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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2008

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

For the transition period from
[           ] to
[           ]

Commission file number 333-140299

SILVERSTAR MINING CORP.(Name of small business issuer in its charter)

|Nevada                                           | N/A                                 
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|621 Bank Street, Wallace, Idaho                  | 83873                               
|(Address of principal executive offices)         | (Zip Code)                          

Issuer's telephone number (604) 960-0535

Securities registered pursuant to Section 12(b) of the Act:

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Nil                 | Nil                                      

Securities registered pursuant to Section 12(g) of the Act:

Common Shares, par value $0.001(Title of class)

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

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and no
disclosure will 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-KSB or any amendment to this Form 10-KSB. Yes
[X]    No [   ]

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

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State issuer's revenues for its most recent fiscal year: $Nil

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked prices of such
common equity, as of a specified date within 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act.)

Note: If determining whether a person is an affiliate will
involve an unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates on the basis
of reasonable assumptions, if the assumptions are stated.

31,384,000 common shares @ $0.45 (1) = $14,122,800

(1) Closing prices on December 22, 2008.

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: 44,584,000
shares of common stock as at December 22, 2008

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TABLE OF CONTENTS

|ITEM 1:DESCRIPTION OF BUSINESS                                                                    | 4 
|------------------------------------------------------------------------------------------------- | --
|                                                                                                  |   
|ITEM 2:DESCRIPTION OF PROPERTY                                                                    | 10
|                                                                                                  |   
|ITEM 3: LEGAL PROCEEDINGS                                                                         | 11
|                                                                                                  |   
|ITEM 4:SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                        | 11
|                                                                                                  |   
|ITEM 5:MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                                   | 11
|                                                                                                  |   
|ITEM 6:MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION                            | 12
|                                                                                                  |   
|ITEM 7:FINANCIAL STATEMENTS                                                                       | 20
|                                                                                                  |   
|ITEM 8:CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
      ACCOUNTING AND FINANCIAL DISCLOSURE | 12
|                                                                                                  |   
|ITEM 8A(T):CONTROLS AND PROCEDURES                                                                | 12
|                                                                                                  |   
|ITEM 8B:OTHER INFORMATION                                                                         | 13
|                                                                                                  |   
|ITEM 9:DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
      PERSONS                         | 13
|                                                                                                  |   
|ITEM 10:EXECUTIVE COMPENSATION                                                                    | 18
|                                                                                                  |   
|ITEM 12:CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
      DIRECTOR INDEPENDENCE           | 22
|                                                                                                  |   
|ITEM 13:EXHIBITS AND REPORTS                                                                      | 24
|                                                                                                  |   
|ITEM 14:PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                    | 25
|                                                                                                  |   
|SIGNATURES                                                                                        | 27

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PART I

ITEM 1: DESCRIPTION OF BUSINESS

FORWARD LOOKING STATEMENTS

This annual report contains forward-looking statements. These
statements relate to future events or our future results of operation or future
financial performance. In some cases, you can identify forward-looking
statements by terminology such as may, should, intends, expects,
plans, anticipates, believes, estimates, predicts, potential, or
continue or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
Risk Factors which may cause our or our industrys actual results, levels of
activity or performance to be materially different from any future results,
levels of activity or performance expressed or implied by these forward-looking
statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity or performance. You should not place undue reliance on these
statements, which speak only as of the date that they were made. These
cautionary statements should be considered with any written or oral
forward-looking statements that we may issue in the future. Except as required
by applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to reflect actual results, later events or circumstances or to
reflect the occurrence of unanticipated events.

In this report, unless otherwise specified, all dollar amounts
are expressed in United States dollars and all references to common shares
refer to the shares of common stock in our capital stock.

As used in this annual report and unless otherwise indicated,
the terms "we", "us", "our", Company, and Silverstar mean Silverstar Mining
Corp., a Nevada corporation, unless otherwise indicated and the term
Silverdale means Silverdale Mining Corp., our wholly owned subsidiary.

Corporate Overview

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..

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.

Effective 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, effective 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.

Under the terms of the joint venture agreement, we have agreed
to share equally in the production and further development and exploration of
the property.

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

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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.

The acquisition contemplated by the letter of intent is subject to the fulfillment of certain conditions precedent, due diligence and the negotiation of a definitive agreement.

Due to the implementation of British Columbia Instrument 51-509 on September 30, 2008 by the British Columbia Securities Commission, we have been deemed to be a British Columbia based reporting issuer. As such, we are required to file certain
information and documents at www.sedar.com

Current Business

We are an exploration stage mining company engaged in the exploration of minerals on properties located in Idaho and Nevada.

Our current operational focus is to conduct exploration activities on our Rose Load Claim, complete the mineral property option agreement and joint venture agreement held by our subsidiary, Silverdale Mining Corp and to enter into a definitive
agreement with Gold Canyon Partners, LLP to acquire the Cobalt Canyon Gold Project.

Rose Prospect Lode Mining Claim

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.

The Rose Lode Claim is located in the Goodsprings (Yellow Pine) Mining District situated within the southwestern comer of the State of Nevada, U.S.A. The Rose Lode Claim covers some former exploratory workings on a mineral showing.

The Yellow Pine Mining District is located in the area of the Spring Mountains of southern Nevada. Although less famous than many of the other mining districts of the Great Basin it nevertheless ranks second only to Tonopah in total Nevada lead and
zinc production. During World War I this district was one of the most productive in the West, but by the end of World War II only a few mines remained in operation. The region is known for its historic production of lead, zinc, silver and gold.

The Rose Lode Claim is underlain by the Mississippian Monte Cristo Limestone Formation with the mineralization possibly comprised of copper minerals hosted by a breccia zone which may be up to 200 feet wide within the Anchor Limestone Member.

Mineral Property Option Agreement between our Company and Chuck Stein

On September 14, 2007, our wholly owned subsidiary, Silverdale Mining Corp. entered into a mineral property option agreement with Chuck Stein to acquire an undivided 100% right, tile and interest in eight unpatented mining claims described as the
Corby, Cory FR, Walker, Linda, Eddie, Smokey, Dorian and Valerine claims which are located near Pinehurst, Shoshone County, Idaho.

In order to exercise this option we have agreed, over a period of four years, to make a total cash payment of $1,000,000, issue a total of 1,000,000 restricted shares of our common stock and conduct exploration expenditures of $1,000,000 on
the claims.

To date, we have paid $50,000 and the mineral property option agreement remains in good standing.

Mineral Property Joint Venture Agreement between our Company and New Jersey Mining Company

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On March 1, 2008, 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 property commonly known as the Silver Strand mine, located in
Kootenai County, Idaho.

In order to exercise this Joint Venture Agreement we have agreed to pay NJMC $500,000 and agreed to reimburse NJMC $60,000 being 50% of the current reclamation bond held by the U.S. Forest Service. We have also agreed to issue 50,000 shares
of our common stock to NJMC. The NJMC will be the operator of the mine and will also mill the ore at its mineral processing plant in Kellogg, Idaho and market saleable products on behalf of the Joint Venture. Operating costs and revenues will be
shared by the Joint Venture partners on an equal (50:50) basis with no add-ons for corporate general and administrative costs. To date, we have paid $270,000.

Cobalt Canyon Gold Project

On September 8, 2008, we 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 (approx. 363 acres) and an option to acquire 59 acres in three patented
  mining claims. Our company and Gold Canyon Properties, LLP are determining the
  terms related to this letter of intent. To date we have paid $15,000.

Competition

We are a mineral resource exploration company. We compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have
greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development
of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and
interest to prospective investors who may finance additional exploration. This competition could adversely impact on our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.

Compliance with Government Regulation

We are committed to complying with and are, to our knowledge, in compliance with, all governmental and environmental regulations applicable to our company and our properties. Permits from a variety of regulatory authorities are required for many
aspects of mine operation and reclamation. We cannot predict the extent to which these requirements will affect our company or our properties if we identify the existence of minerals in commercially exploitable quantities. In addition, future
legislation and regulation could cause additional expense, capital expenditure, restrictions and delays in the exploration of our properties.

Research and Development Expenditures

We have incurred $Nil in research and development expenditures over the last fiscal year.

Employees

Currently, we do not have any employees. Our directors and certain contracted individuals play an important role in the running of our company. We do not expect any material changes in the number of employees over the next 12 month period. We do and
will continue to outsource contract employment as needed.

We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our exploration programs.

Subsidiaries

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We do not have any subsidiaries other than Silverdale Mining
Corp.

Intellectual Property

We do not own, either legally or beneficially, any patent or
trademark.

RISK FACTORS

Our business operations are subject to a number of risks and
uncertainties, including, but not limited to those set forth below:

Risks Associated With Mining

All of our properties are in the exploration stage. There is
no assurance that we can establish the existence of any mineral resource on any
of our properties in commercially exploitable quantities. Until we can do so, we
cannot earn any revenues from operations and if we do not do so we will lose all
of the funds that we expend on exploration. If we do not discover any mineral
resource in a commercially exploitable quantity, our business could fail.

Despite exploration work on our mineral properties, we have not
established that any of them contain any mineral reserve, nor can there be any
assurance that we will be able to do so. If we do not, our business could
fail.

A mineral reserve is defined by the Securities and Exchange
Commission in its Industry Guide 7 (which can be viewed over the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as
that part of a mineral deposit which could be economically and legally extracted
or produced at the time of the reserve determination. The probability of an
individual prospect ever having a "reserve" that meets the requirements of the
Securities and Exchange Commission's Industry Guide 7 is extremely remote; in
all probability our mineral resource property does not contain any 'reserve' and
any funds that we spend on exploration will probably be lost.

Even if we do eventually discover a mineral reserve on one or
more of our properties, there can be no assurance that we will be able to
develop our properties into producing mines and extract those resources. Both
mineral exploration and development involve a high degree of risk and few
properties which are explored are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will
depend on a number of factors including, by way of example, the size, grade and
other attributes of the mineral deposit, the proximity of the resource to
infrastructure such as a smelter, roads and a point for shipping, government
regulation and market prices. Most of these factors will be beyond our control,
and any of them could increase costs and make extraction of any identified
mineral resource unprofitable.

Mineral operations are subject to applicable law and
government regulation. Even if we discover a mineral resource in a commercially
exploitable quantity, these laws and regulations could restrict or prohibit the
exploitation of that mineral resource. If we cannot exploit any mineral resource
that we might discover on our properties, our business may fail.

Both mineral exploration and extraction require permits from
various foreign, federal, state, provincial and local governmental authorities
and are governed by laws and regulations, including those with respect to
prospecting, mine development, mineral production, transport, export, taxation,
labour 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 obtain or maintain any of the permits required
for the continued exploration of our mineral properties or for the construction
and operation of a mine on our properties at economically viable costs. If we
cannot accomplish these objectives, our business could fail.

We believe that we are in compliance with all material laws and
regulations that currently apply to our activities but there can be no assurance
that we can continue to remain in compliance. Current laws and regulations could
be amended and we might not be able to comply with them, as amended. Further,
there can be no assurance that we will be able to obtain or maintain all permits
necessary for our future operations, or that we will be able to obtain them on
reasonable terms. To the extent such approvals are required and are not
obtained, we may be delayed or prohibited from proceeding with planned
exploration or development of our mineral properties.

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If we establish the existence of a mineral resource on any of our properties in a commercially exploitable quantity, we will require additional capital in order to develop the property into a producing mine. If we cannot raise this additional
capital, we will not be able to exploit the resource, and our business could fail.

If we do discover mineral resources in commercially exploitable quantities on any of our properties, we will be required to expend substantial sums of money to establish the extent of the resource, develop processes to extract it and develop
extraction and processing facilities and infrastructure. Although we may derive substantial benefits from the discovery of a major deposit, there can be no assurance that such a resource will be large enough to justify commercial operations, nor can
there be any assurance that we will be able to raise the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail.

Mineral exploration and development is subject to extraordinary operating risks. We do not currently insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which would have an adverse
impact on our company.

Mineral exploration, development and production involves many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Our operations will be subject to all the hazards and risks inherent in the
exploration for mineral resources and, if we discover a mineral resource in commercially exploitable quantity, our operations could be subject to all of the hazards and risks inherent in the development and production of resources, including
liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. We do not
currently maintain any insurance coverage against these operating hazards. The payment of any liabilities that arise from any such occurrence would have a material adverse impact on our company.

Mineral prices are subject to dramatic and unpredictable fluctuations.

We expect to derive revenues, if any, either from the sale of our mineral resource properties or from the extraction and sale of precious and base metals such as gold, silver and copper. The price of those commodities has fluctuated widely in recent
years, and is affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative
activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of base and precious metals, and therefore the economic viability of any of our
exploration properties and projects, cannot accurately be predicted.

