UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549





---





FORM
10-K/A

Amendment No. 2



---





|[X]                                                                | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE    
|------------------------------------------------------------------ | --------------------------------------------------------------------------------
|                                                                   | ACT
    OF 1934                                                                 
|For the fiscal
    year ended: September 30, 2012                 
|                                                                  
|Or                                                                
|                                                                   |                                                                                 
|[  ]                                                               | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|                                                                   | ACT
    OF 1934                                                                 
|For the transition
    period from: _____________ to _____________



Commission
file number 333-113296



---



SILVERSTAR
MINING CORP.

(Exact
name of registrant as specified in its charter)



|Nevada                                |  | 98-0425627             
|------------------------------------- |  | -----------------------
|(State
    or other jurisdiction      |  | (I.R.S.
    Employer   
|of
    incorporation or organization) |  | Identification
    No.)



|Harborside
    Financial Center, 2500 Plaza 5, Jersey City, NJ 07311
|--------------------------------------------------------------------
|(Address
    of principal executive offices) (Zip Code)             
|                                                                    
|(201)633-4716                                                       
|(Registrant’s
    telephone number, including area code)            



N/A

(Former
name or former address, if changed since last report)



---



|Securities
    registered pursuant to Section 12(b) of the Act:
|---------------------------------------------------------------
|                                                               
|Title
    of each class                                        
|Not Applicable                                                 
|                                                               
|Securities
    registered pursuant to Section 12(g) of the Act:
|                                                               
|None                                                           
|                                                               



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[  ] Yes	
[X] No



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

[  ] Yes	
[X] No



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was

required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes	
[  ] No



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such files).

[X] Yes	[  ]
No



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information

statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.                             [X]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.



| | Large
    accelerated filer | [  ] |  | Accelerated
    filer         | [  ] | 
| | --------------------------- | ---- |  | ----------------------------- | ---- | 
| | Non-accelerated
    filer   | [  ] |  | Smaller reporting
    company | [X]  | 





Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).            
[  ] Yes   [X] No



The
aggregate market value of the Registrant’s Common Stock held by non-affiliates of the Registrant (based upon the closing
price of the Registrant’s Common Stock as of September 30, 2012 was approximately $60,590 (based on 30,295 shares of common
stock outstanding held by non-affiliates on such date, $2.00 per share).  Shares of the Registrant’s Common Stock held
by each executive officer and director and by each entity or person that, to the Registrant’s knowledge, owned 5% or more
of the Registrant’s outstanding Common Stock as of September 30, 2012 have been excluded in that such persons may be deemed
to be affiliates of the Registrant.  This determination of affiliate status is not necessarily a conclusive determination
for other purposes.



The
number of outstanding shares of Registrant’s Common Stock, $0.001 par value, was169,179shares
as of September 30, 2012.





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:



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

a
court.

[  ] Yes  
[  ] No





DOCUMENTS
INCORPORATED BY REFERENCE



List
hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3)
Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.



None.


















EXPLANATORY NOTE



Silverstar
Mining Corp. is filing this Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended September 30, 2012, as
filed with the U.S. Securities and Exchange Commission on April 9, 2013. This Amendment No. 2 is being filed to submit the exhibits.
There has been no change to the Company’s financial Statements.



This
Amendment No. 2 does not reflect events that have occurred after the filing of the Annual Report.



Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Amendment No. 2, the certifications pursuant to
Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished respectively, as exhibits to the original filing,
have been amended and refiled as of the date of this Amendment No. 2 and are included Exhibits 31.1, 31.2, 32.1 and 32.2 hereto.



This
Amendment No. 2 should be read in conjunction with the original filing of our Annual Report for the period ended September 30,
2012 and our other filings made with the Securities and Exchange Commission.













Forward-Looking
Statements



We
caution that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995)
contained in this Annual Report on Form 10-k or made by our management involve risks and uncertainties and are subject to change
based on various important factors, many of which may be beyond our control. Accordingly, our future performance and financial
results may differ materially from those expressed or implied in any such forward-looking statements. Accordingly, investors should
not place undue reliance on forward-looking statements as a prediction of actual results. You can identify these statements as
those that may predict, forecast, indicate or imply future results, performance or advancements and by forward-looking words such
as “believe,” “anticipate,” “expect,” “estimate,” “predict,” “intend,”
“plan,” “project,” “will,” “will be,” “will continue,” “will
result,” “could,” “may,” “might” or any variations of such words or other words
with similar meanings. Forward-looking statements address, among other things, our expectations, our growth strategies, our plans
to acquire additional wind farms, commence development of the wind farms, our actions, plans or strategies. We are including this
cautionary statement in this report to make applicable and take advantage of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf, of us.



The
following factors, among others, in some cases have affected and in the future could affect our financial performance and actual
results and could cause actual results for fiscal 2012 and beyond to differ materially from those expressed or implied in any
forward-looking statements included in this report or otherwise made by our management: Actions by our competitors; our inability
to manage our growth, borrowing costs, the regulatory environment and the loss of our key executives could materially adversely
impact operations.



In
addition, new risk factors can arise, and it is not possible for management to predict all such risk factors, nor to assess the
impact of all such risk factors on our business or the extent to which any individual risk factor, or combination of factors,
may cause results to differ materially from those contained in any forward-looking statement. We do not assume any obligation
and do not intend to update any forward-looking statements except as may be required by securities laws.



2







TABLE
OF CONTENTS



|         |  |                                                                                                     |  | Page
|-------- |  | --------------------------------------------------------------------------------------------------- |  | ----
|         |  | PART I.                                                                                             |  |     
|         |  |                                                                                                     |  |     
|Item 1.  |  | Business                                                                                            |  | 4   
|Item 1A. |  | Risk Factors                                                                                        |  | 11  
|Item 2.  |  | Properties                                                                                          |  | 18  
|Item 3.  |  | Legal Proceedings                                                                                   |  | 18  
|Item 4.  |  | Submission
    of Matters to a Vote of Security Holders                                             |  | 18  
|         |  |                                                                                                     |  |     
|         |  | PART II                                                                                             |  |     
|         |  |                                                                                                     |  |     
|Item 5.  |  | Market for
    Common Equity Related Stockholder Matters and Issuer  Purchases of Equity Securities |  | 19  
|Item 6.  |  | Selected
    Financial Data                                                                         |  | 20  
|Item 7.  |  | Management’s
    Discussion and Analysis of Financial Condition and Results of Operation            |  | 20  
|Item 7A. |  | Quantitative
    and Qualitative Disclosure About Market Risk                                       |  | 21  
|Item 8.  |  | Financial
    Statement and Supplemental Data                                                       |  | 21  
|Item 9.  |  | Changes
    in and Disagreements with Accountants on Accounting and  Financial Disclosure           |  | 24  
|Item 9A  |  | Controls
    and Procedures                                                                         |  | 24  
|Item 9B. |  | Other Information                                                                                   |  | 24  
|         |  |                                                                                                     |  |     
|         |  | PART III                                                                                            |  |     
|         |  |                                                                                                     |  |     
|Item 10. |  | Directors,
    Executive Officers and Corporate Governance                                          |  | 24  
|Item 11. |  | Executive
    Compensation                                                                          |  | 26  
|Item 12. |  | Security
    Ownership of Certain Beneficial Owners and Management  and Related Stockholder Matters |  | 27  
|Item 13. |  | Certain
    Relationships and Related Transactions, and Director Independence                       |  | 28  
|Item 14. |  | Principal
    Accounting Fees and Services                                                          |  | 28  
|         |  |                                                                                                     |  |     
|         |  | PART IV.                                                                                            |  |     
|         |  |                                                                                                     |  |     
|Item 15. |  | Exhibits,
    Financial Statement Schedule                                                          |  | 29  



3









Item
1. Description of Business.



Background:



Corporate
History:



We
were incorporated under the laws of the State of Nevada on December 5, 2003 under the name “Computer Maid, Inc.”.
On February 13, 2006, we changed our name from “Computer Maid, Inc.” to “Rose Explorations Inc.”. We are
a developmental stage company. We have not earned any revenues from operations.



In
February 2006, we acquired the Rose Prospect Lode Mining Claim in Clark County Nevada and in June 2006, we staked the Rose Prospect
II Lode Mining Claim adjacent to the west of the Rose Lode Claim to cover other indicated mineralized zones observed in that area.
From February 2006, we have been an exploration stage company engaged in the exploration of mineral properties.



On
March 4, 2008, we completed a merger with our subsidiary, Silverstar Mining Corp., a Nevada corporation. As a result, we have
changed our name from “Rose Explorations Inc.” to “Silverstar Mining Corp.” We changed the name of our
company to better reflect the direction and business of our company.



In
addition, on March 4, 2008 we effected a three (3) for one (1) forward stock split of our authorized, issued and outstanding common
stock. As a result, our authorized capital has increased from 75,000,000 shares of common stock with a par value of $0.001 to
225,000,000 shares of common stock with a par value of $0.001.



On
March 31, 2008, we entered into a joint venture agreement with New Jersey Mining Co. to acquire a 50% interest in the Silver Strand
silver mine located in the Coeur d’Alene Mining District.



On
June 13, 2008, we entered into a share exchange agreement with Silverdale Mining Corp., a Nevada corporation, and the shareholders
of Silverdale Mining Corp. The closing of the transactions contemplated in the share exchange agreement and the acquisition of
all of the issued and outstanding common stock in the capital of Silverdale Mining Corp. occurred on July 24, 2008. In accordance
with the closing of the share exchange agreement, we issued 4,334,000 shares of our common stock to the former shareholders of
Silverdale Mining Corp. in exchange for the acquisition, by our company, of all of the 4,334,000 issued and outstanding shares
of Silverdale Mining Corp.



On
September 2, 2008, we entered into a letter of intent with Gold Canyon Partners, LLP pursuant to which we have agreed to purchase
a 100% interest in a mining property commonly known as the Cobalt Canyon Gold Project, in the Chief District, located in Lincoln
County, Nevada.



On
October 10, 2009, we closed a private placement consisting of 950,000 shares of our common stock at a price of $0.25 per share
for aggregate gross proceeds of $237,500. We issued 570,000 shares to 6 non-US persons pursuant to an offshore transaction relying
on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended. We issued 380,000 shares to 3 US persons pursuant
to the exemption from registration provided for under Rule 506 of Regulation D, promulgated under the United States Securities
Act of 1933, as amended.



On
April 13, 2011 we incorporated a wholly owned subsidiary, Silverstar Mining (Canada) Inc., under the laws of the country of Canada.
The subsidiary was incorporated for the purpose to promote and carry on any lawful business for which a corporation may be incorporated
under the laws of the country of Canada. The subsidiary’s main purpose is to hold title to mineral property rights situated
in Canada as the laws of that country require that only local entities can hold title to mineral property rights situated within
its borders.



Effective
September 26, 2011 we reverse split our common stock on a 1,000:1 basis. As a result of the foregoing, we reduced the number of
authorized shares of our common stock from 225,000,000 to 225,000.



On
November 29, 2011 the Company’s Board of Directors approved the sale of 125,000 units of the Company’s securities
to Larry Frick. The Units were offered at a price of $0.40 per unit for a total investment of $50,000. Each unit consisted of
one share of common stock and one common stock purchase warrant. The warrants are exercisable at $0.70 per share. The warrant
term is two years. The warrant(s) cannot be exercised for a period of six months following the date of issuance. As a result of
this transaction, Larry Frick became our principal shareholder.



4







On
15 February 2012 the Company’s Board of directors approved an increase in authorized capital stock, with the consent of
the majority of its shareholders, from 225,000 post reverse split common shares with a par value of $0.001 to 225,000,000 post
reverse split common shares with a par value of $0.001.



Subsequent
Events:



On
December 27th, 2012, the Company entered into a definitive agreement to acquire certain assets of Ariba Resources Inc, a company
incorporated under the federal laws of Canada, and its shareholders. The Transaction is to be consummated within the first quarter
of 2013.



Our
Operations:



On
May 16, 2011, we acquired mining claims in British Columbia, Canada. In order to assist you in understanding of our current and
planned operations we are providing you with the following information:



Metric
Conversion Table



For
ease of reference, the following conversion factors are provided:



CONVERSION
FACTORS AND ABBREVIATIONS



For
ease of reference, the following conversion factors are provided:



|1
    acre                    |  | =
    0.4047 hectare          |  | 1
    mile         |  | =
    1.6093 kilometers             
|----------------------------- |  | ----------------------------- |  | ------------------ |  | ------------------------------------
|1 foot                        |  | = 0.3048 meter                |  | 1 troy ounce       |  | = 31.1035 grams                     
|1 gram per
    metric tonne   |  | = 0.0292 troy ounce/short ton |  | 1 square mile      |  | = 2.59 square
    kilometers        
|1 short ton
    (2000 pounds) |  | = 0.9072 tonne                |  | 1 square kilometer |  | = 100 hectares                      
|1 tonne                       |  | = 1,000 kg
    or 2,204.6 lbs |  | 1 kilogram         |  | = 2.204
    pounds or 32.151 troy oz
|1 hectare                     |  | = 10,000 square
    meters    |  | 1 hectare          |  | = 2.471 acres                       



The
following abbreviations may be used herein:



|Au  |  | = gold              |  | m2     |  | = square meter              
|--- |  | ------------------- |  | ------ |  | ----------------------------
|G   |  | = gram              |  | m3     |  | = cubic meter               
|g/t |  | = grams per tonne   |  | Mg     |  | = milligram                 
|Ha  |  | = hectare           |  | mg/m3  |  | = milligrams per cubic meter
|Km  |  | = kilometer         |  | T or t |  | = tonne                     
|Km2 |  | = square kilometers |  | Oz     |  | = troy ounce                
|Kg  |  | = kilogram          |  | Ppb    |  | = parts per billion         
|M   |  | = meter             |  | Ma     |  | = million years             



Note:
All units in this report are stated in metric measurements unless otherwise noted.



5









GLOSSARY
OF MINING TERMS



The following
mining terms are used throughout this registration statement.



|SEC Industry
    Guide 7 Definitions
|------------------------------------
|                                    
|exploration
    stage               
|                                    
|development
    stage               
|                                    
|mineralized
    material3           
|                                    
|probable
    reserve                
|                                    
|production
    stage                
|                                    
|proven reserve                      
|                                    
|Reserve                             





---





| | 1 | For
                                                                                                                             Industry
                                                                                                                             Guide
                                                                                                                             7
                                                                                                                             purposes
                                                                                                                             this
                                                                                                                             study
                                                                                                                             must
                                                                                                                             include
                                                                                                                             adequate
                                                                                                                             information
                                                                                                                             on
                                                                                                                             mining,
                                                                                                                             processing,
                                                                                                                             metallurgical,
                                                                                                                             economic,
                                                                                                                             and
                                                                                                                             other
                                                                                                                             relevant
                                                                                                                             factors
                                                                                                                             that
                                                                                                                             demonstrate,
                                                                                                                             at
                                                                                                                             the
                                                                                                                             time
                                                                                                                             of
                                                                                                                             reporting,
                                                                                                                             that
                                                                                                                             economic
                                                                                                                             extraction
                                                                                                                             is
                                                                                                                             justified.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



6









Additional
Definitions



alteration
–any change in the mineral composition of a rock brought about by physical or chemical means



assay– a measure of the valuable mineral content



diamond
drilling – rotary drilling using diamond-set or diamond-impregnated bits, to produce a solid continuous core of rock
sample



dip– the angle that a structural surface, a bedding or fault plane, makes with the horizontal, measured perpendicular to
the strike of the structure



disseminated– where minerals occur as scattered particles in the rock



fault– a surface or zone of rock fracture along which there has been displacement



feasibility
study – a comprehensive study of a mineral deposit in which all geological, engineering, legal, operating, economic,
social, environmental and other relevant factors are considered in sufficient detail that it could reasonably serve as the basis
for a final decision by a financial institution to finance the development of the deposit for mineral production



formation– a distinct layer of sedimentary rock of similar composition



geochemistry– the study of the distribution and amounts of the chemical elements in minerals, ores, rocks, solids, water, and the
atmosphere



geophysics– the study of the mechanical, electrical and magnetic properties of the earth’s crust



geophysical
surveys –a survey method used primarily in the mining industry as an exploration tool, applying the methods of physics
and engineering to the earth’s surface



geotechnical
–the study of ground stability



grade
–quantity of metal per unit weight of host rock



heap
leach – a mineral processing method involving the crushing and stacking of an ore on an impermeable liner upon which
solutions are sprayed to dissolve metals i.e. gold, copper etc.; the solutions containing the metals are then collected and treated
to recover the metals



host
rock – the rock in which a mineral or an ore body may be contained



in-situ– in its natural position



lithology– the character of the rock described in terms of its structure, color, mineral composition, grain size and arrangement
of tits component parts, all those visible features that in the aggregate impart individuality to the rock



mapped
or geological mapping – the recording of geologic information including rock units and the occurrence of structural
features, and mineral deposits on maps



mineral– a naturally occurring inorganic crystalline material having a definite chemical composition



mineralization– a natural accumulation or concentration in rocks or soil of one or more potentially economic minerals, also the process
by which minerals are introduced or concentrated in a rock



7









National
Instrument 43-101 or NI 43-101 – standards of disclosure for mineral projects prescribed by the Canadian Securities
Administrators



outcrop– that part of a geologic formation or structure that appears at the surface of the earth



open
pit or open cut – surface mining in which the ore is extracted from a pit or quarry, the geometry of the pit may vary
with the characteristics of the ore body



ore– mineral bearing rock that can be mined and treated profitably under current or immediately foreseeable economic conditions



ore
body– a mostly solid and fairly continuous mass of mineralization estimated to be economically mineable



ore
grade– the average weight of the valuable metal or mineral contained in a specific weight of ore i.e. grams per tonne
of ore



oxide– gold bearing ore which results from the oxidation of near surface sulfide ore



preliminary
assessment – a study that includes an economic analysis of the potential viability of Mineral Resources taken at an
early stage of the project prior to the completion of a preliminary feasibility study



QA/QC– Quality Assurance/Quality Control is the process of controlling and assuring data quality for assays and other exploration
and mining data



quartz– a mineral composed of silicon dioxide, SiO2 (silica)



RC
(reverse circulation) drilling –a drilling method using a tri-cone bit, during which rock cuttings are pushed from
the bottom of the drill hole to the surface through an outer tube, by liquid and/or air pressure moving through an inner tube.



rock– indurated naturally occurring mineral matter of various compositions



sampling
and analytical variance/precision –an estimate of the total error induced by sampling, sample preparation and analysis



sediment– particles transported by water, wind or ice



sedimentary
rock – rock formed at the earth’s surface from solid particles, whether mineral or organic, which have been moved
from their position of origin and re-deposited



strike– the direction or trend that a structural surface, e.g. a bedding or fault plane, takes as it intersects the horizontal



strip– to remove overburden in order to expose ore



sulfide
–a mineral including sulfur (S) and iron (Fe) as well as other elements; metallic sulfur-bearing mineral often
associated with gold mineralization



We
are currently engages in the exploration and development of properties in the Caribou Mining District in east-central British
Columbia, Canada. On May 16, 2011 our recently formed, wholly owned subsidiary, Silverstar Mining Canada, Inc., (“SMCI”)
acquired three mining claims encompassing approximately 1,006 hectares in British Columbia, Canada. In consideration for the transfer
of the mining claims, we paid the transferor $10,000 and will issue the transferor two million shares of our common stock.



