------
                                    $470,000                   $96,875
                                    ========                   =======


                                       9

<PAGE>

The components of intangible assets that have an indefinite life and are not
amortizable at December 31, 2001 are as follows:

                                            Gross Carrying
                                                   Amounts
Trade names                                       $485,000
Internet domain                                     65,000
Video and audiovisual materials                     50,000
Copyright registration                              75,000
Statistics database                                 75,000
                                                  --------
                                                  $750,000
                                                  ========

Amortization expense for intangible assets during the first six months of 2002
was $46,625. Estimated amortization expense for the remainder of 2002 and the
five succeeding fiscal years follows:

              2002 (remainder)                        $59,750
              2003                                    119,500
              2004                                     70,750
              2005                                     54,500
              2006                                     48,875


Since the useful lives of identifiable intangibles continue to be appropriate
under SFAS 142 and goodwill from the Fantasy Sports acquisition did not take
place until the second quarter of fiscal 2001, pro forma results of operations
for the six months ended December 31, 2001 and 2000 are not presented.

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

                                                          Internet
                                                           Fantasy
                                          Marketing         Sports
                                           Services          Games        Total
Balance at June 30, 2001, net             $      --     $3,323,049   $3,323,049
Additions to goodwill:
    Acquisition of Student Sports, Inc.     315,328             --      315,328
Reductions in goodwill:
    Settlement of purchase price issues
         related to Fantasy Sports
         (see Note 3)                            --       (375,225)    (375,225)
                                          ---------     ----------   ----------
Balance at December 31, 2001, net         $315,328      $2,947,824   $3,263,152
                                          =========     ==========   ==========

3.   Acquisition
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


                                       10

<PAGE>

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.

The assets and liabilities are to be held in a new wholly-owned subsidiary,
Student Sports, Inc. and will be reported as a new operating segment titled
marketing services (see Note 8). The results of operations of Student Sports
will be included in the consolidated financial statements starting October 1,
2001.

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 under the provisions of SFAS No. 141 Business Combinations and was
accounted for as a purchase. The intangible assets identified in connection with
the acquisition will be recorded (and amortized where applicable) in accordance
with the provisions of SFAS No. 142 Goodwill and Other Intangible Assets (see
Note 2).

Acquisition cost                                                 $1,394,148
                                                                 ==========

Net assets acquired:
    Current assets, primarily accounts receivable                   255,426
    Fixed assets                                                     41,410
    Intangible assets                                             1,320,328
                                                                 ----------
        Total assets                                              1,617,164
                                                                 ----------
    Current liabilities                                             208,720
    Long-term debt                                                   14,296
                                                                 ----------
        Total liabilities                                           223,016
                                                                 ----------
                                                                 $1,394,148
                                                                 ==========

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.

                                               Six Months Ended December 31,
                                                   2001                 2000
                                                   ----                 ----

Revenue                                      $2,388,835             $684,297
                                             ==========             ========
Net loss                                    $(3,036,495)         $(6,076,237)
                                            ===========          ===========

Loss per share - basic and diluted:              $(0.28)              $(0.56)
                                                 ======               ======

In October 2001, the Company received $200,000 in cash and approximately
$305,000 reduction in accounts payable related to the acquisition of Fantasy
Sports, Inc. from Action Performance during the second quarter of fiscal 2001.
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 the recorded
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 recorded goodwill.


                                       11

<PAGE>

4.   Inventories
Inventories consist of finished goods of $216,209 and $377,721 at December 31,
2001 and June 30, 2001, respectively. During the second quarter of fiscal 2002,
inventory values were reduced by approximately $130,000 due to a settlement with
the seller of Fantasy (see Note 3).