The mining industry is highly competitive and there is no assurance that we will continue to be successful in acquiring mineral claims. If we cannot continue to acquire properties to explore for mineral resources, we may be required to reduce or
cease operations.

The mineral exploration, development, and production industry is largely un-integrated. We compete with other exploration companies looking for mineral resource properties. While we compete with other exploration companies in the effort to locate
and acquire mineral resource properties, we will not compete with them for the removal or sales of mineral products from our properties if we should eventually discover the presence of them in quantities sufficient to make production economically
feasible. Readily available markets exist worldwide for the sale of mineral products. Therefore, we will likely be able to sell any mineral products that we identify and produce.

In identifying and acquiring mineral resource properties, we compete with many companies possessing greater financial resources and technical facilities. This competition could adversely affect our ability to acquire suitable prospects for
exploration in the future. Accordingly, there can be no assurance that we will acquire any interest in additional mineral resource properties that might yield reserves or result in commercial mining operations.

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Risks Related To Our Company

We have a limited operating history on which to base an evaluation of our business and prospects.

We have been in the business of exploring mineral resource properties since February 2006 and we have not yet located any mineral reserve. As a result, we have never had any revenues from our operations. In addition, our operating history has been
restricted to the acquisition and exploration of our mineral properties and this does not provide a meaningful basis for an evaluation of our prospects if we ever determine that we have a mineral reserve and commence the construction and operation
of a mine. We have no way to evaluate the likelihood of whether our mineral properties contain any mineral reserve or, if they do that we will be able to build or operate a mine successfully. We anticipate that we will continue to incur operating
costs without realizing any revenues during the period when we are exploring our properties. We therefore expect to continue to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues
from mining operations and any dispositions of our properties, we will not be able to earn profits or continue operations. At this early stage of our operation, we also expect to face the risks, uncertainties, expenses and difficulties frequently
encountered by companies at the start up stage of their business development. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial
condition. There is no history upon which to base any assumption as to the likelihood that we will prove successful and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable
operations.

The fact that we have not earned any operating revenues since our incorporation raises substantial doubt about our ability to continue to explore our mineral properties as a going concern.

We have not generated any revenue from operations since our
  incorporation and we anticipate that we will continue to incur operating expenses
  without revenues unless and until we are able to identify a mineral resource
  in a commercially exploitable quantity on one or more of our mineral properties
  and we build and operate a mine. We had cash and cash equivalents in the amount
  of $89,819 as of September 30, 2008. At September 30, 2008, we had a working
  capital surplus of $44,997. We incurred a net loss of $263,596 for our
  year ended September 30, 2008 and $369,103 since inception. We estimate
  our average monthly operating expenses to be approximately $80,000 to $100,000,
  including mineral property costs, management services and administrative costs.
  Should the results of our planned exploration require us to increase our current
  operating budget, we may have to raise additional funds to meet our currently
  budgeted operating requirements for the next 12 months. As we cannot assure
  a lender that we will be able to successfully explore and develop our mineral
  properties, we will probably find it difficult to raise debt financing from
  traditional lending sources. We have traditionally raised our operating capital
  from sales of equity and debt securities, but there can be no assurance that
  we will continue to be able to do so. If we cannot raise the money that we need
  to continue exploration of our mineral properties, we may be forced to delay,
  scale back, or eliminate our exploration activities. If any of these were to
  occur, there is a substantial risk that our business would fail.

These circumstances lead our independent registered public accounting firm, in their report dated November, 30, 2008, to comment about our companys ability to continue as a going concern. Management has plans to seek additional capital through
a private placement and public offering of its capital stock. These conditions raise substantial doubt about our companys ability to continue as a going concern. Although there are no assurances that managements plans will be realized,
management believes that our company will be able to continue operations in the future. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event our company cannot continue in existence. We continue to experience net operating losses.

Risks Associated with Our Common Stock

Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many
factors that may have little to do with our operations or business prospects. This volatility could depress the market price of

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our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a
quotation system like NASDAQ or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of their shares.

Our stock is a penny stock. Trading of our stock may be restricted by the SECs penny stock regulations and FINRAs sales practice requirements, which may limit a stockholders ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines penny stock to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers
and accredited investors. The term accredited investor refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customers account. The bid and offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customers confirmation. In addition, the penny stock rules require that prior to
a transaction in a penny stock not otherwise exempt from these 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 level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the
ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

In addition to the penny stock rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must
have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information
about the customers financial status, tax status, investment objectives and other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative
low-priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority  requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit
your ability to buy and sell our stock.

Other Risks

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that
might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.

ITEM 2: DESCRIPTION OF PROPERTY

Executive Offices

Our principal office is located at 621 Bank Street, Wallace, Idaho  83873. This office space is being provided to us by one of our directors at no cost to our company.  We believe that the condition of our
principal office is satisfactory, suitable and adequate for our current needs.

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Mineral Properties

As of the date of this annual report on Form 10-KSB, we hold
the following properties: Rose Prospect, option to acquire eight unpatented
mining claims described as the Corby, Cory FR, Walker, Linda, Eddie,
Smokey, Dorian and Valerine claims, an option to acquire a 50% joint
venture interest in the Silver Strand mine and a letter of intent to acquire the
Cobalt Canyon Gold Project. For detail descriptions of these properties, please
see the section entitled Business above.

ITEM 3: LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial stockholder,
is an adverse party or has a material interest adverse to our interest. The
outcome of open unresolved legal proceedings is presently indeterminable. Any
settlement resulting from resolution of these contingencies will be accounted
for in the period of settlement. We do not believe the potential outcome from
these legal proceedings will significantly impact our financial position,
operations or cash flows.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters have been submitted during the fourth quarter of our
fiscal year covered by this report to a vote by our security holders.

PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

Market Information

Our shares of common stock are currently trading on the OTC
Bulletin Board under the Symbol SLVM.OB. 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.OB.

The following table reflects the high and low bid information
for our common stock obtained from Stockwatch and reflects inter-dealer prices,
without retail mark-up, markdown or commission, and may not necessarily
represent actual transactions.

The high and low bid prices of our common stock for the periods
indicated below are as follows:

National Association of Securities Dealers OTC Bulletin BoardQuarter Ended(1)
      High
      LowSeptember 30, 2008
      $0.85
      $0.60June 30, 2008
      $0.75
      $0.60March 31, 2008
      N/A
      N/ADecember 31, 2007(1)
      N/A
      N/A


(1) Our stock was listed for trading
on October 18, 2007, the first trade did not occur until June 23, 2008.

On December 17, 2008, the closing price for the common stock as
reported by the quotation service operated by the OTC Bulletin Board was
$0.45.

---

As of December 22, 2008, there were 85 holders of record of our
common stock. As of such date, 44,584,000 common shares were issued and
outstanding.

Our common shares are issued in registered form. The registrar
and transfer agent for our shares of common stock is Transfer Online, 317 S.W.
Alder Street, 2nd Floor, Portland, Oregon 97204 (Telephone:
1.503.227.2940) .

Dividends

There are no restrictions in our articles of incorporation or
bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
however, do prohibit us from declaring dividends where, after giving effect to
the distribution of the dividend:

1. We would not be able to pay our
debts as they become due in the usual course of business; or

2. Our total assets would be less than
the sum of our total liabilities plus the amount that would be needed to satisfy
the rights of Shareholders who have preferential rights superior to those
receiving the distribution.

We have not declared any dividends, and we do not plan to
declare any dividends in the foreseeable future.

Equity Compensation Plan Information

We currently do not have any stock option or equity
compensation plans or arrangements.

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during our fiscal year ended September 30, 2008.

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

The following discussion should be read in conjunction with our
financial statements and the related notes included herein. The following
discussion contains forward-looking statements that reflect our plans, estimates
and beliefs. Our actual results could differ materially from those discussed in
the forward looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below and elsewhere
in this annual report, particularly in the section entitled Risk Factors in
this annual report.

Our consolidated financial statements are stated in United
States Dollars and are prepared in accordance with United States Generally
Accepted Accounting Principles.

Plan of Operation and Cash Requirements

We are an exploration stage mining company engaged in the
exploration of minerals on properties located in Nevada and Idaho.

Over the next twelve months we intend to re-evaluate our Rose
Load Claim, close the joint venture agreement with New Jersey Mining Co.,
continue to honour the terms of the mineral property option agreement between
our subsidiary Silverdale Mining Corp. and Chuck Stein.

Our principal capital resources have been through the issuance
of common stock, although we may use shareholder loans, advances from related
parties, or borrowing in the future.

On October 10, 2008, we closed a private placement consisting
of 950,000 shares of our common stock at a price of US $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.

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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.

We anticipate that we will incur expenses of approximately
  $1,000,000 over the next twelve months. These expenses include $640,000
  on development of our mineral properties; management fees of $174,000; accounting
  and legal of $76,000; and travel, office and miscellaneous of $110,000.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over
  the twelve month period ending September 30, 2009.

Off-Balance Sheet Arrangements

As of September 30, 2008, our company had no off-balance sheet arrangements, including any outstanding derivative financial statements, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. Our company does not
engage in trading activities involving non-exchange traded contracts.

Employees

We do not expect any significant changes in the number of employees during the next twelve month period. We presently conduct our business through agreements with consultants and arms-length third parties.

Results of Operations for the Year Ended September 30, 2008 and 2007

The following summary of our results of operations should be read in conjunction with our audited consolidated financial statements for the year ended September 30, 2008 and 2007.

We had cash and cash equivalents of $89,819as of September 30, 2008 compared to cash and cash equivalents of $42,170as of September 30, 2007. We had a working capital surplus of $44,997as of September 30, 2008
compared to working capital surplus of $37,493 as of September 30, 2007.

We have not generated any revenue since inception and are dependent upon obtaining financing to pursue our business activities. For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going
concern.

---

Our operating results for the year ended September 30, 2008 and
2007 and the changes between those periods for the respective items are
summarized as follows:

**Year Ended**
      **September 30, 2008**
    
    Year Ended September 30,
      2007
    
    Change Between Year Ended
      September 30, 2008 and September 30, 2007Revenue
    $
    Nil
    $
    Nil
    $
    NilBank Charges and Interest
    $
    843
    $
    379
    $
    (464)Consulting
    $
    78,967
    $
    7,500
    $
    (71,467)Exploration and development
    $
    7,245
    $
    Nil
    $
    (7,245)Filing Fees
    $
    4,456
    $
    1,534
    $
    (2,922)Investor Relations
    $
    59,392
    $
    Nil
    $
    (59,392)Legal and Accounting
    $
    64,407
    $
    28,524
    $
    (35,883)Licences and permits
    $
    2,316
    $
    Nil
    $
    (2,316)Management fees
    $
    9,000
    $
    18,000
    $
    9,000Office and miscellaneous
    $
    7,661
    $
    100
    $
    (7,561)Rent
    $
    7,000
    $
    6,000
    $
    (1,000)Transfer Agent
    $
    9,060
    $
    2,530
    $
    (6,530)Travel and Entertainment
    $
    13,249
    $
    Nil
    $
    (13,249)Net loss
    $
    (263,596)
    $
    (64,567)
    $
    (199,029)


---

Liquidity and Financial Condition

|Working Capital     |                    |                    |                       
|------------------- | ------------------ | ------------------ | ----------------------
|                    | September 30, 2008 | September 30, 2007 | Change between        
|                    |                    |                    | September 30, 2008    
|                    |                    |                    | and September 30, 2007
|                    | (audited)          | (audited)          |                       
|                    |                    |                    |                       
|Current Assets      | $90,619            | $42,170            | $48,449               
|Current Liabilities | $45,622            | $4,677             | ($40,945)             
|Working Capital     | $44,997            | $37,493            | $7,504                

Cash Flows

|                                                  |                    |                              | Change between            
|------------------------------------------------- | ------------------ | ---------------------------- | --------------------------
|                                                  |                    |                              | Year ended                
|                                                  | Year Ended         | Year Ended                   | September 30, 2008        
|                                                  | September 30, 2008 | **September 30,
      2007** | **and
      September30,**
|                                                  | (audited)          | (audited)                    | 2007                      
|Cash Flows used in Operating
      Activities     | ($211,451)         | ($45,830)                    | ($165,621)                
|Cash Flows used in Investing Activities           | ($161,821)         | Nil                          | ($161,821)                
|Cash Flows provided by
      Financing Activities | $420,921           | $85,000                      | $335,921                  
|Net Increase (Decrease) in Cash During Period     | $47,649            | $39,170                      | $8,479                    

Going Concern

Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on the annual financial
statements for the year ended September 30, 2008, our independent auditors
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern.