Property
Location



The
mineral claims are located in the Caribou Mining District in east-central British Columbia





8



















9







PROPERTY
LOCATION AND ACCESS



There
is a growing infrastructure in the region as more of its resources are being exploited by various sized peers and competitors
in the area.



The
SMCI mineral tenures are located within 65 km northeast of Quesnel, British Columbia, in an area that in part has been logged
and re-planted. Access is by forestry road to the vicinity of the Willow River: the tenures lie both east and west of that river.
The bridge across Willow River is located approximately 1250 metres upstream from the south boundary and a logging branch road
follows the east side of Willow River. The total area is 1006 hectares.



We
have conducted feasibility studies on the mining claims and definitive results are still not available; however, contiguous and
other properties in the immediate vicinity indicate deposits of gold, silver and copper.



In
order to determine the commercial viability of the mining claims and commence operations, a team of professionals is to be assembled
to obtain further detail of potential yield. Independent consultants estimate that a work program should be done on its major
fault structure and could be implemented for up to $150,000. Initial work would be studying historical information on the area,
the trend line and sampling. The sampling analysis will direct management on subsequent investment of resources. The sampling
program can be achieved with a projected investment of $25,000 up to $75,000 depending on the success of early stage sampling
and the amount of samples ultimately taken and evaluated. A drilling program is estimated to cost roughly $500,000.



GEOLOGY:



Soils
present on the SMCI property are mostly residual soils developed over clay-rich glacial-fluvial deposits that were deposited in
the waning stages of Quaternary glaciations. Such deposits are inherently inhomogeneous and include materials that have been transported
en masseby glacier and stream movement, with periodic episodes of ice ponding during which fine rock flour and silt particles
accumulated in quiescent lakes and ponds. During and following de-glaciation, large water flows coupled with post-glacial elastic
crustal rebounding modified the landscape to create terrain that approximates that of today. Despite research and various terrain
studies, traditional geochemical survey methods have been mostly unsuccessful in relating geochemical analyses to mineral deposits.
Multimode interference (“MMI”) techniques, initially developed to help explore in areas of deep chemical weathering,
were modified to be applicable to many different soil types and have proven successful in recognizing metallic mineralization
beneath glacial gravels, sands, and lake clays, as well as wet and sandy organic rich soils. There are many fully licensed laboratories
that offer MMI analytical methods, including proprietary extractants specifically designed to treat a variety of multi-element
packages. The MMI extractant has the broadest application and is well suited to reconnaissance and early-stage sampling that can
be conducted on the SMCI property.



The
SMCI mining claims are on trend with one primary peer in the region, Barkerville Gold Mines, Ltd. In May 2010, Barkerville confirmed
disseminated gold mineralization at various depths up to 250 ft. There is further exploration planned at new deeper depths along
the same trend line (Bonanza Ledge). The discovery of this Bonanza Ledge has implication for future exploration and represents
a viable and previously unexplored target and promise for the region.



10







There
is no history of drilling on this land that we have identified. An immediate neighbor, Touchdown Resources has recently finished
a sampling program on their property contiguous to the Company’s property.







There
is active drilling in the vicinity from Barkerville Gold Mines, Ltd. (BGM.V). Barkerville, along with many other peers in the
area.



The
Silverstar claim is approximately 7 to 15 kilometers away from Barkerville. To the south of our property is Tiex, Inc. (TIX.V),
nearby is Hawthorne Gold Corp. (HGC.V), Rogers Gold Corp., Barker Minerals, Ltd. (BML.V), next to our property is Touchdown Resources
(TDW.V), and the west side of our property is currently occupied by Richfield Ventures Corp. (RCV.V).



RISK
FACTORS







Item
1(a)	Risk Factors



There
are numerous and varied risks, known and unknown, that may prevent us from achieving our goals.  If any of these risks
actually occur, out business, financial condition or results of operations may be materially adversely affected.  In
such case, the trading price of our common stock could decline and shareholders could lose all or part of their investment.



11







Risks
related to our business operations:



We
have not generated revenues from operations. We have a history of losses and losses are likely to continue in the future.



We
have incurred significant losses in the past and we will likely continue to incur losses in the future unless our drilling program
proves successful. Even if drilling program is successful, there can be no assurance that we will be able to commercially exploit
these resources, generate further revenues or generate sufficient revenues to operate profitably.



We
may not be able to generate revenue sufficient to maintain operations



We
have incurred significant losses since inception and there can be no assurance that we will be able to reverse this trend. Even
if we are able to successfully identify commercially exploitable gold and silver reserves, there is no assurance that we will
have sufficient financing to exploit these reserves, generate revenues or find a willing buyer for the properties.



Exploration
for economic deposits of gold and silver is speculative.



Our
business is very speculative since there is generally no way to recover any of the funds expended on exploration unless the existence
of commercially exploitable reserves are established and the Company can exploit those reserves by either commencing drilling
operations, selling or leasing its interest in the property, or entering into a joint venture with a larger e company that can
further develop the property. Unless we can establish and exploit reserves before our funds are exhausted, we will have to discontinue
operations, which could make our stock valueless.



The
gold and silver industry is highly competitive and the success and future growth of our business depend upon our ability to remain
competitive in identifying and developing properties with sufficient reserves for economic exploitation.



The
gold and silver industry is highly competitive and fragmented with limited barriers to entry, especially at the exploratory stages.
We compete in national, regional and local markets with large multi-national corporations and against start-up operators hoping
to identify an gold or silver property. Some of our competitors have significantly greater financial resources than we do. This
puts us at a competitive disadvantage if we choose to further exploit drilling opportunities.



Our
management has no experience in mining operations.



Our
current management has never been involved in the exploration or mining business. As such, there is substantial doubt whether
management has the expertise to effectively run our business and implement our business plan. As such, we will have to retain
additional officers or board members who have experience in the mining sector. Alternatively, we will have to rely on consultants
or other third party suppliers. Reliance on outside consultants will require the expenditure of significant sums of money which
we do not have. As such, the successful launch of an exploratory drilling program remains in doubt.



We
will require additional financing to continue our operations.



We
will require significant working capital to undertake our exploration program. There can be no assurance that we will be able
to secure additional funding to meet our objectives or if we are able to identify funding sources, that the funding will be available
on terms acceptable to the Company. Should this occur, we will have to significantly reduce our drilling and mining programs.



We
may not identify proven reserves to develop any of our properties  and our estimates may be inaccurate.



There
is no certainty that any expenditures made in our exploration program will result in discoveries of commercially recoverable quantities
of gold or silver. Most exploration projects do not result in the discovery of commercially extractable deposits of gold or silver
and no assurance can be given that any particular level of recovery will in fact be realized or that any identified leasehold
interest will ever qualify as a commercially developed. Estimates of reserves, deposits and production costs can also be affected
by such factors as environmental regulations and requirements, weather, unexpected or unknown results when we re-enter a well,
environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions.
Material changes in estimated reserves, exploration and mining costs may affect the economic viability of any project.



12







We
have no proven reserves.



Our
leasehold interests are without known bodies (reserves) of commercial gold or silver. Development of these properties will follow
only upon obtaining satisfactory exploration results. The long-term profitability of the Company’s operations will be in
part directly related to the cost and success of its exploration and mining programs. Mining for gold and silver and other base
metals is a highly speculative businesses, involving a high degree of risk. Few properties which are explored are ultimately developed
into producing mines. There is no assurance that our exploration program will result in any discoveries of commercial quantities
of gold or silver. There is also no assurance that, even if commercial quantities of gold or silver are discovered, a mine can
be brought into commercial production. Production/discovery of gold and silver is dependent upon a number of factors, not the
least of which is the technical skill of the exploration personnel involved. The commercial viability of a mine is also dependent
upon a number of factors, many of which are beyond the Company’s control, such as worldwide economy, the price of gold and
silver, government regulations, including regulations relating to royalties, allowable production and environmental protection.



During
our operations we may experience certain unanticipated conditions may arise or unexpected or unusual events may occur, including
fires, floods, or earthquakes. It is not always possible to fully insure against such risks and we may decide not to take
out insurance against such risks as a result of high premiums or for other reasons. Should such liabilities arise, they may reduce
or eliminate any future profitability and may result in a decline in the value of the securities of the Company.



We
have no history as a company engaged in the mining business.



We
have no history of earnings or cash flow from mining activities. If we identify proven reserves and are able to proceed to production,
commercial viability will be affected by factors that are beyond our control such as the particular attributes of the deposit,
the fluctuation in the prices of gold and silver, the cost of construction and operating a mining operation, the availability
of economic sources for energy, government regulations including regulations relating to prices, royalties, restrictions on production,
quotas on exploration, as the costs of protection of the environment.



Our
estimates of resources are subject to uncertainty.



Estimates
of resources are subject to considerable uncertainty. Such estimates are arrived at using standard acceptable geological techniques,
and are based on the interpretations of geological data obtained from drill holes and other sampling techniques. Engineers use
feasibility studies to derive estimates of cash operating costs based on anticipated tonnage and grades of ore to be mined and
processed, the predicted configuration of the ore bodies, expected recovery rates of metal from ore, comparable facility and operating
costs and other factors. Actual cash operating costs and economic returns on projects may differ significantly from the original
estimates, primarily due to fluctuations in the current prices of metal commodities extracted from the deposits, changes in fuel
costs, labor rates, changes in permit requirements, and unforeseen variations in the characteristics of the ore body. Due to the
presence of these factors, there is no assurance that any geological reports will accurately reflect actual quantities of gold
or silver that can be economically processed and mined by us.



We
face many operating hazards.



The
development and operation of a mining property involves many risks, which even a combination of experience, knowledge and careful
evaluation may not be able to overcome. These risks include, among other things, ground fall, flooding, environmental hazards
and the discharge of toxic chemicals, explosions and other accidents. Such occurrences may result in work stoppages, delays in
production, increased production costs, damage to or destruction of mines and other producing facilities, injury or loss of life,
damage to property, environmental damage and possible legal liability for such damages.



13









We
will be subject to compliance with government regulation that may increase the anticipated cost of those operations.



There
are significant governmental regulations that materially restrict mineral property operations.  We may be required to
obtain work permits, post bonds and perform remediation work for any physical disturbance to the land, in order to comply with
these regulations. Permits and regulations will control all aspects of our exploration program. Examples of regulatory requirements
include:



| | (a) | Water
    discharge will have to meet drinking water standards;
| | --- | ---------------------------------------------------------------



| | (b) | Dust
    generation will have to be minimal or otherwise re-mediated;
| | --- | ---------------------------------------------------------------------



| | (c) | Dumping
    of material on the surface will have to be re-contoured and re-vegetated with natural vegetation;
| | --- | -------------------------------------------------------------------------------------------------------------



| | (d) | An
    assessment of all material to be left on the surface will need to be environmentally benign;
| | --- | ---------------------------------------------------------------------------------------------------



| | (e) | Ground
    water will have to be monitored for any potential contaminants;
| | --- | --------------------------------------------------------------------------



| | (f) | The
    socio-economic impact of our operation of the Property will have to be evaluated and, if deemed negative, will have to be
    re-mediated; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------



| | (g) | There
    may have to be an impact report of the work on the local fauna and flora, including a study of potentially endangered species.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------



We
do not maintain liability insurance.



We
do not maintain liability insurance. As such, if we are found liable for any action, whether intentional or unintentional, we
will be required to satisfy the liability with our own funds. Currently we have nominal assets and any monetary award would likely
result in the close of our operations. Even assuming a significant increase in our assets and we secure liability insurance, the
amount of the coverage may be insufficient to cover to insure against any award. Since the Company may not be able, or may elect
not to insure, this may result in a material adverse change in the Company’s financial position. The nature of these risks
is such that liabilities may exceed policy limits, in which event the Company would incur substantial uninsured losses.



We
face fluctuating gold and silver prices.



The
price of gold and silver has experienced significant price movements over short periods of time and is affected by numerous factors
beyond our control, including international economic and political trends, expectations of inflation, currency exchange fluctuations
(including, the U.S. dollar relative to other currencies) interest rates, global or regional consumption patterns, speculative
activities and increases in production due to improved exploration and production methods. The supply of and demand for gold and
silver are affected by various factors, including political events, economic conditions and production costs in major producing
regions.



Environmental
and Occupational Regulations will impact our operations.



We
are subject to various federal, provincial, and local international laws and regulations concerning occupational safety and health
as well as the discharge of materials into, and the protection of, the environment. Environmental laws and regulations relate
to, among other things:



|● | assessing
    the environmental impact of our exploration and mining activities;                                            
|- | ----------------------------------------------------------------------------------------------------------------------------
|● | the generation, storage,
    transportation and disposal of waste materials;                                                
|● | the emission of certain
    gases into the atmosphere;                                                                      
|● | the monitoring, abandonment,
    reclamation and remediation of our mining claims, including sites of former operations; and
|● | the development of emergency
    response and contingency plans.                                                            



The
costs of environmental protection and safety and health compliance are significant. Compliance with environmental, safety and
health initiatives can be costly. There is no assurance that we will be able to comply with these regulations. If we cannot comply
with these regulations, we will be forced to cease all operations in which case you will lose your entire investment. We cannot
predict with any reasonable degree of certainty our future exposure concerning such matters.



14







Public
policy, which includes laws, rules and regulations, can change



Our
operations are generally subject to federal and provincial rules and regulations. In addition, we are also subject to the laws
and regulations of local governments. Pursuant to public policy changes, numerous government departments and agencies have issued
extensive rules and regulations binding on the mining industry and its individual members, some of which carry substantial penalties
for failure to comply. Changes in such public policy have affected, and at times in the future could affect, our operations. Political
developments can restrict production levels, enact price controls, change environmental protection requirements, and increase
taxes, royalties and other amounts payable to governments or governmental agencies. Existing laws and regulations can also require
us to incur substantial costs to maintain regulatory compliance. Our operating and other compliance costs could increase further
if existing laws and regulations are revised or reinterpreted or if new laws and regulations become applicable to our operations.
Although we are unable to predict changes to existing laws and regulations, such changes could significantly impact our profitability,
financial condition and liquidity, particularly changes related to hydraulic fracturing, income taxes and climate change as discussed
below.



Drilling
operations are hazardous, raise environmental concerns and raise insurance risks.



Drilling
operations are by their nature subject to a variety of risks, such as, flooding, environmental hazards, the discharge of toxic
chemicals and other hazards. Such occurrences may delay development or production, increase production costs or result in a liability.
We may not be able to insure fully or at all against such risks, due to political or other reasons, or we may decide not to take
out insurance against such risks as a result of high premiums or other reasons. We intend to conduct our business in a way that
safeguards public health and the environment and in compliance with applicable laws and regulations. Environmental hazards may
exist on properties in which we hold an interest which are unknown to us and may have been caused by prior owners. Changes to
drilling and mining laws and regulations could require additional capital expenditures and increase operating and/or reclamation
costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory
requirements could render certain operations uneconomic.



