UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q



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



For
the quarterly period ended March 31, 2013



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



For
the transition period from _____________________ to ______________





|SILVERSTAR
    MINING CORP.                               
|----------------------------------------------------------
|(Name
    of small registrant as specified in its charter)



|Nevada                                                                                 |  | 5065                                                                                                                                                          |  | 98-0425627  
|-------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------
|(State
        or other jurisdiction of
        incorporation
        or organization) |  | (Primary
Standard Industrial
                                                                                     Classification
        Code
        Number) |  | IRS
    I.D.



|2500
                                                                                                                                                                                                                      Plaza
                                                                                                                                                                                                                      5,
                                                                                                                                                                                                                      25th
                                                                                                                                                                                                                      Floor,
        Harborside
        Financial Center,
        Jersey
        City, NJ |  | 07311         
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------
|(Address
    of principal executive offices)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | (Zip
    Code)



SEC
File No. 333-140299



Issuer’s
telephone number: 201.633.4716



N/A






(Former
name, former address and former three months, if changed since last report)



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



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]



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



|Large accelerated filer | [  ] | Accelerated filer         | [  ]
|----------------------- | ---- | ------------------------- | ----
|Non-accelerated filer   | [  ] | Smaller Reporting Company | [X] 



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



As
of May 15th, 2013 there were 194,429 shares issued and outstanding of the registrant’s common
stock.


















TABLE
OF CONTENTS



|PART I — FINANCIAL INFORMATION | 3                                                           
|------------------------------ | ------------------------------------------------------------
|                               |                                                             
|Item 1.                        | Financial Statements                                        
|                               |                                                             
|Item 2.                        | Management’s Discussion and Analysis or Plan of Operation.  
|                               |                                                             
|Item 3.                        | Quantitative and Qualitative Disclosure about Market Risk.  
|                               |                                                             
|Item 4.                        | Controls and Procedures.                                    
|                               |                                                             
|PART II — OTHER INFORMATION    |                                                             
|                               |                                                             
|Item 1.                        | Legal Proceedings.                                          
|                               |                                                             
|Item 2.                        | Unregistered Sales of Equity Securities and Use of Proceeds.
|                               |                                                             
|Item 3.                        | Defaults Upon Senior Securities.                            
|                               |                                                             
|Item 4.                        | Mine Safety Disclosures.                                    
|                               |                                                             
|Item 5.                        | Other Information.                                          
|                               |                                                             
|Item 6.                        | Exhibits.                                                   



2







PART
I — FINANCIAL INFORMATION



ITEM
1 — FINANCIAL STATEMENTS



Silverstar
Mining Corp.

(An
Exploration Stage Company)



Consolidated
Interim Financial Statements

(Expressed
in U.S. Dollars)

(Unaudited)

31
March 2013



3







Silverstar
Mining Corp.

(An
Exploration Stage Company)

Consolidated
Balance Sheets

(Expressed
in U.S. Dollars)

(Unaudited)










|                                                             |  | As
    at |            |   | As
    at | 
|------------------------------------------------------------ |  | --------- | ---------- | - | --------- | 
|                                                             |  | 31-Mar-13 |            |   | 30-Sep-12 | 
|                                                             |  | $         |            |   | $         | 
|Assets                                                       |  |           |            |   |           | 
|Current                                                      |  |           |            |   |           | 
|Cash
    and cash equivalents                                |  |           | 25,933     |   |           | 
|Prepaid expense                                              |  |           | 7,249      |   |           | 
|Total Current
    Assets                                     |  |           | 33,182     |   |           | 
|Other                                                        |  |           |            |   |           | 
|Furniture
    and equipment                                  |  |           | 977,437    |   |           | 
|Goodwill                                                     |  |           | 4,134,135  |   |           | 
|Investment
    in Mineral Properties (Note 5)                |  |           | 785,133    |   |           | 
|Total
    Assets                                             |  |           | 5,929,887  |   |           | 
|                                                             |  |           |            |   |           | 
|Liabilities
    and Stockholder’s Equity (Deficit)           |  |           |            |   |           | 
|Current
    Liabilities                                      |  |           |            |   |           | 
|Accounts payable
    and accrued liabilities (Note 6)        |  |           | 61,333     |   |           | 
|Due to related
    party (Note 9)                            |  |           | 129        |   |           | 
|Convertible
    debentures (Note 7)                          |  |           | 20,871     |   |           | 
|Demand Loans
    (Note 8)                                    |  |           | 34,268     |   |           | 
|Shareholder’s
    demand loans (Note 8)                      |  |           | 136,542    |   |           | 
|Shareholder
    advances                                     |  |           | 19,155     |   |           | 
|Share issuance liability                                     |  |           | 4,786,462  |   |           | 
|Total Current
    Liabilities                                |  |           | 5,058,760  |   |           | 
|                                                             |  |           |            |   |           | 
|Stockholders’
    Equity (Deficit)                           |  |           |            |   |           | 
|Capital
    stock (Note 11)                                  |  |           |            |   |           | 
|Authorized                                                   |  |           |            |   |           | 
|225,000,000 of common shares,
    par value $0.001           |  |           |            |   |           | 
|Issued
    and outstanding                                   |  |           |            |   |           | 
|2013 – 193,929 common
    shares, par value $0.001 (Note 11) |  |           |            |   |           | 
|2012 – 169,179 common
    shares, par value $0.001           |  |           | 194        |   |           | 
|Additional
    paid-in capital                               |  |           | 1,536,030  |   |           | 
|Warrant
    reserve                                          |  |           | 935,315    |   |           | 
|Deficit,
    accumulated during the exploration stage        |  |           | (1,856,239 | ) |           | 
|Total Stockholders’
    Equity (Deficit)                     |  |           | 615,300    |   |           | 
|                                                             |  |           |            |   |           | 
|Non-controlling interest                                     |  |           | 255,827    |   |           | 
|                                                             |  |           |            |   |           | 
|Total
    Liabilities and Stockholders’ Equity (Deficit)     |  |           | 5,929,887  |   |           | 



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



F-1







Silverstar
Mining Corp.

(An
Exploration Stage Company)

Consolidated
Statements of Operations

(Expressed
in U.S. Dollars)

