**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:
      September 30, 2007





[   ]
      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**
              (State
                or other jurisdiction of
              Incorporation
                or organization)
            **04-3690402**
              (I.R.S.
                Employer Identification No.)**2731
                Silver Star Road, Suite 200**
              **Orlando,
                Florida**
              (Address
                of Principal Executive Offices)
            **32808-3935**
              (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 September 30, 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


Our
      Growth Strategy


Employees


Intellectual
      Property


Government
      Regulation


Results
      of Operations


Liquidity
      and Capital Resources




Item
      3.              Controls and
      Procedures




PART II
      - OTHER INFORMATION




Item
      1.             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








**PART
        I - FINANCIAL INFORMATION**
 
 **Item
        1.                      Financial
        Statements**


Silver
      Star Capital Holdings, Inc.


formerly
      PokerBook Gaming Corporation


BALANCE
      SHEET







September
                30,
            
            
            June
                30,2007
            
            
            2007(Unaudited)
            
            
            (Audited)**ASSETS**Current
                  AssetsCash
            
            $
            665
            
            
            $
            665Total
                  Current Assets
            
            
            665
            
            
            
            665Property
                  and Equipment
            
            
            ------
            
            
            
            ------Total
                  Assets
            
            $
            665
            
            
            $
            665**LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)**Current
                LiabilitiesAccounts
                  Payable
            
            $
            8,705
            
            
            $
            475Total
                  Current Liabilities
            
            
            8,705
            
            
            
            475Stockholders'
                  Equity (Deficit)Common
                  Stock, $.001 per sharepar
                value, 50,000,000 shares authorized,11,298,982
                  shares issued and outstanding atSeptember
                30, 2007 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)
            
            
            (19,339
            )
            
            
            (1,109
            )Total
                Stockholders' Equity (Deficit)
            
            
            (8,040
            )
            
            
            190Total
                Liabilities and Stockholders' Equity (Deficit)
            
            $
            665
            
            
            $
            665






The
      accompanying notes are an integral part of these statements.














Silver
      Star Capital Holdings, Inc.


formerly
      PokerBook Gaming Corporation


STATEMENT
      OF OPERATIONS







Three
                Months EndedJune
                30,(Unaudited)
            
            
            (Unaudited)2007
            
            
            2006Net
              Revenues
            
            
            
            
            $
            -
            
            
            $
            -Operating
              ExpensesGeneral
                and Administrative
            
            
            
            
            
            3,825
            
            
            $
            -Interest
                  Expense
            
            
            
            
            
            -
            
            
            
            -Advertising
                and Promotion
            
            
            
            
            
            -
            
            
            
            -Research
                  and Development
            
            
            
            
            
            -
            
            
            
            -Professional
                Fees
            
            
            
            
            
            14,405
            
            
            
            -Total
                Expenses
            
            
            
            
            
            18,230
            
            
            
            -Net
                Income/(Loss)
            
            
            
            
            $
            (18,230
            )
            
            $
            -Basic
                and Diluted(Loss)
                  per Share
            
            
            a
            
            
            $
            (0.00
            )
            
            $
            -Weighted
                  AverageNumber
                of Shares
            
            
            
            
            
            
            9,559,852
            
            
            
            1,298,966a
                  =
                  Less than ($0.01) per share




The
      accompanying notes are an integral part of these statements.














Silver
      Star Capital Holdings, Inc.


formerly
      PokerBook Gaming Corporation


STATEMENT
      OF STOCKHOLDERS' EQUITY





From
                July 1, 2007 To September 30, 2007(Unaudited)DeficitAccumulatedPrice
            
            
            
            
            
            
            
            
            
            
            
            (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
                  shares issued for services
            27-Jul-07
            
            $
            0.001
            
            
            
            12,000,000
            
            
            
            12,000
            
            
            
            -
            
            
            
            -
            
            
            
            12,000Common
                shares issued above for services cancelled by Company
            20-Sep-07
            
            
            0.001
            
            
            
            (2,000,000
            )
            
            
            (2,000
            )
            
            
            -
            
            
            
            -
            
            
            
            (2,000
            )Net
                (Loss)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (18,230
            )
            
            
            (18,230
            )**Balance,
                September 30, 2007**
            
            
            
            
            
            
            
            11,298,982
            
            
            $
            11,299
            
            
            $
            -
            
            
            $
            (19,339
            )
            
            $
            (8,040
            )




The
      accompanying notes are an integral part of these statements.













