UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-QSB





(Mark
One)





[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934


For the
quarterly period ended: March 31, 2008





[ ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


For the
transition period
from            to


Commission
file number: 000-52853





SILVER
STAR CAPITAL HOLDINGS, INC.


(Name of
Small Business Issuer in Its Charter)





Florida
            04-3690402(State
      or other jurisdiction of
              Incorporation
      or organization)
            (I.R.S.
      Employer Identification No.)2731
      Silver Star Road, Suite 200
              Orlando,
      Florida
            32808-3935(Address
      of Principal Executive Offices)
            (Zip
      Code)





(407)
522-7201


(Issuer’s
Telephone Number, Including Area Code)





Check
whether the issuer





(1) filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [  ]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes
[ ]   No [X]





APPLICABLE
ONLY TO CORPORATE ISSUERS





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practical date. As of March 31, 2007, there were 11,298,982
shares of the issuer's $.001 par value common stock issued and
outstanding.





Transitional
Small Business Disclosure Format: [  ] Yes  [X]
No










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.


Overview


Plan of
Operation


Competition


Competitive
Advantages


Employees


Intellectual
Property


Government
Regulation


Results of
Operations


Liquidity and Capital
Resources


Plan
of Operation


Off-Balance Sheet
Arrangements


Item
3. Controls and Procedures


PART II
- OTHER INFORMATION


Item
1.


Legal
Proceedings.


Signatures















PART I - FINANCIAL
INFORMATION





Item
      1.
            Financial
  Statements





Silver
Star Capital Holdings, Inc.


formerly
PokerBook Gaming Corporation




BALANCE
SHEETS


March
      31,
            
            
            June
      30,2008
            
            
            2007(Unaudited)
            
            
            (Audited)ASSETSCurrent
      AssetsCash
            
            $
            631
            
            
            $
            665Total
      current assets
            
            
            631
            
            
            
            665Property
      and Equipment
            
            
            ------
            
            
            
            ------Total
      Assets
            
            $
            631
            
            
            $
            665LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)Current
      LiabilitiesAccounts
      Payable
            
            $
            9,534
            
            
            $
            475Total
      current liabilities
            
            
            9,534
            
            
            
            475Stockholders'
      Equity (Deficit)Common
      Stock, $.001 per sharepar
      value, 50,000,000 shares authorized,11,298,982
      shares issued and outstanding atMarch
      31, 2008 and 1,298,982 issued andoutstanding
      at June 30, 2007
            
            
            11,299
            
            
            
            1,299Additional
      Paid in Capital
            
            
            ------
            
            
            
            ------Accumulated
      Deficit(Since
      quasi reorganization May 1, 2007)
            
            
            (20,202
            )
            
            
            (1,109
            )Total
      Stockholders' Equity (Deficit)
            
            
            (8,903
            )
            
            
            190Total
      Liabilities and Stockholders' Equity (Deficit)
            
            $
            631
            
            
            $
            665The
      accompanying notes are an integral part of these
    statements.








Silver Star Capital Holdings, Inc.


formerly
PokerBook Gaming Corporation




STATEMENT
OF OPERATIONS







Nine
      Months EndedMarch
      31,(Unaudited)
            
            
            (Unaudited)2008
            
            
            2007Operating
      ExpensesGeneral
      and Administrative
            
            
            
            
            $
            3,859
            
            
            $
            -Interest
      Expense
            
            
            
            
            
            379
            
            
            
            -Advertising
      and Promotion
            
            
            
            
            
            -
            
            
            
            -Research
      and Development
            
            
            
            
            
            -
            
            
            
            -Professional
      Fees
            
            
            
            
            
            14,855
            
            
            
            -Total
      Expenses
            
            
            
            
            
            19,093
            
            
            
            -Net
      Income/(Loss)
            
            
            
            
            $
            (19,093
            )
            
            $
            -Basic
      and Diluted(Loss)
      per Share
            
            
            a
            
            
            $
            (0.00
            )
            
            $
            -Weighted
      AverageNumber
      of Shares
            
            
            
            
            
            
            10,717,194
            
            
            
            1,298,966a =
      Less than ($0.01) per shareThe
      accompanying notes are an integral part of these
statements












Silver
Star Capital Holdings, Inc.


formerly
PokerBook Gaming Corporation




STATEMENT
OF STOCKHOLDERS' EQUITY (DEFICIT)


From July
1, 2007 To March 31, 2008


(Unaudited)




AccumulatedDeficitPrice
            
            
            
            
            
            
            
            
            
            
            
            (Since
      quasi
            
            
            TotalIssue
            
            Per
            
            
            Common
      Stock
            
            
            
