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 AND
      EXCHANGEACT
      OF 1934For
      the quarterly period ended September 30, 2008orTRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND
      EXCHANGEACT
      OF 1934For
      the transition period from
              
              toCommission
      File Number:
              000-52853SILVER
      STAR CAPITAL HOLDINGS, INC(Exact
      name of registrant as specified in its charter)Florida
              
              04-3960402(State
      or other jurisdiction
              
              (I.R.S.
      Employer Identification Number)of
      incorporation or organization)2731
      Silver Star Road, Suite 200Orlando,
      Florida
              
              32808-3935(Address
      of principal executive offices)
              
              (Zip
      Code)(407)
      522-7201(Registrant’s
      telephone number, including area code)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 andExchange
      Act of 1934 during the preceding 12 months (or for such shorter period
      that the registrant was required to file such reports)(2)
      has been subject to such filing requirements for the past 90
      days.
              X
              Yes
              
              NoIndicate
      by check mark whether the Registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer or a smallerreporting
      company. See definition of "accelerated filer and large accelerated filer"
      in Rule 12b-2 of the Exchange Act (Check one).Large
      accelerated filer
              
              
              Accelerated
      filerNon-accelerated
      filer
              
              (Do
      not check if a smaller reporting company)
              Smaller
      reporting company
              XIndicate
      by check mark whether the registrant is a shell company (as defined in
      Rule 12b-2 of the Exchange Act).
              
              Yes
              X
              NoAs
      of September 30, 2008, the registrant's outstanding common stock consisted
      of 13,808,982 shares, $0.001 par
value.
  
  TABLE
OF CONTENTS
 
 PART I –
FINANCIAL INFORMATION
 Item 1.
Financial Statements
  Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
  Item 3.
Quantitative and Qualitative Disclosures about Market
Risk.
  Item
4T. Controls and Procedures.
  PART II –
OTHER INFORMATION
 Item1.
Legal Proceedings.
  Item
1A. Risk Factors.
  Item 2.
Unregistered Sales of Equity Securities and Use of
Proceeds.
  Item 3.
Defaults Upon Senior Securities.
  Item 4.
Submission of Matters to a Vote of Security
Holders.
  Item 5.
Other Information.
  Item 6.
Exhibits.
  Signatures
  
 
 
  
  PART I – FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 Silver
Star Capital Holdings, Inc.
 Formerly
PokerBook Gaming Corporation
 
 BALANCE
SHEETS
 
 
 September
      30,
                  
                  June
      30,2008
                  
                  2008(Unaudited)
                  
                  (Audited)ASSETSCurrent
      AssetsCash
                  $
                  15,775
                  
                  
                  
                  10,104Prepaid
      Expenses
                  
                  47,667
                  
                  
                  
                  69,667Total
      Current Assets
                  
                  63,442
                  
                  
                  
                  79,771Total
      Assets
                  $
                  63,442
                  
                  
                  
                  $79,771LIABILITIES AND STOCKHOLDERS'
      EQUITYCurrent
      LiabilitiesAccounts
      Payable
                  $
                  590
                  
                  
                  
                  $9,330Total
      Current Liabilities
                  
                  590
                  
                  
                  
                  9,330Stockholders'
      EquityCommon
      Stock, $.001 per sharepar
      value, 50,000,000 shares authorized,13,808,982
      shares issued and outstanding atSeptember
      30, 2008, 13,798,982 issuedand
      outstanding at June 30, 2008
                  
                  13,809
                  
                  
                  
                  13,799Additional
      Paid-In Capital
                  
                  154,240
                  
                  
                  
                  132,500Accumulated
      Deficit(since
      quasi reorgainzation May 1, 2007)
                  
                  (105,197
                  )
                  
                  
                  (75,858
                  )Total
      Stockholders' Equity
                  
                  62,852
                  
                  
                  
                  70,441Total
      Liabilities and Stockholders' Equity
                  $
                  63,442
                  
                  
                  
                  $79,771The
      accompanying notes are an integral part of these
    statements.
 