5.   Investment in Affiliates
A summary of the impact of these investments on the consolidated financial
statements is presented below:

                                        Effective         As of
                                        Percentage    December 31,     June 30,
                                        Ownership            2001         2001
                                                             ----         ----

Investments in and receivables from
    unconsolidated affiliates:
        Magnolia Broadband                   24.2%       $831,066     $631,066
                                                         ========     ========

                                        Effective           Six Months Ended
                                        Percentage             December 31,
                                        Ownership           2001         2000
                                                            ----         ----

Share of losses of unconsolidated
    affiliates:
        Other                                            $     --     $(6,163)
        Magnolia Broadband                   24.2%             --    (920,479)
                                                           ------     ----------
                                                         $     --     $(926,642)
                                                           ======     =========

On September 24, 2001, the Company entered into an agreement with two other
investors in Magnolia whereby the Company loaned Magnolia $200,000 and the other
investors will loan $550,000 through the purchase of Convertible Notes
("Notes"), which will be convertible into newly reclassified Series A
Convertible Preferred Stock, which will be convertible into shares of Magnolia's
common stock. The Company loaned the $200,000 to Magnolia in October 2001. As
part of the consideration for the Notes the investor and the Company will
exchange their existing convertible notes for new Series A Preferred Shares. As
a result, the Company will also have exchanged its existing shares for the new
Series A Preferred Shares. The notes will bear interest at 10% per annum and
mature in sixty days. The Company has the right to convert the Note at any time
prior to repayment of the Note and, if not repaid, at the maturity date. Upon
closing this round of financing, the Company's ownership percentage is expected
to be reduced to 20% on a fully diluted basis. The remaining balance of the
investment in Magnolia is related to goodwill. With the adoption of SFAS 142
(see Note 2), goodwill is no longer being amortized. Goodwill, however, will
continue to be tested for impairment in accordance with Accounting Principles
Board Opinion No. 18, The Equity Method of Accounting for Investments in Common
Stock. Magnolia is currently negotiating with investors to obtain additional
funding to meet Magnolia's capital needs. There is no assurance that Magnolia
will be able to secure additional equity to fund future operations.


                                       12

<PAGE>


6.   Discontinued Operations
First Lifestyle Holdings Limited ("Lifestyle") was sold on November 6, 2000.

The following summarized the operating results of the Lifestyle discontinued
operation:

                                                           Six Months Ended
                                                          December 31, 2000

Revenue                                                        $28,819,495
Operating (loss)                                                (1,506,371)
Net loss, net of minority interest of $844,273                  (2,831,828)

7.   Cash Flows

The changes in assets and liabilities consist of the following:

                                                   Six Months Ended December 31,
                                                          2001             2000
                                                          ----             ----
Decrease in accounts receivable                    $    68,924      $        --
Decrease/(increase) in inventories                     161,512               (6)
Decrease/(increase) in prepaid expenses and other
current assets                                         140,224         (667,144)
Decrease in bank overdraft                             (92,887)              --
Decrease in accounts payable                          (322,933)        (123,552)
Decrease in other provisions and accruals             (949,426)        (701,146)
                                                   -----------      -----------
                                                   $(1,096,608)     $(1,491,848)
                                                   ===========      ===========

Net cash provided by discontinued operations in the six months ended December
31, 2000 consists of the following:

Net loss of discontinued operations                            $(2,831,828)
Depreciation and amortization                                      950,388
Minority share of gains                                            844,273
Equity in losses of affiliates                                      13,579
Net loss on sale of assets                                          21,278
Changes in assets and liabilities                                  (75,620)
Movement in deferred income taxes                                  294,017
                                                               -----------
                                                               $ (783,913)
                                                               ===========

The Company issued stock valued at $484,200 and recorded liabilities of
$903,045, including the $807,000 to be settled by issuance of the Company's
stock in March 2004, to acquire the assets of Student Sports (see Note 3). In
addition, the Company retired 55,000 shares of Class A common stock that it had
repurchased for $52,797.

8.   Business Segments
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.


                                       13

<PAGE>

Information concerning identifiable assets as of December 31, 2001 for the two
segments in which the Company operates are shown in the following table.
Identifiable assets by segment are those assets that are used in the Company's
operations in each segment. Corporate assets are principally cash and notes
receivable. The Company does not have any operations outside of the United
States.