If
we are unable to obtain all of our required governmental permits, our operations could be negatively impacted.



Our
future operations, including exploration and development activities, required permits from various governmental authorities. Such
operations are and will be governed by laws and regulations governing prospecting, development, production, exports, taxes, labor
standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters.
There can be no assurance that we will be able to acquire all required licenses or permits or to maintain continued operations
at our properties.



We
are subject to numerous environmental and other regulatory requirements.



All
phases of drilling and exploration operations are subject to governmental regulation including environmental regulation. Environmental
legislation is becoming stricter, with increased fines and penalties for non-compliance, more stringent environmental assessments
of proposed projects and heightened responsibility for companies and their officers, directors and employees. There can be no
assurance that possible future changes in environmental regulation will not adversely affect our operations. As well, environmental
hazards may exist on a property in which  we hold an interest that was  caused by previous or existing owners
or operators of the properties and of which the Company is not aware at present.



Government
approvals and permits are required to be maintained in connection with our drilling and exploration activities. We will require
permits for our operations and there is no assurance that delays will not occur in connection with obtaining all necessary renewals
of such permits for the existing operations or additional permits for any possible future changes to the Company’s operations,
including any proposed capital improvement programs. Failure to comply with applicable laws, regulations and permitting requirements
may result in enforcement actions there under, including orders issued by regulatory or judicial authorities causing operations
to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment,
or remedial actions. Parties engaged in drilling operations may be required to compensate those suffering loss or damage by reason
of our activities and may be liable for civil or criminal fines or penalties imposed for violations of applicable laws or regulations.
Amendments to current laws, regulations and permitting requirements, or more stringent application of existing laws, may have
a material adverse impact on the Company resulting in increased capital expenditures or production costs, reduced levels of production
at producing properties or abandonment or delays in development of properties.



15







There
is no assurance that there will not be title or boundary disputes.



Although
we have investigated the right to explore and exploit our properties and obtained records from government offices, this should
not be construed as a guarantee of title. Other parties may dispute the title to any of our properties or that any property may
be subject to prior unregistered agreements and transfers. The title may be affected by undetected encumbrances or defects or
governmental actions. Should this occur, we face significant delays, costs and the possible loss of any investments or commitment
of capital.



Local
infrastructure may impact our exploration activities and results of operations.



Our
activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges and power and water supplies
are important determinants that affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage or government
or other interference in the maintenance or provision of such infrastructure could adversely affect the activities and profitability
of the Company.



Because
of the speculative nature of exploring and/or mining for gold and silver, there is significant risks that our business will fail.



Gold
and silver exploration is extremely risky. We cannot provide any assurances that our activities will result in commercially exploitable
reserves of gold and silver. Exploration for gold and silver is a speculative venture necessarily involving substantial risk.
Any expenditure that we make may not result in the discovery of commercially exploitable reserves.



The
market for gold and silver is volatile. This will have a direct impact on the Company’s revenues (if any) and profits (if
any) and will probably have an adverse affect on our ongoing operations.



The
price of both gold and silver has fluctuated significantly over the past few years. This has contributed to the renewed interest
in gold and silver exploration. However, in the event that the price of either gold or silver falls, the interest in exploratory
ventures may decline and the value of the Company’s business could be adversely affected.



We
are in competition with companies that are larger, more established and better capitalized than we are.



Many
of our potential competitors have:



| | ● | greater
    financial and technical resources;
| | - | ----------------------------------------------



| | ● | longer
                                                                            operating histories and greater experience in gold
                                                                            and silver
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We
may be exposed to potential risks relating to our internal control over financial reporting and our ability to have those controls
remediated timely.



Pursuant
to rules of the Securities and Exchange Commission (the “SEC”) implemented pursuant to Section 404 of the Sarbanes-Oxley
Act, the independent registered public accounting firm auditing a public company’s financial statements must attest to and
report on the operating effectiveness of that public company’s internal control over financial reporting.



Pursuant
to Section 404 of the Sarbanes-Oxley Act, as amended by SEC Release 33-8934 on June 26, 2008, we are required to include in our
annual reports our assessment of the effectiveness of our internal control over financial reporting as of the end of our fiscal
years.  Furthermore, our independent registered public accounting firm will be required to report separately on whether
it believes that we have maintained, in all material respects, effective internal control over financial reporting.  We
have not yet completed any assessment of the effectiveness of our internal control over financial reporting.  We expect
to incur additional expenses and diversion of our management’s time as a result of performing the system and process evaluation,
testing and remediation required in order to comply with our management certification and auditor attestation requirements.



In
the event we identify control deficiencies that we cannot remedy in a timely manner, or if we are unable to receive an unqualified
attestation report from our independent registered public accounting firm with respect to our internal control over financial
reporting, investors and others may lose confidence in the reliability of our financial statements, and the trading price of our
common stock, if a market ever develops, and our ability to obtain any necessary financing could suffer.



16







Our
officers have no experience in managing a public company.



Our
officers have no previous experience in managing a public company, and we do not have any employees to segregate responsibilities
and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees.  During
the course of our operations, we may identify other deficiencies that we may not be able to remedy in time to satisfy the requirements
imposed by the Sarbanes-Oxley Act for compliance with that Section 404.  In addition, if we fail to achieve and maintain
the adequacy of our internal controls, as such requirements are modified, supplemented or amended from time to time, we may not
be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in
accordance with Section 404 of the Sarbanes-Oxley Act.  Moreover, effective internal controls, particularly those related
to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial
fraud.  If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be
harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a
market for our common stock develops, could drop significantly.



Our
officers do not have employment agreements with us and could cease working for us at any time, causing us to cease our operations.



Our
officers do not have employment agreements (written or verbal) with us.  In the absence of such employment agreements
with restrictive covenants on the part of our officers, our officers could leave us at any time or commence working for a competitive
business.  Furthermore, applicable law under which we operate may cast substantial doubt on the enforceability of any
restrictive covenants that we may obtain from our officers in the future.  Accordingly, the continued services of our
officers cannot be assured.  If our officers were to cease working for us, we may have to cease operations.



Risks
Related to Our Common Stock



The
following risks are currently applicable to Paramount and will remain applicable to the combined company upon completion of the
Transaction.



Our
stock price may be volatile.



The
market price of our common stock has been volatile. We believe investors should expect continued volatility in our stock price.
Such volatility may make it difficult or impossible for you to obtain a favorable selling price for our shares.



We
have a large number of authorized but unissued shares of our common stock.



We
have a large number of authorized but unissued shares of common stock, which our management may issue without further stockholder
approval, thereby causing dilution of your holdings of our common stock. Our management will continue to have broad discretion
to issue shares of our common stock in a range of transactions, including capital-raising transactions, mergers, acquisitions
and in other transactions, without obtaining stockholder approval, unless stockholder approval is required. If our management
determines to issue shares of our common  stock from the large pool of authorized but unissued shares for any purpose
in the future, your ownership position would be diluted without your further ability to vote on that transaction.





Shares
of our common stock may continue to be subject to price volatility and illiquidity because our shares may continue to be thinly
traded and may never become eligible for trading on a national securities exchange.



While
we may at some point be able to meet the requirements necessary for our common stock to be listed on a national securities exchange,
we cannot assure you that we will ever achieve a listing of our common stock on a national securities exchange. Our shares are
currently only eligible for quotation on the Over-The-Counter Bulletin Board, which is not an exchange. Initial listing on a national
securities exchange is subject to a variety of requirements, including minimum trading price and minimum public “float”
requirements, and could also be affected by the general skepticism of such markets concerning companies that are the result of
mergers with inactive publicly-held companies. There are also continuing eligibility requirements for companies listed on public
trading markets. If we are unable to satisfy the initial or continuing eligibility requirements of any such market, then our stock
may not be listed or could be delisted. This could result in a lower trading price for our common stock and may limit your ability
to sell your shares, any of which could result in you losing some or all of your investments.



17







The
market valuation of our business may fluctuate due to factors beyond our control and the value of your investment may fluctuate
correspondingly.



The
market valuation of emerging growth companies, such as us, frequently fluctuate due to factors unrelated to the past or present
operating performance of such companies.  Our market valuation may fluctuate significantly in response to a number of
factors, many of which are beyond our control, including:



|● | changes
    in securities analysts’ estimates of our financial performance, although there are currently no analysts covering our
    stock;                             
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | fluctuations
    in stock market prices and volumes, particularly among securities of emerging growth companies;                                                         
|● | changes
    in market valuations of similar companies;                                                                                                                   
|● | announcements
    by us or our competitors of significant contracts, new technologies, acquisitions, commercial relationships, joint ventures
    or capital commitments;
|● | variations
    in our quarterly operating results;                                                                                                                       
|● | fluctuations
    in related commodities prices; and                                                                                                                      
|● | additions
    or departures of key personnel.                                                                                                                            



As
a result, the value of your investment in us may fluctuate.



Investors
should not look to dividends as a source of income.



In
the interest of reinvesting initial profits back into our business, we do not intend to pay cash dividends in the foreseeable
future. Consequently, any economic return will initially be derived, if at all, from appreciation in the fair market value of
our stock, and not as a result of dividend payments.



Our
common stock may be subject to penny stock regulations which may make it difficult for investors to sell their stock.



The
Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in
“penny stocks”. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information
with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document
prepared by the Commission, which specifies information about penny stocks and the nature and significance of risks of the penny
stock market. The broker-dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation
of the broker-dealer and salesperson in the transaction, and monthly account statements indicating the market value of each penny
stock held in the customer’s account. In addition, the penny stock rules require that, prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure
requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to
the penny stock rules. If our common stock becomes subject to the penny stock rules, holders of our shares may have difficulty
selling those shares.



Item
2. Properties.



Our
executive offices are located at Harborside Financial Centre, 2500 Plaza 5, Jersey City, NJ 07311 and we rent 147 square
feet for $249 monthly. This office space is currently sufficient for our need.



Item 3.
Legal Proceedings



None.



Item
4. Submission of Matters to a Vote of the Security Holders.



None.



18







PART
II



| |  | 
| |  | 

Item
5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.



|A. |  | Market
                                                                                                                                                          Information
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our
shares of common stock are currently trading on the Over the Counter Market under the Symbol “SLVM”. Our shares of
common stock were initially approved for quotation on the OTC Bulletin Board on October 18, 2007 under the name “Rose Explorations
Inc.” under the symbol, “ROEX”. On March 4, 2008, we changed our name to “Silverstar Mining Corp.”
upon completion of our merger with our wholly owned subsidiary, “Silverstar Mining Corp.” and our trading symbol was
changed to our current trading symbol, “SLVM”.



The
high and low bid price for those periods in which quotes are available is set forth below:



|Fiscal year ended September 30, 2012 |  |   | HIGH*  |  |  |   | LOW*    | 
|------------------------------------ |  | - | ------ |  |  | - | ------- | 
|                                     |  |   |        |  |  |   |         | 
|First Quarter                        |  | $ | 38.00  |  |  | $ | 38.00   | 
|Second Quarter                       |  | $ | 38.00  |  |  | $ | 38.00   | 
|Third Quarter                        |  | $ | 4.25   |  |  | $ | 1.01    | 
|Fourth Quarter                       |  | $ | 2.00   |  |  | $ | 1.01    | 
|                                     |  |   |        |  |  |   |         | 
|Fiscal year ended September 30, 2011 |  |   | HIGH*  |  |  |   | LOW*    | 
|                                     |  |   |        |  |  |   |         | 
|First Quarter                        |  | $ | 30.00  |  |  | $ | 12.00   | 
|Second Quarter                       |  | $ | 120.00 |  |  | $ | 13.00   | 
|Third Quarter                        |  | $ | 48.00  |  |  | $ | 15.00   | 
|Fourth Quarter                       |  | $ | 24.00  |  |  | $ | 14.1875 | 



*Share
price information from Bloomberg.com.





|B. |  | Transfer
                                                                                                                                                          Agent
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our
transfer agent is Transfer On Line, Inc. Their mailing address is 512 SE Salmon Street, Portland, OR, 97214 and their telephone
number is (503)-227-2950.



|C. |  | Dividends
|-- |  | ---------



Holders
of our common stock are entitled to receive such dividends as our Board may declare from time to time from any surplus that we
may have. We have not paid dividends on our common stock since the date of our incorporation and we do not anticipate paying any
common stock dividends in the foreseeable future. We anticipate that any earnings will be retained for development and expansion
of our businesses and we do not anticipate paying any cash dividends in the foreseeable future. Future dividend policy will depend
upon our earnings, financial condition, contractual restrictions and other factors considered relevant by our Board and will be
subject to limitations imposed under Nevada law.



|D. |  | Equity
                                                                                                                                                          Compensation
                                                                                                                                                          Plan
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



None.



19







|E. |  | Sale
                                                                                                                                                          of
                                                                                                                                                          Unregistered
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



There
were no sales of unregistered securities during the fiscal year ended September 30, 2012. However, on December 22, 2011
the Company issued 125,000 shares of its common stock and 125,000 common stock purchase warrants to an investor. The purchase
price was $50,000. On December 22, 2011, the company also issued 2,000 common shares of the Company valued at $320 as part of
an Agreement of Purchase and Sale with Jaime Mayo to acquire 100% of the AHB claims located in British Columbia, Canada.



The
Company relied upon the exemptive provisions of Section 4(2) of the Securities Act in issuing the securities.



Item6.Selected
Financial Data.



Not
applicable.



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



FORWARD
LOOKING STATEMENTS



The
statements contained in this report that are not historical facts are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act. Forward-looking statements are made based upon management’s current expectations and beliefs
concerning future developments and their potential effects upon the Company. There can be no assurance that future developments
affecting the Company will be those anticipated by management. Actual results may differ materially from those included in the
forward-looking statements.



Readers
are also directed to other risks and uncertainties discussed in other documents filed by the Company with the Securities and Exchange
Commission. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new
information, future developments or otherwise.



The
following discussion and analysis should be read in conjunction with our audited financial statements for the fiscal year ended
September 30, 2012.



Introduction



We
are an exploratory stage mining company. We are currently engaged in the exploration and development of properties in the Caribou
Mining District in east-central British Columbia or approximately 65 km northeast of Quesnel, British Columbia, Canada. We have
a total of 3 mining claims in British Columbia, Canada. Subject to securing additional financing, our goal is to explore these
mining claims to determine if there are indicated or proven reserves of either gold, silver or base metals.



Employees



Mr.
Kleinman is our sole employee. We do not expect to hire any additional employees at this time. Rather, we will rely on contract
laborers and consultants in developing our mining claims.



Results
Of Operations For Fiscal Year Ended September 30, 2012 as compared to September 30, 2011.





20







Revenues



We
have never generated any revenues. Our operations to date have been financed by the sale of our common stock and third party loans.
Our two largest expenses to date have been professional fees related to legal and accounting totalling $43,965 and $28,682 and
management fees of $18,000 and $18,000 for years ending September 30, 2012 and 2011. Most of these expenses have been incurred
in connection with our regulatory filings with the Securities and Exchange Agreement and in connection with ongoing corporate
activities.



For
the periods ended September 30, 2012 and 2011 we had a net loss of($90,703) and ($72,935). Total losses since December
5, 2003 (“Inception”) were $(1,628,428).



Until
we complete a business combination, we do not anticipate generating revenues, and any revenues that we generate may not be sufficient
to cover our operating expenses. In which case we may have to cease operations and you may lose your entire investment.



Liquidity
and Capital Resources



Assets
and Liabilities



At
September 30, 2012 we had cash totaling $558 as compared to $1,674 in cash at September 30, 2011. Our accounts payable at September
30, 2012 was $19,788 and $11,800 on September 30, 2011. On September 30, 2012 we had convertible debentures of $20,124 and demand
loans of$15,468 and convertible debentures of $18,618 and no demand loans on September 30, 2011. Our total liabilities
were $191,246 on September 30, 2012 as compared to $161,378 September 30, 2011. We have a working capital deficit of $180,439
as compared to a working capital deficit of $159,704 at September 30, 2011.



We
have no revenues to satisfy our ongoing liabilities. Our auditors have issued a going concern opinion. Unless we secure equity
or debt financing, of which there can be no assurance, or identify an acquisition candidate, we will not be able to continue any
operations.



Off-Balance
Sheet Arrangements



We
have not entered into any off-balance sheet arrangements.  We do not anticipate entering into any off-balance sheet arrangements
during the next 12 months.



Item
7A. Quantitative and Qualitative Disclosures About Market Risk.



Not
applicable.



Item
8.   Financial Statements and Supplementary Data.