We anticipate that additional funding will be required in the
form of equity financing from the sale of our common stock. At this time, we
cannot provide investors with any assurance that we will be able to raise
sufficient funding from the sale of our common stock or through a loan from our
directors to meet our obligations over the next twelve months. We do not have
any arrangements in place for any future debt or equity financing.

Application of Critical Accounting Policies

The discussion and analysis of our financial condition and
results of operations are based upon our financial statements, which have been
prepared in accordance with the accounting principles generally accepted in the
United States of America. Preparing financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by managements application of

---

accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other
assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Significant accounting policies used in the preparation of our financial statements are set forth in Note 2 to our 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 is primarily engaged in the acquisition, exploration and development of mineral 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.

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.

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

In accordance with SFAS No. 144, Accounting for Impairment
  or Disposal of Long-Lived Assets, the carrying value of long-lived assets
  is reviewed on a regular basis for the existence of facts or circumstance that
  may suggest impairment. The Company recognized an impairment when the sum if
  the expected undiscounted future cash flows is less than the carrying amount
  of the asset. Impairment losses, if any, are measured as the excess of the carrying
  amount of the asset over its estimated fair value.

Financial instruments

---

The carrying value of cash, accounts receivable, accounts payable and accrued liabilities, and due to related parties 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 financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Website development costs

The costs of website development during the planning stage, as defined under Emerging Issued Task Force (EITF) No. 00-2 Accounting for Web Site Development Costs, will be expensed as incurred. Website development incurred during
the development stage, including external direct costs of creating graphics and website content, will be capitalized and amortized over the estimated useful life, beginning when the website is operational.

Income taxes

Deferred income taxes are reported for timing differences between items of income or expense reported in the 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 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 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 September 2008, the Company has no items that represent a
comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the 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

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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.

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 September 2008.

Foreign currency translation

The Companys functional and reporting currency is in U.S. dollars. The 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 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 accounting principles generally accepted in the United States of America 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.

Recent accounting pronouncements

In May 2008, the Financial Accounting Standards Board (the FASB) issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts  an interpretation of FASB Statement No. 60. SFAS No. 163 provides enhanced
guidance on the recognition and measurement to be used to account for premium revenue and claim liabilities and related disclosures and is limited to financial guarantee insurance (and reinsurance) contracts, issued by enterprises included within
the scope of FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. SFAS No. 163 also requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration
has occurred in an insured financial obligation. SFAS No. 163 is effective for financial statements issued for fiscal years and interim periods beginning after 15 December 2008, with early application not permitted. The Company does not expect SFAS
No. 163 to have an impact on its consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS No. 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting
principles to be used in preparing financial statements that are presented in conformity with U.S. Generally Accepted Accounting Principles (GAAP) for nongovernmental entities. Prior to the issuance of SFAS No. 162, GAAP hierarchy was
defined in the American Institute of Certified Public Accountants (AICPA) Statement on Auditing Standards No. 69, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. SAS No. 69 has been
criticized because it is directed to the auditor rather than the entity. SFAS No. 162 addresses these issues by establishing that the GAAP hierarchy should be directed to entities because it is the entity, not its auditor, that is responsible for
selecting accounting principles for financial statements that are presented in conformity with GAAP. SFAS No. 162 is effective 60 days following the SECs approval of the Public Company Accounting Oversight Board Auditing amendments to AU
Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Company does not expect SFAS 162 to have a material effect on its consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities  an amendment of FASB Statement No. 133. SFAS No. 161 is intended to improve transparency in financial reporting by
requiring enhanced disclosures of an entitys derivative instruments and hedging activities and their effects on the entitys financial position, financial performance, and cash flows. SFAS No. 161 applies to all derivate instruments
within the scope

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of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. It also applies to non-derivative hedging instruments and all hedged items designated and qualifying as hedges under SFAS No. 133. SFAS No. 161 is effective
prospectively for financial statements issued for fiscal years beginning after 15 November 2008, with early application encouraged. The Company is currently evaluating the new disclosure requirements of SFAS 161 and the potential impact on the
Companys consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations. SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS No. 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business
combination. SFAS No. 141(R) is effective for fiscal years beginning after 15 December 2008. The Company is currently evaluating the potential impact, if any, of the adoption of SFAS No. 141(R) on its consolidated results of operation and financial
condition.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements  an amendment of Accounting Research Bulletin No. 51. SFAS No. 160 establishes accounting and reporting standards for
ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable and to the noncontrolling interest, changes in a parents ownership interest, and the valuation of retained
noncontrolling equity investments when a subsidiary is deconsolidated. SFAS No. 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners.
SFAS No. 160 is effective for fiscal years beginning after 15 December 2008. The Company is currently evaluating the potential impact, if any, of the adoption of SFAS No. 160 on its consolidated results of operation and financial condition.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS 159 allows the company to choose to measure many financial assets and financial liabilities at fair value. Unrealized
gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the requirements of SFAS 159 and the
potential impact on the Companys consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurement. The Statement provides guidance for using fair value to measure assets and liabilities. The Statement also expands disclosures about the extent to which companies
measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurement on earnings. This Statement applies under other accounting pronouncements that require or permit fair value
measurements. This Statement does not expand the use of fair value measurements in any new circumstances. Under this Statement, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants in the market in which the entity transacts. SFAS 157 is effective for the Company for fair value measurements and disclosures made by the Company in its fiscal year beginning on 1 October 2008. The Company is
currently reviewing the impact of this statement.

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ITEM 7: FINANCIAL STATEMENTS

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Silverstar Mining Corp.(formerly Rose Explorations Inc.)(A Development Stage Company)

Consolidated Financial Statements(Expressed in U.S. Dollars)30 September 2008

---

JAMES **STAFFORD**James StaffordChartered AccountantsSuite
        350  1111 Melville StreetVancouver,
        British ColumbiaCanada
        V6E 3V6Telephone
        +1 604 669 0711Facsimile
        +1 604 669 0754*
        Incorporated professional, James Stafford, Inc.


Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Silverstar
Mining Corp. (formerly Rose Explorations Inc.) (A Development Stage Company)

We have audited the consolidated balance sheets of
Silverstar Mining Corp. (formerly Rose Explorations Inc.)(the Company)
as at 30 September 2008 and 2007, and the related consolidated statements of
operations, cash flows and changes in stockholders equity for the years then
ended and for the period from the date of inception on 5 December 2003 to 30
September 2008. These consolidated financial statements are the responsibility
of the Companys management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States of America). Those
standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 opinions.

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial position of the
Company as of 30 September 2008 and 2007 and the results of its operations, cash
flows and changes in stockholders equity for the years then ended and for the
period from the date of inception on 5 December 2003 to 30 September 2008 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 consolidated financial statements, conditions exist
which raise substantial doubt about the Companys ability to continue as a going
concern unless it is able to generate sufficient cash flows to meet its
obligations and sustain its operations. Managements plans in regard to these
matters are also described in Note 1. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.



|                  | /s/ James Stafford   
|----------------- | ---------------------
|Vancouver, Canada | Chartered Accountants
|                  |                      
|30 November 2008  |                      

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|Silverstar Mining Corp.          
|---------------------------------
|(formerly Rose Explorations Inc.)
|(A Development Stage Company)    
|Consolidated Balance Sheets      
|(Expressed in U.S.
      Dollars)

|                                                        |  | As at 30  |   |  | As at 30  |  
|------------------------------------------------------- |  | --------- | - |  | --------- | -
|                                                        |  | September |   |  | September |  
|                                                        |  | 2008      |   |  | 2007      |  
|                                                        |  | $         |   |  | $         |  
|                                                        |  |           |   |  |           |  
|Assets                                                  |  |           |   |  |           |  
|                                                        |  |           |   |  |           |  
|Current                                                 |  |           |   |  |           |  
|Cash and cash equivalents                               |  | 89,819    |   |  | 42,170    |  
|Prepaid expenses                                        |  | 800       |   |  | -         |  
|                                                        |  |           |   |  |           |  
|                                                        |  | 90,619    |   |  | 42,170    |  
|                                                        |  |           |   |  |           |  
|Mineral Property Costs(Note 5)                          |  | 805,321   |   |  | -         |  
|Website Development Costs(Note 4)                       |  | 6,600     |   |  | -         |  
|                                                        |  |           |   |  |           |  
|                                                        |  | 902,540   |   |  | 42,170    |  
|                                                        |  |           |   |  |           |  
|Liabilities                                             |  |           |   |  |           |  
|                                                        |  |           |   |  |           |  
|Current                                                 |  |           |   |  |           |  
|Accounts payable and accrued liabilities
      (Note 6) |  | 45,622    |   |  | 4,677     |  
|                                                        |  |           |   |  |           |  
|Stockholders equity                                    |  |           |   |  |           |  
|Capital stock(Note 8)                                   |  |           |   |  |           |  
|Authorized                                              |  |           |   |  |           |  
|225,000,000 of common shares, par value $0.001          |  |           |   |  |           |  
|Issued and outstanding                                  |  |           |   |  |           |  
|2008  44,834,000 common shares, par value
      $0.001 |  |           |   |  |           |  
|2007  55,500,000 common
      shares, par value $0.001 |  | 44,834    |   |  | 55,500    |  
|Additional paid-in capital                              |  | 759,011   |   |  | 87,500    |  
|Share subscriptions received in
      advance           |  | 422,176   |   |  | -         |  
|Deficit, accumulated during the development stage       |  | (369,103  | ) |  | (105,507  | )
|                                                        |  |           |   |  |           |  
|                                                        |  | 856,918   |   |  | 37,493    |  
|                                                        |  |           |   |  |           |  
|                                                        |  | 902,540   |   |  | 42,170    |  

Nature, Basis of Presentation and Continuance of Operations(Note 1), Commitments(Note 11) and Subsequent Events(Note
12)

On behalf of the Board:

|Donald James
      MacKenzie | Director | John W. Jardine | Director
|------------------------------ | -------- | ----------------- | --------
|Donald James MacKenzie         |          | John W. Jardine   |         

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|Silverstar Mining Corp.              
|-------------------------------------
|(formerly Rose Explorations Inc.)    
|(A Development Stage Company)        
|Consolidated Statements of Operations
|(Expressed in U.S.
      Dollars)    

|                                     |  | For the     |   |  |            |   |  |            |   |  |            |  
|------------------------------------ |  | ----------- | - |  | ---------- | - |  | ---------- | - |  | ---------- | -
|                                     |  | period from |   |  |            |   |  |            |   |  |            |  
|                                     |  | the date of |   |  |            |   |  |            |   |  |            |  
|                                     |  | inception   |   |  |            |   |  |            |   |  |            |  
|                                     |  | on 5        |   |  | For the    |   |  | For the    |   |  | For the    |  
|                                     |  | December    |   |  | year ended |   |  | year ended |   |  | year ended |  
|                                     |  | 2003 to 30  |   |  | 30         |   |  | 30         |   |  | 30         |  
|                                     |  | September   |   |  | September  |   |  | September  |   |  | September  |  
|                                     |  | 2008        |   |  | 2008       |   |  | 2007       |   |  | 2006       |  
|                                     |  | $           |   |  | $          |   |  | $          |   |  | $          |  
|                                     |  |             |   |  |            |   |  |            |   |  |            |  
|Expenses                             |  |             |   |  |            |   |  |            |   |  |            |  
|Bank charges and interest            |  | 1,223       |   |  | 843        |   |  | 379        |   |  | -          |  
|Consulting (Note 7)                  |  | 86,467      |   |  | 78,967     |   |  | 7,500      |   |  | -          |  
|Exploration and development (Note 5) |  | 13,370      |   |  | 7,245      |   |  | -          |   |  | 6,125      |  
|Filing fees                          |  | 5,990       |   |  | 4,456      |   |  | 1,534      |   |  | -          |  
|Investor relations (Note 7)          |  | 59,392      |   |  | 59,392     |   |  | -          |   |  | -          |  
|Legal and accounting                 |  | 95,972      |   |  | 64,407     |   |  | 28,524     |   |  | 3,040      |  
|Licences and permits                 |  | 3,415       |   |  | 2,316      |   |  | -          |   |  | 550        |  
|Management fees (Notes 7, 8 and 10)  |  | 45,000      |   |  | 9,000      |   |  | 18,000     |   |  | 18,000     |  
|Office and miscellaneous             |  | 8,061       |   |  | 7,661      |   |  | 100        |   |  | 100        |  
|Rent (Notes 7, 8 and 10)             |  | 19,000      |   |  | 7,000      |   |  | 6,000      |   |  | 6,000      |  
|Transfer agent fees                  |  | 11,589      |   |  | 9,060      |   |  | 2,530      |   |  | -          |  
|Travel and entertainment             |  | 13,249      |   |  | 13,249     |   |  | -          |   |  | -          |  
|Write-down of mineral property       |  |             |   |  |            |   |  |            |   |  |            |  
|acquisition costs (Note 5)           |  | 6,375       |   |  | -          |   |  | -          |   |  | 6,375      |  
|                                     |  |             |   |  |            |   |  |            |   |  |            |  
|Net loss for the period              |  | (369,103    | ) |  | (263,596   | ) |  | (64,567    | ) |  | (40,190    | )
|Basic and diluted loss per common    |  |             |   |  |            |   |  |            |   |  |            |  
|share                                |  |             |   |  | (0.005     | ) |  | (0.002     | ) |  | (0.002     | )
|                                     |  |             |   |  |            |   |  |            |   |  |            |  
|Weighted average number of           |  |             |   |  |            |   |  |            |   |  |            |  
|common shares used in per share      |  |             |   |  |            |   |  |            |   |  |            |  
|calculations                         |  |             |   |  | 56,307,430 |   |  | 40,520,493 |   |  | 18,821,919 |  