(Unaudited)








|                                                                            |  | For the periodfrom the date of inception on 5 December 2003 to |            |   | For the three
    month period ended |  |         | For
    the three month period ended |  |  | For
    the six month period ended |   |  | For
    the six month period ended |         
|--------------------------------------------------------------------------- |  | -------------------------------------------------------------- | ---------- | - | ------------------------------------ |  | ------- | ------------------------------------ |  |  | ---------------------------------- | - |  | ---------------------------------- | --------
|                                                                            |  | 31-Mar-13                                                      |            |   | 31-Mar-13                            |  |         | 31-Mar-12                            |  |  | 31-Mar-13                          |   |  | 31-Mar-12                          |         
|                                                                            |  | $                                                              |            |   | $                                    |  |         | $                                    |  |  | $                                  |   |  | $                                  |         
|Expenses                                                                    |  |                                                                |            |   |                                      |  |         |                                      |  |  |                                    |   |  |                                    |         
|Amortization                                                                |  |                                                                | 78,917     |   |                                      |  | 78,917  |                                      |  |  | -                                  |   |  |                                    | 78,917  
|Bank charges                                                                |  |                                                                | 5,183      |   |                                      |  | 255     |                                      |  |  | 3,214                              |   |  |                                    | 393     
|Consulting                                                                  |  |                                                                | 138,467    |   |                                      |  | -       |                                      |  |  | -                                  |   |  |                                    | -       
|Dues &
    subscriptions                                                    |  |                                                                | 10         |   |                                      |  | -       |                                      |  |  | -                                  |   |  |                                    | 10      
|Exploration
    and development (Note 5)                                    |  |                                                                | 13,029     |   |                                      |  | -       |                                      |  |  | -                                  |   |  |                                    | -       
|Filing fees                                                                 |  |                                                                | 28,956     |   |                                      |  | 4,742   |                                      |  |  | 137                                |   |  |                                    | 5,141   
|Investor relations                                                          |  |                                                                | 84,992     |   |                                      |  | -       |                                      |  |  | -                                  |   |  |                                    | -       
|Legal and accounting
    (Note 9 and 10)                                    |  |                                                                | 311,909    |   |                                      |  | 18,304  |                                      |  |  | 11,300                             |   |  |                                    | 44,667  
|Licences and
    permits                                                    |  |                                                                | 4,266      |   |                                      |  | 650     |                                      |  |  | 200                                |   |  |                                    | 650     
|Management
    fees (Notes 10, 11 and 13)                                   |  |                                                                | 130,000    |   |                                      |  | 4,500   |                                      |  |  | 4,500                              |   |  |                                    | 9,000   
|Rent (Notes
    10, 11 and 13)                                              |  |                                                                | 51,007     |   |                                      |  | 1,750   |                                      |  |  | 2,215                              |   |  |                                    | 3,997   
|Transfer agent
    fees                                                     |  |                                                                | 32,295     |   |                                      |  | -       |                                      |  |  | 2,500                              |   |  |                                    | 755     
|Travel, entertainment
    and office                                        |  |                                                                | 68,270     |   |                                      |  | 785     |                                      |  |  | 474                                |   |  |                                    | 7,297   
|Write-down
    of mineral property acquisition costs (Note 5)               |  |                                                                | 811,696    |   |                                      |  | -       |                                      |  |  | -                                  |   |  |                                    | -       
|Write-down
    of website development costs (Note 4)                        |  |                                                                | 6,600      |   |                                      |  | -       |                                      |  |  | -                                  |   |  |                                    | -       
|Net
    ordinary loss                                                       |  |                                                                | 1,765,597  |   |                                      |  | 109,903 |                                      |  |  | 24,540                             |   |  |                                    | 150,827 
|                                                                            |  |                                                                |            |   |                                      |  |         |                                      |  |  |                                    |   |  |                                    |         
|Other Income/(Expense)                                                      |  |                                                                |            |   |                                      |  |         |                                      |  |  |                                    |   |  |                                    |         
|Interest income                                                             |  |                                                                | 362        |   |                                      |  | -       |                                      |  |  | -                                  |   |  |                                    | -       
|Cost of borrowing
    (Note 14)                                             |  |                                                                | (62,500    | ) |                                      |  | (625    | )                                    |  |  | -                                  |   |  |                                    | (62,500 
|Exchange gain/(loss)                                                        |  |                                                                | 165        |   |                                      |  | 218     |                                      |  |  | -                                  |   |  |                                    | 218     
|Interest
    expense (Note 7, 8 and 13)                                     |  |                                                                | (52,344    | ) |                                      |  | (3,661  | )                                    |  |  | -                                  |   |  |                                    | (7,222  
|                                                                            |  |                                                                | (114,317   | ) |                                      |  | (4,068  | )                                    |  |  | -                                  |   |  |                                    | (69,504 
|Non-controlling interest                                                    |  |                                                                | (23,675    | ) |                                      |  | (23,675 | )                                    |  |  | -                                  |   |  |                                    | (23,675 
|                                                                            |  |                                                                |            |   |                                      |  |         |                                      |  |  |                                    |   |  |                                    |         
|Net
    loss                                                                |  |                                                                | (1,856,239 | ) |                                      |  | (90,296 | )                                    |  |  | (24,540                            | ) |  |                                    | (196,656
|                                                                            |  |                                                                |            |   |                                      |  |         |                                      |  |  |                                    |   |  |                                    |         
|Basic
    and diluted loss per common share                                 |  |                                                                |            |   |                                      |  | (0.47   | )                                    |  |  | (0.15                              | ) |  |                                    | (1.09   
|Weighted
    average number of common shares used in per share calculations |  |                                                                |            |   |                                      |  | 191,721 |                                      |  |  | 169,171                            |   |  |                                    | 180,322 



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



F-2







Silverstar
Mining Corp.

(An
Exploration Stage Company)

Consolidated
Statements of Cash Flows

(Expressed
in U.S. Dollars)



|                                                                           |  | For the period from the
    date of inception on 5 December 2003 to |            |   | For the six month
    period ended |  |          | For the six month
    period ended | 
|-------------------------------------------------------------------------- |  | ------------------------------------------------------------------- | ---------- | - | ---------------------------------- |  | -------- | ---------------------------------- | 
|                                                                           |  | 31-Mar-13                                                           |            |   | 31-Mar-13                          |  |          | 31-Mar-12                          | 
|                                                                           |  | $                                                                   |            |   | $                                  |  |          | $                                  | 
|Cash
    flows from operating activities                                   |  |                                                                     |            |   |                                    |  |          |                                    | 
|Net
    loss for the period                                                |  |                                                                     | (1,879,914 | ) |                                    |  | (220,331 | )                                  | 
|Adjustments
    to reconcile loss to net cash used by operating activities |  |                                                                     |            |   |                                    |  |          |                                    | 
|Accrued interest
– convertible debentures (Note 7)                         |  |                                                                     | 20,871     |   |                                    |  | 747      |                                    | 
|Accrued interest
– shareholder demand loan (Note 8)                        |  |                                                                     | 24,857     |   |                                    |  | 5,175    |                                    | 
|Accrued interest
– demand loan (Note 8)                                    |  |                                                                     | 1,768      |   |                                    |  | 1,300    |                                    | 
|Amortization                                                               |  |                                                                     | 78,917     |   |                                    |  | 78,917   |                                    | 
|Contributions
to capital by related parties (Notes 10, 11 and 13)          |  |                                                                     | 209,500    |   |                                    |  | 12,000   |                                    | 
|Write-down
of mineral property acquisition costs (Note 5)                  |  |                                                                     | 811,696    |   |                                    |  | -        |                                    | 
|Write-down
of website development costs (Note 4)                           |  |                                                                     | 6,600      |   |                                    |  | -        |                                    | 
|Changes in
    operating assets and liabilities                            |  |                                                                     |            |   |                                    |  |          |                                    | 
|Prepaids                                                                   |  |                                                                     | (7,249     | ) |                                    |  | 3,000    |                                    | 
|Increase (decrease)
in accounts payable and accrued liabilities            |  |                                                                     | 13,182     |   |                                    |  | (6,606   | )                                  | 
|Increase in
due to related parties and shares to be issued                 |  |                                                                     | 186,470    |   |                                    |  | 150,815  |                                    | 
|                                                                           |  |                                                                     | (533,302   | ) |                                    |  | 25,017   |                                    | 
|Cash
    flows from investing activities                                   |  |                                                                     |            |   |                                    |  |          |                                    | 
|Acquisition
    of Silverdale, net of cash received (Note 3)               |  |                                                                     | (140,221   | ) |                                    |  | -        |                                    | 
|Acquisition
    of Arriba (Note 3)                                         |  |                                                                     | (1,609     | ) |                                    |  | (1,609   | )                                  | 
|Mineral property
    acquisition costs (Note 5)                            |  |                                                                     | (51,268    | ) |                                    |  | (15,533  | )                                  | 
|Website development
    costs (Note 4)                                     |  |                                                                     | (6,600     | ) |                                    |  | -        |                                    | 
|                                                                           |  |                                                                     | (199,698   | ) |                                    |  | (17,142  | )                                  | 
|Cash
    flows from financing activities                                   |  |                                                                     |            |   |                                    |  |          |                                    | 
|Convertible
    debenture                                                  |  |                                                                     | 15,000     |   |                                    |  | -        |                                    | 
|Shareholder
    Demand Loan                                                |  |                                                                     | 111,683    |   |                                    |  | -        |                                    | 
|Demand Loans                                                               |  |                                                                     | 32,500     |   |                                    |  | 17,500   |                                    | 
|Share issue costs                                                          |  |                                                                     | (1,255     | ) |                                    |  | -        |                                    | 
|Common shares
    issued for cash (Note 11)                                |  |                                                                     | 601,005    |   |                                    |  | -        |                                    | 
|                                                                           |  |                                                                     | 758,933    |   |                                    |  | 17,500   |                                    | 
|Increase
    (decrease) in cash and cash equivalents                       |  |                                                                     | 25,933     |   |                                    |  | 25,375   |                                    | 
|Cash
    and cash equivalents, beginning of period                         |  |                                                                     | -          |   |                                    |  | 558      |                                    | 
|Cash
    and cash equivalents, end of period                               |  |                                                                     | 25,933     |   |                                    |  | 25,933   |                                    | 