                                                     As of             As of
Identifiable Assets:                           December 31, 2001   June 30, 2001
Segments:
   Marketing services                              $ 2,001,120      $        --
   Internet fantasy sports games                     3,495,628        4,756,335
                                                   -----------      -----------
                                                     5,496,829        4,756,335
     Corporate                                       7,560,396       11,175,522
                                                   -----------      -----------
Consolidated Totals                                $13,057,225      $15,931,857
                                                   ===========      ===========

                                                  Six Months Ended December 31,
                                                         2001              2000
Revenues:
Segments:
     Marketing services                            $   339,541      $        --
     Internet fantasy sports games                   1,680,685               --
                                                   -----------      -----------
Consolidated totals                                 $2,020,226      $        --
                                                   ===========      ===========

Loss from continuing operations:
Segments:
     Marketing services                            $  (194,773)     $        --
     Internet fantasy sports games                    (250,338)        (306,850)
                                                   -----------      -----------
                                                      (445,111)        (306,850)
Corporate:
     Corporate general and administrative expenses    (620,215)        (429,004)
     Other income                                      (47,672)              --
     Foreign currency losses                        (2,000,054)      (1,233,452)
     Equity in losses of affiliates                         --         (926,642)
     Preference dividend                                    --         (165,110)
     Interest income                                   372,321          875,967
     Interest expense                                  (11,572)        (403,538)
                                                   -----------      -----------
Consolidated totals                                $(2,752,303)     $(2,588,629)
                                                   ===========      ===========


                                       14

<PAGE>

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

Background and History
Silverstar Holdings, Ltd. (the "Company") was incorporated in September 1995.
The Company's intention is to actively pursue acquisitions fitting a predefined
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, incentivised, entrepreneurial management who show the
          vision and ability to grow their businesses into industry or niche
          leaders.

During fiscal 2001, the Company disposed of First Lifestyle Holdings Limited
("Lifestyle"), the holding company of its last remaining South African operating
subsidiaries. The Company still has significant assets that are denominated in
South African Rand. The assets include cash and notes receivable. As long as the
Company holds the notes and maintains bank accounts denominated in Rand, the
Company will 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.

On November 17, 2000, the Company acquired all the assets and certain
liabilities of Fantasy Sports ("Fantasy"). Founded in 1993, Fantasy Sports
operates the fantasycup.com, fantasycup.org, fantasycup.net, fantasystockcar.com
and fantasynhra.com websites and specialized in subscription based NASCAR,
college football and basketball 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

Both of the Company's subsidiaries have seasonal trends that effect the revenues
and results of their 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 will be negatively effected by
this seasonality. Student Sports, while somewhat less effected by seasonal
factors, generates less revenues in the December quarter than during the rest of
the year.

Quarter Ended December 31, 2001 as Compared to Quarter Ended December 31, 2000
Revenues
Revenues were $1.0 million in the second three months of 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 zero as a result of the
discontinuation of all the then existing businesses.


                                       15

<PAGE>

Cost of Sales
Cost of sales were $0.54 million in the second three months of fiscal 2002 as a
result of Fantasy's and Student Sports' operations. Cost of sales in the prior
year were zero as a result of the discontinuation of all the then existing
businesses.

Selling, General and Administrative Expenses
Selling, general and administrative expenses for the quarter ended December 31,
2001 were $1.17 million, an increase of $0.73 million over same period in the
prior year. This increase is due to the acquisition of Fantasy during the second
quarter of the prior year and Student Sports during the first quarter of the
current year. Expenses related to Fantasy's operations in the second quarter of
the prior year were $0.25 million.

Amortization and Depreciation
Amortization and depreciation expense is not material.

Equity in Losses of Unconsolidated Affiliates
Equity in losses of unconsolidated affiliates decreased to zero at December 31,
2001 compared to $0.68 million for the quarter ended December 31, 2000. The
decrease is due to the Company recognizing losses to the extent of their
investment prior to the first quarter, as well as the adoption of SFAS 142,
which discontinued the amortization of goodwill.