---

|Silverstar Mining Corp.              
|-------------------------------------
|(formerly Rose Explorations Inc.)    
|(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   |   |  | For the year |   |  | For the year |   |  | For the year |  
|                                                        |  | 2003 to 30   |   |  | ended 30     |   |  | ended 30     |   |  | ended 30     |  
|                                                        |  | September    |   |  | September    |   |  | September    |   |  | September    |  
|                                                        |  | 2008         |   |  | 2008         |   |  | 2007         |   |  | 2006         |  
|                                                        |  | $            |   |  | $            |   |  | $            |   |  | $            |  
|                                                        |  |              |   |  |              |   |  |              |   |  |              |  
|Cash flows from operating activities                    |  |              |   |  |              |   |  |              |   |  |              |  
|Net loss for the period                                 |  | (369,103     | ) |  | (263,596     | ) |  | (64,567      | ) |  | (40,190      | )
|Adjustments to reconcile loss to net cash
      used by |  |              |   |  |              |   |  |              |   |  |              |  
|operating activities                                    |  |              |   |  |              |   |  |              |   |  |              |  
|Contributions to capital by
      related               |  |              |   |  |              |   |  |              |   |  |              |  
|parties (Notes 7, 8 and 10)                             |  | 60,000       |   |  | 12,000       |   |  | 24,000       |   |  | 24,000       |  
|Write-down of mineral property                          |  |              |   |  |              |   |  |              |   |  |              |  
|acquisition costs (Note 5)                              |  | 6,375        |   |  | -            |   |  | -            |   |  | 6,375        |  
|Changes in operating assets and liabilities             |  |              |   |  |              |   |  |              |   |  |              |  
|Increase in prepaid expenses                            |  | (800         | ) |  | (800         | ) |  | -            |   |  | -            |  
|Increase (decrease) in
      accounts payable and       |  |              |   |  |              |   |  |              |   |  |              |  
|accrued liabilities                                     |  | 45,622       |   |  | 40,945       |   |  | (5,263       | ) |  | 9,190        |  
|                                                        |  |              |   |  |              |   |  |              |   |  |              |  
|                                                        |  | (257,906     | ) |  | (211,451     | ) |  | (45,830      | ) |  | (625         | )
|                                                        |  |              |   |  |              |   |  |              |   |  |              |  
|Cash flows from investing activities                    |  |              |   |  |              |   |  |              |   |  |              |  
|Acquisition of Silverdale, net of cash
      received   |  |              |   |  |              |   |  |              |   |  |              |  
|(Note 3)                                                |  | (140,221     | ) |  | (140,221     | ) |  | -            |   |  | -            |  
|Mineral property acquisition costs (Note 5)             |  | (21,375      | ) |  | (15,000      | ) |  | -            |   |  | (6,375       | )
|Website development costs (Note 4)                      |  | (6,600       | ) |  | (6,600       | ) |  | -            |   |  | -            |  
|                                                        |  |              |   |  |              |   |  |              |   |  |              |  
|                                                        |  | (168,196     | ) |  | (161,821     | ) |  | -            |   |  | (6,375       | )
|                                                        |  |              |   |  |              |   |  |              |   |  |              |  
|Cash flows from financing activities                    |  |              |   |  |              |   |  |              |   |  |              |  
|Share subscriptions received in advance
      (Note 8)  |  | 422,176      |   |  | 422,176      |   |  | -            |   |  | -            |  
|Share issue costs                                       |  | (1,255       | ) |  | (1,255       | ) |  | -            |   |  | -            |  
|Common shares issued for cash                           |  | 95,001       |   |  | -            |   |  | 85,000       |   |  | 10,000       |  
|Common shares redeemed                                  |  | (1           | ) |  | -            |   |  | -            |   |  | (1           | )
|                                                        |  |              |   |  |              |   |  |              |   |  |              |  
|                                                        |  | 515,921      |   |  | 420,921      |   |  | 85,000       |   |  | 9,999        |  
|                                                        |  |              |   |  |              |   |  |              |   |  |              |  
|Increase in cash and cash equivalents                   |  | 89,819       |   |  | 47,649       |   |  | 39,170       |   |  | 2,999        |  
|                                                        |  |              |   |  |              |   |  |              |   |  |              |  
|Cash and cash equivalents, beginning of                 |  |              |   |  |              |   |  |              |   |  |              |  
|period                                                  |  | -            |   |  | 42,170       |   |  | 3,000        |   |  | 1            |  
|                                                        |  |              |   |  |              |   |  |              |   |  |              |  
|Cash and cash equivalents, end of
      period          |  | 89,819       |   |  | 89,819       |   |  | 42,170       |   |  | 3,000        |  

Supplemental Disclosures with Respect to Cash Flows(Note 10)

---

|Silverstar Mining Corp.                                   
|----------------------------------------------------------
|(formerly Rose Explorations Inc.)                         
|(A Development Stage Company)                             
|Consolidated Statements of Changes in Stockholders Equity
|(Expressed in U.S.
      Dollars)                         

Sharesubscriptionreceived in
    
    
    Deficit,advance /
    
    
    accumulatedAdditional
    
    
    during theNumber of
    
    
    
    
    
    paid in
    
    
    development
    
    
    Stockholdersshares issued
    
    
    Share capital
    
    
    capital
    
    
    stage
    
    
    equity$
    
    
    $
    
    
    $
    
    
    $Balance at 5 December 2003(inception)
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -Common shares issued for cash($0.33 per
      share) (Note 8)
    
    3
    
    
    -
    
    
    1
    
    
    -
    
    
    1Net loss for the period
    
    -
    
    
    -
    
    
    -
    
    
    (450
    )
    
    (450
    )Balance at 30 September
      2004
    
    3
    
    
    -
    
    
    1
    
    
    (450
    )
    
    (449
    )Net loss for the year
    
    -
    
    
    -
    
    
    -
    
    
    (300
    )
    
    (300
    )Balance at 30 September
      2005
    
    3
    
    
    -
    
    
    1
    
    
    (750
    )
    
    (749
    )Common shares issued for cash($0.0003 per
      share) (Note 8)
    
    30,000,000
    
    
    30,000
    
    
    (20,000
    )
    
    -
    
    
    10,000Common shares redeemed cash ($0.33 per
      share) (Note 8)
    
    (3
    )
    
    -
    
    
    (1
    )
    
    -
    
    
    (1
    )Contributions to capital byrelated parties
       expenses(Notes 7, 8 and 10)
    
    -
    
    
    -
    
    
    24,000
    
    
    -
    
    
    24,000Net loss for the
      year
    
    -
    
    
    -
    
    
    -
    
    
    (40,190
    )
    
    (40,190
    )Balance at 30 September 2006
    
    30,000,000
    
    
    30,000
    
    
    4,000
    
    
    (40,940
    )
    
    (6,940
    )Contributions to
      capital byrelated parties  expenses(Notes 7, 8 and
      10)
    
    -
    
    
    -
    
    
    24,000
    
    
    -
    
    
    24,000Common shares issued for cash($0.003 per
      share) (Note 8)
    
    25,500,000
    
    
    25,500
    
    
    59,500
    
    
    -
    
    
    85,000Net loss for the year
    
    -
    
    
    -
    
    
    -
    
    
    (64,567
    )
    
    (64,567
    )Balance at 30 September 2007
    
    55,500,000
    
    
    55,500
    
    
    87,500
    
    
    (105,507
    )
    
    37,493Contributions to
      capital byrelated parties  expenses(Notes 7, 8 and
      10)
    
    -
    
    
    -
    
    
    12,000
    
    
    -
    
    
    12,000Share subscriptions received inadvance (Note 8)
    
    -
    
    
    -
    
    
    422,176
    
    
    -
    
    
    422,176Share issue costs
    
    -
    
    
    -
    
    
    (1,255
    )
    
    -
    
    
    (1,255
    )Common shares
      issued forbusiness acquisition ($0.15 pershare) (Notes 3,
      8 and 10)
    
    4,334,000
    
    
    4,334
    
    
    645,766
    
    
    -
    
    
    650,100Common shares returned totreasury and
      cancelled (Notes 8and 10)
    
    (15,000,000
    )
    
    (15,000
    )
    
    15,000
    
    
    -
    
    
    -Net loss for the
      period
    
    -
    
    
    -
    
    
    -
    
    
    (263,596
    )
    
    (263,596
    )Balance at 30 September
      2008
    
    44,834,000
    
    
    44,834
    
    
    1,181,187
    
    
    (369,103
    )
    
    856,918


---

|Silverstar Mining Corp.                   
|------------------------------------------
|(formerly Rose Explorations Inc.)         
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|(Expressed in U.S. Dollars)               
|30 September
      2008                   

|1. | Nature, Basis of Presentation and Continuance of
      Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Silverstar Mining Corp. (formerly Rose Explorations Inc.)
      (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.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The accompanying consolidated financial statements
      include the accounts of the Company and its wholly-owned subsidiary,
      Silverdale Mining Corp. (Silverdale) from 24 July 2008, the date of
      acquisition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 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 2008 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 of $263,596 for the year ended 30
      September 2008 (2007 - $64,567, 2006 - $40,190) and has working capital of
      $44,997 at 30 September 2008 (2007 - $37,493).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 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. Management believes that the
      Companys capital resources should be adequate to continue operating and
      maintaining its business strategy during the fiscal year ending 30
      September 2009. However, 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 favourable 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 2008, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                     

---

- 2 -

|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 is primarily engaged in the acquisition,
      exploration and development of mineral 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.                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In accordance with SFAS No. 144, Accounting for
      Impairment or Disposal of Long-Lived Assets, the carrying value of
      long-lived assets is reviewed on a regular basis for the existence of
      facts or circumstance that may                                                                                                                                                                                                                                                                                                                                                                                                         

---

- 3 -

suggest impairment. The Company recognized
  impairment when the sum if the expected undiscounted future cash flows is less
  than the carrying amount of the asset. Impairment losses, if any, are measured
  as the excess of the carrying amount of the asset over its estimated fair value.

Financial instruments

The carrying value of cash, prepaid
expenses and accounts payable and accrued liabilities approximates their fair
value because of the short maturity of these instruments. The Companys
operations are in Canada 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 website development during
the planning stage, as defined under Emerging Issued Task Force (EITF) No.
00-2 Accounting for Web Site Development Costs, will be expensed as
incurred. Website development incurred during the development stage, including
external direct costs of creating graphics and website content, will be
capitalized and amortized over the estimated useful life, beginning when the
website is operational.

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 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 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
September 2008, 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.

---

- 4 -

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 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 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.

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 September 2008.

Foreign currency translation

The Companys functional and reporting
currency is in U.S. dollar. 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 accounting principles generally accepted in the United States
of America 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.

Recent accounting pronouncements

In May 2008, the Financial Accounting
Standards Board (the FASB) issued SFAS No. 163, Accounting for Financial
Guarantee Insurance Contracts  an interpretation of FASB Statement No. 60.
SFAS No. 163 provides enhanced guidance on the recognition and measurement to be
used to account for premium revenue and claim liabilities and related
disclosures and is limited to financial guarantee insurance (and reinsurance)
contracts, issued by enterprises included within the scope of FASB Statement No.
60, Accounting and Reporting by Insurance Enterprises. SFAS No. 163 also
requires that an insurance enterprise recognize a claim liability prior to an
event of default when there is evidence that credit deterioration has occurred
in an insured financial obligation. SFAS No. 163 is effective for financial
statements issued for fiscal years and interim periods beginning after 15
December 2008, with early application not permitted. The Company does not expect
SFAS No. 163 to have an impact on its consolidated financial statements.