Supplemental
Disclosures with Respect to Cash Flows(Note 13)



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



F-3







Silverstar
Mining Corp.

(An
Exploration Stage Company)

Consolidated
Statements of Changes in Stockholders’ Equity (Deficiency)

(Expressed
in U.S. Dollars)



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



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



F-4







Silverstar
Mining Corp.

(An
Exploration Stage Company)

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

(Expressed
in U.S. Dollars)








|                                                                                         |  |               |         |   |         |  |     | Share subscriptions      |  |  | Deficit,          |   |  |               |           
|---------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ------- |  | --- | ------------------------ |  |  | ----------------- | - |  | ------------- | ----------
|                                                                                         |  |               |         |   |         |  |     | received
    in advance  |  |  | accumulated       |   |  |               |           
|                                                                                         |  | Number
    of |         |   | Share   |  |     | /
    Additional paid-in |  |  | during
    the    |   |  | Stockholder’s |           
|                                                                                         |  | shares issued |         |   | capital |  |     | Capital                  |  |  | exploration stage |   |  | equity        |           
|                                                                                         |  |               |         |   | $       |  |     | $                        |  |  | $                 |   |  | $             |           
|                                                                                         |  |               |         |   |         |  |     |                          |  |  |                   |   |  |               |           
|Balance
    at 30 September 2008                                                         |  |               | 44,834  |   |         |  | 45  |                          |  |  | 1,225,976         |   |  |               | (369,103  
|Contributions
    to capital by related parties – expenses (Notes 10, 11 and 13)         |  |               | -       |   |         |  | -   |                          |  |  | 65,500            |   |  |               | -         
|Share
    subscriptions received in advance                                              |  |               | -       |   |         |  | -   |                          |  |  | (422,176          | ) |  |               | -         
|Common
    shares issued for cash ($250 per share) (Note 11)                             |  |               | 950     |   |         |  | 1   |                          |  |  | 237,499           |   |  |               | -         
|Common
    shares issued for cash ($448 per share) (Note 11)                             |  |               | 487     |   |         |  | 1   |                          |  |  | 218,175           |   |  |               | -         
|Common
    shares returned to treasury and cancelled (Notes 11 and 13)                   |  |               | (4,100  | ) |         |  | (15 | )                        |  |  | 5                 |   |  |               | -         
|Intrinsic
    value of beneficial conversion feature (Note 11)                           |  |               | -       |   |         |  | -   |                          |  |  | 15,000            |   |  |               | -         
|Net
    loss for the year                                                                |  |               | -       |   |         |  | -   |                          |  |  | -                 |   |  |               | (1,010,522
|                                                                                         |  |               |         |   |         |  |     |                          |  |  |                   |   |  |               |           
|Balance
    at 30 September 2009                                                         |  |               | 42,171  |   |         |  | 42  |                          |  |  | 1,339,979         |   |  |               | (1,379,625
|Contributions
    to capital by related parties – expenses (Notes 10 and 13)             |  |               | -       |   |         |  | -   |                          |  |  | 24,000            |   |  |               | -         
|Net
    loss for the year                                                                |  |               | -       |   |         |  | -   |                          |  |  | -                 |   |  |               | (85,165   
|                                                                                         |  |               |         |   |         |  |     |                          |  |  |                   |   |  |               |           
|Balance
    at 30 September 2010                                                         |  |               | 42,171  |   |         |  | 42  |                          |  |  | 1,363,979         |   |  |               | (1,464,790
|Reverse
    split 1,000:1 (Note 11)                                                      |  |               | -       |   |         |  | -   |                          |  |  | -                 |   |  |               | -         
|Contributions
    to capital by related parties – expenses (Notes 10 and 13)             |  |               | -       |   |         |  | -   |                          |  |  | 24,000            |   |  |               | -         
|Net
    loss for the year                                                                |  |               | -       |   |         |  | -   |                          |  |  | -                 |   |  |               | (72,935   
|                                                                                         |  |               |         |   |         |  |     |                          |  |  |                   |   |  |               |           
|Balance
    at 30 September 2011                                                         |  |               | 42,171  |   |         |  | 42  |                          |  |  | 1,387,979         |   |  |               | (1,537,725
|Contributions
    to capital by related parties – expenses (Notes 10 and 13)             |  |               | -       |   |         |  | -   |                          |  |  | 24,000            |   |  |               | -         
|Common
    shares issued for business acquisition ($0.16 per share) (Notes 3, 11 and 13) |  |               | 2,000   |   |         |  | 1   |                          |  |  | 319               |   |  |               | -         
|Common
    shares issued for cash ($0.40 per share) (Note 11)                            |  |               | 125,000 |   |         |  | 125 |                          |  |  | 49,875            |   |  |               | -         
|Common
    shares issued at par to balance stock split rounding                          |  |               | 8       |   |         |  | 1   |                          |  |  | 7                 |   |  |               | -         
|Net
    loss for the period                                                              |  |               | -       |   |         |  | -   |                          |  |  | -                 |   |  |               | (121,858  
|                                                                                         |  |               |         |   |         |  |     |                          |  |  |                   |   |  |               |           
|Balance
    at 30 September 2012                                                         |  |               | 169,179 |   |         |  | 169 |                          |  |  | 1,462,180         |   |  |               | (1,659,583



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



F-5







Silverstar
Mining Corp.