            
            
            Paid
      in
            
            
            reorganization
            
            
            EquityDate
            
            Share
            
            
            Shares
            
            
            Amount
            
            
            Capital
            
            
            May
      1, 2007)
            
            
            (Deficit)Balance
      at July 1, 2007
            
            
            
            
            
            
            1,298,982
            
            
            $
            1,299
            
            
            $
            -
            
            
            $
            (1,109
            )
            
            $
            190Common
      sharesissued
      for services
            27-Jul-07
            
            $
            0.001
            
            
            
            12,000,000
            
            
            
            12,000
            
            
            
            -
            
            
            
            -
            
            
            
            12,000Common
      sharesissued
      above forservices
      cancelled byCompany
            20-Sep-07
            
            
            0.001
            
            
            
            (2,000,000
            )
            
            
            (2,000
            )
            
            
            -
            
            
            
            -
            
            
            
            (2,000
            )Net
      (Loss)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (19,093
            )
            
            
            (19,093
            )Balance,
      March 31, 2008
            
            
            
            
            
            
            
            11,298,982
            
            
            $
            11,299
            
            
            $
            -
            
            
            $
            (20,202
            )
            
            $
            (8,903
            )The
      accompanying notes are an integral part of these
statements








Silver
Star Capital Holdings, Inc.


formerly
PokerBook Gaming Corporation




STATEMENT
OF CASH FLOWS


Nine
      Months EndedMarch
      31,2008
            
            
            2007(Unaudited)
            
            
            (Unaudited)Operating
      ActivitiesNet
      Profit / (Loss)
            
            $
            (19,093
            )
            
            $
            -Significant
      Non-Cash TransactionsFair
      value of stock issued forprofessional
      services
            
            
            10,000
            
            
            
            -Changes
      in Assets and LiabilitiesIncrease/(Decrease)
      in accounts payable
            
            
            9,059
            
            
            
            -Net
      Cash provided (used)by
      operating activities
            
            
            (34
            )
            
            
            -Net
      increase in cash
            
            
            (34
            )
            
            
            -Cash,
      Beginning of Period
            
            
            665
            
            
            
            434Cash,
      End of Period
            
            $
            631
            
            
            $
            434Significant
      Non-Cash Transactions1.
      During the period the Company issued 10,000,000 common shares at $.001 for
      professional servicesThe
      accompanying notes are an integral part of these
statements










Silver
Star Capital Holdings, Inc.


formerly
PokerBook Gaming Corporation




NOTES TO
FINANCIAL STATEMENTS


March 31,
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
financial statements should be read in conjunction with the audited financial
statements for the years ended June 30, 2007 and 2006, contained in the
Company’s registrations statement on Form 10-SB/A dated October 19, 2007. Since
certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted pursuant to instructions to Form 10-QSB of regulation S-B as
promulgated by the Securities and Exchange Commission, these financial
statements specifically refer to the footnotes to the financial statements of
the Company as of June 30, 2007 and 2006.  In the opinion of
management, these unaudited interim 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 nine months ended
March 31, 2008, should not necessarily be taken as indicative of the results of
operations that may be expected for the fiscal year ending June 30,
2008.





2.
            Business and
  Organization





Silver
Star Capital Holdings, Inc. f/k/a/ 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 a hospitality company whose business plan includes the development
and acquisition of businesses that own, operate, and develop unique concept
hotels in exotic locations.





Operations
of the Company through the date of these financial statements have been devoted
primarily to 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.
            Accounting For Obligations And Instruments
      Potentially To Be Settled In The Company’s Own
  Stock





The
Company accounts for obligations and instruments potentially to be settled in
the Company’s stock in accordance with EITF Issue No. 00-19, Accounting for
Derivative Financial Instruments Indexed To, and Potentially Settled In a
Company’s Own Stock. This issue addresses the initial balance sheet
classification and measurement of contracts that are indexed to, and potentially
settled in, the Company’s own stock.





Under
EITF Issue No. 00-19 contracts are initially classified as equity or as either
assets or liabilities, in the following situations:





Equity





·
            Contracts
      that require physical settlement or net-share settlement;
    and·
            Contracts
      that give the company a choice of net-cash settlement or settlement in its
      own shares (physical settlement or net-share settlement), assuming that
      all the criteria for equity classification have been
  met.





Assets or
Liabilities





·
            Contracts
      that require net-cash settlement (including a requirement to net-cash
      settle the contract if an event occurs and if that event is outside the
      control of the company); and·
            Contracts
      that give the counter-party a choice of net-cash settlement or settlement
      in shares (physical settlement or net-share
  settlement).