 
  
  Silver
Star Capital Holdings, Inc.
 Formerly
PokerBook Gaming Corporation
 
 STATEMENTS
OF OPERATIONS
 (Unaudited)
 
 
 Three
      Months EndedSeptember
      30,2008
                  
                  2007Operating
      ExpensesGeneral
      and Administrative
                  
                  
                  $567
                  
                  
                  
                  $3,825Interest
      Expense
                  
                  
                  22
                  
                  
                  
                  -Facilities  Expense
                  
                  
                  22,750
                  
                  
                  
                  -Professional
      Fees
                  
                  
                  6,000
                  
                  
                  
                  14,405Total
      Expenses
                  
                  
                  29,339
                  
                  
                  
                  18,230Net
      Income/(Loss)
                  
                  
                  (29,339
                  )
                  
                  
                  (18,230
                  )Basic
      and Diluted(Loss)
      per Share a
                  
                  $(0.00
                  )
                  
                  
                  $(0.00
                  )Weighted
      AverageNumber
      of Shares
                  
                  
                  13,799,525
                  
                  
                  
                  9,559,852a =
      Less that ($0.01) per shareThe
      accompanying notes are an integral part of these
statements
 
 
  
  Silver
Star Capital Holdings, Inc.
 Formerly
PokerBook Gaming Corporation
 
 STATEMENTS
OF CASH FLOWS
 (Unaudited)
 
 
 Three
      Months EndedSeptember
      30,2008
                  
                  2007Operating
      ActivitiesNet
      Profit / (Loss)
                  
                  
                  $(29,339
                  )
                  
                  
                  $(18,230
                  )Significant
      Non-Cash TransactionsFair
      value of stock issued forprofessional
      services
                  
                  
                  -
                  
                  
                  
                  10,000Fair
      value of stock issued forfacilities
      expenses
                  
                  
                  6,750
                  
                  
                  
                  -Changes
      in Assets and Liabilities(Increase)/decrease
      in Prepaid Expenses
                  
                  
                  22,000
                  
                  
                  
                  -Increase/(decrease)
      in Accounts Payable
                  
                  
                  (8,740
                  )
                  
                  
                  8,230Net
      Cash provided (used)by
      operating activities
                  
                  
                  (9,329
                  )
                  
                  
                  -Financing
      ActivitiesIssuance
      of common stock
                  
                  
                  15,000
                  
                  
                  
                  -Net
      Cash provided (used)by
      financing activities
                  
                  
                  15,000
                  
                  
                  
                  -Net
      increase in cash
                  
                  
                  5,671
                  
                  
                  
                  -Cash,
      Beginning of Period
                  
                  
                  10,104
                  
                  
                  
                  665Cash,
      End of Period
                  
                  
                  $15,775
                  
                  
                  
                  $665The
      accompanying notes are an integral part of these
statements
 
 
  
  Silver
Star Capital Holdings, Inc.
 formerly
PokerBook Gaming Corporation
 
 NOTES
TO FINANCIAL STATEMENTS
 September
30, 2008
 
 
 
 NOTE A -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 A summary
of the Company's significant accounting policies consistently applied in the
preparation of the accompanying financial statements follows:
 
 1.  Unaudited Financial
Statements
 
 These
condensed financial statements should be read in conjunction with the audited
financial statements for the years ended June 30, 2008 and 2007, included in our
Annual Report on Form 10-K.  Since certain information and footnote
disclosures normally included in condensed financial statements prepared in
accordance with generally accepted accounting principles have been omitted
pursuant to instructions to Form 10-Q as promulgated by the Securities and
Exchange Commission, these condensed financial statements specifically refer to
the footnotes to the condensed financial statements of the Company as of June
30, 2008 and 2007.  In the opinion of management, these unaudited
interim condensed financial statements reflect all adjustments and disclosures
necessary for a fair statement of the financial position, results of operations,
and cash flows of the Company for the interim period presented.  Such
adjustments consisted only of those of a normal recurring
nature.  Results of operations for the three months ended September
30, 2008, should not necessarily be taken as indicative of the results of
operations that may be expected for the fiscal year ending June 30,
2009.
 
 2.  Business and
Organization
 
 Silver
Star Capital Holdings, Inc., formerly known as PokerBook Gaming Corporation
(Silver Star or the Company), was incorporated on May 17, 2002, and formerly was
organized to develop and distribute a portfolio of internet gaming
software.  On October 13, 2006, the Company abandoned its internet
software interests and reorganized itself into an acquisition, holding and
management services company which seeks to consolidate a diversified portfolio
of companies engaged in eco-friendly and environmentally responsible
businesses.
 