Our
financial statements have been examined to the extent indicated in its reports by DE LEON & COMPANY and have been prepared
in accordance with generally accepted accounting principles and pursuant to Regulation S-X as promulgated by the SEC and
are included herein:





21











(A
Development Stage Company)



Consolidated
Financial Statements

(Expressed
in U.S. Dollars)

30
September 2012



22







REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and

Stockholders of SilverstarMining Corp.



We have audited the accompanying
consolidated balance sheet of Silverstar Mining Corp. as of September 30, 2012 and 2011, and the related statements of income,
stockholders’ equity and comprehensive income, and cash flows for the two years ended September 30, 2012 and 2011 and for
the period from December 5, 2003 (inception) to September 30, 2012. Silverstar Mining Corp.’s management is responsible
for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits. We
were not engaged to examine management’s assertion about the effectiveness of Silverstar Mining Corp.’s internal control
over financial reporting as of September 30, 2012.



We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The
company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.



In our opinion, the financial
statements referred to above present fairly, in all material respects, the financial position of Silverstar Mining Corp. and it’s
subsidiary as of September 30, 2012 and 2011,and for the period from December 5, 2003 (inception) to September 30, 2012. and the
results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted
in the United States of America.



The accompanying consolidated
financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company has suffered recurring losses from operations, net capital deficiencies, and negative cash
flows from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plan in
regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.



|De Leon & Company, P.A. | 
|----------------------- | 
|                        | 
|Pembroke Pines          | 
|December 20, 2012       | 



23







Silverstar
Mining Corp.

(A
Development Stage Company)

Consolidated
Balance Sheets

(Expressed
in U.S. Dollars)






|                                                         |  | As at 30 September 2012 |            |   | As at  30 September 2011 |  
|-------------------------------------------------------- |  | ----------------------- | ---------- | - | ------------------------ | -
|                                                         |  |                         |            |   |                          |  
|Assets                                                   |  |                         |            |   |                          |  
|                                                         |  |                         |            |   |                          |  
|Current                                                  |  |                         |            |   |                          |  
|Cash and cash equivalents                                |  | $                       | 558        |   |                          | $
|Prepaid expense                                          |  |                         | 10,249     |   |                          |  
|Total Current Assets                                     |  |                         | 10,807     |   |                          |  
|                                                         |  |                         |            |   |                          |  
|Other                                                    |  |                         |            |   |                          |  
|Investment in Mineral Properties (Note 5)                |  |                         | 14,360     |   |                          |  
|                                                         |  |                         |            |   |                          |  
|Total Assets                                             |  |                         | 25,167     |   |                          |  
|                                                         |  |                         |            |   |                          |  
|Liabilities and Stockholder’s Deficit                    |  |                         |            |   |                          |  
|                                                         |  |                         |            |   |                          |  
|Current Liabilities                                      |  |                         |            |   |                          |  
|Accounts payable and accrued liabilities (Note 6)        |  |                         | 19,788     |   |                          |  
|Due from related party (Note 9)                          |  |                         | -          |   |                          |  
|Convertible debentures (Note 7)                          |  |                         | 20,124     |   |                          |  
|Demand Loans                                             |  |                         | 15,468     |   |                          |  
|Shareholder’s demand loans (Note 8)                      |  |                         | 131,366    |   |                          |  
|Share issuance liability                                 |  |                         | 4,500      |   |                          |  
|                                                         |  |                         |            |   |                          |  
|Total Current Liabilities                                |  |                         | 191,246    |   |                          |  
|                                                         |  |                         |            |   |                          |  
|Stockholders’ Deficit                                    |  |                         |            |   |                          |  
|Capital stock (Note 11)                                  |  |                         |            |   |                          |  
|Authorized                                               |  |                         |            |   |                          |  
|225,000,000 of common shares, par value $0.001           |  |                         |            |   |                          |  
|Issued and outstanding                                   |  |                         |            |   |                          |  
|2012 – 169,179 common shares, par value $0.001 (Note 11) |  |                         |            |   |                          |  
|2011 – 42,171 common shares, par value $0.001            |  |                         | 169        |   |                          |  
|Additional paid-in capital                               |  |                         | 1,462,180  |   |                          |  
|Deficit, accumulated during the development stage        |  |                         | (1,628,428 | ) |                          |  
|                                                         |  |                         |            |   |                          |  
|Total Stockholders’ Deficit                              |  |                         | (166,079   | ) |                          |  
|                                                         |  |                         |            |   |                          |  
|Total liabilities and Stockholders’ Deficit              |  | $                       | 25,167     |   |                          | $



The
accompanying notes are an integral part of these financial statements.



F-1







Silverstar
Mining Corp.

(A
Development Stage Company)

Consolidated
Statements of Operations

(Expressed
in U.S. Dollars)








|                                                                        |  | For
    the periodfrom the date ofinception on 5December 2003 to30 September 2012 |            |   | For
    the year ended30 September 2012 |   |         | For
    the year ended30 September 2011 | 
|----------------------------------------------------------------------- |  | --------------------------------------------------------------------------------- | ---------- | - | --------------------------------------- | - | ------- | --------------------------------------- | 
|                                                                        |  |                                                                                   |            |   |                                         |   |         |                                         | 
|Expenses                                                                |  |                                                                                   |            |   |                                         |   |         |                                         | 
|Bank charges and interest (Note 7, 8 and 13)                            |  | $                                                                                 | 49,550     |   |                                         | $ | 10,284  |                                         | 
|Consulting                                                              |  |                                                                                   | 138,467    |   |                                         |   | -       |                                         | 
|Exploration and development (Note 5)                                    |  |                                                                                   | 13,028     |   |                                         |   | -       |                                         | 
|Filing fees                                                             |  |                                                                                   | 23,815     |   |                                         |   | 1,321   |                                         | 
|Investor relations                                                      |  |                                                                                   | 84,992     |   |                                         |   | -       |                                         | 
|Legal and accounting (Note 9 and 10)                                    |  |                                                                                   | 267,242    |   |                                         |   | 43,965  |                                         | 
|Licences and permits                                                    |  |                                                                                   | 3,615      |   |                                         |   | 200     |                                         | 
|Management fees (Notes 10, 11 and 13)                                   |  |                                                                                   | 121,000    |   |                                         |   | 18,000  |                                         | 
|Rent (Notes 10, 11 and 13)                                              |  |                                                                                   | 47,010     |   |                                         |   | 8,310   |                                         | 
|Transfer agent fees                                                     |  |                                                                                   | 31,541     |   |                                         |   | 5,592   |                                         | 
|Travel, entertainment and office                                        |  |                                                                                   | 29,819     |   |                                         |   | 3,033   |                                         | 
|Foreign exchange loss                                                   |  |                                                                                   | 53         |   |                                         |   | -       |                                         | 
|Write-down of mineral property acquisition costs 
    (Note 5)          |  |                                                                                   | 811,696    |   |                                         |   | -       |                                         | 
|Write-down of website development costs (Note 4)                        |  |                                                                                   | 6,600      |   |                                         |   | -       |                                         | 
|                                                                        |  |                                                                                   |            |   |                                         |   |         |                                         | 
|Net loss for the period                                                 |  | $                                                                                 | (1,628,428 | ) |                                         | $ | (90,703 | )                                       | 
|                                                                        |  |                                                                                   |            |   |                                         |   |         |                                         | 
|Basic and diluted loss per common share                                 |  |                                                                                   |            |   |                                         | $ | (0.64   | )                                       | 
|                                                                        |  |                                                                                   |            |   |                                         |   |         |                                         | 
|Weighted average number of common shares used in per share calculations |  |                                                                                   |            |   |                                         |   | 140,717 |                                         | 



The
accompanying notes are an integral part of these financial statements.



F-2







Silverstar
Mining Corp.

(A
Development Stage Company)

Consolidated
Statements of Cash Flows

(Expressed
in U.S. Dollars)








|                                                                           |  | For the period from the
    date of inception on
    5 December 2003 to 30 September 2012 |            |   | For
    the year ended 30 September 2012 |   |         | For
    the year ended 30 September 2011 | 
|-------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------- | ---------- | - | ---------------------------------------- | - | ------- | ---------------------------------------- | 
|                                                                           |  |                                                                                           |            |   |                                          |   |         |                                          | 
|Cash flows from operating activities                                       |  |                                                                                           |            |   |                                          |   |         |                                          | 
|Net loss for the period                                                    |  | $                                                                                         | (1,628,428 | ) |                                          | $ | (90,703 | )                                        | 
|Adjustments to reconcile loss to net cash used by operating
    activities |  |                                                                                           |            |   |                                          |   |         |                                          | 
|Accrued interest – convertible debentures (Note 7)                         |  |                                                                                           | 20,124     |   |                                          |   | 1,506   |                                          | 
|Accrued interest – shareholder demand loan (Note 8)                        |  |                                                                                           | 24,183     |   |                                          |   | 7,406   |                                          | 
|Accrued interest – demand loan (Note 8)                                    |  |                                                                                           | 468        |   |                                          |   | 468     |                                          | 
|Contributions to capital by related parties (Notes 10, 11
    and 13)      |  |                                                                                           | 197,500    |   |                                          |   | 24,000  |                                          | 
|Write-down of mineral property acquisition costs 
    (Note 5)             |  |                                                                                           | 811,696    |   |                                          |   | -       |                                          | 
|Write-down of website development costs (Note 4)                           |  |                                                                                           | 6,600      |   |                                          |   | -       |                                          | 
|Changes in operating assets and liabilities                                |  |                                                                                           |            |   |                                          |   |         |                                          | 
|Prepaids and Mining property                                               |  |                                                                                           | (10,249    | ) |                                          |   | (10,249 | )                                        | 
|Increase (decrease) in accounts payable and accrued liabilities            |  |                                                                                           | 19,788     |   |                                          |   | 7,988   |                                          | 
|Increase in due to related parties                                         |  |                                                                                           | -          |   |                                          |   | (2,500  | )                                        | 
|                                                                           |  |                                                                                           | (558,318   | ) |                                          |   | (62,084 | )                                        | 
|Cash flows from investing activities                                       |  |                                                                                           |            |   |                                          |   |         |                                          | 
|Acquisition of Silverdale, net of cash received (Note 3)                   |  |                                                                                           | (140,221   | ) |                                          |   | -       |                                          | 
|Mineral property acquisition costs (Note 5)                                |  |                                                                                           | (35,735    | ) |                                          |   | (4,360  | )                                        | 
|Website development costs (Note 4)                                         |  |                                                                                           | (6,600     | ) |                                          |   | -       |                                          | 
|                                                                           |  |                                                                                           | (182,556   | ) |                                          |   | (4,360  | )                                        | 
|Cash flows from financing activities                                       |  |                                                                                           |            |   |                                          |   |         |                                          | 
|Convertible debenture                                                      |  |                                                                                           | 15,000     |   |                                          |   | -       |                                          | 
|Shareholder Demand Loan                                                    |  |                                                                                           | 111,683    |   |                                          |   | -       |                                          | 
|Demand Loans                                                               |  |                                                                                           | 15,000     |   |                                          |   | 15,000  |                                          | 
|Share issue costs                                                          |  |                                                                                           | (1,255     | ) |                                          |   | -       |                                          | 
|Common shares issued for cash (Note 11)                                    |  |                                                                                           | 601,004    |   |                                          |   | 50,328  |                                          | 
|                                                                           |  |                                                                                           | 741,432    |   |                                          |   | 65,328  |                                          | 
|Increase (decrease) in cash and cash equivalents                           |  |                                                                                           | 558        |   |                                          |   | (1,116  | )                                        | 
|Cash and cash equivalents, beginning
    of period                         |  |                                                                                           | -          |   |                                          |   | 1,674   |                                          | 
|Cash and cash equivalents, end of period                                   |  | $                                                                                         | 558        |   |                                          | $ | 558     |                                          | 



Supplemental
Disclosures with Respect to Cash Flows(Note 13)



The
accompanying notes are an integral part of these financial statements.



F-3







Silverstar
Mining Corp.

(A
Development Stage Company)

Consolidated
Statements of Changes in Stockholders’ Equity (Deficiency)

(Expressed
in U.S. Dollars)








|                                                                                        |  | Number
    of
    shares issued |         |   | Share capital |   |     | Share subscriptions
    received in advance
    / Additional paid-in
    capital |  |   | Deficit,
    accumulated
    during the
    development stage |   |  | Stockholder’s
    equity |         
|--------------------------------------------------------------------------------------- |  | ------------------------------- | ------- | - | ------------- | - | --- | -------------------------------------------------------------------------------- |  | - | ------------------------------------------------------------- | - |  | ------------------------ | --------
|                                                                                        |  |                                 |         |   |               |   |     |                                                                                  |  |   |                                                               |   |  |                          |         
|Balance at 5 December 2003 (inception)                                                  |  |                                 |         |   |               |   |     |                                                                                  |  |   |                                                               |   |  |                          |         
|Common shares issued for cash ($333 per share)
    (Note 11)                            |  |                                 | 0.003   |   |               | $ | -   |                                                                                  |  | $ | 1                                                             |   |  | $                        | -       
|Net loss for the period                                                                 |  |                                 | -       |   |               |   | -   |                                                                                  |  |   | -                                                             |   |  |                          | (450    
|                                                                                        |  |                                 |         |   |               |   |     |                                                                                  |  |   |                                                               |   |  |                          |         
|Balance at 30 September 2004                                                            |  |                                 | 0.003   |   |               |   | -   |                                                                                  |  |   | 1                                                             |   |  |                          | (450    
|Net loss for the year                                                                   |  |                                 | -       |   |               |   | -   |                                                                                  |  |   | -                                                             |   |  |                          | (300    
|                                                                                        |  |                                 |         |   |               |   |     |                                                                                  |  |   |                                                               |   |  |                          |         
|Balance at 30 September 2005                                                            |  |                                 | 0.003   |   |               |   | -   |                                                                                  |  |   | 1                                                             |   |  |                          | (750    
|Common shares issued for cash ($0.001 per share) (Note 11)                              |  |                                 | 30,000  |   |               |   | 30  |                                                                                  |  |   | 9,970                                                         |   |  |                          | -       
|Common shares redeemed – cash ($333 per share) 
    (Note 11)                           |  |                                 | (0.003  | ) |               |   | -   |                                                                                  |  |   | (1                                                            | ) |  |                          | -       
|Contributions to capital by related parties – expenses
    (Notes 10, 11 and 13)        |  |                                 | -       |   |               |   | -   |                                                                                  |  |   | 24,000                                                        |   |  |                          | -       
|Net loss for the year                                                                   |  |                                 | -       |   |               |   | -   |                                                                                  |  |   | -                                                             |   |  |                          | (40,190 
|                                                                                        |  |                                 |         |   |               |   |     |                                                                                  |  |   |                                                               |   |  |                          |         
|Balance at 30 September 2006                                                            |  |                                 | 30,000  |   |               |   | 30  |                                                                                  |  |   | 33,970                                                        |   |  |                          | (40,940 
|Contributions to capital by related parties – expenses                                  |  |                                 | -       |   |               |   | -   |                                                                                  |  |   | 24,000                                                        |   |  |                          | -       
|Common shares issued for cash ($3.33 per share) (Note 11)                               |  |                                 | 25,500  |   |               |   | 26  |                                                                                  |  |   | 84,974                                                        |   |  |                          | -       
|Net loss for the year                                                                   |  |                                 | -       |   |               |   | -   |                                                                                  |  |   | -                                                             |   |  |                          | (64,567 
|                                                                                        |  |                                 |         |   |               |   |     |                                                                                  |  |   |                                                               |   |  |                          |         
|Balance at 30 September 2007                                                            |  |                                 | 55,500  |   |               |   | 56  |                                                                                  |  |   | 142,944                                                       |   |  |                          | (105,507
|Contributions to capital by related parties – expenses
    (Notes 10, 11 and 13)        |  |                                 | -       |   |               |   | -   |                                                                                  |  |   | 12,000                                                        |   |  |                          | -       
|Share subscriptions received in advance                                                 |  |                                 | -       |   |               |   | -   |                                                                                  |  |   | 422,176                                                       |   |  |                          | -       
|Share issue costs                                                                       |  |                                 | -       |   |               |   | -   |                                                                                  |  |   | (1,255                                                        | ) |  |                          | -       
|Common shares issued for business acquisition ($150 per share)
    (Notes 3, 11 and 13) |  |                                 | 4,334   |   |               |   | 4   |                                                                                  |  |   | 650,096                                                       |   |  |                          | -       
|Common shares returned to treasury and cancelled 
    (Notes 11 and 13)                 |  |                                 | (15,000 | ) |               |   | (15 | )                                                                                |  |   | 15                                                            |   |  |                          | -       
|Net loss for the year                                                                   |  |                                 | -       |   |               |   | -   |                                                                                  |  |   | -                                                             |   |  |                          | (263,596
|                                                                                        |  |                                 |         |   |               |   |     |                                                                                  |  |   |                                                               |   |  |                          |         
|Balance at 30 September 2008                                                            |  |                                 | 44,834  |   |               | $ | 45  |                                                                                  |  | $ | 1,225,976                                                     |   |  | $                        | (369,103



The
accompanying notes are an integral part of these financial statements.