All
contracts are initially measured at fair value and subsequently accounted for
based on the current classification. Contracts initially classified as equity do
not recognize subsequent changes in fair value as long as the contracts continue
to be classified as equity. For contracts classified as assets or liabilities,
the Company reports changes in fair value in earnings and discloses these
changes in the financial statements as long as the contracts remain classified
as assets or liabilities. If contracts classified as assets or liabilities are
ultimately settled in shares, any previously reported gains or losses on those
contracts continue to be included in earnings. The classification of a contract
is reassessed at each balance sheet date.





In
accordance with EITF Issue No. 00-19, a transaction which includes a potential
for net-cash settlement, including liquidated damages, requires that derivative
financial instruments, including warrants and additional investment rights,
initially be recorded at fair value as an asset or liability and subsequent
changes in fair value be reflected in the statement of operations. The recorded
value of the liability for such





derivatives
can fluctuate significantly based on fluctuations in the market value of the
underlying common stock of the issuer of the derivative instruments, as well as
in the volatility of the stock price during the term used for observation and
the remaining term.





Warrant
Derivative Liabilities





The
Company accounts for warrants issued in connection with financing arrangements
in accordance with EITF Issue No. 00-19, Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.
Pursuant to EITF Issue No. 00-19, an evaluation of specifically identified
conditions is made to determine whether the fair value of warrants issued is
required be classified as a derivative liability. The fair value of warrants
classified as derivative liabilities is adjusted for changes in fair value at
each reporting period, and the corresponding non-cash gain or loss is recorded
in current period earnings.





The
impact of other related, recently issued, pronouncements are summarized as
follows:





EITF
Issue 04-8, “The Effect of Contingently Convertible Instruments on Diluted
Earnings per Share.” The EITF reached a consensus that contingently convertible
instruments, such as contingently convertible debt, contingently convertible
preferred stock, and other such securities should be included in diluted
earnings per share (if dilutive) regardless of whether the market price trigger
has been met. The consensus became effective for reporting periods ending after
December 15, 2004. The adoption of this pronouncement does not currently have an
effect on the Company’s financial statements because the inclusion of common
stock equivalents in earnings per share is anti-dilutive.





In
September 2005, the FASB ratified the Emerging Issues Task Force’s (“EITF”)
Issue No. 05-7, “Accounting for Modifications to Conversion Options Embedded in
Debt Instruments and Related Issues,” which addresses whether a modification to
a conversion option that changes its fair value affects the recognition of
interest expense for the associated debt instrument after the modification and
whether a borrower should recognize a beneficial conversion feature not a debt
extinguishment if a debt modification increases the intrinsic value of the debt
(for example, the modification reduces the conversion price of the debt). In
September 2005, the FASB also ratified the EITF’s Issue No. 05-8, “Income Tax
Consequences of Issuing Convertible Debt with a Beneficial Conversion Feature,”
which discusses whether the issuance of convertible debt with a beneficial
conversion feature results in a basis difference arising from the intrinsic
value of the beneficial conversion feature on the commitment date (which is
treated as recorded in the shareholder’s equity for book purposes, but as a
liability for income tax purposes), and, if so, whether that basis difference is
a temporary difference under FASB Statement No. 109, “Accounting for Income
Taxes.” The Company is currently in the process of evaluating the effect that
the adoption of this pronouncement may have on its financial
statements.





In
September 2005, the FASB also ratified the EITF’s Issue No. 05-8, “Income Tax
Consequences of Issuing Convertible Debt with a Beneficial Conversion Feature,”
which discusses whether the issuance of convertible debt with a beneficial
conversion feature results in a basis difference arising from the intrinsic
value of the beneficial conversion feature on the commitment date (which is
treated recorded in the shareholders’ equity for book purposes, but as a
liability for income tax purposes), and, if so, whether that basis difference is
a temporary difference under FASB Statement No. 109, “Accounting for Income
Taxes.” We currently carry an allowance for all deferred taxes and, therefore we
do not believe the adoption of this pronouncement will have any impact on our
financial statements.





9.
            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.








10.
            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.





11.
            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.





12.
            Recent Accounting
      Pronouncements





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.
We are currently evaluating the effect that the adoption of SFAS 157 will have
on our results of operations and financial condition and are not yet in a
position to determine such effects.





In
September 2006, the SEC staff issued Staff Accounting Bulletin No. 108,
Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements (“SAB 108”). SAB 108
establishes an approach that requires quantification of financial statements
misstatements based on the effect of the misstatements on each of the Company’s
consolidated financial statements and the related financial statement
disclosures. SAB 108 is effective for the year ending June 30, 2007. The
adoption of this statement did not have an impact on our financial position or
results of operations.