 Operations
of the Company through the date of these financial statements have been devoted
primarily to product development, marketing, raising capital, and administrative
activities.
 
 3.  Property and
Equipment
 
 Property
and equipment are recorded at cost. Depreciation, including amortization of
leasehold improvements and software licenses, is provided using the straight
line method.  For tax purposes, the Company uses the Modified
Accelerated Cost Recovery System (MACRS).
 
 When
assets are retired or otherwise disposed of, the cost and related accumulated
depreciation are removed from the Company's books and records, and any resulting
gain or loss is recognized in income for the period.
 
 The cost
of maintenance and repairs is charged to income as incurred and significant
renewals and betterments are capitalized.  Deduction is made for
retirements resulting from renewals or betterments.
 
 4.  Valuation of Long-Lived
Assets
 
 The
Company reviews the recoverability of long-lived assets, including equipment and
intangible assets, when events or changes in circumstances occur that indicate
that the carrying value of the asset may not be recoverable.  The
assessment of possible impairment is based on the Company’s ability to recover
the carrying value of the asset from the expected
  
  
  future
pre-tax cash flows (undiscounted and without interest charges) of the related
operations.  If these cash flows are less than the carrying value of
such asset, an impairment loss is recognized for the difference between
estimated fair value and carrying value.  The Company’s primary
measure of fair value is based on discounted cash flows.  The
measurement of impairment requires management to make estimates of these cash
flows related to long-lived assets, as well as other fair value
determinations.
 
 The
Company amortizes the costs of other intangibles (excluding goodwill) over their
contractual life or estimated useful lives unless such lives are deemed
indefinite.  Amortizable intangible assets are tested for impairment
based on undiscounted cash flows and, if impaired, written down to fair value
based on either discounted cash flows or appraised values.  Intangible
assets with indefinite lives, such as goodwill, are tested for impairment, at
least annually, and written down to fair value as required.
 
 5.  Stock Based
Compensation
 
 On July
1, 2006,  the Company adopted the provisions of Statement of Financial
Accounting Standards (“SFAS”) 123R, “Share-Based Payment” (“SFAS 123(R)”), which
requires that companies measure and recognize compensation expense at an amount
equal to the fair value of share-based payments granted under compensation
arrangements.  Prior to July 1, 2006, we accounted for our stock-based
compensation plans under the recognition and measurement principles of
Accounting Principles Board (“APB”) Opinion 25, “Accounting for Stock Issued to
Employees,” and related interpretations, and would typically recognize no
compensation expense for stock option grants if options granted had an exercise
price equal to the market value of the underlying common stock on the date of
grant.
 
 We
adopted SFAS 123(R) using the “modified prospective” method, which results in no
restatement of prior period amounts.  Under this method, the
provisions of SFAS 123(R) apply to all awards granted or modified after the date
of adoption.  In addition, compensation expense must be recognized for
any unvested stock option awards outstanding as of the date of adoption on a
straight-line basis over the remaining vesting period.  We calculate
the fair value of options using a Black-Scholes option pricing
model.  We do not currently have any outstanding options subject to
future vesting.  SFAS 123(R) also requires the benefits of tax
deductions in excess of recognized compensation expense to be reported in the
Statement of Cash Flows as a financing cash inflow rather than an operating cash
inflow.  In addition,
 SFAS
123(R) requires a modification to the Company’s calculation of the dilutive
effect of stock option awards on earnings per share.  For companies
that adopt SFAS123(R) using the “modified prospective” method, disclosure of pro
forma information for periods prior to adoption must continue to be
made.
 
 6.  Income
Taxes
 
 The
Company must make certain estimates and judgments in determining income tax
expense for financial statement purposes.  These estimates and
judgments occur in the calculation of certain tax assets and liabilities, which
arise from differences in the timing of recognition of revenue and expense for
tax and financial statement purposes.
 