F-4







Silverstar
Mining Corp.

(A
Development Stage Company)

Consolidated
Statements of Changes in Stockholders’ Equity (Deficiency) contd.

(Expressed
in U.S. Dollars)








|                                                                                         |  | Number
    ofshares issued |         |   | Share capital |   |     | Share subscriptionsreceived in advance/ Additional paid-incapital |  |   | Deficit,accumulatedduring thedevelopment stage |   |  | Stockholder’sequity |           
|---------------------------------------------------------------------------------------- |  | -------------------------- | ------- | - | ------------- | - | --- | ----------------------------------------------------------------- |  | - | ---------------------------------------------- | - |  | ------------------- | ----------
|                                                                                         |  |                            |         |   |               |   |     |                                                                   |  |   |                                                |   |  |                     |           
|Balance at 30 September 2008                                                             |  |                            | 44,834  |   |               | $ | 45  |                                                                   |  | $ | 1,225,976                                      |   |  | $                   | (369,103  
|Contributions to capital by related
    parties – expenses (Notes 10, 11 and 13)         |  |                            | -       |   |               |   | -   |                                                                   |  |   | 65,500                                         |   |  |                     | -         
|Share subscriptions received
    in advance                                              |  |                            | -       |   |               |   | -   |                                                                   |  |   | (422,176                                       | ) |  |                     | -         
|Common shares issued for cash
    ($250 per share) (Note 11)                             |  |                            | 950     |   |               |   | 1   |                                                                   |  |   | 237,499                                        |   |  |                     | -         
|Common shares issued for cash
    ($448 per share) (Note 11)                             |  |                            | 487     |   |               |   | 1   |                                                                   |  |   | 218,175                                        |   |  |                     | -         
|Common shares returned to treasury
    and cancelled(Notes 11 and 13)                    |  |                            | (4,100  | ) |               |   | (5  | )                                                                 |  |   | 5                                              |   |  |                     | -         
|Intrinsic value of beneficial
    conversion feature (Note 11)                           |  |                            | -       |   |               |   | -   |                                                                   |  |   | 15,000                                         |   |  |                     | -         
|Net loss
    for the year                                                                |  |                            | -       |   |               |   | -   |                                                                   |  |   | -                                              |   |  |                     | (1,010,522
|                                                                                         |  |                            |         |   |               |   |     |                                                                   |  |   |                                                |   |  |                     |           
|Balance at 30 September 2009                                                             |  |                            | 42,171  |   |               |   | 42  |                                                                   |  |   | 1,339,979                                      |   |  |                     | (1,379,625
|Contributions to capital by related
    parties – expenses (Notes 10 and 13)             |  |                            | -       |   |               |   | -   |                                                                   |  |   | 24,000                                         |   |  |                     | -         
|Net loss
    for the year                                                                |  |                            | -       |   |               |   | -   |                                                                   |  |   | -                                              |   |  |                     | (85,165   
|                                                                                         |  |                            |         |   |               |   |     |                                                                   |  |   |                                                |   |  |                     |           
|Balance at 30 September 2010                                                             |  |                            | 42,171  |   |               |   | 42  |                                                                   |  |   | 1,363,979                                      |   |  |                     | (1,464,790
|Reverse split 1,000:1(Note 11)                                                           |  |                            | -       |   |               |   | -   |                                                                   |  |   | -                                              |   |  |                     | -         
|Contributions to capital by related
    parties – expenses (Notes 10 and 13)             |  |                            | -       |   |               |   | -   |                                                                   |  |   | 24,000                                         |   |  |                     | -         
|Net loss
    for the year                                                                |  |                            | -       |   |               |   | -   |                                                                   |  |   | -                                              |   |  |                     | (72,935   
|                                                                                         |  |                            |         |   |               |   |     |                                                                   |  |   |                                                |   |  |                     |           
|Balance at 30 September 2011                                                             |  |                            | 42,171  |   |               |   | 42  |                                                                   |  |   | 1,387,979                                      |   |  |                     | (1,537,725
|Contributions to capital by related
    parties – expenses (Notes 10 and 13)             |  |                            | -       |   |               |   | -   |                                                                   |  |   | 24,000                                         |   |  |                     | -         
|Common shares issued for business
    acquisition ($0.16 per share) (Notes 3, 11 and 13) |  |                            | 2,000   |   |               |   | 1   |                                                                   |  |   | 319                                            |   |  |                     | -         
|Common shares issued for cash
    ($0.40 per share) (Note 11)                            |  |                            | 125,000 |   |               |   | 125 |                                                                   |  |   | 49,875                                         |   |  |                     | -         
|Common shares issued at par to
    balance stock split rounding                          |  |                            | 8       |   |               |   | 1   |                                                                   |  |   | 7                                              |   |  |                     | -         
|Net loss
    for the period                                                              |  |                            | -       |   |               |   | -   |                                                                   |  |   | -                                              |   |  |                     | (90,703   
|                                                                                         |  |                            |         |   |               |   |     |                                                                   |  |   |                                                |   |  |                     |           
|Balance at 30 September
    2012                                                         |  |                            | 169,179 |   |               | $ | 169 |                                                                   |  | $ | 1,462,180                                      |   |  | $                   | (1,628,428



The
accompanying notes are an integral part of these financial statements.



F-5







Silverstar
Mining Corp.

(A
Development Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

30
September 2012








|1. | Nature,
                                                                                                                                                                                 Basis
                                                                                                                                                                                 of
                                                                                                                                                                                 Presentation
                                                                                                                                                                                 and
                                                                                                                                                                                 Continuance
                                                                                                                                                                                 of
                                                                                                                                                                                 Operations
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Silverstar
Mining Corp. (the “Company”) was incorporated under the laws of the State of Nevada on 5 December 2003. On 4 March
2008, the Company completed a merger with its wholly-owned subsidiary, Silverstar Mining Corp., which was incorporated by the
Company solely to effect the name change of the Company to Silverstar Mining Corp. The Company was incorporated for the purpose
to promote and carry on any lawful business for which a corporation may be incorporated under the laws of the State of Nevada.



On
13 April 2011 the Company incorporated a wholly owned subsidiary, Silverstar Mining (Canada) Inc., under the laws of the country
of Canada. The subsidiary was incorporated for the purpose to promote and carry on any lawful business for which a corporation
may be incorporated under the laws of the country of Canada. The subsidiary’s main purpose is to hold title to mineral property
rights situated in Canada as the laws of that country require that only local entities can hold title to mineral property rights
situated within its borders.



The
accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Silverdale
Mining Corp. (“Silverdale”) from 24 July 2008, the date of acquisition, and Silverstar Mining (Canada) Inc. from 13
April 2011, the date of incorporation.



The
Company is a development stage enterprise, as defined in Financial Accounting Standards Board No. 7. The Company is devoting all
of its present efforts in securing and establishing a new business, and its planned principle operations have not commenced, and,
accordingly, no revenue has been derived during the organization period.



The
consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted
in the United States of America applicable to development stage enterprises, and are expressed in U.S. dollars. The Company’s
fiscal year end is 30 September.



These
consolidated financial statements as at 30 September 2012 and for the year then ended have been prepared on a going concern basis,
which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.
The Company has a loss for the year ended 30 September 2012 of $90,703 (2011 loss - $72,935), cumulative loss - $1,628,428 (2011
cumulative loss - $1,537,725) and has working capital deficit of $180,439 at 30 September 2012 (30 September 2011 deficit
- $159,704).



Management
cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise
additional debt and/or equity capital. If the Company is unable to raise additional capital in the near future, due to the Company’s
liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital
on less favorable terms and/or pursue other remedial measures. These consolidated financial statements do not include any adjustments
related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.



At
30 September 2012, the Company had suffered losses from development stage activities to date. Although management is currently
attempting to implement its business plan, and is seeking additional sources of equity or debt financing, there is no assurance
these activities will be successful. These factors raise substantial doubt about the ability of the Company to continue as a going
concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.



F-6







Silverstar
Mining Corp.

(A
Development Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

30
September 2012








|2. | Significant
                                                                                                                                                                                                   Accounting
                                                                                                                                                                                                   Policies
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
following is a summary of significant accounting policies used in the preparation of these consolidated financial statements.



Principles
of consolidation



All
inter-company transactions and balances have been eliminated in these consolidated financial statements.



Cash
and cash equivalents



Cash
and cash equivalents include highly liquid investments with original maturities of three months or less.



Mineral
property costs



The
Company has been in the development stage since its formation on 5 December 2003 and has not yet realized any revenues from its
planned operations. It is primarily engaged in the acquisition and exploration of mining properties.



Mineral
property acquisition costs are initially capitalized as tangible assets when purchased. At the end of each fiscal quarter end,
the Company assesses the carrying costs for impairment. If proven and probable reserves are established for a property and it
has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production
method over the estimated life of the probable reserve.



Mineral
property exploration costs are expensed as incurred.



Estimated
future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production
basis. Costs, which include production equipment removal and environmental remediation, are estimated each period by management
based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration
expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged
to the accumulated provision amounts as incurred.



As
of the date of these consolidated financial statements, the Company has not established any proven or probable reserves on its
mineral properties and incurred only acquisition and exploration costs (Note 5).



Although
the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry
standards for the stage of exploration of such properties, these procedures do not guarantee the Company’s title. Such properties
may be subject to prior agreements or transfers and title may be affected by undetected defects.



F-7







Silverstar
Mining Corp.

(A
Development Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

30
September 2012








Reclamation
costs



The
Company’s policy for recording reclamation costs is to record a liability for the estimated costs to reclaim mined land
by recording charges to production costs for each tonne of ore mined over the life of the mine. The amount charged is based on
management’s estimation of reclamation costs to be incurred. The accrued liability is reduced as reclamation expenditures
are made. Certain reclamation work is performed concurrently with mining and these expenditures are charged to operations at that
time.



Long-lived
assets



Long-term
assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets
may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets”.



Management
considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations (undiscounted
and without interest charges). If impairment is deemed to exist, the assets will be written down to fair value. Fair value is
generally determined using a discounted cash flow analysis



Financial
instruments



The
carrying value of cash and cash equivalents, accounts payable and accrued liabilities and convertible debentures approximates
their fair value because of the short maturity of these instruments. The Company’s operations are in Nevada and virtually
all of its assets and liabilities are giving rise to significant exposure to market risks from changes in foreign currency rates.
The Company’s financial risk is the risk that arises from fluctuations in foreign exchange rates and the degree of volatility
of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.



Derivative
financial instruments



The
Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact
of foreign currency fluctuations.



Website
development costs



The
costs of computer software developed or obtained for internal use, during the preliminary project phase, as defined under ASC
350-40, “Internal-Use Software”, will be expensed as incurred. The costs of website development during the
planning stage, as defined under ASC 350-50, “Website Development Costs”, will also be expensed as incurred.



Computer
software, website development incurred during the application and infrastructure development stage, including external direct
costs of materials and services consumed in developing the software and creating graphics and website content, will be capitalized
and amortized over the estimated useful life, beginning when the software is ready for use and after all substantial testing is
completed and the website is operational.



F-8







Silverstar
Mining Corp.

(A
Development Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

30
September 2012








Income
taxes



Deferred
income taxes are reported for timing differences between items of income or expense reported in the consolidated financial statements
and those reported for income tax purposes in accordance with SFAS No. 109, “Accounting for Income Taxes”,
which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are
recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts
of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects
attributable to temporary differences and carry-forwards when realization is more likely than not.



Basic
and diluted net loss per share



The
Company computes net loss per share in accordance with SFAS No. 128, “Earnings per Share”. SFAS No. 128 requires
presentation of both basic and diluted earnings per share (“EPS”) on the face of the consolidated income statement.
Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares
outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during
the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted
EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise
of stock options or warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.



Comprehensive
loss



SFAS
No. 130, “Reporting Comprehensive Income”, establishes standards for the reporting and display of comprehensive
loss and its components in the financial statements. As at 30 June 2009, the Company has no items that represent a comprehensive
loss and, therefore, has not included a schedule of comprehensive loss in the consolidated financial statements.



Segments
of an enterprise and related information



SFAS
No. 131, “Disclosures about Segments of an Enterprise and Related Information”, supersedes SFAS No. 14, “Financial
Reporting for Segments of a Business Enterprise.” SFAS No. 131 establishes standards for the way that public companies
report information about operating segments in annual financial statements and requires reporting of selected information about
operating segments in interim financial statements issued to the public. It also establishes standards for disclosures regarding
products and services, geographic areas and major customers. SFAS No. 131 defines operating segments as components of a company
about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding
how to allocate resources and in assessing performance. The Company has evaluated this SFAS and does not believe it is applicable
at this time.



F-9







Silverstar
Mining Corp.

(A
Development Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

30
September 2012








Start-up
expenses



The
Company has adopted Statement of Position No. 98-5, “Reporting the Costs of Start-up Activities”, which requires
that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company’s
formation have been included in the Company’s general and administrative expenses for the period from the date of inception
on 5 December 2003 to 30 June 2009.



Foreign
currency translation



The
Company’s functional and reporting currency is in U.S. dollars. The consolidated financial statements of the Company are
translated to U.S. dollars in accordance with SFAS No. 52, “Foreign Currency Translation”. Monetary assets
and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date.
Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in
the determination of income. The Company has not, to the date of these consolidated financial statements, entered into derivative
instruments to offset the impact of foreign currency fluctuations.



Use
of estimates



The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates.



Comparative
figures



Certain
comparative figures have been adjusted to conform to the current year’s presentation.



Changes
in Accounting Policy



In
January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
No. 2010-02,“Accounting and Reporting for Decreases in Ownership of a Subsidiary - a Scope Clarification”.
ASU No. 2010-02 addresses implementation issues related to the changes in ownership provisions in the Consolidation - Overall
Subtopic (Subtopic 810-10) of the FASB ASC, originally issued as Statement of Financial Accounting Standards (“SFAS”) No.
160, “Non-controlling Interests in Consolidated Financial Statements”. Subtopic 810-10 establishes the accounting
and reporting guidance for non-controlling interests and changes in ownership interests of a subsidiary. An entity is required
to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary. Upon deconsolidation
of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary
at fair value. The gain or loss includes any gain or loss associated with the difference between the fair value of the retained
investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated. In contrast, an entity is required
to account for a decrease in ownership interest of a subsidiary that does not result in a change of control of the subsidiary
as an equity transaction. ASU No. 2010-02 was effective for the Company starting 1 January 2010. The Company’s adoption
of ASU No. 2010-02 did not have a material impact on the Company’s consolidated financial statements.



F-10







Silverstar
Mining Corp.

(A
Development Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

30
September 2012








In
January 2010, the FASB issued ASU No. 2010-01, “Equity (ASC Topic 505): Accounting for Distributions to Shareholders
with Components of Stock and Cash”, which clarifies that the stock portion of a distribution to shareholders that allow
them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect
to receive in the aggregate is considered a share issuance that is reflected prospectively in earnings per share and is not considered
a stock dividend for purposes of ASC Topic 505 and ASC Topic 260. ASU No. 2010-01 was effective for the Company starting
1 January 2010. The adoption of the ASU No. 2010-01 did not have a material impact on the Company’s consolidated financial
statements.



In
August 2009, the FASB issued ASU No. 2009-05, “Fair Value Measurement and Disclosure (Topic 820) – Measuring Liabilities
at Fair Value”, which provides valuation techniques to measure fair value in circumstances in which a quoted price in
an active market for the identical liability is not available. The guidance provided in this update is effective 1 October 2009.
The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.



In
June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)”. SFAS No. 167, which
amends ASC 810-10, “Consolidation”, prescribes a qualitative model for identifying whether a company has a
controlling financial interest in a variable interest entity (“VIE”) and eliminates the quantitative model. The new
model identifies two primary characteristics of a controlling financial interest: (1) provides a company with the power to direct
significant activities of the VIE, and (2) obligates a company to absorb losses of and/or provides rights to receive benefits
from the VIE. SFAS No. 167 requires a company to reassess on an ongoing basis whether it holds a controlling financial interest
in a VIE. A company that holds a controlling financial interest is deemed to be the primary beneficiary of the VIE and is required
to consolidate the VIE. SFAS No. 167, which is referenced in ASC 105-10-65, has not yet been adopted into the Codification and
remains authoritative. SFAS No. 167 was effective 1 January 2010. The adoption of SFAS No. 167 did not have a material impact
on the Company’s consolidated financial statements.



In
June 2009, the FASB issued SFAS No. 166, “Accounting for Transfer of Financial Assets – an amendment of FASB Statement”.
SFAS No. 166 removes the concept of a qualifying special-purpose entity from ASC 860-10, “Transfers and Servicing”,
and removes the exception from applying ASC 810-10, “Consolidation”. This statement also clarifies the requirements
for isolation and limitations on portions of financial assets that are eligible for sale accounting. SFAS No. 166, which is referenced
in ASC 105-10-65, has not yet been adopted into the Codification and remains authoritative. This statement was effective 1 January
2010. The adoption of SFAS No. 166 did not have a material impact on the Company’s consolidated financial statements.