---

- 5 -

In May 2008, the FASB issued SFAS No.
162, The Hierarchy of Generally Accepted Accounting Principles. SFAS No.
162 is intended to improve financial reporting by identifying a consistent
framework, or hierarchy, for selecting accounting principles to be used in
preparing financial statements that are presented in conformity with U.S.
Generally Accepted Accounting Principles (GAAP) for nongovernmental entities.
Prior to the issuance of SFAS No. 162, GAAP hierarchy was defined in the
American Institute of Certified Public Accountants (AICPA) Statement on
Auditing Standards No. 69, The Meaning of Present Fairly in Conformity with
Generally Accepted Accounting Principles. SAS No. 69 has been criticized
because it is directed to the auditor rather than the entity. SFAS No. 162
addresses these issues by establishing that the GAAP hierarchy should be
directed to entities because it is the entity, not its auditor, that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. SFAS No. 162 is effective 60 days
following the SECs approval of the Public Company Accounting Oversight Board
Auditing amendments to AU Section 411, The Meaning of Present Fairly in
Conformity with Generally Accepted Accounting Principles. The Company does not
expect SFAS 162 to have a material effect on its consolidated financial
statements.

In March 2008, the FASB issued SFAS No.
161, Disclosures about Derivative Instruments and Hedging Activities  an
amendment of FASB Statement No. 133. SFAS No. 161 is intended to improve
transparency in financial reporting by requiring enhanced disclosures of an
entitys derivative instruments and hedging activities and their effects on the
entitys financial position, financial performance, and cash flows. SFAS No. 161
applies to all derivate instruments within the scope of SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. It also
applies to non-derivative hedging instruments and all hedged items designated
and qualifying as hedges under SFAS No. 133. SFAS No. 161 is effective
prospectively for financial statements issued for fiscal years beginning after
15 November 2008, with early application encouraged. The Company is currently
evaluating the new disclosure requirements of SFAS 161 and the potential impact
on the Companys consolidated financial statements.

In December 2007, the FASB issued SFAS
No. 141 (revised 2007), Business Combinations. SFAS No. 141(R)
establishes principles and requirements for how an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any noncontrolling interest in the acquiree and the
goodwill acquired. SFAS No. 141(R) also establishes disclosure requirements to
enable the evaluation of the nature and financial effects of the business
combination. SFAS No. 141(R) is effective for fiscal years beginning after 15
December 2008. The Company is currently evaluating the potential impact, if any,
of the adoption of SFAS No. 141(R) on its consolidated results of operation and
financial condition.

In December 2007, the FASB issued SFAS
No. 160, Noncontrolling Interests in Consolidated Financial Statements  an
amendment of Accounting Research Bulletin No. 51. SFAS No. 160 establishes
accounting and reporting standards for ownership interests in subsidiaries held
by parties other than the parent, the amount of consolidated net income
attributable and to the noncontrolling interest, changes in a parents ownership
interest, and the valuation of retained noncontrolling equity investments when a
subsidiary is deconsolidated. SFAS No. 160 also establishes disclosure
requirements that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners. SFAS No. 160 is effective
for fiscal years beginning after 15 December 2008. The Company is currently
evaluating the potential impact, if any, of the adoption of SFAS No. 160 on its
consolidated results of operation and financial condition.

In February 2007, the FASB issued SFAS
No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities. SFAS 159 allows the company to choose to measure many financial
assets and financial liabilities at fair value. Unrealized gains and losses on
items for which the fair value option has been elected are reported in earnings.
SFAS 159 is effective for fiscal years beginning after November 15, 2007. The
Company is currently evaluating the requirements of SFAS 159 and the potential
impact on the Companys consolidated financial statements.

In September 2006, the FASB issued SFAS
No. 157, Fair Value Measurement. The Statement provides guidance for
using fair value to measure assets and liabilities. The Statement also expands
disclosures about the extent to which companies measure assets and liabilities
at fair value, the information used to measure fair value, and the effect of
fair value measurement on earnings. This Statement applies under other
accounting pronouncements that require or permit fair value measurements. This
Statement does not expand the use of fair

---

- 6 -

|   | value measurements in any new circumstances. Under this
      Statement, fair value refers to the price that would be received to sell
      an asset or paid to transfer a liability in an orderly transaction between
      market participants in the market in which the entity transacts. SFAS 157
      is effective for the Company for fair value measurements and disclosures
      made by the Company in its fiscal year beginning on 1 October 2008. The
      Company is currently reviewing the impact of this statement.                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | Acquisition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In accordance with SFAS No. 141, 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 8 and 10). 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 expands 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.                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The purchase price allocation has been determined as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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


Pro forma information

The following unaudited consolidated
pro forma financial information presents the combined results of operations of
the Company and Silverdale for the years ended 30 September 2008 and 2007 as if
the acquisitions had occurred at 1 October 2006, including the issuance of the
Companys common stock as consideration for the acquisition of Silverdale.

| |                                         |  | Consolidated Pro Forma |  
| | --------------------------------------- |  | ---------------------- | -
| |                                         |  |                        |  
| |                                         |  | 30 September 2008      |  
| |                                         |  | $                      |  
| |                                         |  |                        |  
| | Revenues                                |  | Nil                    |  
| | Net loss                                |  | 688,893                |  
| | Basic and diluted loss per common share |  | (0.012                 | )

The amounts of revenue and net loss of
Silverdale since the acquisition date included in the consolidated income
statement for the year ended 30 September 2008 are $Nil and $(32), respectively.

---

- 7 -

|   | The unaudited consolidated pro forma financial
      information does not include adjustments to remove certain private company
      expenses, which may not be incurred in future periods. Similarly, the
      unaudited consolidated pro forma financial information does not include
      adjustments for additional expenses, such as rent, insurance, and other
      expenses that would have been incurred subsequent to the acquisition date.
      The unaudited consolidated pro forma financial information does not
      necessarily reflect the results of operations that would have occurred had
      the Company and Silverdale been a single entity during these
    periods.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4. | Website Development
Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

| |                               |  |       |  |  |              |  |  | Net Book Value | 
| | ----------------------------- |  | ----- |  |  | ------------ |  |  | -------------- | 
| |                               |  |       |  |  | Accumulated  |  |  | 30 September   | 
| |                               |  | Cost  |  |  | amortization |  |  | 2008           | 
| |                               |  | $     |  |  | $            |  |  | $              | 
| |                               |  |       |  |  |              |  |  |                | 
| | Website and development costs |  | 6,600 |  |  | -            |  |  | 6,600          | 
| |                               |  |       |  |  |              |  |  |                | 
| |                               |  | 6,600 |  |  | -            |  |  | 6,600          | 

|   | During the year ended 30 September 2008, the Company
      incurred website development costs of $6,600 (2007 - $Nil, 2006 -
      $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. 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Expenditures related to the Rose Prospect Lode Mining
      Claim property for the year ended 30 September 2008 consist of claim
      maintenance and permitting of $445 (2007 - $Nil, 2006 - $Nil) and geology
      and engineering of $Nil (2007 - $Nil, 2006 - $6,125).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | 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 1,000,000 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    |  |  | 100,000   |  | $ | 100,000                  | 
| | On or before 14 September 2009       |  |        |  |   | 100,000   |  |  | 150,000   |  |   | 200,000                  | 
| | On or before 14 September
      2010 |  |        |  |   | 350,000   |  |  | 250,000   |  |   | 300,000                  | 
| | On or before 14 September 2011       |  |        |  |   | 500,000   |  |  | 500,000   |  |   | 400,000                  | 
| |                                      |  |        |  | $ | 1,000,000 |  |  | 1,000,000 |  | $ | 1,000,000                | 

---

- 8 -

Expenditures related to the Pinehurst
Properties for the year ended 30 September 2008 consist of geology and
engineering of $6,800 (2007 - $Nil, 2006 - $Nil).

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 2008 consist of acquisition costs of $270,000
      (2007 - $Nil, 2006 - $Nil).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 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 (approx. 363 acres) and
      an option to acquire 59 acres in three patented mining claims. The Company
      and Gold Canyon Properties, LLP are determining the terms related to this
      letter of intent.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Expenditures related to the Cobalt Canyon Gold Project
      for the year ended 30 September 2008 consist of acquisition costs of
      $15,000 (2007 - $Nil, 2006 - $Nil).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6. | Accounts Payable and Accrued Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Accounts payable and accrued liabilities are non-interest
      bearing, unsecured and have settlement dates within one year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7. | 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 $45,500 to the
      director for these services during the year ended 30 September 2008 (2007
      - $Nil, 2006 - $Nil).                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 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 $24,500 to the officer for these services
      during the year ended 30 September 2008 (2007 - $Nil, 2006 -
  $Nil).                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On 12 May 2008, the Company received $3,000 from a former
      director of the Company related to an advance
receivable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

---

- 9 -

|   | During the year ended 30 September 2008, the Company paid
      or accrued $15,000 to a company related to the Company by way of a
      director in common for investor relation services (2007 - $Nil, 2006 -
      $Nil).                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | During the year ended 30 September 2008, the Company paid
      or accrued $22,841 to a Company related to the Company by way of a
      shareholder in common for accounting services (2007 - $Nil, 2006 -
      $Nil).                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | During the year ended 30 September 2008, the Company paid
      or accrued $5,967 to a shareholder of the Company for management and
      consulting services (2007 - $Nil, 2006 - $Nil).                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | During the year ended 30 September 2008, an officer and
      director of the Company made contributions to capital for management fees
      in the amount of $9,000 (2007 - $18,000, 2006 - $18,000) and rent in the
      amount of $3,000 (2007 - $6,000, 2006 - $6,000) (Notes 8 and
10).                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8. | Capital Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Authorized capital stock consists of 225,000,000 common
      shares with a par value of $0.001 per common share. The total issued and
      outstanding capital stock is 44,834,000 common shares with a par value of
      $0.001 per common share.                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | On 3 December 2003, 3 common shares of the Company were
      issued for cash proceeds of $1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | On 1 January 2006, 30,000,000 common shares were issued
      to an officer and director of the Company for cash proceeds of
    $10,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | On 1 January 2006, 3 common shares of the Company were
      redeemed for proceeds of $1. These common share 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 25,500,000 common shares for
      total cash proceeds of $85,000.                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | On 4 March 2008, the Company effected 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 4,334,000 common
      shares of the Company valued at $650,100 to acquire 100% of the issued and
      outstanding common shares of Silverdale (Notes 3 and 10).                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | On 30 September 2008, a former director and officer of
      the Company returned to treasury 15,000,000 common shares of the Company
      for proceeds of $Nil. These shares were cancelled during the year ended 30
      September 2008 (Note 10).                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | During the year ended 30 September 2008, an officer and
      director of the Company made contributions to capital for management fees
      in the amount of $9,000 (2007 - $18,000, 2006 - $18,000) and rent in the
      amount of $3,000 (2007 - $6,000, 2006 - $6,000) (Notes 7 and
10).                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Share subscriptions received in advance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Share subscriptions received in advance consists of
      $184,676 cash received by the Company related to a private placement to
      issue 1,000,000 common shares of the Company at a price of $0.45 per
      common shares and $237,500 cash received by the Company related to issue
      950,000 common shares of the Company at a price of $0.25 per common shares
      (Notes 11 and 12).                                                                                                                                                                                                                                      

---

- 10 -

|9. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company has losses carried forward for income tax
      purposes to 30 September 2008. There are no current or deferred tax
      expenses for the year ended 30 September 2008 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
      carryforward 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 |   |  | For the year |   |  |                |  
| | ------------------------------------------- |  | ------------ | - |  | ------------ | - |  | -------------- | -
| |                                             |  | ended        |   |  | ended        |   |  | For the year   |  
| |                                             |  | September    |   |  | September    |   |  | ended          |  
| |                                             |  | 2008         |   |  | 2007         |   |  | September 2006 |  
| |                                             |  | $            |   |  | $            |   |  | $              |  
| |                                             |  |              |   |  |              |   |  |                |  
| | Deferred tax asset attributable to:         |  |              |   |  |              |   |  |                |  
| | Current operations                          |  | 89,623       |   |  | 21,953       |   |  | 13,920         |  
| | Contributions to capital by related parties |  | (4,080       | ) |  | (8,160       | ) |  | (8,160         | )
| | Less: Change in valuation allowance         |  | (85,543      | ) |  | (13,793      | ) |  | (5,760         | )
| |                                             |  |              |   |  |              |   |  |                |  
| | Net refundable amount                       |  | -            |   |  | -            |   |  | -              |  

The composition of the Companys
deferred tax assets as at 30 September 2008, 2007 and 2006 are as follows:

| |                                            |  | As at 30  |   |  | As at 30  |   |  |                |  
| | ------------------------------------------ |  | --------- | - |  | --------- | - |  | -------------- | -
| |                                            |  | September |   |  | September |   |  | As at 30       |  
| |                                            |  | 2008      |   |  | 2007      |   |  | September 2006 |  
| |                                            |  | $         |   |  | $         |   |  | $              |  
| |                                            |  |           |   |  |           |   |  |                |  
| | Net income tax operating loss carryforward |  | 369,103   |   |  | 105,507   |   |  | 40,940         |  
| |                                            |  |           |   |  |           |   |  |                |  
| | Statutory federal income tax rate          |  | 34%       |   |  | 34%       |   |  | 34%            |  
| | Contributed rent and services              |  | -5.53%    |   |  | -15.47%   |   |  | -19.93%        |  
| | Effective income tax rate                  |  | 0%        |   |  | 0%        |   |  | 0%             |  
| |                                            |  |           |   |  |           |   |  |                |  
| | Deferred tax assets                        |  | 105,095   |   |  | 19,552    |   |  | 5,760          |  
| | Less: Valuation allowance                  |  | (105,095  | ) |  | (19,552   | ) |  | (5,760         | )
| |                                            |  |           |   |  |           |   |  |                |  
| | Net deferred tax asset                     |  | -         |   |  | -         |   |  | -              |  

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

As at 30 September 2008, the Company
has an unused net operating loss carry-forward balance of approximately $309,103
that is available to offset future taxable income. This unused net operating
loss carry-forward balance expires between 2024 and 2027.