 Deferred
income taxes are recorded in accordance with SFAS NO. 109, “Accounting for Income Taxes,”or SFAS 109.  Under SFAS No. 109, deferred tax assets and
liabilities are determined based on the differences between financial reporting
and the tax basis of assets and liabilities using the tax rates and laws in
effect when the differences are expected to reverse.  SFAS 109
provides for the recognition of deferred tax assets if realization of such
assets is more likely than not to occur.  Realization of our net
deferred tax assets is dependent upon our generating sufficient taxable income
in future years in appropriate tax jurisdictions to realize benefit from the
reversal of temporary differences and from net operating loss, or NOL
carryforwards.  Management has determined it more likely than not that
these timing differences will not materialize and have provided a valuation
allowance against substantially the Company’s entire net deferred tax
asset.  Management will continue to evaluate the realizability of the
deferred tax asset and its related valuation allowance.  If
Management’s assessment of the deferred tax assets or the corresponding
valuation allowance were to change, the Company would record the related
adjustment to income during the period in which we make the
determination.  The Company’s tax rate may also vary based on its
results and the mix of income or loss in domestic and foreign tax jurisdictions
in which it operates.
 
 In
addition, the calculation of the Company’s tax liabilities involves dealing with
the uncertainties in the application of complex tax regulations.  The
Company recognizes liabilities for anticipated tax audit issues in the U.S. and
other tax jurisdictions based on our estimate of whether, and to the extent to
which, additional taxes will be due.  If Management
  
  
  ultimately
determines that payment of these amounts is unnecessary, the Company will
reverse the liability and recognize a tax benefit during the period in which
Management determines that the liability is no longer necessary.  The
Company will record an additional charge in its provision for taxes in the
period in which Management determines that the recorded tax liability is less
than they expect the ultimate assessment to be.
 
 7.  Financial Instruments Fair
Value, Concentration of Business and Credit Risks
 
 The
carrying amount reported in the balance sheet for cash and accounts payable
approximates fair value because of the immediate or short-term maturity of these
financial instruments.  Financial instruments that potentially subject
the Company to concentrations of market/credit risk consist principally of cash
and cash equivalents and trade account receivables.  The Company
places cash and cash equivalents with high credit quality financial
institutions, which at times, may exceed federally insured
limits.  The Company has not experienced any losses in such
accounts.  The Company does not have financial instruments with
off-balance sheet risk.
 
 8. Use of
Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures.  Accordingly, actual
results could differ from those estimates.
 
 9.  Cash
Flows
 
 For
purposes of cash flows, the Company considers all highly liquid debt instruments
with original maturities of three months or less to be cash
equivalents.
 
 10.  Earnings Per Common
Share
 
 Basic
earnings per share is computed by dividing income available to common
shareholders (the numerator) by the weighted-average number of common shares
outstanding (the denominator) for the period. Diluted earnings per share assume
that any dilutive convertible securities outstanding were converted, with
related preferred stock dividend requirements and outstanding common shares
adjusted accordingly. It also assumes that outstanding common shares were
increased by shares issuable upon exercise of those stock options for which
market price exceeds the exercise price, less shares which could have been
purchased by the Company with the related proceeds. In periods of losses,
diluted loss per share is computed on the same basis as basic loss per share as
the inclusion of any other potential shares outstanding would be anti-dilutive.
All share and per share amounts including all common stock equivalents (stock
options, other equity incentive awards, equity compensation plans etc.) have
been retroactively adjusted, for all periods presented to reflect the reverse
stock split.
 
 11.  Recent Accounting
Pronouncements
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB’s amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company’s financial position, statements of operations, or cash flows at
this time.
 
 In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51.  This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity.
  
  
  This
statement is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008 (that is, January 1, 2009, for
entities with calendar year-ends). Earlier adoption is prohibited. The effective
date of this statement is the same as that of the related Statement 141 (revised
2007). The Company will adopt this Statement beginning March 1, 2009. It is not
believed that this will have an impact on the Company’s consolidated financial
position, results of operations or cash flows.
 
 In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations. This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in
Statement 141.  This Statement establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may not
apply it before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning July 1, 2009. It is not believed that this will have an
impact on the Company’s consolidated financial position, results of operations
or cash flows.
 
 In
February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments in Debt and
Equity Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entities first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company will
adopt SFAS No. 159 beginning July 1, 2008 and is currently evaluating the
potential impact the adoption of this pronouncement will have on its
consolidated financial statements.
 
 In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS
157). SFAS 157 provides guidance for using fair value to measure assets and
liabilities. It also responds to investors’ requests for expanded information
about the extent to which companies measure assets and liabilities at fair
value, the information used to measure fair value, and the effect of fair value
measurements on earnings. SFAS 157 applies whenever other standards required (or
permit) assets or liabilities to be measured at fair value, and does not expand
the use of fair value in any new circumstances. SFAS 157 is effective for
financial statements issued for fiscal years beginning after November 15,
2007. The Company will adopt this statement July 1, 2008, and it is not believed
that this will have an impact on the Company’s financial position, results of
operations, or cash flows.
 