In
April 2008, the FASB issued new guidance for determining the useful life of an intangible asset, which is now part of ASC 350,
“Intangibles – Goodwill and Other”. In determining the useful life of intangible assets, ASC 350 removes
the requirement to consider whether an intangible asset can be renewed without substantial cost of material modifications to the
existing terms and conditions and, instead, requires an entity to consider its own historical experience in renewing similar arrangements.
ASC 350 also requires expanded disclosure related to the determination of intangible asset useful lives. The new guidance was
effective for financial statements issued for fiscal years beginning after 15 December 2008. The adoption of this guidance did
not have a material impact on the Company’s consolidated financial statements.



F-11







Silverstar
Mining Corp.

(A
Development Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

30
September 2012








Recent
accounting pronouncements



In
February 2010, the FASB issued ASU No. 2010-11, “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded
Credit Derivatives”. ASU No. 2010-11 clarifies the type of embedded credit derivative that is exempt from embedded derivative
bifurcation requirements. Specifically, only one form of embedded credit derivative qualifies for the exemption – one that
is related only to the subordination of one financial instrument to another. As a result, entities that have contracts containing
an embedded credit derivative feature in a form other than such subordination may need to separately account for the embedded
credit derivative feature. The amendments in ASU No. 2010-11 are effective for each reporting entity at the beginning of its first
fiscal quarter beginning after 15 June 2010. Early adoption is permitted at the beginning of each entity’s first fiscal
quarter beginning after 5 March 2010. The adoption of ASC No. 2010-11 is not expected to have a material impact on the Company’s
consolidated financial statements.



In
February 2010, the FASB issued ASU No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements”,
which eliminates the requirement for Securities and Exchange Commission (“SEC”) filers to disclose the date through
which an entity has evaluated subsequent events. ASU No. 2010-09 is effective for its fiscal quarter beginning after 15 December
2010. The adoption of ASU No. 2010-09 is not expected to have a material impact on the Company’s consolidated financial
statements.



In
January 2010, the FASB issued ASC No. 2010-06, “Fair Value Measurement and Disclosures (Topic 820): Improving Disclosure
and Fair Value Measurements”, which requires that purchases, sales, issuances, and settlements for Level 3 measurements
be disclosed. ASU No. 2010-06 is effective for its fiscal quarter beginning after 15 December 2010. The adoption of ASU No. 2010-06
is not expected to have a material impact on the Company’s consolidated financial statements.



|3. | Acquisition
|-- | -----------



In
accordance with ASC 805, Business Combinations, acquisitions are accounted for under the purchase method of accounting.
Under the purchase method of accounting, assets acquired and liabilities assumed are recorded at their estimated fair values.
Goodwill is recorded to the extent the purchase price consideration, including certain acquisition and closing costs, exceeds
the fair value of the net identifiable assets acquired at the date of the acquisition.



On
24 July 2008, the Company acquired Silverdale. The aggregate consideration paid by the Company was $791,860 of which $141,760
was paid in cash, and the Company issued 4,334,000 common shares of the Company valued at $650,100 to acquire 100% of the issued
and outstanding common shares of Silverdale (Notes 3, 5 and 11). Silverdale was acquired pursuant to a Stock Exchange Agreement
with Silverdale and the former shareholders of Silverdale dated 13 June 2008. The acquisition of Silverdale expanded the Company’s
business of acquiring and exploring mineral properties.



A
valuation of certain assets was completed and the Company internally determined the fair value of other assets and liabilities.
In determining the fair value of acquired assets, standard valuation techniques were used including the market and income approach.



F-12







Silverstar
Mining Corp.

(A
Development Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

30
September 2012








The
purchase price allocation has been determined as follows:



|                           |  | $ |        
|-------------------------- |  | - | -------
|Assets purchased:          |  |   |        
|Cash and cash equivalents  |  |   | 1,539  
|Mineral property interests |  |   | 790,321
|                           |  |   |        
|Total assets acquired      |  |   | 791,860
|                           |  |   |        
|Purchase price             |  |   | 791,860



|4. | Website
                                                                                                                                                                                 Development
                                                                                                                                                                                 Costs
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                              |  |      |       |  | Accumulated amortization |  |        | Net Book Value    | 
|----------------------------- |  | ---- | ----- |  | ------------------------ |  | ------ | ----------------- | 
|                              |  | Cost |       |  | / Impairment             |  |        | 30 September 2012 | 
|                              |  |      | $     |  |                          |  | $      |                   | 
|Website and development costs |  |      | 6,600 |  |                          |  | (6,600 | )                 | 
|                              |  |      | 6,600 |  |                          |  | (6,600 | )                 | 



During
the year ended 30 September 2012, the Company incurred website development costs of $Nil (2011 - $Nil).



|5. | Mineral
                                                                                                                                                                                 Property
                                                                                                                                                                                 Costs
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Rose
Prospect Lode Mining Claim



During
the year ended 30 September 2006, the Company acquired an interest in a mineral claim located in Clark County, Nevada (the “Rose
Prospect Lode Mining Claim”) for $6,375. In May 2006, the Company commissioned a geological evaluation report of the Rose
Prospect Lode Mining Claim and in June 2006, the Company commissioned a Phase I work program as recommended by the evaluation
report. During the Phase I work program, the Company staked a second claim adjacent to the west of the Rose Lode Claim to cover
other indicated mineralized zones observed in that area (the “Rose Prospect II Lode Mining Claim”). The acquisition
cost of $6,375 was initially capitalized as a tangible asset.



Expenditures
related to the Rose Prospect Lode Mining Claim property for the year ending 30 September2012
were $Nil (2011 - $Nil, 2010 - $Nil).



During
the year ended 30 September 2006, the Company recorded a write-down of mineral property acquisition costs of $6,375 related to
the Rose Prospect Lode Mining Claim.



F-13







Silverstar
Mining Corp.

(A
Development Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

30
September 2012








Pinehurst
Properties



During
the year ended 30 September 2007, the Company entered into a mineral property option agreement, through its wholly-owned subsidiary,
to acquire an undivided 100% right, title and interest in eight unpatented mining claims described as the “Corby”,
“Cory FR”, “Walker”, “Linda”, “Eddie”, “Smokey”, “Dorian”
and “Valerine” claims (the “Pinehurst Properties”) located near Pinehurst, Shoshone County, Idaho. The
mineral property option agreement calls for cash payments of $1,000,000 ($50,000 paid), the issuance of 1,000 restricted common
shares of the Company and the completion of exploration expenditures of $1,000,000 on the claims detailed as follows:



|                               |        | Payments $ |           |  | Shares |  |       | Exploration
    expenditures $ | 
|------------------------------ | ------ | ---------- | --------- |  | ------ |  | ----- | ------------------------------ | 
|Upon execution of agreement    | (paid) |            | 50,000    |  |        |  | 100   |                                | 
|On or before 14 September 2009 |        |            | 100,000   |  |        |  | 150   |                                | 
|On or before 14 September 2010 |        |            | 350,000   |  |        |  | 250   |                                | 
|On or before 14 September 2011 |        |            | 500,000   |  |        |  | 500   |                                | 
|                               |        |            |           |  |        |  |       |                                | 
|Total                          |        |            | 1,000,000 |  |        |  | 1,000 |                                | 



Expenditures
related to the Pinehurst Properties for the year ended 30 September 2012 consist of geology and engineering of $Nil (2011 - $Nil).
During the year ended 30 September 2012, the Company recorded a recovery of expenditures related to the Pinehurst Properties of
$Nil (2011 - $Nil).



The
Company is in default under the terms of the option agreement, and does not have any short term prospects for raising the funds
needed to complete these projects and has written off its deferred mineral property costs related to the project.



Silver
Strand Properties



On
1 March 2008, the Company entered into a mineral property option agreement with New Jersey Mining Company (“NJMC”)
to purchase a 50% Joint Venture Interest in mining operations on certain mining properties collectively known as the Silver Strand
Properties, located in Kootenai County, Idaho. The terms of the option agreement calls for the Company to make payments as follows:



|i. | $120,000
                                                                                                                                                                        upon
                                                                                                                                                                        the
                                                                                                                                                                        signing
                                                                                                                                                                        of
                                                                                                                                                                        the
                                                                                                                                                                        agreement
                                                                                                                                                                        (paid);
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|ii. | $150,000
                                                                                                                                                                         on
                                                                                                                                                                         or
                                                                                                                                                                         before
                                                                                                                                                                         30
                                                                                                                                                                         April
                                                                                                                                                                         2008
                                                                                                                                                                         (paid);
                                                                                                                                                                         and
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|iii. | $230,000
                                                                                                                                                                          on
                                                                                                                                                                          or
                                                                                                                                                                          before
                                                                                                                                                                          30
                                                                                                                                                                          May
                                                                                                                                                                          2008.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
terms of the option agreements call for the Company to contribute 50% of the reclamation bond held as a treasury bill, the receipt
of which is due on or before 30 May 2008, for the benefit of the Joint Venture. NJMC will be the operator of the mine.



Expenditures
related to the Silver Strand Properties for the year ended 30 September 2012 consist of acquisition costs of $Nil (2011 - $Nil).



F-14







Silverstar
Mining Corp.

(A
Development Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

30
September 2012








The
Company is in default under the terms of the option agreement, and does not have any short term prospects for raising the funds
needed to complete these projects and has written off its deferred mineral property costs related to the project.



Cobalt
Canyon Gold Project



On
8 September 2008, the Company entered into a letter of intent with Gold Canyon Properties, LLP to examine and possibly acquire
100% of the Cobalt Canyon Gold Project located in Lincoln County, Nevada. The Cobalt Canyon properties are located in the Chief
Mining District of southeastern Nevada. The project includes numerous small underground mines within the Chief District situated
just north of Caliente, Nevada. The project includes 22 unpatented federal lode claims (approximately 363 acres) and an option
to acquire 59 acres in three patented mining claims.



Expenditures
related to the Cobalt Canyon Gold Project for the year ended 30 September 2012 consist of acquisition costs of $Nil (2011 - $Nil).



The
Company wrote off its deferred mineral property costs related to the Gold Canyon Gold Project.



AHB
Claims



On
16 May 2011, the Company entered into an Agreement of Purchase and Sale with Jaime Mayo to acquire 100% of the AHB claims located
in British Columbia, Canada. The AHB Claims consist of 3 claims (approximately 1,006 ha).



The
Company paid $10,000 cash as a deposit and issued 2,000 common shares upon closing (Note 11) and is subject to a 2% NSR (Net Smelter
Royalty). The Company has an option to purchase 1% of the NSR for $1 million and an additional 0.5% of the NSR $500,000.



On
7 February 2012 the Company paid Terracad Geoscience Services $4,040 to restake the claims, which had expired, in the name of
Silverstar Mining Corp.



On
12 June 2012 the Company paid Terracad Geoscience Services $10,000 as a pre-payment against an estimated $15,000 charge to prepare
the National Instrument 43-101 compliant technical report for the Quesnel property, Central British Columbia, Canada. The work
was completed in late July and the Company will be receiving final invoicing for the work in due course.



|6. | Accounts
                                                                                                                                                                                 Payable
                                                                                                                                                                                 and
                                                                                                                                                                                 Accrued
                                                                                                                                                                                 Liabilities
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Accounts
payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.



F-15







|Silverstar
    Mining Corp.                   
|----------------------------------------------
|(A
    Development Stage Company)             
|Notes
    to Consolidated Financial Statements
|(Expressed
    in U.S. Dollars)               
|30
    September 2012                         



|7. | Convertible
                                                                                                                                       Debentures
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Balance
                                                                                                                                                                          at
        30
        September 2012 |  | Balance
                                                                                                                                                                          at
        30
        September 2011
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | $                                                                                                                                                                                                                      |  | $                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                       
|Three
                                                                                     convertible debentures issued to three unrelated
                                                                                     parties bearing interest at a rate of 10%
                                                                                     per annum on any unpaid principle balances,
                                                                                     unsecured, and having no fixed terms of repayment.
                                                                                     The holders of the convertible debentures
                                                                                     have the right to convert any portion of
                                                                                     the unpaid principle and/or accrued interest
                                                                                     into restricted common shares of the Company
                                                                                     at any time within thirty-six months from
                                                                                     the issue date on the basis of $2.50 per
                                                                                     common share for each dollar of principle
                                                                                     and/or interest due and payable. The Company
                                                                                     may repay principal amounts due at any time
                                                                                     without premium or penalty. During the year
                                                                                     ended 30 September 2012, the Company accrued
                                                                                     interest expense of $1,506 (30 September
                                                                                     2011 – $1,500). The balance
                                                                                     as at 30 September 2012 consists of principal
                                                                                     of $15,000 (30 September 2011 – $15,000)
                                                                                     and accrued interest of $5,124 (30 September
                                                                                     2011 – $3,618), respectively.
        
        The
        Company recorded a $15,000 interest expense in relation to amortization of debt discount (Note 13) in the year ended 30,
        September, 2009. |  | 20,124                                                                                                                                                                                                                 |  | 18,618                                                                                                                                                                                                                



|8. | Demand
                                                                                                                                       Loans
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | Balance
                                                                                                                                                        at
        30
        September 2012 |  | Balance
                                                                                                                                                        at
        30
        September 2011
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | $                                                                                                                                                                                                    |  | $                                                                                                                                                                                                   
|A
    demand loan issued to a shareholder bearing interest at a rate of 10% per annum on any unpaid principle balances, unsecured,
    and having no fixed terms of repayment. The Company may repay principal amounts due at any time without premium or penalty.
    In addition, the Company will issue 250 common shares in the Company upon repayment of the loan (Note 14). During the year
    ended 30 September 2012, the Company accrued interest expense of $3,008 (30 September 2011 - $3,096). The balance as at 30
    September 2012 consists of principal of $30,000 (30 September 2011 - $30,000) and accrued interest of $8,693 (30 September
    2011 - $5,685). |  | 38,693                                                                                                                                                                                               |  | 35,685                                                                                                                                                                                              





F-16











|Silverstar
    Mining Corp.                   
|----------------------------------------------
|(A
    Development Stage Company)             
|Notes
    to Consolidated Financial Statements
|(Expressed
    in U.S. Dollars)               
|30
    September 2012                         



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | Balance
                                                                                                                                                                          at
        30
        September 2012 |  | Balance
                                                                                                                                                                          at
        30
        September 2011
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | $                                                                                                                                                                                                                      |  | $                                                                                                                                                                                                                     
|A
    demand loan issued to a shareholder who is also the Company’s sole officer and director bearing interest at a rate of
    10% per annum on any unpaid principle balances, unsecured, and having no fixed terms of repayment. The Company may repay principal
    amounts due at any time without premium or penalty. During the year ended 30 September 2012, the Company accrued interest
    expense of $250 (30 September 2011 - $250). The balance as at 30 September 2012 consists of principal of $2,500 (30 September
    2011 - $2,500) and accrued interest of $595 (30 September 2011 - $345).                                                                    |  | 3,095                                                                                                                                                                                                                  |  | 2,845                                                                                                                                                                                                                 
|During
        the year ended 30 September 2011, the Company accepted a demand loan from a shareholder bearing interest at a rate of
        9% per annum on any unpaid principle balances. The demand loan is unsecured and has no fixed terms of repayment. The Company
        may repay principal amounts due at any time without premium or penalty. During the year ended 30 September 2012, the Company
        accrued interest expense of $1,552 (30 September 2011 – $1,209) (Note 11). The balance as at 30 September
        2012 consists of principal of $17,184 (30 September 2011 – $17,184) and accrued interest of $2,760 (30 September
        2011 – $1,208). |  | 19,944                                                                                                                                                                                                                 |  | 18,392                                                                                                                                                                                                                
|During
        the year ended 30 September 2011, the Company accepted a demand loan from a shareholder bearing interest at a rate of
        9% per annum on any unpaid principle balances. The demand loan is unsecured and has no fixed terms of repayment. The Company
        may repay principal amounts due at any time without premium or penalty. During the year ended 30 September 2012, the Company
        accrued interest expense of $1,444 (30 September 2011 – $978) (Note 11). The balance as at 30 September 2012
        consists of principal of $16,000 (30 September 2011 – $16,000) and accrued interest of $2,422 (30 September 2011
        – $978).     |  | 18,422                                                                                                                                                                                                                 |  | 16,978                                                                                                                                                                                                                



F-17









|Silverstar
    Mining Corp.                   
|----------------------------------------------
|(A
    Development Stage Company)             
|Notes
    to Consolidated Financial Statements
|(Expressed
    in U.S. Dollars)               
|30
    September 2012                         