Foreign Currency Loss
Foreign currency losses are related to the assets remaining in the discontinued
South African operations. The foreign currency losses during the second quarter
of fiscal 2002 were $1.28 million as compared to $0.32 million in the second
quarter of fiscal 2001 as a result of the continuing deterioration of the South
African Rand against the US dollar. These foreign currency losses are non cash
items.

Interest Income
Interest income of $0.14 million was recorded during the second quarter of
fiscal 2002 as compared to interest income of $0.88 million during the second
quarter of 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 the three months ended December, 2001 was not material
as compared to $0.23 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


                                       16

<PAGE>

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 first three months
of the prior year was earned before the disposition of the business.

Net Loss
Primarily, as a result of its non-cash foreign currency losses of $1.28 million,
the company has recognized a loss of $1.93 million during the second quarter of
fiscal 2002 as compared to a loss of $3.78 million during the same period in the
prior year. The prior year loss included $2.92 million loss on the disposal of
discontinued operations.

Six Months Ended December 31, 2001 as Compared to Six Months Ended December 31,
2000
Revenues
Revenues were $2.02 million in the first half of 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 zero as a result of the
discontinuation of all the then existing businesses.

Cost of Sales
Cost of sales were $0.99 million in the first half of fiscal 2002 as a result of
Fantasy's and Student Sports' operations. Cost of sales in the prior year were
zero as a result of the discontinuation of all the then existing businesses.

Selling, General and Administrative Expenses
Selling, general and administrative expenses for the six months ended December
31, 2001 were $2.01 million, an increase of $1.10 million over same period in
the prior year. This increase is due to the acquisition of Fantasy during the
second quarter of the prior year and Student Sports during the first quarter of
the current year. Expenses related to Fantasy's operations in the first half of
the prior year were $0.25 million.

Amortization and Depreciation
Amortization of intangible assets decreased from $0.14 million in the second
quarter of fiscal 2001 to $0.05 million in the second quarter of fiscal 2002 as
a result of the adoption of SFAS 142 Goodwill and Other Intangible Assets,
whereby the Company no longer amortizes amounts attributable to goodwill.
Depreciation expense is not material.

Equity in Losses of Unconsolidated Affiliates
Equity in losses of unconsolidated affiliates decreased to zero at December 31,
2001 compared to $0.93 million for the six months ended December 31, 2000. The
decrease is due to the Company recognizing losses to the extent of their
investment prior to the first quarter, as well as the adoption of SFAS 142,
which discontinued the amortization of goodwill.

Foreign Currency Loss
Foreign currency losses are related to the assets remaining in the discontinued
South African operations. The foreign currency losses during the first half of
fiscal 2002 were $2.00 million as compared to $0.79 million in the second
quarter of fiscal 2001 as a result of the continuing


                                       17

<PAGE>

deterioration of the South African Rand against the US dollar. These foreign
currency losses are non cash items.

Interest Income
Interest income of $0.37 was recorded during the first half of fiscal 2002 as
compared to interest income of $0.88 million during the first half of 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 the six months ended December, 2001 was not material as
compared to $0.40 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 first three months
of the prior year was earned before the disposition of the business.

Net Loss
Primarily, as a result of its non-cash foreign currency losses of $2.00 million,
the company has recognized a loss of $2.75 million during the first half of
fiscal 2002 as compared to a loss of $4.87 million during the same period in the
prior year. The prior year loss included $2.39 million loss on the disposal of
discontinued operations.

Financial Condition, Liquidity and Capital Resources
Cash decreased by $2.15 million from $5.66 million at June 30, 2001 to $3.51
million at December 31, 2001. 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, the reduction of payable by the Company and
its subsidiaries and the payment of accrued liabilities, such as prize money by
Fantasy Sports. The balance of the remaining cash is being held for working
capital purposes and to fund potential investments.

Working capital decreased $0.94 million to $3.31 million from $4.25 million at
June 30, 2001. This decrease in working capital is due to an increase in
liabilities for future payments related to the acquisition of Student Sports, as
well as a result of the decrease in cash balances.


                                       18

<PAGE>

During the second quarter of fiscal 2002, Fantasy drew down their $50,000 line
of credit. This line is available for working capital needs and has subsequently
been repaid.