In June
2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes – an Interpretation of FASB Statement 109 (“FIN 48”), which
clarifies the accounting for uncertain tax positions. This Interpretation allows
the tax effects from an uncertain tax position to be recognized in the Company’s
financial statements if the position is more likely than not to be sustained
upon audit, based on the technical merits of the position. FIN 48 also provides
guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition. FIN 48 is effective for fiscal years
beginning after December 15, 2006. We do not expect the adoption of FIN 48 to
have a material impact on our financial statements.





NOTE B -
PROPERTY AND EQUIPMENT





At March
31, 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 March
31, 2008, with a par value of $.001.





On July
27, 2007, the Company issued 12,000,000 shares of common stock at $.001 (par
value and estimated fair value) in exchange for services performed relative to
our quasi reorganization.





On
September 20, 2007, the Company cancelled 2,000,000 of the shares issued on July
27, 2007, to an individual, following his departure from the Company. These
shares were cancelled at $.001 (the issuance price which approximated estimated
fair value).





At March
31, 2008, the Company had 11,298,982 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).





Item 2.
            Management’s Discussion and Analysis of
      Financial Condition and Results of
  Operations.





This
following information specifies certain forward-looking statements of management
of the company. Forward-looking statements are statements that estimate the
happening of future events and are not based on historical fact. Forward-looking
statements may be identified by the use of forward-looking terminology, such as
“may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”,
“probable”, “possible”, “should”, “continue”, or similar terms, variations of
those terms or the negative of those terms. The forward-looking statements
specified in the following information have been compiled by our management on
the basis of assumptions made by management and considered by management to be
reasonable. Our future operating results, however, are impossible to predict and
no representation, guaranty, or warranty is to be inferred from those
forward-looking statements.





The
assumptions used for purposes of the forward-looking statements specified in the
following information represent estimates of future events and are subject to
uncertainty as to possible changes in economic, legislative, industry, and other
circumstances. As a result, the identification and interpretation of data and
other information and their use in developing and selecting assumptions from and
among reasonable alternatives require the exercise of judgment. To the extent
that the assumed events do not occur, the outcome may vary substantially from
anticipated or projected results, and, accordingly, no opinion is expressed on
the achievability of those forward-looking statements. We cannot guaranty that
any of the assumptions relating to the forward-looking statements specified in
the following information are accurate, and we assume no obligation to update
any such forward-looking statements.





Critical Accounting Policies and
Estimates. Our Management’s Discussion and Analysis of Financial
Condition and Results of Operations section discusses our financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. On an on-going basis, management evaluates its estimates and
judgments, including those related to revenue recognition, accrued expenses,
financing operations, and contingencies and litigation. Management bases its
estimates and judgments on historical experience and on various other factors
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions. The most
significant accounting estimates inherent in the preparation of our financial
statements include estimates as to the appropriate carrying value of certain
assets and liabilities which are not readily apparent from other
sources.





These
accounting policies are described at relevant sections in this discussion and
analysis and in the notes to the financial statements included in our
Registration Statement on Form 10-SB for the period ended June 30, 2007 and June
30, 2006.





Overview





Organization





Silver
Star Capital Holdings, Inc. was organized pursuant to the laws of the State of
Florida on May 17, 2002, under the name “PokerBook Gaming Corporation” with an
authorized capital of 100,000,000 shares of common stock of a par value of
$0.001 per share.  The Company was formed for the primary purpose of
engaging in the development and distribution of a portfolio of Internet gaming
software.





On
October 13, 2006, we abandoned our Internet software interests as part of a
planned restructuring of the Company to enable us to re-commence business
operations as may be determined by our Board of Directors, and to place us in a
better position to raise funding for any such determined operations or to create
a capital structure that would allow us to acquire an ongoing business that
would be beneficial to our stockholders.





Effective
March 9, 2007, we decreased our authorized capital from 100,000,000 to
50,000,000 shares of $0.001 common stock; and we changed our corporate name to
“Silver Star Capital Holdings, Inc.”





On May 2,
2007, we effected a reverse split of our 64,948,300 outstanding shares of common
stock on a basis of one share for fifty shares, while retaining our authorized
capital, common stock and par value, with appropriate adjustments in our capital
accounts.





General Business
History





We were
originally organized for the primary purpose of engaging in the development and
distribution of a portfolio of Internet gaming software.





The
Company’s common stock began trading on the National Quotation Bureau’s “Pink
Sheets” in June 2004 under the symbol “POKG.”