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | Balance
                                                                                                                                                                          at
        30
        September 2012 |  | Balance
                                                                                                                                                                          at
        30
        September 2011
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|During
    the year ended 30 September 2011, the Company accepted a demand loan from a shareholder bearing interest at a rate of 9% per
    annum on any unpaid principle balances. The demand loan is unsecured and has no fixed terms of repayment. The Company may
    repay principal amounts due at any time without premium or penalty. During the year ended 30 September 2012, the Company accrued
    interest expense of $1,444 (30 September 2011 – $744) (Note 11). The balance as at 30 September 2012 consists of principal
    of $16,000 (30 September 2011 – $16,000) and accrued interest of $2,188 (30 September 2011 – $744).                             |  | 18,188                                                                                                                                                                                                                 |  | 16,744                                                                                                                                                                                                                
|During
        the year ended 30 September 2011, the Company accepted a demand loan from a shareholder bearing interest at a rate of
        9% per annum on any unpaid principle balances. The demand loan is unsecured and has no fixed terms of repayment. The Company
        may repay principal amounts due at any time without premium or penalty. During the year ended 30 September 2012, the Company
        accrued interest expense of $1,264 (30 September 2011 – $207) (Note 11). The balance as at 30 September 2012
        consists of principal of $14,000 (30 September 2011 – $14,000) and accrued interest of $1,471 (30 September 2011
        – $207). |  | 15,471                                                                                                                                                                                                                 |  | 14,207                                                                                                                                                                                                                
|During
        the year ended 30 September 2011, the Company accepted a demand loan from a shareholder bearing interest at a rate of
        9% per annum on any unpaid principle balances. The demand loan is unsecured and has no fixed terms of repayment. The Company
        may repay principal amounts due at any time without premium or penalty. During the year ended 30 September 2012, the Company
        accrued interest expense of $1,444 (30 September 2011 – $110) (Note 11). The balance as at 30 September 2012
        consists of principal of $16,000 (30 September 2011 – $16,000) and accrued interest of $1,554 (30 September 2011
        – $110). |  | 17,554                                                                                                                                                                                                                 |  | 16,110                                                                                                                                                                                                                



F-18







|Silverstar
    Mining Corp.                   
|----------------------------------------------
|(A
    Development Stage Company)             
|Notes
    to Consolidated Financial Statements
|(Expressed
    in U.S. Dollars)               
|30
    September 2012                         





|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | Balance
                                                                                                                                                                          at
        30
        September 2012 |  | Balance
                                                                                                                                                                          at
        30
        September 2011
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|During
        the quarter ended 30 June 2012, the Company accepted a demand loan from a third part bearing interest at a rate of 10%
        per annum on any unpaid principle balances. The demand loan is unsecured and has no fixed terms of repayment. The Company
        may repay principal amounts due at any time without premium or penalty. During the year ended 30 September 2012, the Company
        accrued interest expense of $468 (30 September 2011 – $Nil). The balance as at 30 September 2012 consists
        of principal of $15,000 (30 September 2011 – $Nil) and accrued interest of $468 (30 September 2011 – $Nil). |  | 15,468                                                                                                                                                                                                                 |  | -                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 146,835                                                                                                                                                                                                                |  | 120,961                                                                                                                                                                                                               



|9. | Due
                                                                                                                                       to
                                                                                                                                       Related
                                                                                                                                       Parties
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Amounts
due to related parties are due to individuals or companies controlled by individuals who are shareholders, directors and/or former
directors of the Company.



A
demand loan issued to the Company’s former President (Note 8) bears interest at 10% p.a. and is payable on demand. At 30
September 2012 the balance owing was $0 (30 September 2011 - $2,500);



|10. | Related
                                                                                                            Party Transactions
|--- | --------------------------------------------------------------------------------------------------------------------------------------



On
1 April 2008,the Company has agreed to pay an officer and director of the Company of $6,500 per month for management and
consulting services commencing 1 March 2008 expiring in 30 days upon cancellation notice by either party. The Company paid or
accrued $26,000 to the director for these services during the year ended 30 September 2009. This officer and director of the Company
resigned during the year ended 30 September 2009.



On
1 April 2008,the Company has agreed to pay an officer of the Company of $3,500 per month for management and consulting
services commencing 1 March 2008 expiring in 30 days upon cancellation notice by either party. The Company paid or accrued $17,500
to the officer for these services during the year ended 30 September 2009. This officer of the Company resigned during the year
ended 30 September 2009.



During
the year ended 30 September 2009, the Company paid or accrued $9,000 to a company related to the Company by way of a director
in common for investor relation services.



During
the year ended 30 September 2009, the Company paid or accrued $28,500 to a Company related to the Company by way of a shareholder
in common for accounting services.



F-19







|Silverstar
    Mining Corp.                   
|----------------------------------------------
|(A
    Development Stage Company)             
|Notes
    to Consolidated Financial Statements
|(Expressed
    in U.S. Dollars)               
|30
    September 2012                         





During
the year ended 30 September 2009, the Company paid or accrued $4,500 to a shareholder of the Company for management and consulting
services.



During
the year ended 30 September 2009, an officer and director of the Company made contributions to capital for management fees in
the amount of $22,000 and rent in the amount of $4,500 (Notes 11 and 13).



During
the year ended 30 September 2009, former officer of the Company forgave loans to the Company totaling $39,000. This loan forgiveness
has been recorded as contributions to capital (Notes 11 and 13).



During
the year ended 30 September 2011, an officer and director of the Company made contributions to capital for management fees in
the amount of $18,000 (2010 - $18,000) and rent in the amount of $6,000 (2010 - $6,000) (Notes 11 and 13).



During
the year ended 30 September 2012, an officer and director of the Company made contributions to capital for management fees in
the amount of $18,000 (30 September 2011 - $18,000) and rent in the amount of $6,000 (30 September 2011 - $6,000) (Notes 11 and
13).



|11. | Capital
                                                                                                                                        Stock
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------



Authorized
capital stock consists of 225,000,000 post reverse split common shares with a par value of $0.001 per common share. The total
issued and outstanding capital stock is 169,179 common shares with a par value of $0.001 per common share.



On
7 September 2011 the Company announced effective 22 September 2011, the Company will complete a reverse split with a 1,000 to
1 ratio thereby reducing issued and outstanding capital stock from 42,168,837 common shares with a par value of $0.001 to 42,171
common shares with a par value of $0.001. Unless otherwise noted, all references herein to number of shares, price per share or
weighted average number of shares outstanding have been adjusted to reflect this reverse stock split on a retroactive basis.



On
15 February 2012 the Company approved an increase in authorized capital stock, with the consent of the majority of its shareholders,
from 225,000 post reverse split common shares with a par value of $0.001 to 225,000,000 post reverse split common shares with
a par value of $0.001.



On
3 December 2003, a total of .003 common shares of the Company were issued for cash proceeds of $1.



On
1 January 2006, a total of 30,000 common shares were issued to an officer and director of the Company for cash proceeds of $10,000.



On
1 January 2006, a total of .003 common shares of the Company were redeemed for proceeds of $1. These common shares were cancelled
on the same date.



On
3 May 2007, the Company completed a public offering of securities pursuant to an exemption provided by Rule 504 of Regulation
D, registered in the State of Nevada, and issued 25,500 common shares for total cash proceeds of $85,000.



F-20









|Silverstar
    Mining Corp.                   
|----------------------------------------------
|(A
    Development Stage Company)             
|Notes
    to Consolidated Financial Statements
|(Expressed
    in U.S. Dollars)               
|30
    September 2012                         



On
4 March 2008, the Company affected a three (3) for one (1) forward stock split of all outstanding common shares and a corresponding
forward increase in the Company’s authorized common stock. The effect of the forward split was to increase the number of
the Company’s common shares issued and outstanding from 18,500,000 to 55,500,000 and to increase the Company’s authorized
common shares from 75,000,000 shares par value $0.001 to 225,000,000 shares par value $0.001. The consolidated financial statements
have been retroactively adjusted to reflect this stock split.



On
24 July 2008, the Company issued 4,334 common shares of the Company valued at $650,100 to acquire 100% of the issued and outstanding
common shares of Silverdale (Note 13).



On
24 July 2008, the Company issued 1,000 common shares related to a public offering of securities in error. A total of 500 of these
common shares were returned to treasury and cancelled. A total of 500 of these common shares remain outstanding and the Company
is in the process of obtaining these common shares for return to treasury and cancellation. The Company has placed a trading restriction
on these common shares pending their receipts to treasury and cancellation and has excluded them from total number of common shares
reported as issued and outstanding at 30 September 2009.



On
30 September 2008, a former director and officer of the Company returned to treasury 15,000 common shares of the Company for proceeds
of $Nil. These shares were cancelled during the year ended 30 September 2008 (Note 13).



On
10 October 2008, the Company completed a public offering of securities pursuant to an exemption provided by Rule 504 of Regulation
D, registered in the State of Nevada, and issued 950 common shares for total cash proceeds of $237,500. As noted above on 24 July
2008, the Company issued 1,000 common shares related to this public offering of securities in error. A total of 500 of these common
shares were returned to treasury and cancelled. A total of 500 of these common shares remain outstanding and the Company is in
the process of obtaining these common shares for return to treasury and cancellation. The Company has placed a trading restriction
on these common shares pending their receipts to treasury and cancellation and has excluded them from total number of common shares
reported as issued and outstanding at 30 September 2009.



On
15 January 2009, the Company completed a public offering of securities pursuant to an exemption provided by Rule 504 of Regulation
D, registered in the State of Nevada, and issued 487 common shares for total cash proceeds of $218,176.



During
the year ended 30 September 2009, former directors and officers of the Company returned to treasury 4,100 common shares of the
Company for proceeds of $Nil. These shares were cancelled during the year ended 30 September 2009 (Note 13).



During
the year ended 30 September 2009, an officer and director of the Company made contributions to capital for management fees in
the amount of $18,000 (2008 - $9,000, 2007 - $18,000) and rent in the amount of $4,500 (2008 - $3,000, 2007 - $6,000) (Notes 10
and 13).



F-21







|Silverstar
    Mining Corp.                   
|----------------------------------------------
|(A
    Development Stage Company)             
|Notes
    to Consolidated Financial Statements
|(Expressed
    in U.S. Dollars)               
|30
    September 2012                         





During
the year ended 30 September 2009, former officer of the Company forgave loans to the Company totaling $39,000. This loan forgiveness
has been recorded as contributions to capital (Notes 10 and 13).



On
22 December 2011 the Company completed a public offering of securities pursuant to an exemption provided by Rule 504 of Regulation
D, registered in the State of Nevada, and issued 125,000 common shares for total cash proceeds of $50,000.



On
22 December 2011, the Company issued 2,000 common shares of the Company valued at $320 as part of an Agreement of Purchase and
Sale with Jaime Mayo to acquire 100% of the AHB claims located in British Columbia, Canada. The
AHB Claims consist of 3 claims (approximately 1,006 ha) (Note 5).



During
the year ended 30 September 2012, an officer and director of the Company made contributions to capital for management fees in
the amount of $18,000 and rent in the amount of $6,000.



|12. | Income
                                                                                                                                        Taxes
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------



The
Company has losses carried forward for income tax purposes to 30 September 2012. There are no current or deferred tax expenses
for the period ended 30 September 2012 due to the Company’s loss position. The Company has fully reserved for any benefits
of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income
tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent
on many factors, including the Company’s ability to generate taxable income within the net operating loss carry-forward
period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting
purposes.



The
provision for refundable federal income tax consists of the following:



|                                            |  | For
    the year ended
     30 September  2012 |          |   | For
    the year ended 
    30 September 2011 | 
|------------------------------------------- |  | ---------------------------------------------- | -------- | - | --------------------------------------------- | 
|                                            |  |                                                | $        |   |                                               | 
|                                            |  |                                                |          |   |                                               | 
|Deferred tax asset attributable to:         |  |                                                |          |   |                                               | 
|Current operations                          |  |                                                | 553,665  |   |                                               | 
|Contributions to capital by related parties |  |                                                | (8,160   | ) |                                               | 
|Less: Change in valuation allowance         |  |                                                | (545,505 | ) |                                               | 
|                                            |  |                                                |          |   |                                               | 
|Net refundable amount                       |  |                                                | -        |   |                                               | 



F-22









|Silverstar
    Mining Corp.                   
|----------------------------------------------
|(A
    Development Stage Company)             
|Notes
    to Consolidated Financial Statements
|(Expressed
    in U.S. Dollars)               
|30
    September 2012                         



The
composition of the Company’s deferred tax assets as at 30 September 2012 and 30 September 2011 are as follows:



|                                        |  | As
    at 30 September 2012 |           |   | As
    at 30 September 2011 | 
|--------------------------------------- |  | --------------------------- | --------- | - | --------------------------- | 
|                                        |  | $                           |           |   | $                           | 
|                                        |  |                             |           |   |                             | 
|Income tax operating loss carry-forward |  |                             | 1,628,428 |   |                             | 
|                                        |  |                             |           |   |                             | 
|Statutory federal income tax rate       |  |                             | 34        | % |                             | 
|Contributed rent and services           |  |                             | 0         | % |                             | 
|Effective income tax rate               |  |                             | 34        | % |                             | 
|                                        |  |                             |           |   |                             | 
|Deferred tax assets                     |  |                             | 553,665   |   |                             | 
|Less: Valuation allowance               |  |                             | (553,665  | ) |                             | 
|                                        |  |                             |           |   |                             | 
|Net deferred tax asset                  |  |                             | -         |   |                             | 



The
potential income tax benefit of these losses has been offset by a full valuation allowance.



As
at 30 September 2012, the Company has an unused net operating loss carry-forward balance of approximately $1,628,428 that is available
to offset future taxable income. This unused net operating loss carry-forward balance expires between 2024 and 2030.



|13. | Supplemental
                                                                                                                                        Disclosures
                                                                                                                                        with
                                                                                                                                        Respect
                                                                                                                                        to
                                                                                                                                        Cash
                                                                                                                                        Flows
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



On
24 July 2008, the Company issued 4,334 common shares of the Company valued at $650,100 to acquire 100% of the issued and outstanding
common shares of Silverdale (Note 10).



On
30 September 2008, a former director and officer of the Company returned to treasury 15,000 common shares of the Company for proceeds
of $Nil. These shares were cancelled during the year ended 30 September 2008 (Note 10).



On
30 September 2009, a former directors and officers of the Company returned to treasury 4,100 common shares of the Company for
proceeds of $Nil. These shares were cancelled during the year ended 30 September 2009 (Note 10).



During
the year ended 30 September 2009, an officer and director of the Company made contributions to capital for management fees in
the amount of $22,000 (2008 - $9,000, 2007 - $18,000) and rent in the amount of $4,500 (2008 - $3,000, 2007 - $6,000) (Notes 9
and 10).



During
the year ended 30 September 2009, former officer of the Company forgave loans to the Company totaling $39,000. This loan forgiveness
has been recorded as contributions to capital (Notes 9 and 10).



During
the year ended 30 September 2009, the Company accrued interest of $616 related to the convertible debentures and $15,000 related
to authorization of debt discount (Note 7).



F-23









|Silverstar
    Mining Corp.                   
|----------------------------------------------
|(A
    Development Stage Company)             
|Notes
    to Consolidated Financial Statements
|(Expressed
    in U.S. Dollars)               
|30
    September 2012                         



During
the year ended 30 September 2010, the Company accrued interest of $4,186 related to the convertible debentures (Note 7) and demand
loans and $7,500 related to the issuance of 250 post reverse share issuance liability (Note 8).



On
22 December 2011 the Company completed a public offering of securities pursuant to an exemption provided by Rule 504 of Regulation
D, registered in the State of Nevada, and issued 125,000 common shares for total cash proceeds of $50,000.



On
22 December 2011 the Company issues 2,000 shares in accordance with the terms of the ABH Claims Purchase and Sale Agreement (Note
5) with a value of $320. The valuation was based on the closing price of the shares on 22 December 2011.



During
the year ended 30 September 2012, the Company accrued interest of $12,380 (2011 - $8,094) related to the convertible debentures
(Note 7) and demand loans (Note 8).



During
the year ended 30 September 2012, an officer and director of the Company made contributions to capital for management fees in
the amount of $18,000 (2011 - $18,000, 2010 - $18,000, 2009 - $22,000, 2008 - $9,000, 2007 - $18,000) and rent in the amount of
$6,000 (2011 - $6,000, 2010 - $6,000, 2009 - $4,500, 2008 - $3,000, 2007 - $6,000) (Note 11).



|14. | Commitment
|--- | ----------



The
Company is committed to issue 250 common shares of the Company upon repayment of the shareholder’s demand loan in the amount
of $38,693 as of 30 September 2012 (Note 8).



|15. | Subsequent
                                                                                                                                        Events
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------



On
18 December 2012 the Board of Directors agreed to issue 25,000 common shares to a note holder that was entitled to this amount
of shares based on the terms pursuant to a note payable of $30,000, still outstanding as of 30 September 2012. Note holder was
originally entitled to 250,000 common shares pre 1,000:1 stock split (250 shares post split). This will be accounted for in the
financial statements to reflect an additional 24,750 common shares to be issued.



On
December 27, 2012 the Company entered into a share exchange agreement with Arriba Resources Inc., (“Arriba”), a company
incorporated under the federal laws of Canada, and its shareholders. Pursuant to the terms of the share exchange agreement, we
agreed to acquire all of the issued and outstanding shares of Arriba’s common stock in exchange for the issuance by our
company of 4,179,852 shares of our common stock to the shareholders of Arriba.