---

- 11 -

|10. | Supplemental Disclosures with Respect to Cash
      Flows
|--- | ---------------------------------------------------------

| |                                            |  | 2008 |  |  | 2007 |  |  | 2006 | 
| | ------------------------------------------ |  | ---- |  |  | ---- |  |  | ---- | 
| |                                            |  | $    |  |  | $    |  |  | $    | 
| |                                            |  |      |  |  |      |  |  |      | 
| | Cash paid during the year for interest     |  | 4    |  |  | -    |  |  | -    | 
| | Cash paid during the year for income taxes |  | -    |  |  | -    |  |  | -    | 

|    | During the year ended 30 September 2008, an officer and
      director of the Company made contributions to capital for management fees
      in the amount of $9,000 (2007 - $18,000, 2006 - $18,000) and rent in the
      amount of $3,000 (2007 - $6,000, 2006 - $6,000) (Notes 7 and 8).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                              
|    | During the year ended 30 September 2008, 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 and 8).                                                           
|    |                                                                                                                                                                                                                                                                                              
|    | During the year ended 30 September 2008, a former officer
      and director of the Company returned to treasury 15,000,000 common shares
      of the Company for proceeds of $Nil. These shares were cancelled during
      the year ended 30 September 2008 (Note 8).                     
|    |                                                                                                                                                                                                                                                                                              
|11. | Commitments                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                              
|    | The Company has outstanding and future commitments under
      mineral property option agreements to pay cash and issue common shares of
      the Company (Note 5).                                                                                                                         
|    |                                                                                                                                                                                                                                                                                              
|    | The Company is committed to issuing common shares of the
      Company related to share subscription received in advance of $422,176 at
      30 September 2008 (Notes 8 and 12).                                                                                                            
|    |                                                                                                                                                                                                                                                                                              
|12. | Subsequent events                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                              
|    | On 10 October 2008, the Company closed a private
      placement to issue 950,000 common shares of the Company at a price of
      $0.25 per common share for total proceeds of $237,500 (Notes 8 and
    11).                                                                               
|    |                                                                                                                                                                                                                                                                                              
|    | On 16 October 2008, the president and a director of the
      Company returned to treasury 1,200,000 common shares of the Company for
      proceeds of $Nil. These common shares were cancelled subsequent to the
      year ended 30 September 2008.                                       

---

- 12 -

ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 8A(T): CONTROLS AND PROCEDURES

Managements Report on Disclosure Controls and
Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president and
chief executive officer (our principal executive officer) and our chief
financial officer (our principal financial officer and principle accounting
officer) to allow for timely decisions regarding required disclosure.

As of September 30, 2008, the end of our fiscal year covered by
this report, we carried out an evaluation, under the supervision and with the
participation of our president and chief executive officer (our principal
executive officer) and our chief financial officer (our principal financial
officer and principle accounting officer), of the effectiveness of the design
and operation of our disclosure controls and procedures. Based on the foregoing,
our president and chief executive officer (our principal executive officer) and
our chief financial officer (our principal financial officer and principle
accounting officer) concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this annual report.

Managements Report on Internal Control over Financial
Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting responsibility, estimates and
judgments by management are required to assess the expected benefits and related
costs of control procedures. The objectives of internal control include
providing management with reasonable, but not absolute, assurance that assets
are safeguarded against loss from unauthorized use or disposition, and that
transactions are executed in accordance with managements authorization and
recorded properly to permit the preparation of consolidated financial statements
in conformity with accounting principles generally accepted in the United
States. Our management assessed the effectiveness of our internal control over
financial reporting as of September 30, 2008. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework. Our management has concluded that, as of
September 30, 2008, our internal control over financial reporting is effective
in providing reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with US generally accepted accounting principles. Our management
reviewed the results of their assessment with our board of directors.

This annual report does not include an attestation report of
our companys registered public accounting firm regarding internal control over
financial reporting. Managements report was not subject to attestation by our
companys registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit our company to provide only
managements report in this annual report.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent
limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles, segregation of management duties, scale of
organization, and personnel factors. Internal control over financial reporting
is a process which involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations, internal
control over financial reporting may not

---

- 13 -

prevent or detect misstatements on a timely basis, however
these inherent limitations are known features of the financial reporting process
and it is possible to design into the process safeguards to reduce, though not
eliminate, this risk. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation. Projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

Changes in Internal Control over Financial
Reporting

There have been no significant changes in our internal controls
over financial reporting that occurred during the year ended September 30, 2008
that have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

ITEM 8B: OTHER INFORMATION

None.

PART III

ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS

Directors and Executive Officers, Promoters and Control
Persons

The following individuals serve as the directors and executive
officers of our company. All directors of our company hold office until the next
annual meeting of our shareholders or until their successors have been elected
and qualified. The executive officers of our company are appointed by our board
of directors and hold office until their death, resignation or removal from
office.

Name
      Position Held with the Company
      Age
      Date First Elected or AppointedJim MacKenzie
    Director President, Chief
      Executive Officer
    52
    February 6, 2008John Jardine
    Chief Financial Officer
      Secretary and Treasurer
    56
    March 7, 2008David Bond
    Director
    57
    July 25, 2008Dennis O'Brien
    Director
    47
    July 25, 2008Justin L. Rice
    Director
    90
    July 25, 2008Matt Williams
    Director
    39
    July 25, 2008Howard Lahti
    Director
    55
    July 25, 2008


Business Experience

The following is a brief account of the education and business
experience during at least the past five years of our director and executive
officer, indicating his principal occupation during that period, and the name
and principal business of the organization in which such occupation and
employment were carried out.

---

- 14 -

Jim MacKenzie

Jim MacKenzie has served in leadership positions at numerous
corporations for more than 30 years, most recently at a private based news
network of which he was appointed President in August 2006. Under his direction,
the news network emphasizing alternative and "hard money" or precious metals
news has grown considerably. In the spring of 2007 Mr. MacKenzie was appointed
chairman and CEO of Nordic Nickel Ltd. which is now known as Constitution Mining
Corp. Mr. MacKenzie resigned from the board of Constitution Mining Corp. in
January 2008 to assume his duties for Silverstar.

John W. Jardine

John W. Jardine has 25 years' experience managing accounting
and financial compliance for private and public companies trading on various
Canadian exchanges. As president of J. W. Jardine & Company Ltd. in West
Vancovuer, B.C., an accounting firm providing services to public and private
companies, Mr. Jardine specialized in compliance financial reporting, company
tax planning and tax preparation. From 1988-1989 he was vice president, finance
of Samoth Financial in Vancouver, in charge of in-house accounting department
supervision and public company and real estate transactions. From 1984-1988 he
was Vice President of finance at Noramco Capital in Vancouver, BC where he
managed more than 50 Vancouver and Toronto Stock Exchange-listed companies as
regarded financial compliance and also liaised with external auditors.

David Bond

Mr. Bond is an award-winning journalist, writing and editing
for newspapers on both coasts of North America. For the past two decades he
specialized in covering non-ferrous metal mining stories for several prestigious
publications, including Platt's Metals Week. As former editor of the Wallace
Miner, his reporting and commentary have appeared in the Washington Times, the
Seattle Post-Intelligencer, the Spokane Spokesman-Review, and the Anchorage
Times. He is twice winner of the Atlantic City Press Club's prestigious National
Headliner award and recipient of numerous honors from the Society of
Professional Journalists, the Associated Press and the Idaho Press Club. He
currently is editor of the on-line Silver Valley Mining Journal and his Wallace
Street Journal column appears regularly on-line on Kitco, GoldSeek and 24hgold.
He is author of the book, "The Silver Pennies."

Dennis O'Brien

Mr. O'Brien is a Certified Public Accountant who since 1990 has
been an accountant for the H.F. Magnuson & Company, Wallace, Idaho. Mr.
O'Brien was graduated from Northern Illinois University with a Bachelor of
Science degree majoring in accounting. Mr. O'Brien serves as a director and/or
secretary of numerous publicly-traded Silver Valley mining concerns.

Justin L. Rice

As Chairman and CEO of Coeur dAlene Mines Corporation, Mr.
Rice shepherded the famed Coeur Silver Mine in the Coeur dAlene Mining District
of northern Idaho, and the Coeur-Rochester Mine near Lovelock, Nevada, into
production. The Coeur produced silver for two decades at a rate of 2.4 -2.6
million ounces per year. The Rochester Mine, still in operation after a 19-year
run, has thus far produced in excess of 100 million ounces of silver and 1
million ounces of gold. Following his retirement from Coeur d'Alene Mines, Mr.
Rice founded Silver Royal Apex Mining Co., and is exploring for silver in the
Coeur d'Alene Mining District with venture partner Azteca Gold Corp.

Matt Williams

Mr. Williams has worked as a contract miner for Sunshine Mining
Co., Anglo Gold, Thyssen Mining Co., and Stillwater Mining Co., and currently is
employed by Hecla Mining Co. at its Lucky Friday Mine in Mullan, Idaho. The
grandson of Corby Mine's prior owner, Chuck Stein, Mr. Williams is well-versed
the Corby property and the geology of the Pine Creek Mining District, and is
familiar with all aspects of underground, hard-rock metal mining.

---

- 15 -

Howard Lahti

Howard Lahti has focused on both precious and industrial metals
throughout a career that has taken him around the world, from Canada, to South
America, to Africa and Asia. In 2006 he directed a drilling program for UC
Resources centered on the McFaulds #3 VMS deposit and subsequently the Noront
new MMS Copper-Nickel-PGE deposit located about 20km to the west from the
McFaulds Lake Camp. He also visited several properties belonging to Curimining
SA, Quito in the Western Mountain Range of Ecuador. He also served as the
"qualified person" under Canadian National Instrument 43-101 for a new company
called Salazar Resources Inc. that bought the Curimining SA gold properties. In
2005 he completed a proprietary geochemical survey for Kitsault Resources in
northwest British Columbia and supervised a MMI geochemical survey for a South
African company at Victoria Island in the Arctic. Early in the 2000s, Mr. Lahti
managed drilling and other mineral exploration projects for diamonds, gold and
base metals in Ontario, Northwest Territories, British Columbia, Panama, Brazil,
Peru and Africa. He also incorporated and ran Deep Search Exploration
Technologies Inc. (DSET), a geochemical service company in Fredericton, New
Brunswick. The company's new Quantum Dot Extraction (QPX) deep penetrating
geochemical method was being extensively used in New Brunswick and elsewhere in
Canada until 2003 when the laboratory was closed. In the 1990s, Mr. Lahti formed
an affiliate consulting company with Dr. Bill Pelton, President of Phoenix
Instruments, Inc. located in Colorado. He is still affiliated with Dr. Pelton
with regard to potential oil shale projects in Colorado. In January 1999 the
company conducted two SMX geochemical surveys for Lucero Resource Corp. in the
Atacama Desert in northern Chile.

Mr. Lahti has worked in various exploration capacities since
1967 by working for Texas Gulf Co, Dresser Minerals Inc, Boliden Preusag,
Millennium Gold (Thailand) Ltd, Pancontinental (Canada) Ltd, Barringer Research
and Cerro Canada Ltd.