The Company paid off its remaining debentures of $0.37 million when they matured
in October 2001. There is an additional non-cash payment of $0.81 million due in
March 2004 related to the acquisition of Student Sports. In addition, the
Student Sports acquisition agreement calls for certain potential earn-outs of
33% of the pretax 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. Along with the earn-out, the seller is
entitled to receive 33% of certain litigation proceeds, as defined, if received
by the Company.

The Company entered into an agreement to loan Magnolia Broadband $0.20 million
of a $.75 million total financing of convertible notes. The Company loaned the
$0.20 million to Magnolia in October 2001. The notes bear interest at 10% per
annum and mature in sixty days. The Company's current ownership percentage has
been reduced to approximately 20% on a fully diluted basis. Magnolia's
management believes that this financing will provide sufficient funding to
operate through April 2002. Magnolia Broadband will continue to work to secure
permanent financing.

On September 24, 2001, a newly created subsidiary of 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. Management believes that Student
Sports will be able to provide all of its capital requirements out of its own
operations. Student Sports' balance sheet has been included in the September 30,
2001 financial statements; the operations of Student Sports has been included
starting with the second quarter of fiscal 2002.

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.

The Company does not believe that the tragic events of September 11, 2001 had
any measurable impact on the financial condition, liquidity or capital resources
of the Company.

Recently Issued Accounting Standards
In August 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets ("SFAS 144"), which addresses
financial accounting and reporting for the impairment or disposal of long-lived
assets. SFAS 144 supersedes Statement No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and the
accounting and reporting provisions of APB Opinion No. 30, Reporting the Results
of Operations - Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,
for the disposal of a segment of a business. SFAS 144 retains the requirement in
Opinion No. 30 to report separately discontinued operations and extends that
reporting to a component of an entity that either has been disposed of


                                       19

<PAGE>

or is classified as held for sale. The Company is required and plans to adopt
the provisions of SFAS 144 for the quarter ending September 30, 2003. The
Company has not determined the impact, if any, that SFAS 144 will have on its
financial statements.

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. The application of SFAS 141 did not affect any 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. The first six months of fiscal 2002
goodwill amortization otherwise would have been $402,666. Recorded goodwill
attributable to Fantasy Sports, Inc. was tested for impairment by comparing the
fair value to its carrying value. Fair value was determined using a multiple of
revenues methodology. Impairment is required to be tested at least annually. At
the time of adoption of SFAS 142, no impairment adjustments were required.

ITEM 3 Quantitative and Qualitative Disclosure About Market Risk

Foreign Currency Risk
Certain of the Company's cash balances and Notes receivable from the sale of
Lifestyle 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 the
Notes receivable, 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
December 31, 2001 rates, the Company loses $821 on every R1,000,000 retained in
South Africa. During the quarter ended December 31, 2001, the Rand has
depreciated against the US dollar by approximately 50% from the rate at June 30,
2001. At December 31, 2001, the Company had assets denominated in Rand of R48.72
million. During the first quarter the Company hedged approximately $1.4 million
of its liquid South African Rand deposits. The net effect of this hedge was to
reduce the Company's foreign currency loss for the quarter by approximately
$140,000. The Company did not hedge any of its liquid South African Rand
deposits during the second quarter.


                                       20

<PAGE>

                           PART II - OTHER INFORMATION

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 as of 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
     Stanley Castleton                          11,463,864             41,855
     Joseph Weil                                11,463,864             41,855
     David BenDaniel                            11,463,864             41,855

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

            For                       Against                    Abstain

         5,304,867                    20,855                     28,150
         ---------                    ------                     ------

ITEM 6:  Exhibits and Reports on Form 8-K

         (a) Exhibits:        None

         (b) Reports on Form 8-K:

             Report on Form 8-K dated as of October 9, 2001 relating to the
             acquisition of the assets of Student Sports, Inc.


                                       21

<PAGE>

                                   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:  February 13, 2002
                                        SILVERSTAR HOLDINGS, LTD.



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


                                       22