(An
Exploration Stage Company)

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

(Expressed
in U.S. Dollars)



|                                                                             |  |               |         |  |         |  |     | Share subscriptions      |  |  | Deficit,          |  |  |               |           
|---------------------------------------------------------------------------- |  | ------------- | ------- |  | ------- |  | --- | ------------------------ |  |  | ----------------- |  |  | ------------- | ----------
|                                                                             |  |               |         |  |         |  |     | received
    in advance  |  |  | accumulated       |  |  |               |           
|                                                                             |  | Number
    of |         |  | Share   |  |     | /
    Additional paid-in |  |  | during
    the    |  |  | Stockholder’s |           
|                                                                             |  | shares issued |         |  | Capital |  |     | capital                  |  |  | exploration stage |  |  | equity        |           
|                                                                             |  |               |         |  | $       |  |     | $                        |  |  | $                 |  |  | $             |           
|                                                                             |  |               |         |  |         |  |     |                          |  |  |                   |  |  |               |           
|Balance
    at 30 September 2012                                             |  |               | 69,179  |  |         |  | 169 |                          |  |  | 1,462,180         |  |  |               | (1,659,583
|Contributions
    to capital by related parties – expenses (Note 10)         |  |               | -       |  |         |  | -   |                          |  |  | 12,000            |  |  |               | -         
|Common shares
    issued to satisfy terms of note payable (Notes 8,10,11,14) |  |               | 24,750  |  |         |  | 25  |                          |  |  | 61,850            |  |  |               | -         
|Warrant reserve
    (Note 3)                                                 |  |               | -       |  |         |  | -   |                          |  |  | 935,315           |  |  |               | -         
|Net
    loss for the period                                                  |  |               | -       |  |         |  | -   |                          |  |  | -                 |  |  |               | (196,656  
|                                                                             |  |               |         |  |         |  |     |                          |  |  |                   |  |  |               |           
|Balance
    at 31 March 2013                                                 |  |               | 193,929 |  |         |  | 194 |                          |  |  | 2,471,345         |  |  |               | (1,856,239



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







F-6









Silverstar
Mining Corp.

(An
Exploration Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

31
March 2013



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



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



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



On
15 February 2013, the Company closed a share exchange agreement entered into on December 27, 2012, and amended on 14 May 2013
(Note 15), with Arriba Resources Inc., (“Arriba”), a company incorporated under the federal laws of Canada, and its
shareholders. Pursuant to the terms of the share exchange agreement, the Company has acquired all of the issued and outstanding
shares of Arriba’s common stock. With the acquisition of Arriba the Company expanded its business of acquiring and exploring
mineral properties.



The
accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Silverdale
Mining Corp. (“Silverdale”) from 24 July 2008, the date of acquisition, Silverstar Mining (Canada) Inc. from 13 April
2011, the date of incorporation, and Arriba Resources Inc. (“Arriba) from 15 February 2013, the date of acquisition.



The
Company is an exploration 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 exploration stage enterprises, and are expressed in U.S. dollars. The Company’s
fiscal year end is 30 September.



These
consolidated financial statements as at 31 March 2013 and for the six month period then ended, have been prepared on a going concern
basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of
business. The Company has a loss for the six month period ended 31 March 2013 of $196,656 (2012 loss - $51,386), cumulative loss
- $1,856,239 (2012 cumulative loss - $1,659,583) and has working capital deficit of $5,025,578 at 31 March 2013 (30 September
2012 deficit - $211,594).



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



F-7







Silverstar
Mining Corp.

(An
Exploration Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

31
March 2013



At
31 March 2013, the Company had suffered losses from exploration 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. | Significant
                                                                                                                                                                                                                     Accounting
                                                                                                                                                                                                                     Policies
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



Principles
of consolidation



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



Cash
and cash equivalents



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



Mineral
property costs



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



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



Mineral
property exploration costs are expensed as incurred.



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



F-8







Silverstar
Mining Corp.

(An
Exploration Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

31
March 2013



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



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



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



Financial
instruments



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



Derivative
financial instruments



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



Website
development costs



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



F-9







Silverstar
Mining Corp.

(An
Exploration Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

31
March 2013



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



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 ASC-7409, “Accounting for Income Taxes”, which
requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized
for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing
assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable
to temporary differences and carry-forwards when realization is more likely than not.



Basic
and diluted net loss per share



The
Company computes net loss per share in accordance with ASC-260, “Earnings per Share”. SFAS No. 128 requires
presentation of both basic and diluted earnings per share (“EPS”) on the face of the consolidated income statement.
Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares
outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during
the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted
EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise
of stock options or warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.



Comprehensive
loss



ASC-220-10,
“Reporting Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss
and its components in the financial statements. As at 30 June 2009, the Company has no items that represent a comprehensive loss
and, therefore, has not included a schedule of comprehensive loss in the consolidated financial statements.



Segments
of an enterprise and related information



ASC-280,
“Disclosures about Segments of an Enterprise and Related Information”, 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. ASC-280 defines operating segments as components of a company
about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding
how to allocate resources and in assessing performance. The Company has evaluated this SFAS and does not believe it is applicable
at this time.



F-10







Silverstar
Mining Corp.

(An
Exploration Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

31
March 2013



Start-up
expenses



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



Foreign
currency translation



The
Company’s functional and reporting currency is in U.S. dollars. The consolidated financial statements of the Company are
translated to U.S. dollars in accordance with ASC-8930, “Foreign Currency Translation”. Monetary assets and
liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains
and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination
of income. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to
offset the impact of foreign currency fluctuations.



Use
of estimates



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



Comparative
figures



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



Changes
in Accounting Policy



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



F-11







Silverstar
Mining Corp.

(An
Exploration Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

31
March 2013



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



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



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



Recent
accounting pronouncements



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



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



F-12







Silverstar
Mining Corp.

(An
Exploration Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

31
March 2013



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



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



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



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



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



The
purchase price allocation has been determined as follows:



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



On
15 February 2013, the Company closed a share exchange agreement entered into on December 27, 2012, and amended on 14 May 2013
(Note 15), with Arriba Resources Inc., (“Arriba”), a company incorporated under the federal laws of Canada, and its
shareholders. Pursuant to the terms of the share exchange agreement, the Company has acquired all of the issued and outstanding
shares of Arriba’s common stock in exchange for the issuance of 2,139,926 shares of the Company’s common stock, valued
at $4,707,837 (calculated using the closing price of $2.20 per share on the closing date), and 2,078,477 warrants to purchase
common shares of the Company at an exercise price of $1.75 and valid for 360 days, valued at $935,315 (calculated using the Black-Scholes
value of $2.20 per share on the closing date less the exercise price of $1.75 per warrant), to the shareholders of Arriba. With
the acquisition of Arriba the Company expanded its business of acquiring and exploring mineral properties.