F-24







Item
9.   Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.



Not
applicable.



Item 9A.
Controls and Procedures



Evaluation
of Disclosure Controls and Procedures



The
Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2012.
Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2012,
the Company’s disclosure controls and procedures were not effective. This conclusion by the Company’s Chief Executive
Officer and Chief Financial Officer does not relate to reporting periods after September 30, 2012.



Management’s
Report on Internal Control Over Financial Reporting



Under
the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer,
we conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2012 based
on the framework stated by the Committee of Sponsoring Organizations of the Treadway Commission. Furthermore, due to our financial
situation, we will be implementing further internal controls as we become operative so as to fully comply with the standards set
by the Committee of Sponsoring Organizations of the Treadway Commission.



Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is
defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes,
in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over
financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.



Based
on its evaluation as of September 30, 2012, our management concluded that our internal controls over financial reporting were
not effective as of September 30, 2012. A material weakness is a deficiency, or a combination of control deficiencies, in internal
control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s
annual or interim financial statements will not be prevented or detected on a timely basis.



The
material weakness relates to the following:



1.
Accounting and Finance Personnel Weaknesses – Our current accounting staff is relatively small and we do not
have the required infrastructure of meeting the higher demands of being a U.S. public company. This material weakness also relates
to a lack of personnel with expertise in preparing financial statements in accordance with U.S. GAAP, in addition to the small
size of the staff.



2.
Lack of Internal Audit Function – We lack sufficient resources to perform the internal audit function.



In
order to mitigate these material weaknesses to the fullest extent possible, all work of the CFO is reviewed by the CEO. All unexpected
results are investigated. At any time, if it appears that any control can be implemented to continue to mitigate such weaknesses,
it will be immediately implemented. The Company continues to study the implementation of additional internal controls over accounting
and financial reporting.



This
annual report does not include an attestation report of the Company s registered public accounting firm regarding internal control
over financial reporting. Management s report was not subject to attestation by our registered public accounting firm pursuant
to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.



Changes
in Internal Control Over Financial Reporting



No
change in the Company’s internal control over financial reporting occurred during the quarter ended September 30, 2012,
that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.



Item 9B.
Other Information



None.



PART
III



Item
10. Directors, Executive Officers and Corporate Governance.



The
following information sets forth the names of our officers and directors, their present positions, and some brief information
about their background.



|Name:             | Position:                                 | Held
    Since:  
|----------------- | ----------------------------------------- | -----------------
|                  |                                           |                  
|Neil
    Kleinman | CEO/PRES/SECRETARY/TREASURER
    DIRECTOR | October,
    2010



24







Neil Kleinman
has been an Officer and Director of Silverstar Mining and its affiliates since 2010 and has been in the financial industry for
more than 22 years. Mr. Kleinman currently consults for a Family Office that specializes in private
placements for publicly listed companies on various global exchanges. Prior to this he was VP of Corporate Development for Webair
Internet Development Corp since June 2011.Prior to Webair, he provided advisory and corporate finance solutions with the
investment banking team of Cresta Capital Strategies, LLC. Mr. Kleinman joined Cresta in March 2010. Prior to joining Cresta,
Mr. Kleinman served as Executive Vice President and Treasurer of Interfor, Inc. from November 2009 to March 2010. Interfor specializes
in investigations for corporations, law firms and financial institutions. From June 2009 through November 2009 he served as Head
of Investment Banking for Adams & Peck LLC in Greenwich, Connecticut and Advisor to their asset-based lending fund, Genesis
Merchant Partners LP. From December 2007 through June 2009, he ran a boutique advisory firm, Rosepost Advisors, providing corporate
finance solutions for middle market growth companies. From September 2003 to November 2007, he was Director of Business Development
for the Laurus Funds where he originated, processed, structured and closed transactions. Prior to Laurus, Neil was with Bloomberg,
LP where he covered the Chicago territory and their diverse community of investment professionals to maximize returns using the
Bloomberg Professional Service. Prior to this, he served as a Registered Representative and Principal for boutique and wire house
brokerage firms for 10 years.



Mr.
Kleinman graduated from the Pennsylvania State University with his Bachelor of Science in Accounting.





Penalties
or Sanctions



To
the best of our knowledge, none of our directors, officers or stockholders holding a sufficient number of securities to affect
materially the control of the Company, has been subject to any penalties or sanctions imposed by a court relating to securities
legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority
or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important
to a reasonable investor making an investment decision.



Personal
Bankruptcies



To
the best of our knowledge, none of our directors, officers or stockholders holding a sufficient number of securities to affect
materially the control of the Company, nor any personal holding company of any such person has, within the last ten years become
bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings,
arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that
person.



Compensation
of Directors



Our
directors do not receive cash compensation for their services as directors.



Terms
of Office



Our
directors are appointed for one-year terms to hold office or until the next annual general meeting of the holders of our common
stock or until removed from office in accordance with our by-laws.



Family
Relationships



There
are no family relationships among our directors and/or officers.



Section 16(a)
Beneficial Ownership Reporting Compliance



For
companies registered pursuant to section 12(g) of the Exchange Act, Section 16(a) of the Exchange Act requires our executive
officers and directors, and persons who beneficially own more than ten percent of our equity securities, to file reports
of ownership and changes in ownership with the SEC. Officers, directors and greater than ten percent stockholders are required
by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge,
for the fiscal year ended September 30, 2012, based solely on a review of the copies of reports furnished to us and written representations
that no other reports were required, Section 16(a) filing requirements applicable to our officers, directors and greater
than ten percent beneficial owners were complied with on a timely basis for the period which this report relates.



25







Corporate
Governance



We
do not have an independent Board of Directors. We do not have an audit committee, compensation committee or nominating committee.
As our operations expand, we hope to name additional members to our Board of Directors. We do not have sufficient funds to secure
officer and directors insurance and we do not believe that we will be able to retain an independent Board of Directors in the
immediate future.



Code
of Ethics



We
adopted a Code of Ethics applicable to all of our directors, officers, employees and consultants, which is a “code of ethics”
as defined by applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to our annual report on Form 10-KSB filed
on December 29, 2008. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive
amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our chief executive officer,
chief financial officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective
date and to whom it applies in a Current Report on Form 8-K filed with the SEC.



Item
11. Executive Compensation.



The
following table discloses compensation paid during the fiscal years ended September 30, 2011 and 2012 to the Company’s Officers
and the most highly compensated executive officer whose total compensation exceeded $100,000 for the fiscal year ended September
30, 2011 and 2012 (Collectively, the “Named Executive Officers”). No restricted stock awards, long-term incentive
plan payouts or other types of compensation, other than the compensation identified in the table below, were paid to the Named
Executive Officers during these fiscal years.





|Name and Principal Position     |  | Year |      |  | Salary
    ($) |   |   | Bonus
     ($) |  |  | Stock
    Awards ($) |  |  | Option
     Awards  ($) |     |  | Total
     ($) | 
|------------------------------- |  | ---- | ---- |  | -------------- | - | - | -------------- |  |  | -------------------- |  |  | ----------------------- | --- |  | -------------- | 
|Mr. Lawrence Siccia, former CEO |  |      | 2011 |  |                | $ | 0 |                |  |  | -0-                  |  |  |                         | -0- |  |                | 
|                                |  |      | 2010 |  |                | $ | 0 |                |  |  | -0-                  |  |  |                         | -0- |  |                | 
|                                |  |      |      |  |                |   |   |                |  |  |                      |  |  |                         |     |  |                | 
|Mr. Neil Kleinman CEO           |  |      | 2012 |  |                | $ | 0 |                |  |  | -0-                  |  |  |                         | -0- |  |                | 
|                                |  |      | 2011 |  |                | $ | 0 |                |  |  | -0-                  |  |  |                         | -0- |  |                | 





*Neil
Kleinman was elected as our sole officer and director in October 2010.



Stock
Options Granted/Exercised in Last Year



The
Company has never issued any stock options.



Aggregated
Option Exercises in Last Fiscal Year and Fiscal Year-End Values



None.



Outstanding
Equity Awards at Fiscal Year End



No
equity awards were outstanding as of the year ended September 30, 2012.



26







Compensation
of Directors



We
reimburse our directors for expenses incurred in connection with attending board meetings. We have not paid any director’s
fees or other cash compensation for services rendered as a director since our inception to September 30, 2012.



We
have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are
expected in the future to receive stock options to purchase common shares as awarded by our board of directors. Directors are
entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings
of our board of directors. No director received and/or accrued any compensation for their services as a director, including committee
participation and/or special assignments.



|Item 12. | Security
    Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|-------- | ---------------------------------------------------------------------------------------------------



The
following table sets forth certain information as of September 30, 2012 respect to the beneficial ownership of the Company’s
Common Stock by: (i) all persons known by the Company to be beneficial owners of more than 5% of the Company’s Common Stock,
(ii) each current officer and director and Named Executive Officer, and (iii) by all executive officers and directors as a group.



|Name and Address of Beneficial Owner                           |  | Amount and Nature of 
    Beneficial Ownership |         |   | Percentageof Class(1) | 
|-------------------------------------------------------------- |  | ---------------------------------------------- | ------- | - | --------------------- | 
|Larry Frick, Jr. 478 Commonwealth Rd. Mount Pleasant, SC 29466 |  |                                                | 125,000 | * |                       | 
|                                                               |  |                                                |         |   |                       | 
|Neil Kleinman 25315 60th Avenue, Little Neck, NY 11362         |  |                                                | 5,000   | * |                       | 
|                                                               |  |                                                |         |   |                       | 
|Directors and Executive Officers as a Group                    |  |                                                | 130,000 | * |                       | 



*Reflects
a reverse split of the Company’s common stock effective September 21, 2011



| | (1) | Under
    Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement,
    understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct
    the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares.
    Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to
    vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person
    has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information
    is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the
    amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result,
    the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s
    actual ownership or voting power with respect to the number of shares of common stock actually outstanding on September 30,
    2012. As of September 30, 2012, there were 169,179 shares of our company’s common stock issued and outstanding.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



27







Change
in Control



On
November 29, 2011 the Company’s Board of Directors approved the sale of 125,000 units of the Company’s securities
to Larry Frick. The Units were offered at a price of $0.40 per unit for a total investment of $50,000. Each unit consisted of
one share of common stock and one common stock purchase warrant. The warrants are exercisable at $0.70 per share. The warrant
term is two years. The warrant(s) cannot be exercised for a period of six months following the date of issuance.



The
Company relied upon the exemptive provisions of Section 4(2) of the Securities Act in issuing the securities.



With
the issuance of the 125,000 shares of common stock, the Company will have 169,179 shares of common stock issued and outstanding.
As a result, Mr. Frick is our principal shareholder owning approximately 73.8% of the Company’s issued and outstanding shares
of common stock.



Item
13. Certain Relationships and Related Transactions and Director Independence.



Except
as described below, none of the following persons has any direct or indirect material interest in any transaction to which we
are a party during the past two years, or in any proposed transaction to which the Company is proposed to be a party:



| | A. | any
                                                                                                                                                                                                                                                                                 director
                                                                                                                                                                                                                                                                                 or
                                                                                                                                                                                                                                                                                 officer;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | B. | any
                                                                                                                                                                                                                                                                                 proposed
                                                                                                                                                                                                                                                                                 nominee
                                                                                                                                                                                                                                                                                 for
                                                                                                                                                                                                                                                                                 election
                                                                                                                                                                                                                                                                                 as
                                                                                                                                                                                                                                                                                 a
                                                                                                                                                                                                                                                                                 director;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | C. | any
                                                                                                                                                                                                                                                                                 person
                                                                                                                                                                                                                                                                                 who
                                                                                                                                                                                                                                                                                 beneficially
                                                                                                                                                                                                                                                                                 owns,
                                                                                                                                                                                                                                                                                 directly
                                                                                                                                                                                                                                                                                 or
                                                                                                                                                                                                                                                                                 indirectly,
                                                                                                                                                                                                                                                                                 shares
                                                                                                                                                                                                                                                                                 carrying
                                                                                                                                                                                                                                                                                 more
                                                                                                                                                                                                                                                                                 than
                                                                                                                                                                                                                                                                                 5%
                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                                                                 voting
                                                                                                                                                                                                                                                                                 rights
                                                                                                                                                                                                                                                                                 attached
                                                                                                                                                                                                                                                                                 to
                                                                                                                                                                                                                                                                                 our
                                                                                                                                                                                                                                                                                 common
                                                                                                                                                                                                                                                                                 stock;
                                                                                                                                                                                                                                                                                 or
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | D. | any
                                                                                                                                                                                                                                                                                 relative
                                                                                                                                                                                                                                                                                 or
                                                                                                                                                                                                                                                                                 spouse
                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                 any
                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                                                                 foregoing
                                                                                                                                                                                                                                                                                 persons,
                                                                                                                                                                                                                                                                                 or
                                                                                                                                                                                                                                                                                 any
                                                                                                                                                                                                                                                                                 relative
                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                 such
                                                                                                                                                                                                                                                                                 spouse,
                                                                                                                                                                                                                                                                                 who
                                                                                                                                                                                                                                                                                 has
                                                                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                                                                 same
                                                                                                                                                                                                                                                                                 house
                                                                                                                                                                                                                                                                                 as
                                                                                                                                                                                                                                                                                 such
                                                                                                                                                                                                                                                                                 person
                                                                                                                                                                                                                                                                                 or
                                                                                                                                                                                                                                                                                 who
                                                                                                                                                                                                                                                                                 is
                                                                                                                                                                                                                                                                                 a
                                                                                                                                                                                                                                                                                 director
                                                                                                                                                                                                                                                                                 or
                                                                                                                                                                                                                                                                                 officer
                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                 any
                                                                                                                                                                                                                                                                                 parent
                                                                                                                                                                                                                                                                                 or
                                                                                                                                                                                                                                                                                 subsidiary.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item
14. Principal Accounting Fees and Services.



AUDIT
FEES. The aggregate fees billed for professional services rendered was $12,500 and $12,500 for the audit of our annual financial
statements for the fiscal years ended September 30, 2012 and 2011 respectively, and $6,900 and $10,000 for the reviews of the
financial statements included in our Forms 10-Q for the fiscal years ended September 30, 2012 and 2011 respectively.



AUDIT-RELATED
FEES. The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant
that are reasonably related to the performance of the audit or review of our financial statements and not reported under the caption
“Audit Fee.” There were no such fees billed for the fiscal year ended September 30, 2011 and 2012.



TAX
FEES. No fees were billed in each of the last two fiscal years for professional services rendered by the principal accountant
for tax compliance, tax advice and tax planning services.



ALL
OTHER FEES. Other than the services described above, there were no other services provided by our principal accountants for the
fiscal years ended September 30, 2011 and 2012.



We
do not have an audit committee. Therefore, our entire Board of Directors (the “Board”) serves in the capacity of the
audit committee. In discharging its oversight responsibility as to the audit process, our Board obtained from the independent
auditors a formal written statement describing all relationships between the auditors and us that might bear on the auditors’
independence as required by Independence Standards Board Standard No. 1,“Independence Discussions with Audit Committees.”



28







Our
Board discussed with the auditors any relationships that may impact their objectivity and independence, including fees for non-audit
services, and satisfied itself as to the auditors’ independence. The Board also discussed with management and the independent
auditors the quality and adequacy of its internal controls. The Board reviewed with the independent auditors their management
letter on internal controls.



Our
Board discussed and reviewed with the independent auditors all matters required to be discussed by auditing standards generally
accepted in the United States of America, including those described in Statement on Auditing Standards No. 61, as amended, “Communication
with Audit Committees”. Our entire Board, acting in the capacity of the audit committee reviewed the audited financial statements
of the Company as of and for the year ended September 30, 2012 and 2011 with the independent auditors. Management has the responsibility
for the preparation of the Company’s financial statements and the independent auditors have the responsibility for the examination
of those statements. Based on the above-mentioned review and discussions with the independent auditors our Board of Directors
approved the Company’s audited consolidated financial statements and recommended that they be included in its Annual Report
on Form 10-K for the year ended September 30, 2010, for filing with the Securities and Exchange Commission.



PART
IV



Item
15. Exhibits, Financial Statement Schedules.



|          | Index
    to Exhibits                                                                                    
|--------- | ---------------------------------------------------------------------------------------------------------
|          |                                                                                                          
|31.1      | Certificate
    of the Chief Executive Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002*   
|          |                                                                                                          
|31.2      | Certificate
    of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*    
|          |                                                                                                          
|32
    .1 | Certificate
    of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|          |                                                                                                          
|32
    .2 | Certificate
    of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*



*
Filed herewith.



29







SIGNATURES



In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



Silverstar,
Inc.



Date:
April 22, 2013



|By: | /s/
    Neil Kleinman | 
|--- | --------------------- | 
|    | Neil
    Kleinman     | 
|    | CEO/President         | 



30