During
the period June 2005 to October 2006 the Company was inactive and carried on no
material business operations.





On
October 13, 2006, the Company abandoned its Internet software interests and
reorganized itself into a hospitality company pursuant to plan of
quasi-reorganization approved and authorized by the Board of
Directors.





In May
2007, the Company’s trading symbol changed from “POKG” to “SSTA.”  In
addition, we completed a quasi reorganization, pursuant to ARB 43,
unanimously approved by our Board of Directors after reaching a settlement
agreement with all of our significant creditors and by the revaluation of all of
our 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.  The effect of these procedures was to eliminate our
additional paid in capital account and to restate our retained earnings
(accumulated deficit) to ($1,109).





The
effective completion date of our quasi reorganization was May 1,
2007.





Our Current
Business





Our
current business plan involves the acquisition, development and redevelopment
boutique hotels, luxury resort condominiums and other unique hospitality
concepts in select travel markets throughout Central America and the Caribbean.
Our core business is real estate development and we are actively seeking
opportunities within the hospitality sector in an effort to assemble a portfolio
of world-class properties which offer the potential for exceptional returns for
our stakeholders.





Our
current strategy calls for aggressive expansion within our target markets. In
general, we seek property acquisition, development and re-development
opportunities which offer luxurious accommodations with a broad range of
amenities, tailored to the specific tastes, preferences and passions of
specialized segments of the adventure and leisure travel markets.





Our
principal offices are located at 2731 Silver Star Road, Suite 200, Orlando,
Florida 32808-3935, telephone: (407) 522-7201, facsimile: (407)
295-0421.




Plan of Operation





The
Company’s core business is real estate development and we intend to grow our
asset base through the replication of our business model on an individualized
but consistent basis across a growing boutique hotel and resort condominium
portfolio and by leveraging our Beach House brand for expansion in planned and
new markets. We believe that our current management team and operating
infrastructure will provide us with the ability to successfully integrate assets
into our portfolio as we grow and expand.





·
            Unique Real Estate
      Opportunities. We seek hospitality related real estate acquisition,
      development and re-development opportunities that are unique in concept,
      viable and feasible with significant
potential.





·
            Target Markets. We
      base our decisions to enter new markets on a number of criteria and focus
      on markets that attract affluent travelers who value a distinctive and
      sophisticated atmosphere and outstanding service. We will seek to grow in
      markets with multiple demand
drivers.





·
            Flexible Business Model
      . We intend to be flexible with respect to all transaction structures and
      real estate requirements as we pursue development, acquisition, joint
      venture and other opportunities. As we pursue these opportunities, we will
      focus on our critical objectives of providing us with a meaningful
      percentage of any equity growth or a significant total dollar return on
      investment.





Revenues





The
Company anticipates that its revenues will be derived primarily from the
operating results of its hotels. Hotel revenues are most easily explained by the
three primary performance indicators that are commonly used in the hospitality
industry:




·
            occupancy,





·
            average
      daily rate, or ADR, and





·
            revenues
      per available room, or RevPAR, which is the product of ADR and average
      daily occupancy; but, however, does not include food and beverage revenue,
      other hotel operating revenue such as telephone, parking and other guest
      services, or management fee
revenue.





It is
anticipated that substantially all of our revenue will be derived from the
operation of boutique hotels and resorts owned by the Company. Specifically,
these revenues will consist of:





·
            Rooms
      Revenue. Occupancy and ADR will be the major drivers of rooms
      revenue.





·
            Food
      and Beverage Revenue. Due to the all-inclusive nature of our service
      offering, food and beverage revenue is anticipated to be less than hotels
      and resorts which are not all-inclusive and which offer bars and
      restaurants to guests and local
customers.





·
            Other
      Hotel Revenue. Ancillary revenue such as telephone, internet access,
      entertainment and other guest services that are principally driven by
      occupancy.





Fluctuations
in revenues, which tend to correlate with changes in gross domestic product, are
driven largely by general economic and local market conditions but can also be
impacted by major events, such as terrorist attacks or natural disasters, which
in turn affect levels of leisure travel.


The
seasonal nature of the hospitality business can also impact revenues. We expect
to experience some seasonality in our business.





In
addition to economic conditions, supply is another important factor that may
affect future revenues. Room rates and occupancy tend to fall when supply
increases unless the supply increases unless the supply growth is offset by an
equal or greater increase in demand. A recent trend among hotel owners is the
conversion of hotel rooms to condominium apartments which may reduce the
available supply of hotel rooms in our target locations resulting in increased
demand for the remaining hotels.