Silver
      Star Capital Holdings, Inc.


formerly
      PokerBook Gaming Corporation


STATEMENT
      OF CASH FLOWS







Three
                Months EndedSeptember
                30,2007
            
            
            2006(Unaudited)
            
            
            (Unaudited)Cash
                  Flows Operating ActivitiesNet
                  Profit / (Loss)
            
            $
            (18,230
            )
            
            $
            -Significant
                  Non-Cash TransactionsFair
                value of stock issued forprofessional
                  services
            
            
            10,000
            
            
            
            -Increase
                (Decrease) inAccounts
                  Payable
            
            
            8,230
            
            
            
            -Net
                  Cash Provided (Used)by
                Operating Activities
            
            
            -
            
            
            
            -Net
                Increase In Cash
            
            
            -
            
            
            
            -Cash,
                Beginning of Period
            
            
            665
            
            
            
            434Cash,
                End of Period
            
            $
            665
            
            
            $
            434Significant
                  Non-Cash Transactions1.      
                During the period the Company issued 10,000,000 common shares at
                $.001
                forprofessional
                  services







The
      accompanying notes are an integral part of these statements.











Silver
      Star Capital Holdings, Inc.


formerly
      PokerBook Gaming Corporation


NOTES
      TO FINANCIAL STATEMENTS


September
      30, 2007







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, included in this
      registration statement.  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 three months ended September 30, 2007, 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., 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 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 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.







Silver
      Star Capital Holdings, Inc.


formerly
      PokerBook Gaming Corporation


NOTES
      TO
      FINANCIAL STATEMENTS


September
      30, 2007








NOTE
      A -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  - continued




3.  Property
      and Equipment- continued





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.











Silver
      Star Capital Holdings, Inc.


formerly
      PokerBook Gaming Corporation


NOTES
      TO
      FINANCIAL STATEMENTS


September
      30, 2007








NOTE
      A -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued






5.  Stock Based Compensation–continued





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














Silver
      Star Capital Holdings, Inc.


formerly
      PokerBook Gaming Corporation


NOTES
      TO
      FINANCIAL STATEMENTS


September
      30, 2007








NOTE
      A -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued




6.  Income Taxes–continued





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.








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.
   8. 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.





9.  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.
 
 Silver
        Star Capital Holdings, Inc.


formerly
      PokerBook Gaming Corporation


NOTES
      TO
      FINANCIAL STATEMENTS


September
      30, 2007


NOTE
        A -
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
  11.  Recent
        Accounting Pronouncements–continued
 
 In
        June
        2006, the FASB issued FASB Interpretation No. 48, *Accounting for Uncertainty
        in Income Taxes**–**an Interpretation of FASB Sta**tement
        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
        - STOCKHOLDERS EQUITY
 
 Common
        Stock
 
 The
        Company’s single class common stock had authorized shares of 50,000,000 at
        September 30, 2007, 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 professional
        services.
 
 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
        September 30, 2007, the Company had 11,298,982 shares of its common stock
        issued
        and outstanding.






NOTE C
        – 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





The
      Company 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 $0.001common
      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. All computations in this Memorandum take into account this reverse
      split.




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 of businesses that own, operate,
      develop and redevelop boutique hotel properties in select resort markets in
      Central America and the Caribbean. We seek to accumulate a portfolio of boutique
      hotels under our “Beach House” concept, offering luxurious accommodations
      with a broad range of amenities, tailored to the specific tastes,
      preferences and passions of specialized segments of the leisure travel market.
      Our “Beach House” concept of “Opulent Informality” is designed to create the
      perfect care-free playground for uninhibited spirits in search of
      the freedom to have world-class fun.





Unlike
      traditional brand-managed or franchised hotels, boutique hotels provide their
      guests with what we believe is a distinctive lodging experience. Each of our
      hotels will have a personality specifically tailored to reflect the local market
      environment and features modern, sophisticated design and highly personalized
      service.





Our
      objective is to develop the “Beach House” brand of all-inclusive, luxury
      boutique hotels. We believe this combination of lodging and social experiences,
      and association with our brand, will drive occupancy levels and pricing power
      in
      the markets in which we will operate. We expect, through wholly-owned
      subsidiaries, to own, acquire, redevelop and develop new hotel properties that
      are consistent with our “Beach House” concept in select resort markets in
      Central America, the Caribbean and elsewhere.





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 is a hospitality company which seeks to acquire subsidiary businesses
      which own, operate, develop, and redevelop boutique hotels in select resort
      markets in Central America and the Caribbean. The Company plans to acquire
      operating subsidiaries which own and operate all-inclusive boutique hotels
      that
      cater to the adventure and lifestyle traveler.





Revenues





The
      Company anticipates that its revenues will be derived from the operating
      results of subsidiary companies. Subsidiary 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 owned and operated by subsidiary
      companies.  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 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 to seven 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.