 NOTE B -
PROPERTY AND EQUIPMENT
 
 At
September 30, 2008, the Company had no property and equipment.
 
 NOTE C -
STOCKHOLDERS EQUITY
 
 Common
Stock
 
 The
Company’s single class common stock had authorized shares of 50,000,000 at
September 30, 2008, with a par value of $.001.
 
 On
September 25, 2008, the Company issued 10,000 shares of its common stock at
$1.50  per share to an individual.
 
 At
September 30, 2008, the Company had 13,808,982 shares of its common stock issued
and outstanding.
 
 
 
  
  
  NOTE D –
QUASI REORGANIZATION
 
 On
October 13, 2006, the Company approved and authorized a plan of quasi
reorganization and restatement of accounts to eliminate the accumulated deficit
and related capital accounts on the Company’s balance sheet.  As of
May 1, 2007, the Company concluded its period of reorganization after reaching a
settlement agreement with all of its significant creditors.  The
Company, as approved by its Board of Directors, elected to state its June 30,
2007, balance sheet as a “quasi reorganization”, pursuant to ARB
43.  These rules require the revaluation of all assets and liabilities
to their current values through a current charge to earnings and the elimination
of any deficit in retained earnings by charging paid-in capital.  From
May 1, 2007 forward, the Company has recorded net income (and net losses) to
retained earnings and (accumulated deficit).
 
 NOTE D -
LEASE COMMITMENTS
 
 The
Company conducts its operations from office facilities maintained under an
operating lease agreement. The lease period is for a one year period from April
15, 2008 through April 14, 2009.  The lease commitment is for a total
amount of $88,000 over the term of the lease.  Rental expense under
this lease agreement, for the quarter ended September 30, 2008, was
$22,000.
 
 Future
minimum lease payments required under the above agreement, at September 30,
2008, are as follows:
 
 Year ending June 30,
 2009                                           $
47,667
 =======
 
 
 NOTE E –
RELATED PARTY TRANSACTIONS
 
 At
September 30, 2008, the Company owed $361 to an officer of the Company for
advances made to the Company for operating expenses during the quarter ended
September 30, 2008.
 
 Fair
value of services
 
 During
the quarter ended September 30, 2008, the Company received services from the
principal stockholders, without cost, related to the day-to-day administration,
stockholder relations, maintenance of compliance with federal and state
regulatory authorities, and the seeking of appropriate merger
candidates.  These services have been valued at $2,000 per month and
totaled $6,000 for the quarter ended September 30, 2008.  In addition,
a principal stockholder also provided, without cost to the Company, office
space valued at $250 per month, which totaled $750 for the three-month period
ended September 30, 2008.  The total of these expenses was $6,750 and
was reflected in the statement of operations as professional fees and facilities
expenses with a corresponding contribution of paid-in capital.
 
  
  Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
 
 Forward
Looking Information
 
 This
filing contains forward-looking statements. The words “anticipated,” “believe,”
“expect,” “plan,” “intend,” “seek,” “estimate,” “project,” “will,” “could,”
“may,” and similar expressions are intended to identify forward-looking
statements. These statements include, among others, information regarding future
operations, future capital expenditures, and future net cash flow. Such
statements reflect the company’s current views with respect to future events and
financial performance and involve risks and uncertainties, including, without
limitation, general economic and business conditions, changes in foreign,
political, social, and economic conditions, regulatory initiatives and
compliance with governmental regulations, the ability to achieve further market
penetration and additional customers, and various other matters, many of which
are beyond the company’s control. Should one or more of these risks or
uncertainties occur, or should underlying assumptions prove to be incorrect,
actual results may vary materially and adversely from those anticipated,
believed, estimated, or otherwise indicated. Consequently, all of the
forward-looking statements made in this filing are qualified by these cautionary
statements and there can be no assurance of the actual results or
developments.
 
 Critical
Accounting Policies
 
 There
have been no material changes to our critical accounting policies and estimates
from the information provided in Item 7, "Management's Discussion and Analysis
of Financial Condition and Results of Operations", included in our Annual Report
for the fiscal year ended June 30, 2008.
 