F-13







Silverstar
Mining Corp.

(An
Exploration Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

31
March 2013



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     |  |   | 13,076   
|Furniture and equipment       |  |   | 1,056,354
|Mineral property interests    |  |   | 755,240  
|Less accounts payable         |  |   | (36,151  
|Less non-controlling interest |  |   | (279,502 
|Total assets acquired         |  |   | 1,509,017
|                              |  |   |          
|Goodwill                      |  |   | 4,134,135
|                              |  |   |          
|Purchase price                |  |   | 5,643,152



As
of 19 May 2013 the 2,139,926 shares associated with this transaction were not issued and a stock issuance liability was created
for the value of the shares to be issued and is reflected in these financial statements.



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



|                              |  |      |       |  |                                                                                                                                                                                                                                                       |  |        | Net Book Value | 
|----------------------------- |  | ---- | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------ | -------------- | 
|                              |  | Cost |       |  | Accumulated
                                                                                                                                amortization
                                                                                / Impairment |  |        | 31 March 2013  | 
|                              |  | $    |       |  | $                                                                                                                                                                                                                                                     |  |        | $              | 
|                              |  |      |       |  |                                                                                                                                                                                                                                                       |  |        |                | 
|Website and development costs |  |      | 6,600 |  |                                                                                                                                                                                                                                                       |  | (6,600 | )              | 
|                              |  |      |       |  |                                                                                                                                                                                                                                                       |  |        |                | 
|                              |  |      | 6,600 |  |                                                                                                                                                                                                                                                       |  | (6,600 | )              | 



The
Company has not incurred any expenditures related to website development costs since the write-down of website development costs
during the year ended 30 September 2009.



| | 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.



F-14







Silverstar
Mining Corp.

(An
Exploration Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

31
March 2013



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.



The
Company has not incurred any expenditures related to the Rose Prospect Lode Mining Claim property since the write-down of mineral
property acquisition costs during the year ended 30 September 2006.



Pinehurst Properties



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





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



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



During
the year ended 30 September 2009, the Company recorded a write-down of mineral property acquisition costs of $106,400 related
to the Pinehurst Properties Mining Claims.



The
Company has not incurred any expenditures related to the Pinehurst Properties Mining Claims since the write-down of mineral property
acquisition costs during the year ended 30 September 2009.



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.                



F-15







Silverstar
Mining Corp.

(An
Exploration Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

31
March 2013



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.



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



During
the year ended 30 September 2009, the Company recorded a write-down of mineral property acquisition costs of $532,100 related
to the Silver Strand Properties mining operations.



The
Company has not incurred any expenditures related to the Silver Strand Properties mining operations since the write-down of mineral
property acquisition costs during the year ended 30 September 2009.



Cobalt
Canyon Gold Project



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



The
Company wrote-off its deferred mineral property costs of $26,600 related to the Gold Canyon Gold Project during the year ended
30 September 2009.



The
Company has not incurred any expenditures related to the Gold Canyon Gold Project since the write-off of deferred mineral property
costs during the year ended 30 September 2009.



AHB
Claims



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



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



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



On
12 June 2012 the Company paid Terracad Geoscience Services $10,000 as a pre-payment against an estimated $15,000 charge to prepare
the National Instrument 43-101 compliant technical report for the Quesnel property, Central British Columbia, Canada. The work
was completed and the Company received final invoicing for the work on 1 October 2012 in the amount of $15,533 which was recorded
as Investment in Mineral Property.





F-16







Silverstar
Mining Corp.

(An
Exploration Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

31
March 2013



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



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



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



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | Balance at 31 March 2013 |        |  | Balance at 31 March 2012 | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ------ |  | ------------------------ | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | $                        |        |  | $                        | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                          |        |  |                          | 
|Three convertible debentures issued to three unrelated parties bearing interest at a rate of 10% per annum on any unpaid principle balances, unsecured, and having no fixed terms of repayment. The holders of the convertible debentures have the right to convert any portion of the unpaid principle and/or accrued interest into restricted common shares of the Company at any time within thirty-six months from the issue date on the basis of $2.50 per common share for each dollar of principle and/or interest due and payable. The Company may repay principal amounts due at any time without premium or penalty. During the six month period ended 31 March 2013, the Company accrued interest expense of $747 (31 March 2012 – $753). The balance as at 31 March 2013 consists of principal of $15,000 (31 March 2012 – $15,000) and accrued interest of $5,871 (31 March 2012 – $4,371), respectively.   The Company recorded a $15,000 interest expense in relation to amortization of debt discount (Note 13) in the year ended 30 September 2009. |  |                          | 20,871 |  |                          | 





F-17







Silverstar
Mining Corp.

(An
Exploration Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

31
March 2013



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





|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | Balance
at31 March 2013 |        |  | Balance
at31 March 2012 | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | ------ |  | ----------------------- | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | $                       |        |  | $                       | 
|A demand loan issued to a shareholder bearing interest at a rate of 10% per annum on any unpaid principle balances, unsecured, and having no fixed terms of repayment. The Company may repay principal amounts due at any time without premium or penalty. On 9 January 2013 the Company issued 24,750 common shares and will issue 250 common shares in the Company in satisfaction of the terms pursuant to this loan (Notes 10, 11 and 14). During the six month period ended 31 March 2013, the Company accrued interest expense of $1,496 (31 March 2012 - $1,504). The balance as at 31 March 2013 consists of principal of $30,000 (31 March 2012 - $30,000) and accrued interest of $10,189 (31 March 2012 - $7,189). |  |                         | 40,189 |  |                         | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                         |        |  |                         | 
|A demand loan issued to a shareholder who is also the Company’s sole officer and director bearing interest at a rate of 10% per annum on any unpaid principle balances, unsecured, and having no fixed terms of repayment. The Company may repay principal amounts due at any time without premium or penalty. During the six month period ended 31 March 2013, the Company accrued interest expense of $125 (31 March 2012 - $125). The balance as at 31 March 2013 consists of principal of $2,500 (31 March 2012 - $2,500) and accrued interest of $720 (31 March 2012 - $470).                                                                                                                                            |  |                         | 3,220  |  |                         | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                         |        |  |                         | 
|During the year ended 30 September 2011, the Company accepted a demand loan from a shareholder bearing interest at a rate of 9% per annum on any unpaid principle balances. The demand loan is unsecured and has no fixed terms of repayment. The Company may repay principal amounts due at any time without premium or penalty. During the six month period ended 31 March 2013, the Company accrued interest expense of $771 (31 March 2012 – $776) (Note 11). The balance as at 31 March 2013 consists of principal of $17,184 (31 March 2012 – $17,184) and accrued interest of $3,531 (31 March 2012 – $1,984).                                                                                                         |  |                         | 20,715 |  |                         | 





F-18







Silverstar
Mining Corp.