**Our
      Growth Strategy**





We
      intend
      to grow through the replication of our model on an individualized but consistent
      basis across a growing boutique hotel portfolio and by leveraging our brand
      for
      expansion in planned and new markets.





We
      have
      recently enhanced our management team through new hires with a focus towards
      growth and acquisitions. We believe that our current management team and
      operating infrastructure will provide us with the ability to successfully
      integrate assets into a portfolio as we grow and expand.





We
      believe that the proceeds from our planned equity offering, and the development
      of a robust public market for our common stock, will provide us with the
      financial flexibility to capitalize on our growth opportunities.





·
            *Target
                Markets.*****We intend to base our decisions to
                enter new markets on a number of criteria, with a focus on markets
                that
                attract affluent travelers over the age of 21, who value a distinctive
                and
                sophisticated atmosphere and outstanding service. We will seek to
                grow
                in markets with multiple demand
                drivers.





·
            *Brand.*
                We believe that our “Beach House” concept has considerable
                development potential.





·
            *Flexible
                Business Model.* We intend to be flexible with respect to 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.





**Employees**





As
      at the
      date of this report, the Company had 5 employees of which 4 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.





**GovernmentRegulation**





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 three months ended September 30, 2007 and September 30,
      2006.*





**Revenues**–
We
      have not had any revenues since
      inception.





**Expenses**–For
      the three months ended September 30,
      2007, total expenses were $18,230. Expenses in the period consisted of
      professional fees in the amount of $14,405 and computer supplies in the amount
      of $3,825.  Of the $14,405 in professional fees $10,000 was paid with
      the issuance of 10,000,000 common shares of the Company’s stock.  For
      the three months ended September 30, 2006, the Company had no
      operations.





**Net
      loss**– Net loss for the three months ended
      September 30, 2007 was $18,230.  During the three month period ended
      September 30, 2006 the Company had no operations.  We have not
      recorded any income tax benefits related to the operating loss generated during
      the three month period ended September 30, 2007.





**Net
      loss per share**– For the three months ended
      September 30, 2007, net loss per share was $0.0019.  For the period,
      per share loss was computed based on 9,559,852 weighted average common shares
      outstanding.  The Company’s had no operations during the three month
      period ended September 30, 2006 and therefore, did not have net operating
      results to calculate earnings or loss per common shares.





**Liquidity
      and Capital Resources**





As
      of
      September 30, 2007, we had cash of $665 and no other assets.





Our
      current liabilities were $8,705 as of September 30, 2007, 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
      September 30, 2007.





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. The Company plans a public offering,
      by
      means of registration statement on Form SB-2, of up to 4,000,000 shares of
      its
      common stock at an offering price of $1.50 per share. The Company believes
      that
      the financing proceeds would be sufficient to fund operations for the next
      12
      months. However, there can be no assurance we will successfully conclude the
      expected 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.





**Our
      Plan for the Next 12 Months.**During the next
      twelve months, we plan on concentrating our efforts in the following four
      areas:





1.        **Financing.**
                The Company plans to offer 4,000,000 shares of its common stock at
                an
                offering price of $1.50 per share. The Company plans to complete
                the
                offering, with maximum proceeds of $6,000,000 million, on or before
                October 31, 2008.





2.        **Hotel
                Development.** The Company plans to develop, redevelop or acquire
                an all-inclusive, boutique hotel in Central America within the next
                12
                months.





3**.********Marketing.**
                The Company plans to establish a dedicated sales force trained to
                sell the
                experience associated with its 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.





4.        **Acquisitions.**
                The Company will continually seek opportunities within the hospitality
                industry for the acquisition, development or redevelopment of hotel
                properties within its target
                markets.





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 have no
      off-balance sheet arrangements





**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 September 30, 2007. 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 September
      30,
      2007, 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.**
            **UnregisteredSales
                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 Exhibit**31.1
            
            Certification
                of Chief Executive Officer pursuant to
                Section 906 of the Sarbanes-Oxley
                Act of 2002.*31.2
            
            Certification
                of Chief Financial Officer pursuant to
                Section 906 of the Sarbanes-Oxley
                Act of 2002.*32.1
            
            Certificate
                of Chief Executive Officer pursuant to 18
                U.S.C.1350, as created by Section 302 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 302 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.October
                  19, 2007
                /s/
                  CLIFFE R. BODDEN
                Cliffe
                  R. Bodden*President
                  and Chief Executive
                  Officer*October
                  19, 2007
                /s/
                  JACK E. OWENS*Chief
                Financial Officer*