Finally,
competition within the hospitality industry can affect revenues. Competitive
factors in the hospitality industry include name recognition, quality of
service, convenience of location, quality of the property, pricing, and range
and quality of food services and amenities offered. In addition, our hotel
properties will be located in areas where there are numerous competitors, many
of whom have substantially greater resources than us. New or existing
competitors could offer significantly lower rates or more convenient locations,
services or amenities or significantly expand, improve or introduce new service
offerings in markets in which our hotels compete, thereby posing a greater
competitive threat than at present. If we are unable to
compete effectively, we may not be able to capture market share, which
could adversely affect our future revenues.











Operating Costs and
Expenses





The
Company’s operating costs and expenses will be limited to senior management
compensation, legal and professional fees, office rent, income taxes and
other administrative expenses.  It is anticipated that operating
income derived from subsidiary businesses will be sufficient to meet such
operating cost and expenses.  Operating costs and expenses of
subsidiary companies will consist of the costs to provide hotel services,
including:





·
            Rooms Expense. Rooms
      expense includes the payroll and benefits for the front office,
      housekeeping, concierge and reservations departments and related expenses,
      such as laundry, rooms supplies, travel agents commission and reservation
      expense. Like rooms revenue, occupancy is a major driver of rooms expense,
      which has a significant correlation with rooms
  revenue.





·
            Food and Beverage
      Expense. Contrary to food and beverage revenue, due to the
      all-inclusive nature of our hotels, food and beverage revenue is
      anticipated to be greater than hotels and resorts which are not
      all-inclusive and directly correlated to
  occupancy.





·
            Other Departmental
      Expense. Occupancy is the major driver of other departmental
      expense, which includes telephone and other expenses related to the
      generation of other hotel revenue.





·
            Hotel Selling, General and
      Administrative Expense. Consisting of administrative and general
      expenses, such as payroll and related costs, travel expenses and office
      rent, advertising and promotion expenses, comprising the payroll of the
      hotel sales teams and advertising, marketing and promotion expenses for
      our hotel properties, utility expense and repairs and maintenance expenses
      comprising the ongoing costs to repair and maintain our hotel
      properties.





·
            Taxes and Insurance.
      Property taxes, insurance and other consist primarily of insurance
      costs and property taxes.





·
            Depreciation and Amortization
      Expense. Hotel properties are depreciated using the straight-line
      method over estimated useful lives of 39.5 years for buildings and three
      years for furniture, fixtures and
equipment.





Most
categories of variable operating expenses, such as operating supplies and
certain labor such as housekeeping, are expected to fluctuate with changes in
occupancy. Increases in RevPAR attributable to increases in occupancy may be
accompanied by increases in most categories of variable operating costs and
expenses. Increases in RevPAR attributable to improvements in ADR will typically
only result in increases in limited categories of operating costs and expenses,
primarily credit card and travel agent commissions. Thus, improvements in ADR
will have a more significant impact on improving our operating margins than
occupancy.





Notwithstanding
any efforts to reduce variable costs, there are limits to how much we may be
able to accomplish because we will have significant fixed costs, such as
depreciation and amortization, labor costs and employee benefits, insurance and
other expenses associated with owning hotels that do not necessarily decrease
when circumstances such as market factors cause a reduction in our hotel
revenues.





Competition


Competition
in the hospitality industry reflects a highly fragmented group of owners and
operators offering a wide range of quality and service levels. Our hotels will
compete with other hotels in the segments of the hospitality market in their
respective locations. These segments of the market consist of traditional hotels
in the luxury sector and boutique hotels in the same local area.





We will
compete by providing a differentiated combination of location, design, amenities
and service. We will constantly striving to enhance the experience and service
we are providing for our guests and have a continuing focus on improving our
customer experience.





Competitive Advantages





We
believe that the Company’s business strategy will produce significant
competitive advantages relative to other industry participants.




·
            Segment Creation. The
      pioneer of the all-inclusive concept, John Issa of SuperClubs, recognized
      that during the oil embargo-caused recession in the early 1970s, only two
      areas of the tourism industry were unaffected, Club Med and cruise ships.
      While different in image, they shared one thing in common – they were both
      all-inclusive. Later, the concept was elevated to new heights with
      Hedonism, a super-inclusive resort for pleasure seekers. Our Beach House
      model will take this all-inclusive concept further offering luxurious
      accommodations and specialized services to uninhibited spirits in search
      of the freedom to have world-class
fun.