(An
Exploration Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

31
March 2013



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | Balance
at31 March 2013 |        |  | Balance at 
31 March 2012 | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------- | ------ |  | ------------------------- | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | $                       |        |  | $                         | 
|During the year ended 30 September 2011, the Company accepted a demand loan from a shareholder bearing interest at a rate of 9% per annum on any unpaid principle balances. The demand loan is unsecured and has no fixed terms of repayment. The Company may repay principal amounts due at any time without premium or penalty. During the six month period ended 31 March 2013, the Company accrued interest expense of $718 (31 March 2012 – $722) (Note 11). The balance as at 31 March 2013 consists of principal of $16,000 (31 March 2012 – $16,000) and accrued interest of $3,140 (31 March 2012 – $1,700).    |  |                         | 19,140 |  |                           | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                         |        |  |                           | 
|During the year ended 30 September 2011, the Company accepted a demand loan from a shareholder bearing interest at a rate of 9% per annum on any unpaid principle balances. The demand loan is unsecured and has no fixed terms of repayment. The Company may repay principal amounts due at any time without premium or penalty. During the six month period ended 31 March 2013, the Company accrued interest expense of $718 (31 March 2012 – $722) (Note 11). The balance as at 31 March 2013 consists of principal of $16,000 (31 March 2012 – $16,000) and accrued interest of $2,906 (31 December 2011 – $1,446). |  |                         | 18,906 |  |                           | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                         |        |  |                           | 
|During the year ended 30 September 2011, the Company accepted a demand loan from a shareholder bearing interest at a rate of 9% per annum on any unpaid principle balances. The demand loan is unsecured and has no fixed terms of repayment. The Company may repay principal amounts due at any time without premium or penalty. During the six month period ended 31 March 2013, the Company accrued interest expense of $629 (31 March 2012 – $632) (Note 11). The balance as at 31 March 2013 consists of principal of $14,000 (31 March 2012 – $14,000) and accrued interest of $2,100 (31 March 2012 – $839).      |  |                         | 16,100 |  |                           | 







F-19







Silverstar
Mining Corp.

(An
Exploration Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

31
March 2013



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | Balance at 31 March 2013 |         |  | Balance at 31 March 2012 | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------ | ------- |  | ------------------------ | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | $                        |         |  | $                        | 
|During the year ended 30 September 2011, the Company accepted a demand loan from a shareholder bearing interest at a rate of 9% per annum on any unpaid principle balances. The demand loan is unsecured and has no fixed terms of repayment. The Company may repay principal amounts due at any time without premium or penalty. During the six month period ended 31 March 2013, the Company accrued interest expense of $718 (31 March 2012 – $722) (Note 11). The balance as at 31 March 2013 consists of principal of $16,000 (31 March 2012 – $16,000) and accrued interest of $2,272 (31 March 2012 – $832).                                                                                                                              |  |                          | 18,272  |  |                          | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                          |         |  |                          | 
|During the quarter ended 30 June 2012, the Company accepted a demand loan from a third part bearing interest at a rate of 10% per annum on any unpaid principle balances. The demand loan is unsecured and has no fixed terms of repayment. The Company may repay principal amounts due at any time without premium or penalty. During the six month period ended 31 March 2013 the Company accepted an additional $17,500 under the same terms and conditions. During the six month period ended 31 March 2013, the Company accrued interest expense of $1,300 (31 March 2012 – $Nil) (Note 11). The balance as at 31 March 2013 consists of principal of $32,500 (31 March 2012 – $Nil) and accrued interest of $1,768 (31 March 2012 – $Nil). |  |                          | 34,268  |  |                          | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                          | 170,810 |  |                          | 



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



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



A
demand loan issued to the Company’s former President (Note 8) bears interest at 10% p.a. and is payable on demand. At 31
March 2013 the balance owing was $2,500 plus accrued interest of $720 (31 March 2012 - $2,500 plus accrued interest of $470) and
is accounted for as a Shareholder Demand Loan.



F-20







Silverstar
Mining Corp.

(An
Exploration Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

31
March 2013



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



During
the year ended 30 September 2006, an officer and director of the Company made contributions to capital for management fees in
the amount of $18,000 and rent in the amount of $6,000 (Notes 11 and 13).



During
the year ended 30 September 2007, an officer and director of the Company made contributions to capital for management fees in
the amount of $18,000 and rent in the amount of $6,000 (Notes 11 and 13).



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



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



During
the year ended 30 September 2008, an officer and director of the Company made contributions to capital for management fees in
the amount of $9,000 and rent in the amount of $3,000 (Notes 11 and 13).



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



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



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



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



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



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



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



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





F-21







Silverstar
Mining Corp.

(An
Exploration Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

31
March 2013



On
9 January 2013 the Company issued 24,750 common shares to a note holder that was entitled to this amount of shares based on the
terms pursuant to a note payable of $30,000, still outstanding as of 31 December 2012 in the amount of $39,449 (Notes 8, 11 and
14). The Company is still obligated to issue an additional 250 common shares to satisfy the terms of the note (Note 14).



On
28 March 2013 warrants to purchase 80,000 common shares were exercised by related parties yielding proceeds of $49,000 in cash
received and a subscriptions receivable of $7,000 (Notes 10 and 11).



During
the six month period ended 31 March 2013, an officer and director of the Company made contributions to capital for management
fees in the amount of $9,000 (31 March 2012 - $9,000) and rent in the amount of $3,000 (31 March 2012 - $3,000) (Notes 11 and
13).



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



Authorized
capital stock consists of 225,000,000 post reverse split common shares with a par value of $0.001 per common share. The total
issued and outstanding capital stock is 194,429 common shares with a par value of $0.001 per common share.



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



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



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



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



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



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



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



F-22







Silverstar
Mining Corp.

(An
Exploration Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

31
March 2013



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



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



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



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



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



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



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



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



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



On
9 January 2013 the Company issued 24,750 common shares to a note holder that was entitled to this amount of shares based on the
terms pursuant to a note payable of $30,000, still outstanding as of 31 December 2012 in the amount of $39,449 (Note 8 and 14).
The Company is still obligated to issue an additional 250 common shares to satisfy the terms of the note (Note 14).



On
28 March 2013 warrants to purchase 80,000 common shares were exercised by related parties yielding proceeds of $49,000 in cash
received and a subscriptions receivable of $7,000 (Notes 10 and 11).



F-23







Silverstar
Mining Corp.

(An
Exploration Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

31
March 2013



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



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



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



|                                            |  | For the six month period ended 
31 March 2013 |         |   | For the six month period ended 
31 March 2012 | 
|------------------------------------------- |  | --------------------------------------------- | ------- | - | --------------------------------------------- | 
|                                            |  | $                                             |         |   | $                                             | 
|Deferred tax asset attributable to:         |  |                                               |         |   |                                               | 
|Current operations                          |  |                                               | 66,863  |   |                                               | 
|Contributions to capital by related parties |  |                                               | (4,080  | ) |                                               | 
|Less: Change in valuation allowance         |  |                                               | (62,783 | ) |                                               | 
|                                            |  |                                               |         |   |                                               | 
|Net refundable amount                       |  |                                               | -       |   |                                               | 



The
composition of the Company’s deferred tax assets as at 31 March 2013 and 30 September 2012 are as follows:



|                                        |  | As at 
31 March 2013 |           |   | As at 
30 September 2012 | 
|--------------------------------------- |  | -------------------- | --------- | - | ------------------------ | 
|                                        |  | $                    |           |   | $                        | 
|                                        |  |                      |           |   |                          | 
|Income tax operating loss carry-forward |  |                      | 1,856,239 |   |                          | 
|                                        |  |                      |           |   |                          | 
|Statutory federal income tax rate       |  |                      | 34        | % |                          | 
|Contributed rent and services           |  |                      | 0         | % |                          | 
|Effective income tax rate               |  |                      | 34        | % |                          | 
|                                        |  |                      |           |   |                          | 
|Deferred tax assets                     |  |                      | 631,121   |   |                          | 
|Less: Valuation allowance               |  |                      | (631,121  | ) |                          | 
|                                        |  |                      |           |   |                          | 
|Net deferred tax asset                  |  |                      | -         |   |                          | 



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



As
at 31 March 2012, the Company has an unused net operating loss carry-forward balance of approximately $1,856,000 that is available
to offset future taxable income. This unused net operating loss carry-forward balance expires between 2024 and 2030.