Family Relationships

There are no family relationships among our directors or
executive officers.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not
  been involved in any of the following events during the past five years:

|1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                
|2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offenses);                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                
|3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; or
|   |                                                                                                                                                                                                                                                                                                                                
|4. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated.             

Code of Ethics

Effective December 22, 2008, our company's board of directors
adopted a Code of Business Conduct and Ethics that applies to, among other
persons, members of our board of directors, our company's officers including our
president and chief executive officer (being our principal executive officer),
our chief financial officer (being our principal financial officer and our
principal accounting officer), employees, consultants and advisors. As adopted,
our Code of Business Conduct and Ethics sets forth written standards that are
designed to deter wrongdoing and to promote:

---

- 16 -

| | 1. | honest and ethical conduct, including the ethical
      handling of actual or apparent conflicts of interest between personal and
      professional relationships;                                                          
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                              
| | 2. | full, fair, accurate, timely, and understandable
      disclosure in reports and documents that we file with, or submit to, the
      Securities and Exchange Commission and in other public communications made
      by us;
| |    |                                                                                                                                                                                                                              
| | 3. | compliance with applicable governmental laws, rules and
      regulations;                                                                                                                                                   
| |    |                                                                                                                                                                                                                              
| | 4. | the prompt internal reporting of violations of the Code
      of Business Conduct and Ethics to an appropriate person or persons
      identified in the Code of Business Conduct and Ethics; and                            
| |    |                                                                                                                                                                                                                              
| | 5. | accountability for adherence to the Code of Business
      Conduct and Ethics.                                                                                                                                               

Our Code of Business Conduct and Ethics requires, among other
things, that all of our company's personnel shall be accorded full access to our
president and secretary with respect to any matter which may arise relating to
the Code of Business Conduct and Ethics.

Further, all of our company's personnel are to be accorded full
access to our company's board of directors if any such matter involves an
alleged breach of the Code of Business Conduct and Ethics by our Company
officers. In addition, our Code of Business Conduct and Ethics emphasizes that
all employees, and particularly managers and/or supervisors, have a
responsibility for maintaining financial integrity within our company,
consistent with generally accepted accounting principles and federal and state
securities laws. Any employee who becomes aware of any incidents involving
financial or accounting manipulation or other irregularities, whether by
witnessing the incident or being told of it, must report it to his or her
immediate supervisor or to our company's president or secretary. If the incident
involves an alleged breach of the Code of Business Conduct and Ethics by the
president or secretary, the incident must be reported to any member of our board
of directors. Any failure to report such inappropriate or irregular conduct of
others is to be treated as a severe disciplinary matter. It is against our
company policy to retaliate against any individual who reports in good faith the
violation or potential violation of our company's Code of Business Conduct and
Ethics by another. We will provide a copy of the Code of Business Conduct and
Ethics to any person without charge, upon request. Requests may be sent in
writing to Silverstar Mining Corp., 621 Bank Street, Wallace, Idaho 83873.

Committees of the Board

All proceedings of our board of directors were conducted by
resolutions consented to in writing by all the directors and filed with the
minutes of the proceedings of the directors. Such resolutions consented to in
writing by the directors entitled to vote on that resolution at a meeting of the
directors are, according to the corporate laws of the state of Nevada and the
bylaws of our company, as valid and effective as if they had been passed at a
meeting of the directors duly called and held.

Our company currently does not have nominating, compensation or
audit committees or committees performing similar functions nor does our company
have a written nominating, compensation or audit committee charter. Our board of
directors does not believe that it is necessary to have such committees because
it believes that the functions of such committees can be adequately performed by
our directors.

Our company does not have any defined policy or procedure
requirements for shareholders to submit recommendations or nominations for
directors. The directors believe that, given the early stage of our development,
a specific nominating policy would be premature and of little assistance until
our business operations develop to a more advanced level. Our company does not
currently have any specific or minimum criteria for the election of nominees to
the board of directors and we do not have any specific process or procedure for
evaluating such nominees. Our directors assess all candidates, whether submitted
by management or shareholders, and make recommendations for election or
appointment.

A shareholder who wishes to communicate with our board of
directors may do so by directing a written request addressed to our President
and Chief Executive Officer, at the address appearing on the first page of this
annual report.

---

- 17 -

Audit Committee Financial Expert

Our board of directors has determined that we do not have a
board member that qualifies as an audit committee financial expert as defined
in Item 407(d)(5)(ii) of Regulation S-B, however, our board has determined that
David Bond, Dennis OBrien, Justin L. Rice, Matt Williams and Howard Lahti
qualify as independent as the term is used in Item 7(d)(3)(iv)(B) of Schedule
14A under the Securities Exchange Act of 1934, as amended, and as defined by
Rule 4200(a)(14) of NASDAQ Marketplace Rules.

We believe that our board of directors is capable of analyzing
and evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The directors of our company do not believe
that it is necessary to have an audit committee because our company believes
that the functions of an audit committee can be adequately performed by our
board of directors. In addition, we believe that retaining an independent
director who would qualify as an audit committee financial expert would be
overly costly and burdensome and is not warranted in our circumstances given the
early stages of our development.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires our executive officers and directors and persons who own more
than 10% of a registered class of our equity securities to file with the
Securities and Exchange Commission initial statements of beneficial ownership,
reports of changes in ownership and annual reports concerning their ownership of
our shares of common stock and other equity securities, on Forms 3, 4 and 5,
respectively. Executive officers, directors and greater than 10% shareholders
are required by the Securities and Exchange Commission regulations to furnish us
with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of such forms received
by our company, or written representations from certain reporting persons that
no Form 5s were required for those persons, we believe that, during the fiscal
year ended September 30, 2008, all filing requirements applicable to our
officers, directors and greater than 10% beneficial owners as well as our
officers, directors and greater than 10% beneficial owners of our subsidiaries
were complied with, with the exception of the following:

Name
      Number of Late Reports
      Number of Transactions Not Reported on a
      Timely Basis
      Failure to File Required FormsJim MacKenzie
    1(1)
    1
    1John Jardine
    Nil
    Nil
    NilDavid Bond
    1(1)
    1
    1Dennis O'Brien
    1(1)
    1
    1Justin L. Rice
    1(1)
    1
    1Matt Williams
    1(1)
    1
    1Howard Lahti
    1(1)
    1
    1


|(1) | The named officer, director or greater than 10%
      stockholder, as applicable, failed to file a Form 3  Initial Statement of
      Beneficial Ownership of Securities.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 18 -

ITEM 10: EXECUTIVE COMPENSATION

Executive Compensation

The particulars of compensation paid to the following persons:

| | (a) | our principal executive officer;                                                                                                                                                                                                        
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                         
| | (b) | each of our two most highly compensated executive
      officers who were serving as executive officers at the end of the year
      ended September 30, 2008; and                                                                      
| |     |                                                                                                                                                                                                                                         
| | (c) | up to two additional individuals for whom disclosure
      would have been provided under (b) but for the fact that the individual
      was not serving as our executive officer at the end of the year ended
      September 30, 2008,

who we will collectively refer to as our named executive officers,
  of our company for the years ended September 30, 2008 and 2007, are set out
  in the following summary compensation table, except that no disclosure is provided
  for any named executive officer, other than our principal executive officers,
  whose total compensation does not exceed $100,000 for the respective fiscal
  year: The table below summarizes all compensation awarded to, earned by, or
  paid to our executive officers by any person for all services rendered in all
  capacities to us for the fiscal year ended September 30, 2008.

SUMMARY COMPENSATION TABLEName and
        Principal Position
      Year
      Salary
        ($)
      Bonus
        ($)
      **Stock**
        Awards($)
      Option
        Awards ($)
      Non-Equity Incentive
        Plan Compensa- tion ($)
      Change in Pension Value and Nonqualified Deferred Compensation
        Earnings ($)
      All Other
        Compensa -tion ($)
      Total
        ($)Jim MacKenzie, 
        President, Chief 
        Executive Officer 
        and Director(1)
      2008 
        2007
      45,500 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      45,500 
        N/AJohn Jardine, 
        Chief Financial 
        Officer, Secretary 
        and Treasurer(2)
      2008 
        2007
      24,500 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      24,500 
        N/ADerick Sinclair, 
        Former Chief 
        Financial Officer, 
        Secretary and 
        Treasurer(3)
      2008 
        2007
      22,841 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      22,841 
        N/AGreg Cowan, 
        Former Chief 
        Executive 
        Officer, Chief 
        Financial Officer 
        and Director(4)
      2008 
        2007
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A
      N/A 
        N/A


---

- 19 -

Rex Pegg, Former Form VP Exploration
      and Director(5)
    2008 2007
    3,000 2,500
    N/A N/A
    N/A N/A
    N/A N/A
    N/A N/A
    N/A N/A
    N/A N/A
    3,000 2,500


|(1) | Mr. MacKenzie was appointed the President, Chief
      Executive Officer and a director of our company on February 6,
  2008.                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                           
|(2) | Mr. Jardine was appointed the Chief Financial Officer,
      Secretary and Treasurer on March 7, 2008.                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                           
|(3) | Mr. Sinclair was appointed the Chief Financial Officer,
      Secretary and Treasurer of our company on February 6, 2008 and resigned as
      our Chief Financial Officer, Secretary and Treasurer on March 7,
    2008.                                                 
|    |                                                                                                                                                                                                                                                                           
|(4) | Mr. Cowan was appointed the Chief Executive Officer,
      Chief Financial Officer and a director of our company since our inception
      on December 5, 2003 and resigned as or Chief Executive Officer, Chief
      Financial Officer and director on February 6, 2008.
|    |                                                                                                                                                                                                                                                                           
|(5) | Mr. Pegg was appointed the Vice President of Exploration
      and a director of our company in September 2006 and resigned as or Chief
      Operating Officer and director on February 6,
2008.                                                                         

Other than as described below, there are no compensatory plans
or arrangements with respect to our executive officers resulting from their
resignation, retirement or other termination of employment or from a change of
control.

On April 1, 2008, we entered into a consulting agreement with
Mr. James MacKenzie, our Chief Executive Officer and director, to provide
management and consulting services commencing on March 1, 2008. The agreement is
for no fixed term, and expires with 30 days notice of either party. We agreed to
pay to Mr. MacKenzie approximately $6,500 per month.

We have a consulting arrangement with Dr Financial Services
Inc, a company that Mr. Derick Sinclair our former Chief Financial Officer is an
officer and director. Dr Financial Services provides accounting and
administrative services. The agreement is for no fixed term, and expires with 30
days notice of either party. We pay Dr Financial Services Inc approximately
$2,500 per month.

On March 7, 2008, we entered into a consulting agreement with
Mr. John Jardine, our Chief Financial Officer, to provide management and
consulting services commencing on March 7, 2008. The agreement is for no fixed
term, and expires with 30 days notice of either party. We agreed to pay to Mr.
Jardine approximately $3,500 per month

On June 1, 2008, we entered into a consulting agreement with
Mrs Sharon Mackenzie, the wife of our Chief Executive Officer, to provide
administrative services commencing on June 1, 2008. The agreement is for no
fixed term, and expires with 30 days notice of either party. We agreed to pay to
Mrs. Mackenzie approximately $1,500 per month.

On February 6, 2008 Mr. Pegg resigned as our VP Exploration.
  We agreed to pay Mr. Pegg $3,000 for past services.

Outstanding Equity Awards at Fiscal Year-End

As at September 30, 2008, there were no unexercised options or
stock that had not vested in regards to our executive officers, and there were
no equity incentive plan awards for our executive officers during the year ended
September 30, 2008.

Options Grants in the Year Ended September 30, 2008

During the year ended September 30, 2008, no stock options were
granted to our executive officers.

Aggregated Options Exercised in the Year Ended September 30,
2008 and Year End Option Values

---

- 20 -

There were no stock options exercised during the year ended
September 30, 2008 and no stock options held by our executive officers at the
end of the year ended September 30, 2008.

Repricing of Options/SARS

We did not reprice any options previously granted to our
executive officers during the year ended September 30, 2008.

Director Compensation

Directors of our company may be paid for their expenses
incurred in attending each meeting of the directors. In addition to expenses,
directors may be paid a sum for attending each meeting of the directors or may
receive a stated salary as director. No payment precludes any director from
serving our company in any other capacity and being compensated for such
service. Members of special or standing committees may be allowed similar
reimbursement and compensation for attending committee meetings. During the year
ended September 30, 2008, we did not pay any compensation or grant any stock
options to our directors.

Indebtedness of Directors, Senior Officers, Executive
Officers and Other Management

Other than as set out below, none of the directors or executive
officers of our company or any associate or affiliate of our company during the
last two fiscal years, is or has been indebted to our company by way of
guarantee, support agreement, letter of credit or other similar agreement or
understanding currently outstanding.