·
            Distinctive Lodging
      Experience. The customer experience in our hotels will be unlike
      that in most branded hotel and resort chains.  While a typical
      hotel chain offers a standard “box”, our hotels will be characterized by
      all inclusive, luxury accommodations, a wide range of amenities and
      activities, and unparalleled personalized
  service.





·
            Brand Awareness. We seek
      to promote the Beach House concept worldwide, an umbrella brand under
      which all of its properties will operate.  It is anticipated
      that our resorts will generate significant brand awareness through our
      distinctive nature and atmosphere.





·
            Exotic Locations. The
      Company seeks to develop or acquire businesses involved in hotel
      ownership, management and operations in select exotic locations throughout
      Central America and the Caribbean. These markets generally offer multiple
      demand drivers, such as diving, sport fishing, casinos, eco-tourism and
      other points of interest.





·
            Experienced Management.
      Our management team consists of a group of professionals with extensive
      experience in the disciplines necessary to operate and grow our business.
      As our business and asset base expands, we will create processes and
      systems supported by technology that we believe will result in a
      state-of-the-art operating infrastructure. We believe the experience of
      our management team and key employees and the quality of our systems will
      provide us with a platform to grow while maintaining
    quality.





Employees





The
Company has 5 employees of which 2 are considered full time.





Intellectual Property





The
Company does not currently hold any Patents, trademarks, licenses, franchises or
concessions. The Company is not currently party to any royalty agreements or
labor contracts. The Company plans to register “Beach House Resorts” and
“Opulent Informality” as its trademarks.





Government Regulation





Our
hotels will be subject to numerous laws, including those relating to the
preparation and sale of food and beverages, such as health and liquor license
laws. Our hotels may also be subject to laws governing employees in our
hotels in such areas as minimum wage and maximum working hours, overtime,
working conditions, hiring and firing employees and work permits. Also, our
ability to expand may be dependent upon our obtaining necessary building permits
or zoning variances from local authorities.





Results of Operations





The
following discussion and analysis provides information our management believes
is relevant to an assessment and understanding of our results of operations and
financial condition. The discussion should be read in conjunction with the
financial statements and footnotes that appear elsewhere in this
report.





For
the nine months ended March 31, 2008 and March 31, 2007.





Revenue – We are still in our
organizational stage and have generated no revenue to date.





Expenses – We incurred
operating expenses of $19,093 for the nine month period ended March 31, 2008.
These expenses consisted of professional fees and general and administrative
expenses.  For the nine month period ended March 31, 2007, the
Company's operations consisted of marketing, raising capital and administrative
activities.





Net loss – Net loss for the
nine month period ended March 31, 2008 was $19,093. During the nine month period
ended March 31, 2007, the Company had no operations. We have not recorded
any income tax benefits related to the operating loss generated during the nine
month period ended March 31, 2008.





Net loss per share – For the nine month
period ended March 31, 2008, net loss per share was less than $.01.  For
the period, per share loss was computed based on 10,717,164 weighted average
common shares outstanding.  The Company had no operations during the
nine month period ended March 31, 2007 and therefore, did not have net operating
results to calculate earnings or loss per common shares.





In order
to achieve our business plan goals, we need the funding from the offering
of registered shares pursuant to our SB-2 Registration Statement filed with the
Securities and Exchange Commission under file number 333-146949 which
became effective on November 21, 2007. As of March 31, 2008 we had sold no
shares.





Liquidity and Capital Resources





As of
March 31, 2008 we had cash of $631 and no other assets.





Our
current liabilities were $9,534 as of March 31, 2008, which was represented
solely by accounts payable for professional fees and computer supplies. We had
no other liabilities including long term commitments or contingencies as of
March 31, 2008.





The
Company is a holding company with limited ongoing expenses. There is doubt about
the ability of the Company to continue in existence unless additional working
capital is obtained. It is anticipated that full implementation of our business
plan will require the completion of our offering pursuant to our SB-2
registration statement. The Company believes that the financing proceeds will be
sufficient to fund operations for the next 12 months. However, there can be no
assurance we will successfully conclude the offering with maximum proceeds or
that changing circumstances and unforeseen events will not cause us to miss our
projected sales or increase our anticipated spending.  To the extent that
funds from our anticipated equity financing are insufficient to fund our future
operating requirements, we may be unable to execute our current business plans.
Any equity or debt financings, if available at all, may be on terms that are not
favorable to us.  If adequate capital is not available on acceptable terms
or at all, we may be unable to fully execute our business plan and we could be
forced to delay, scale back or eliminate certain business development
activities.  In addition, any inability to obtain financing on reasonable
terms or at all could have a material negative effect on our business, operating
results or financial condition to such an extent that we would be forced to
restructure, reorganize, seek bankruptcy court protection, sell assets or cease
operations, any of which would put the funds of equity investors at risk. 
We do not have any present commitments or arrangements for additional financing,
and except as described above, we are not in negotiations to obtain additional
financing.