F-24







Silverstar
Mining Corp.

(An
Exploration Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

31
March 2013



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



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



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



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



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



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



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



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



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



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



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



During
the six month period ended 31 March 2013, the Company accrued interest of $7,222 related to the convertible debentures (Note 7)
and demand loans (Note 8).





F-25







Silverstar
Mining Corp.

(An
Exploration Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in U.S. Dollars)

31
March 2013



| | 14. | Commitments
| | --- | -----------



On
14 November 2012, the Company received a Notice of Exercise for warrants to purchase 25,000 common shares of the Company valued
at $17,500, being the value of the warrants exercised by a shareholder of the Company. The $17,500 in proceeds received was accounted
for as Shares to be Issued.



On
9 January 2013 the Company issued 24,750 common shares to a note holder that was entitled to this amount of shares based on the
terms pursuant to a note payable of $30,000, still outstanding as of 31 December 2012 in the amount of $39,449 (Notes 8, 10 and
11). The Company is still obligated to issue an additional 250 common shares to satisfy the terms of the note (Notes 8, 10 and
11).



On
28 March 2013 warrants to purchase 80,000 common shares were exercised by related parties yielding proceeds of $49,000 in cash
received and a subscriptions receivable of $7,000 (Notes 10 and 11). The shares were not issued as at 31 March 2013.



As
of 19 May 2013 the 2,139,926 shares associated with the Arriba transaction (Note 3) were not issued and a stock issuance liability
was created for the value of the shares to be issued and is reflected in these financial statements.



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



On
14 May 2013 the Company closed an amendment to the share exchange agreement with Arriba Resources Inc. (“Arriba”)
that reduced the number of common shares of the Company to be issued in connection with the acquisition of all the common shares
of Arriba from 4,179,852 common shares to 2,139,926 common shares (Note 3).



The
Company determined that a correction was necessary to the financial statements as at 30 September 2012 due to advances made by
a shareholder of the Company, to pay for expenses on behalf of the Company, that were not properly accounted for and which increased
the net loss by $31,155, in the expense category of Travel, Entertainment and Office, and increased the amount carried as Shareholder
loans accordingly. During the three months ended 31 March 2013 $12,000 was paid against the amount owed and the balance of $19,155
is included in Shareholder loans.





F-26







Item 2.  Management’s
Discussion and Analysis or Plan of Operation.



The following discussion
of our financial condition and results of operations should be read in conjunction with our financial statements and the related
notes, and other financial information included in this Form 10-Q.



Our Management’s Discussion and
Analysis contains not only statements that are historical facts, but also statements that are forward-looking.  Forward-looking
statements are, by their very nature, uncertain and risky.  These risks and uncertainties include international, national,
and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully
make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the
failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers;
fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions;
the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange
rate; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.



Although the forward-looking statements
in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently
known by them.  Consequently, and because forward-looking statements are inherently subject to risks and uncertainties,
the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements.  You
are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested
parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.



Overview



On May 16, 2011 our recently
formed, wholly owned subsidiary, Silverstar Mining Canada, Inc., (“SMCI”) acquired three mining claims encompassing
approximately 1,006 hectares in British Columbia, Canada. In consideration for the transfer of the mining claims, we paid
the transferor $10,000 and we are required to issue the transferor two million shares of our common stock.



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



PROPERTY LOCATION AND ACCESS



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



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



We have not conducted any
feasibility studies on the mining claims. However, contiguous and other properties in the immediate vicinity indicate deposits
of gold, silver and copper.



We intend to undertake further
geological studies of the mining claims and will engage an independent geologist to conduct further geological studies which will
also include preliminary drilling on the Property. Initial work would be studying historical information on the area, the trend
line and sampling. The sampling analysis will direct management on subsequent investment of resources.



On 15 February 2013, the
Company closed a share exchange agreement (the “Share Exchange Agreement”), entered
into on December 27, 2012, and amended on 14 May 2013 (Note 15), with Arriba Resources Inc., (“Arriba”), a company
incorporated under the federal laws of Canada, and its shareholders. Pursuant to the terms of the share exchange agreement, the
Company has acquired all of the issued and outstanding shares of Arriba’s common stock in exchange for the issuance of 2,139,926
shares of the Company’s common stock, and 2,078,477 warrants to purchase common shares of the Company at an exercise price
of $1.75 and valid for 360 days from the closing,These securities were issued without a prospectus.



4







Arriba is engaged in the
exploration and development of mineral properties. It currently holds 70% of a drilling company as well as 50% of the “La
Palma” gold and silver property in Mexico and an option to acquire a further 30%.



Upon the acquisition of
Arriba as our wholly owned subsidiary, we have changed our business focus to that of operating Arriba’s majority owned drilling
company and completing an exploration program on the La Palma property.



We will file audited financial
statements of Arriba within 75 days of the completion of the acquisition by including them in an amendment to this Current Report
on Form 8-K.



The closing of the share
exchange agreement also resulted in the creation of a new control shareholder in our company. Mexican Resources Ltd., now holds
675,714 shares of our common stock as well as warrants to acquire a further 1,319,852 shares of our common stock at $1.75 per share
until February 15, 2014. The shares and warrants, in the aggregate, result in Mexican Resources Ltd., holding a total of 45.2%
of our issued and outstanding voting securities.



At 31 Marc 2013, 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 interim
financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Results of Operations



Revenue



Since
our Inception, we have not generated any revenues.



Expenses for the three month periods
ended March 31, 2013 and 2012:



For the three months ended
March 31, 2013 expenses totaled $113,971 and were mainly attributable to amortization totaling $78,917, and legal and accounting
fees totaling $18,304, less minority interest totaling $23,675, as compared to March 31, 2012 expenses totaled $24,540 and were
mainly attributable to legal and accounting fees totaling $11,300.



Except as set forth above, we
had no other significant line item expenses for the three months ended March 31, 2013 and March 31, 2012.



Our Net Loss for the three
months ended March 31, 2013 was $(90,296) as compared to $(24,540) for March 31, 2012.



Our Net Loss per share for
the three months ended March 31, 2013 was $(0.47) as compared to $(0.15) for March 31, 2012.



Expenses for the six month periods
ended March 31, 2013 and 2012:



For the six months ended
March 31, 2013 expenses totaled $220,331 and were mainly attributable to amortization totaling $78,917, legal and accounting fees
totaling $44,667, and cost of borrowing totaling $62,500, less minority interest totaling $23,675, as compared to March 31, 2012
expenses totaled $51,386 and were mainly attributable to legal and accounting fees totaling $26,362.