 General
 
 Silver
Star Capital Holdings, Inc., (referred to hereinafter as "we", "our", “or "us")
is an acquisition, holding and management services company which seeks to
consolidate a diversified portfolio of companies engaged in eco-friendly and
environmentally responsible businesses.
 
 Business
Strategy
 
 We intend
to build a leading environmental sciences and technology company by acquiring
companies that will operate as wholly or majority owned subsidiaries, forming
the components of our portfolio of “green” businesses. Through strategic
acquisitions, we plan to assemble a synergistic collection of valuable
intellectual properties, patents, copyrights and exclusive rights expertise in
unique, focus related business processes for both limited to broad scale market
implementation.
 
 The focus
of our strategy will be on acquiring and integrating “green” businesses that are
likely to benefit from our anticipated access to requisite growth capital,
management and business planning expertise. Acquisition targets will be selected
based upon their ability to demonstrate:
 
 ·
              novel
      and innovative “green” products or
services;
 ·
              experienced
      and proven management teams;
 ·
              opportunities
      for significant growth; and
 ·
              established
      customer base and channels of
distribution
 
 Once
acquisitions are completed, we intend to create additional shareholder value by
improving productivity through the implementation or adoption of our
technologies and business processes, improving margins through the leverage of
our growing purchasing power and enhancing the opportunity for organic growth
through cross-selling opportunities and expanded services
offerings.
 
 Our
strategy has been designed to take advantage of current market dynamics. Demand
for green solutions, green products are all in areas of growth.  High
revenues, lower costs, and the elimination of liability will continue to enhance
profitability throughout all industry sectors. Also, the industry is positioned
for consolidation as it remains highly fragmented, and as customers are
demanding the types of sophisticated and broad reaching product and service
offerings that can more effectively be handled by larger more diverse
organizations.
  
  
  Given the
size and highly fragmented composition of the industry, we believe there is an
excellent opportunity to execute a consolidation strategy through the selective,
strategic acquisition of other companies with complementary businesses with
earnings in the range of $1 million to $5 million.  We believe that
companies of this size may be receptive to our acquisition program as they are
often too small to be identified as acquisition targets of larger public
companies or to independently attempt their own public
offering.
  Although
management is confident that we will be in a position to accelerate our
acquisition program, any such acquisition program will likely be dependent upon,
among other factors, our ability to secure additional financing through the sale
of equity securities, and the development of an active trading market for our
securities, neither of which can be assured.
 
 Current
Business Operations
 
 For the
fiscal year ending June 30, 2009, the Company expects to continue with its
efforts to locate suitable business acquisition candidates and thereafter to
complete business acquisition transactions. The Company does not expect to
generate revenues until it completes a business acquisition, and, depending upon
the performance of the acquired business, it may also continue to operate at a
loss after completion of a business combination.  During the next nine
months, the Company will require additional capital in order to pay the costs
associated with carrying out its plan of operations and the costs of compliance
with its continuing reporting obligations under the Securities Exchange Act of
1934, as amended.  This additional capital will be required whether or not
the Company is able to complete a business combination transaction during the
current fiscal year.  Furthermore, once a business combination is
completed, the Company’s needs for additional financing are likely to increase
substantially.
 
 Results
of Operations
  Three
Months Ended September 30, 2008 Compared With Three Months Ended
September 30, 2007.
 
 Revenues
 
 We have
generated no revenues since inception.
 
 Operating
Expenses
 
 Total
operating expenses for the three months ended September 30, 2008 and 2007
were $29,339 and $18,230, respectively, an increase of $11,109 or
61%.
 
 General
and administrative expenses for the three months ended September 30, 2008
and 2007 were $567 and $3,825, respectively a decrease of $2,691 or 85%.
Expenses that increased from the prior period included facilities expenses of
$22,750. Professional fees decreased from $14,405 to $6,000 or 58%.
 
 Liquidity
and Capital Resources
 
 For the
three months ended September 30, 2008, we used net cash of $9,329 in
operating activities, compared with $0 of net cash used in operating activities
for the three months ended September 30, 2007, in comparison to the same
period in the prior year, this is a increase in net cash used in operating
activities of $9,329 from the prior year.
 