On January 15, 2008, we loaned $3,000 to a former officer and
director. This loan was repaid in full to our company on May 12, 2008.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCK HOLDER MATTERS.

The following table sets forth, as of December 22, 2008,
certain information with respect to the beneficial ownership of our common stock
by each stockholder known by us to be the beneficial owner of more than 5% of
our common stock, as well as by each of our current directors and executive
officers as a group. Each person has sole voting and investment power with
respect to the shares of common stock, except as otherwise indicated. Beneficial
ownership consists of a direct interest in the shares of common stock, except as
otherwise indicated.

Name and Address of Beneficial Owner
      Amount and Nature of Beneficial Ownership
      Percentage of Class(1)Jim MacKenzie Chief Executive
      Officer/Director 435 Silverdale Pl North Vancouver BC Canada
    1,000,000
    2.2%John Jardine Chief Financial Officer
      2568 Palmerston West Vancouver BC Canada
    1,000,000
    2.2%David Bond 126 King Street Wallace,
      ID 83873
    800,000
    1.8%


---

- 21 -

Dennis O'Brien Scott Building
      Wallace, ID 83873
    100,000
    0.2%Justin L. Rice 219 Cedar Street
      Wallace, ID 83873
    100,000
    0.2%Matt Williams 601 Hunt Gulch Road
      Kingston, ID 83839
    100,000
    0.2%Howard Lahti 1158 Woodstock Rd
      Fredericton, NB Canada
    100,000
    0.2%Greg Cowan 33158 Myrtle Ave Mission
      BC V2V5W1 Canada
    10,000,000
    22.4%Directors and Executive Officers as a
      Group(1)
    3,200,000 common shares
    7.2%


|(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 December 22, 2008. As of December 22, 2008,
      there were 44,584,000 shares of our companys common stock issued and
      outstanding.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Changes in Control

We are unaware of any contract or other arrangement the
operation of which may at a subsequent date result in a change in control of our
company.

Equity Compensation Plan Information

As at September 30, 2008, we do not have any equity
compensation plans in place.

---

- 22 -

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE

Except as described below, no director, executive officer,
principal shareholder holding at least 5% of our common shares, or any family
member thereof, had any material interest, direct or indirect, in any
transaction, or proposed transaction, during the year ended September 30, 2008,
in which the amount involved in the transaction exceeded or exceeds the lesser
of $120,000 or one percent of the average of our total assets at year end for
the last three completed fiscal years.

Related Party Transactions

On April 1, 2008, we agreed to pay Mr. James MacKenzie, our
Chief Executive Officer and director $6,500 per month for management and
consulting services commencing March 1, 2008 expiring in 30 days upon
cancellation notice by either party. We paid $45,500 to the director for these
services during the year ended September 30, 2008 (2007 - $Nil, 2006 - $Nil).

On April 1, 2008, we agreed to pay Mr. John Jardine, our Chief
Financial Officer $3,500 per month for management and consulting services
commencing March 1, 2008 expiring in 30 days upon cancellation notice by either
party. We accrued $24,500 to the officer for these services during the year
ended September 30, 2008 (2007 - $Nil, 2006 - $Nil).

On May 12, 2008, we received $3,000 from a former director of
our company related to an advance receivable.

During the year ended September 30, 2008, we paid or accrued
$15,000 to a company related to our company by way of a director in common for
investor relation services (2007 - $Nil, 2006 - $Nil).

During the year ended September 30, 2008, we paid or accrued
$22,841 to a company related to our company by way of a shareholder in common
for accounting services (2007 - $Nil, 2006 - $Nil).

During the year ended September 30, 2008, we paid or accrued
$5,967 to a shareholder of our company for management and consulting services
(2007 - $Nil, 2006 - $Nil).

During the year ended September 30, 2008, a former officer and
director of our company was paid $3,000 for past services.

During the year ended September 30, 2008, an officer and
director of our company made contributions to capital for management fees in the
amount of $9,000 (2007 - $18,000, 2006 - $18,000) and rent in the amount of
$3,000 (2007 - $6,000, 2006 - $6,000).

Director Independence

We currently act with six directors, consisting of Jim
MacKenzie, David Bond, Dennis OBrien, Justin L. Rice, Matt Williams and Howard
Lahti. We have determined that David Bond, Dennis OBrien, Justin L. Rice, Matt
Williams and Howard Lahti are independent directors as defined in NASDAQ
Marketplace Rule 4200(a)(15).

We do not have a standing audit, compensation or nominating
committee, but our entire board of directors acts in such capacities. We believe
that our members of our board of directors are capable of analyzing and
evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The board of directors of our company does
not believe that it is necessary to have an audit committee because we believe
that the functions of an audit committee can be adequately performed by the
board of directors. In addition, we believe that retaining an independent
director who would qualify as an audit committee financial expert would be
overly costly and burdensome and is not warranted in our circumstances given the
early stages of our development.

---

- 23 -

Transactions with Independent Directors

Our independent directors did not enter into any transactions,
  relationships or arrangements during the year ended September 30, 2008 there
  were considered by our board of directors in determining whether the director
  maintained his independence in accordance with NASDAQ Marketplace Rule 4200(a)(15).

---

- 24 -

ITEM 13: EXHIBITS AND REPORTS

Exhibits required by Item 601 of Regulation S-B

|Exhibit | Description                                                                                                                                                                                                                                                                                                            
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                        
|(3)     | Articles
        of Incorporation and Bylaws                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                        
|3.1     | Articles of
        Incorporation (incorporated by reference from our Registration Statement
        on Form SB-2 filed on January 30, 2007).                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                        
|3.2     | By-laws (incorporated
        by reference from our Registration Statement on Form SB-2 filed on January
        30, 2007).                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                        
|3.3     | Articles of
        Merger filed with the Secretary of State of Nevada on February 20, 2008
        and which is effective March 4, 2008 (incorporated by reference from our
        Current Report on Form 8-K filed on March 5, 2008).                                                                               
|        |                                                                                                                                                                                                                                                                                                                        
|3.4     | Certificate
        of Change filed with the Secretary of State of Nevada on February 20,
        2008 and which is effective March 4, 2008 (incorporated by reference from
        our Current Report on Form 8-K filed on March 5, 2008).                                                                            
|        |                                                                                                                                                                                                                                                                                                                        
|(10)    | Material
        Contracts                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                        
|10.1    | Purchase Agreement
        Rose Prospect Lode Claim (incorporated by reference from our Registration
        Statement on Form SB-2 filed on January 30, 2007).                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                        
|10.2    | Share Exchange
        Agreement dated June 13, 2008, among our company, Silverdale Mining Corp.
        and the selling the shareholders of Silverdale Mining Corp. as set out
        in the share exchange agreement (incorporated by reference from our Current
        Report on Form 8-K filed on June 16, 2008).
|        |                                                                                                                                                                                                                                                                                                                        
|10.3    | Mineral Property
        Option Agreement dated September 14, 2007 between Silverdale Mining Corp.
        and Chuck Stein (incorporated by reference from our Current Report on
        Form 8-K filed on July 28, 2008).                                                                                             
|        |                                                                                                                                                                                                                                                                                                                        
|10.4    | Joint Venture
        Agreement dated March 31, 2008 between our company and New Jersey Mining
        Company (incorporated by reference from our Current Report on Form 8-K
        filed on July 28, 2008).                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                        
|10.5    | Consulting Agreement
        dated April 1, 2008 between our company and Mr. James MacKenzie (incorporated
        by reference from our Quarterly Report on Form 10-QSB filed on August
        14, 2008).                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                        
|10.6    | Share Cancellation/Return
        to Treasury Agreement with Donald James MacKenzie (incorporated by reference
        from our Current Report on Form 8-K filed on October 17, 2008).                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                        
|10.7    | Share Cancellation/Return
        to Treasury Agreement with Greg Cowan (incorporated by reference from
        our Current Report on Form 8-K filed on October 17, 2008).                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                        
|(14)    | Code of Ethics                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                        
|14.1*   | Code
        of Ethics and Business Conduct                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                        
|(21)    | Subsidiaries
        of the Registrant                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                        
|21.1    | Silverdale Mining
        Corp.                                                                                                                                                                                                                                                                                        

---

- 25 -

|(31)  | Section 302 Certifications                                                                            
|----- | ------------------------------------------------------------------------------------------------------
|      |                                                                                                       
|31.1* | Section
      302 Certification of Principal Executive Officer.                                       
|      |                                                                                                       
|31.2* | Section
      302 Certification of Principal Financial Officer and Principal Accounting
      Officer.
|      |                                                                                                       
|(32)  | Section 906 Certification                                                                             
|      |                                                                                                       
|32.1* | Section
      906 Certification of Principal Executive Officer.                                       
|      |                                                                                                       
|32.2* | Section
      906 Certification of Principal Financial Officer and Principal Accounting
      Officer.

*filed herewith

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the fees billed to the Company
for professional services rendered by the Company's independent registered
public accounting firm, for the years ended September 30, 2008 and September 30,
2007:

|Services           | 2008    | 2007  
|------------------ | ------- | ------
|Audit fees         | $7,301  | $4,000
|Audit related fees | $6,779  | $4,779
|Tax fees           | $1,282  | $Nil  
|All other fees     | $981    | $Nil  
|Total fees         | $16,343 | $8,779

Audit Fees. Audit fees consist of fees billed for
professional services rendered for the audits of our consolidated financial
statements, services performed in connection with filings with the Securities
and Exchange Commission and other services that are normally provided by James
Stafford, Chartered Accountants for the fiscal years ended September 30, 2008
and 2007.

Audit related Fees. There were $6,779 audit related fees
paid to James Stafford, Chartered Accountants for the fiscal year ended
September 30, 2008 for services related to the review of the filing of quarterly
of financial information and $4,779 for the fiscal year ended September 30,
2007.

Tax Fees. Consist of fees billed for professional
services for tax compliance, tax advice and tax planning. These services include
assistance regarding federal, state and local tax compliance and consultation in
connection with various transactions and acquisitions.

We do not use James Stafford, Chartered Accountants, for
financial information system design and implementation. These services, which
include designing or implementing a system that aggregates source data
underlying the financial statements or generates information that is significant
to our financial statements, are provided internally or by other service
providers. We do not engage James Stafford, Chartered Accountants to provide
compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before James Stafford, Chartered Accountants is
engaged by us to render any auditing or permitted non-audit related service, the
engagement be:

- approved by our audit committee (the functions of which are performed by
  our entire board of directors); or
- entered into pursuant to pre-approval policies and procedures established
  by the board of directors, provided the policies and procedures are detailed
  as to the particular service, the board of directors is informed of each

---

- 26 -

service, and such policies and
procedures do not include delegation of the board of directors' responsibilities
to management.

Our entire board of directors pre-approves all services
provided by our independent auditors. All of the above services and fees were
reviewed and approved by our sole director either before or after the respective
services were rendered.

Our board of directors have considered the nature and amount of
fees billed by James Stafford, Chartered Accountants and believe that the
provision of services for activities unrelated to the audit is compatible with
maintaining James Stafford, Chartered Accountants independence.

---

- 27 -

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 MINING CORP.

By:     /s/ Jim MacKenzie
              Jim MacKenzie 
              President,
  Chief Executive Officer, and Director 
              (Principal
  Executive Officer)

Date:   December 29, 2008

By:      /s/ John Jardine
             
John
Jardine            
Chief Financial Officer, Secretary and
Treasurer            
(Principal Financial Officer and Principal Accounting Officer)

Date:    December 29, 2008

Pursuant to the requirements of the Securities Exchange Act of
  1934, this report has been signed below by the following persons on behalf of
  the registrant and in the capacities and on the dates indicated.



|By:      /s/ Jim MacKenzie          | By:      /s/ David
      Bond    
|----------------------------------- | ---------------------------------
|Jim
      MacKenzie                 | David Bond                       
|President, Chief Executive Officer, | Director                         
|and
      Director                  |                                  
|(Principal Executive Officer)       | Date:
      December 29, 2008    
|                                    |                                  
|Date: December
      29, 2008       |                                  
|                                    |                                  
|                                    |                                  
|By:      /s/ Dennis OBrien         | By:      /s/ Justin
      L. Rice
|Dennis
      OBrien                | Justin L. Rice                   
|Director                            | Director                         
|                                    |                                  
|Date: December
      29, 2008       | Date:
      December 29, 2008    
|                                    |                                  
|                                    |                                  
|By:      /s/ Matt Williams          | By:      /s/ Howard
      Lahti  
|Matt
      Williams                 | Howard Lahti                     
|Director                            | Director                         
|                                    |                                  
|Date: December
      29, 2008       | Date:
      December 29, 2008    

---