Plan of Operation





During
the next twelve months, we plan on concentrating our efforts in the following
areas:


1.
            Financing. The Company
      is currently offering registered shares pursuant to our SB-2 Registration
      Statement filed with the Securities and Exchange Commission under file
      number 333-146949 which became effective on November 21, 2007. The
      Company plans to complete the offering, with maximum proceeds of $6
      million, on our before November 21,
2008.





2.
            Real Estate Acquisitions and
      Development. Our current strategy calls for aggressive expansion
      throughout Central America and the Caribbean. We are currently pursuing
      hotel acquisition and resort condominium development opportunities within
      these target markets.





3.
            Marketing. The Company
      plans to engage a leading hospitality management company to
      promote the experience associated with its Beach House brand of
      boutique hotels. Marketing initiatives will be customized in order to
      account for market segment and preferences and market conditions.
      Consistent major campaign and branding concepts will be utilized
      throughout all our marketing
activities.





We are
not currently conducting any research and development activities. We do not
anticipate that we will purchase or sell any significant equipment. In the event
that we generate significant revenues and expand our operations, then we may
need to hire additional employees or independent contractors as well as purchase
or lease additional equipment.





Off-Balance Sheet Arrangements





We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.





Item 3.
            Controls
      and Procedures





We carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures as of March 31, 2008. This evaluation was accomplished under the
supervision and with the participation of our chief executive officer, principal
executive officer, chief financial officer/principal accounting officer who
concluded that our disclosure controls and procedures are effective to ensure
that all material information required to be filed in the quarterly report on
Form 10-QSB has been made known to them. As of March 31, 2008, and the date of
this Report, Cliffe R. Bodden served as our Chief Executive Officer and Jack E.
Owens served as our Chief Financial Officer (which duties include that of
principal accounting officer). There have been no changes in our internal
controls over financial reporting which could significantly affect or are
reasonably likely to materially affect internal controls subsequent to the date
we completed our evaluation and the date of filing of this Report on Form
10-QSB.





Disclosure
controls and procedures are designed to ensure that information required to be
disclosed in our reports filed or submitted under the Securities Exchange Act 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 in our reports filed under the
Exchange Act is accumulated and communicated to management, including our Chief
Executive Officer and Chief Financial Officer, to allow timely decisions
regarding required disclosure.








PART II - OTHER INFORMATION





Item
      1.
            Legal
  Proceedings.





The
Company knows of no material, active or pending legal proceedings against them;
nor is the Company involved as a plaintiff in any material proceeding or pending
litigation.





The
Company knows of no active or pending proceedings against anyone that might
materially adversely affect an interest in the Company.





Item
      1A.
            Risk
Factors





In
addition to the other information set forth in this report, you should carefully
consider the factors discussed in Part I, “Item 1A. Risk Factors” in our
Registration Statement on Form 10-SB for the fiscal years ended June 30,
2007 and June 30, 2006. These risks and uncertainties have the potential to
materially affect our business, financial condition, results of operations, cash
flows, common stock, projected results and future prospects. We do not believe
that there have been any material changes to the risk factors previously
disclosed in our Registration Statement on Form 10-SB for the fiscal years
ended June 30, 2007 and June 30, 2006.





Item
      2.
            Unregistered Sales of Equity Securities and
      Use of Proceeds.





None





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.





Exhibit
      No.
            
            Description
      of Exhibit31.1
            
            Certification of Chief
      Executive Officer pursuant to Section 302of the Sarbanes-Oxley
      Act of 2002.*31.2
            
            Certification of Chief
      Financial Officer pursuant to Section 302of the Sarbanes-Oxley
      Act of 2002.*32.1
            
            Certificate of Chief
      Executive Officer pursuant to 18 U.S.C.1350, as created by
      Section 906 of the Sarbanes-Oxley Act of
      2002.*32.2
            
            Certificate of Chief
      Financial Officer pursuant to 18 U.S.C.1350, as created by
      Section 906 of the Sarbanes-Oxley Act of
      2002.*





* Filed
herewith.























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 hereunto
duly authorized.





SILVER
      STAR CAPITAL HOLDINGS, INC.May
      12, 2008
            /s/
      CLIFFE R. BODDENCliffe
      R. BoddenPresident
      and Chief Executive OfficerMay
      12, 2008
            /s/
      JACK E. OWENSChief
      Financial Officer