 We had
net cash provided by financing activities of $15,000 for the three months ended
September 30, 2008 compared with $0 provided by financing activities for
the three months ended September 30, 2007. Cash provided by financing
activities for the three months ended September 30, 2008 were proceeds from
the sale of 10,000 shares of common stock at $1.50 per share.
 
 At
September 30, 2008, we had cash and cash equivalents available in the
amount of $15,775, an increase of $15,110 compared to the same period in the
prior year
 
 Uncertainties
and Trends
 
 Our
revenues are dependent now, and in the future, upon many factors, including the
following:
 
 •
              
              our
      ability to find attractive target businesses with which to consummate a
      business combination;•
              
              the
      operations, financial condition and management of the identified business
      opportunity;•
              
              the
      performance of a single or small number of operating
      businesses;•
              
              the
      development or market acceptance of a single or limited number of
      products, processes or services;•
              
              numerous
      economic, competitive and regulatory developments; and•
              
              our
      availability to obtain financing sufficient to fund the operations and
      growth of target businesses.
 
 Off
-Balance Sheet Arrangements
 
 We do not
have any off-balance sheet arrangements.
 
 Item 3. Quantitative and Qualitative Disclosures about Market
Risk.
 
 Not
applicable.
 
 Item 4T. Controls and Procedures.
 
 The
Securities and Exchange Commission defines the term “disclosure controls and
procedures” to mean a company's controls and other procedures of an issuer that
are designed to ensure that information required to be disclosed in the reports
that it files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission’s rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Securities Exchange Act of 1934 is
accumulated and communicated to the issuer’s management, including its principal
executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.  The Company maintains such a system of controls and procedures
in an effort to ensure that all information which it is required to disclose in
the reports it files under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified under the
SEC's rules and forms and that information required to be disclosed is
accumulated and communicated to principal executive and principal financial
officers to allow timely decisions regarding disclosure.
 
 As of the
end of the period covered by this report, we carried out an evaluation, under
the supervision and with the participation of our chief executive officer and
chief financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures.  Based on this evaluation, our chief
executive officer and chief financial officer concluded that our disclosure
controls and procedures are designed to provide reasonable assurance of
achieving the objectives of timely alerting them to material information
required to be included in our periodic SEC reports and of ensuring that such
information is recorded, processed, summarized and reported within the time
periods specified.  Our chief executive officer and chief financial officer
also concluded that our disclosure controls and procedures were effective as of
the end of the period covered by this report to provide reasonable assurance of
the achievement of these objectives.
 
 Changes
in Internal Control over Financial Reporting
 
 There was
no change in the Company's internal control over financial reporting during the
period ended September 30, 2008, that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.
 
 PART II – OTHER INFORMATION
 
 Item1. Legal Proceedings.
 
 The
Company is not a party to any pending legal proceedings, and no such proceedings
are known to be contemplated.
 
 Item 1A. Risk Factors.
 
 The risks
we face, as set forth Item 1A, “Risk Factors,” of Part I of our Annual
Report on Form 10-K for the year ended June 30, 2008, have not changed
materially during the three months ended September 30,
2008.
  
  
  Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds.
 
 During
the period July 1, 2008 to September 30, 2008 the Company sold 10,000 shares of
common stock, par value $.001, at $1.50 per share.  Proceeds of
$15,000 will be used for general corporate purposes.
 
 Item 3. Defaults Upon Senior Securities.
 
 None.
 
 Item 4. Submission of Matters to a Vote of Security
Holders.
 
 None.
 
 Item 5. Other Information.
 
 None.
 
 Item 6. Exhibits.
 
 (a)
              The
      following Exhibits are filed
herewith:
 
 31.1
              
              Certifications
      pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act
      of 1934, as amended, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002. (Principal Executive
  Officer)31.2
              
              Certifications
      pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act
      of 1934, as amended, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002. (Principal Financial
  Officer)32.1
              
              Certifications
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002. (Chief Executive
  Officer)32.2
              
              Certifications
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002. (Chief Financial
  Officer)
 
 
  
  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 thereunto
duly authorized.
 
 SILVER
      STAR CAPITAL HOLDINGS, INC./s/
      Cliffe R. BoddenDate:
      December 10, 2008
              
              Cliffe
      R. BoddenPresident
      and Chief Executive Officer/s/
      Jack E. OwensDate:
      December 10, 2008
              
              Jack
      E. OwensChief
      Financial Officer