5







Except as set forth above, we
had no other significant line item expenses for the six months ended March 31, 2013 and March 31, 2012.



Our Net Loss for the six
months ended March 31, 2013 was $(196,656) as compared to $(51,386) for March 31, 2012.



Our Net Loss per share for
the six months ended March 31, 2013 was $(1.09) as compared to $(0.46) for March 31, 2012.



Expenses from inception to March
31, 2013:



Total expenses since inception
were $1,765,597 which consists primarily of a write down of mineral property acquisition costs totaling $811,696, legal and
accounting fees totaling $311,909, consulting services totaling $138,467, management fees totaling $130,000, investor relations
totaling $84,992, amortization totaling $78,917, cost of borrowing totaling $62,500, and interest totaling $52,344. Our legal and
accounting fees since Inception are mostly attributable to our ongoing reporting obligations with the Securities and Exchange Commission. We
have also incurred legal expenses associated with the acquisition of the mining claims and our recent acquisition of Arriba.



Our Net Loss since Inception
totaled $(1,856,239).



Until such time as we can
generate revenues from operations, we will continue to incur operating losses. Even if we do generate revenues, there
can be no assurance that we will not continue to operate at a loss.



Liquidity and Working Capital



We have limited assets. At
March 31, 2013 we had cash of $25,933 as compared to $558 at September 30, 2012. We also had $7,249 in prepaid expenses
as of March 31, 2013 compared to $10,249 at September 30, 2012. At March 31, 2013 our investment in our mineral properties
totaled $785,133, furniture and equipment totaled $977,437, and goodwill totaled $4,134,135, as compared to $14,360, $Nil and $Nil,
respectively, at September 30, 2013. At March 31, 2013 we had total assets were $5,929,887 as compared to $25,167 at September
30, 2012.



Current liabilities at March
31, 2013 totaled $5,058,760 consisting primarily of a shareholder demand note totaling $136,542, share issuance liability
of $4,786,462 (mainly for shares to be issued as per the terms of the Arriba share exchange agreement), and accounts payable and
accruals totaling $61,333. Current liabilities at September 30, 2012 totaled $222,401 consisting primarily of shareholder
demand loans totaling $131,366, shareholder advances totaling $31,155, convertible debentures totaling $20,124, and accounts
payable totaling $19,788.



Our working capital deficit
at March 31, 2013 was $5,025,578 as compared to $211,594 at September 30, 2012.



Unless we secure additional
debt or equity financing, of which there can be no assurance, we will not be able to continue operations and you may lose your
entire investment. We currently do not have any arrangements in place for any future debt or equity financing.



Off-Balance Sheet Arrangements



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



6







Going Concern



Due to the uncertainty of
our ability to meet our current operating and capital expenses, in their report on the annual consolidated financial statements
for the year ended September 30, 2012, 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 debt or equity capital 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 debt to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt
or equity financing.



Item 3.  Quantitative and Qualitative Disclosure About Market
Risk



The Company’s market
risk profile has not changed significantly from its year ended September 30, 2012.



Foreign Currency Exchange Rate Risk



The Company holds cash balances
in U.S. dollars. Our operations are located in Canada. As a result, currency exchange fluctuations may impact our
operating costs. We do not manage our foreign currency exchange rate risk through the use of financial or derivative instruments,
forward contracts or hedging activities.



In general, the strengthening
of the U.S. dollar will positively impact our expenses transacted in Canadian dollars. Conversely, any weakening of the U.S
dollar will increase our expenses transacted in Canadian dollars. We do not believe that any weakening of the U.S. dollar
as compared to the Canadian dollar will have an adverse material effect on our operations.



Item 4.  Controls and Procedures.



Evaluation of Disclosure Controls and Procedures



The Company’s Chief
Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2012. Based upon such evaluation, the
Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2013, the Company’s disclosure controls
and procedures were not effective.



Management’s Report on Internal Control Over Financial
Reporting



Under the supervision and
with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation
of the effectiveness of our internal control over financial reporting as of March 31, 2013 based on the framework stated by the
Committee of Sponsoring Organizations of the Treadway Commission. Furthermore, due to our financial situation, we will be implementing
further internal controls as we become operative so as to fully comply with the standards set by the Committee of Sponsoring Organizations
of the Treadway Commission.



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



7







Based on its evaluation
as of March 31, 2013, our management concluded that our internal controls over financial reporting were not effective as of March
31, 2013. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting
such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements
will not be prevented or detected on a timely basis.



The material weakness relates
to the following:



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



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



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



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



Changes in Internal Control Over Financial Reporting



No change in the Company’s
internal control over financial reporting occurred during the quarter ended March 31, 2013, that materially affected, or is reasonably
likely to materially affect, the Company’s internal control over financial reporting.



8







PART II — OTHER INFORMATION



Item 1.  Legal Proceedings.



None.



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



(a)       Unregistered
Sales of Equity Securities.



The Registrant did not sell any unregistered
securities during the three months ended March 31, 2013.



(b)       Use
of Proceeds.



The Registrant did not sell any unregistered
securities during the three months ended March 31, 2013.



Item 3.  Defaults Upon Senior
Securities



None.



Item 4.  Mine Safety Disclosures.



Not applicable.



9







Item 5.  Other Information.



Not applicable.



Item 6.  Exhibits.



|(a) | Exhibits.
|--- | ---------



|Exhibit No. |  | Document Description                                                                                                          
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                               
|31.1        |  | CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
|            |  |                                                                                                                               
|32.1 *      |  | CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002  



---



|* |  | This exhibit shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after
the date hereof and irrespective of any general incorporation language in any filings.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



10







SIGNATURES



In accordance with the requirements of
the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Silverstar Mining Corp., a Nevada corporation



|Title                                     |  | Name              |  | Date              |  | Signature            
|----------------------------------------- |  | ----------------- |  | ----------------- |  | ---------------------
|President,
    Chief Executive Officer,   |  | Neil
    Kleinman |  | May  20,
    2013 |  | /s/
    Neil Kleinman
|Director,
    Principal Executive Officer |  |                   |  |                   |  |                      



|Title                                    |  | Name                  |  | Date              |  | Signature                
|---------------------------------------- |  | --------------------- |  | ----------------- |  | -------------------------
|Chief
    Financial Officer and Director |  | Jared
    G. Robinson |  | May  20,
    2013 |  | /s/
    Jared G. Robinson



In accordance with the Exchange Act, this
Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|SIGNATURE         |  | NAME          |  | TITLE                                 |  | DATE        
|----------------- |  | ------------- |  | ------------------------------------- |  | ------------
|/s/ Neil Kelinman |  | Neil Kleinman |  | Principal Executive Officer, Director |  | May 20, 2013



|SIGNATURE          |  | NAME              |  | TITLE                                 |  | DATE        
|------------------ |  | ----------------- |  | ------------------------------------- |  | ------------
|/s/ Jared Robinson |  | Jared G. Robinson |  | Principal Financial Officer, Director |  | May 20, 2013



11