As filed with the Securities and Exchange Commission on October 23, 2003

                                                    Registration No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                            SILVERSTAR HOLDINGS, LTD.
                     (formerly Leisureplanet Holdings, Ltd.)
             (Exact name of registrant as specified in its charter)

              Bermuda                                         Not Applicable
   (State or other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                           Identification No.)


                         Clarendon House, Church Street
                             Hamilton HM CX, Bermuda
                                 (441) 295-1422
                    (Address of Principal Executive Offices)

                       1995 Stock Option Plan, as amended
                                       of
                            Silverstar Holdings, Ltd.
                                       and
                     Stock Option Agreement for Graham Cohen
                            (Full title of the plan)

                           Clive Kabatznik, President
                            Silverstar Holdings, Ltd.
                          6100 Glades Road - Suite 305
                              Boca Raton, FL 33434
                     (Name and address of agent for service)

                                 (561) 479-0040
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                             Henry I. Rothman, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174

Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.






<PAGE>
<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
                                                   PROPOSED               PROPOSED
                                                   MAXIMUM                MAXIMUM
TITLE OF                  AMOUNT                   OFFERING               AGGREGATE              AMOUNT OF
SECURITIES                TO BE                    PRICE PER              OFFERING               REGISTRATION
TO BE REGISTERED          REGISTERED(1)            SHARE                  PRICE                  FEE

<S>                            <C>                       <C>                  <C>                      <C>
Common Stock, par              40,000 shares             $0.75(2)             $30,000.00(2)            $2.43
value $.01 per share
                               60,000 shares             $0.42(2)             $25,200.00(2)            $2.04
                               35,000 shares             $0.16(2)             $5,600.00(2)             $0.45
                              125,000 shares             $0.75(2)             $93,750.00(2)            $7.58
                              365,000 shares             $1.18(3)            $430,700.00(3)            $34.84
                          ------------------------                        ---------------------- -------------------
Total                         625,000 shares                                   $585,250.00             $47.34
---------------------------------------------------------------------------------------------------------------------

</TABLE>


-------------------------------------
(1) Pursuant to Rule 416(b) of the Securities Act of 1933 (the "Securities
Act"), there shall also be deemed covered hereby all additional securities
resulting from anti-dilution adjustments under the 1995 Stock Option Plan, as
amended and the Stock Option Agreement dated December 18, 2000 between
Leisureplanet Holdings, Ltd. and Graham Cohen.
(2) Estimated solely for the purpose of calculating the registration fee on the
basis of, pursuant to Rule 457(h) under the Securities Act, the exercise price
of presently outstanding options.
(3) Estimated solely for the purpose of calculating the registration fee on the
basis of, pursuant to Rule 457(c) and (h) under the Securities Act, the average
of the high and low prices of the Common Stock of Silverstar Holdings, Ltd as
reported on the Nasdaq SmallCap Market on October 22, 2003.



<PAGE>

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents  heretofore  filed by the registrant  with the
Securities and Exchange  Commission  (Commission  File No. 0-27494)  pursuant to
Section  13(a) of the  Securities  Exchange  Act of 1934  (the  "1934  Act") are
incorporated herein by reference:

         (a) The registrant's Annual Report on Form 10-K for the year ended June
30, 2002;

         (b) The  registrant's  Quarterly  Reports on Form 10-Q for the quarters
ended September 30, 2002, December 31, 2002 and March 31, 2003; and

         (c) The description of the  registrant's  Common Stock contained in the
registrant's  Registration  Statement  on Form 8-A  filed on  January  4,  1996,
including  any  amendment  or report  filed for the  purpose  of  updating  such
descriptions.

         All  documents  filed  subsequent  to the  date  of  this  Registration
Statement  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.



<PAGE>


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

              Under Bermuda law and the  registrant's  Memorandum of Association
         and bye-laws, the directors,  officers, liquidators and auditors of the
         registrant   and  their  heirs,   executors  and   administrators   are
         indemnified and held harmless out of the assets of Silverstar Holdings,
         Ltd. from and against all actions,  costs, charges, losses and expenses
         which they or any of them,  their heirs,  executors or  administrators,
         shall  or may  incur  or  sustain  by or by  reason  of any  act  done,
         concurred  in or omitted in or about the  execution  of their duty,  or
         supposed duty, or in their  respective  offices or trusts,  and none of
         them shall be answerable for the acts,  receipts,  neglects or defaults
         of the others of them or for  joining in any  receipts  for the sake of
         conformity  or for any loss,  misfortune  or damage which may happen in
         the  execution of their  respective  offices or trusts,  or in relation
         thereto,  provided  that they are not  entitled to  indemnification  in
         respect of any willful negligence, willful default, fraud or dishonesty
         which may attach to them.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

Exhibit
Number           Description
------           -----------

4.01             Memorandum of Association of the registrant(1)

4.02             Bye-Laws of the registrant(1)

*4.03            Stock Option Agreement

*4.04            1995 Stock Option Plan, as amended

*4.05            Stock Option Agreement dated December 18, 2000 between
                 Leisureplanet Holdings, Ltd. and Graham Cohen

*5.01            Opinion of Conyers Dill & Pearman, as to the legality of the
                 Common Stock being offered

*23.01           Consent of Rachlin Cohen & Holtz LLP

*23.02           Consent of Conyers Dill & Pearman (contained in Exhibit 5.01)

*24.01           Power of attorney of certain officers and directors of the
                 registrant (contained in the signature page)

--------------
(1)  Incorporated by reference is the registrant's Registration Statement on
     Form S-1 (No. 33-99180) (filed on November 9, 1995), as amended on Form
     S-1/A No. 1, Form S-1/A No. 2, Form S-1/A No. 3 (filed on December 27,
     1995, January 16, 1996 and January 24, 1996, respectively).

*    Filed herewith


<PAGE>



ITEM 9.  UNDERTAKINGS.


(a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

              (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

              (ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.

              (iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

<PAGE>




         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boca Raton, State of Florida, on the 23rd day of
October, 2003.


                                             SILVERSTAR HOLDINGS, LTD.


                                             By:  /s/ Clive Kabatznik
                                                  ------------------------------
                                                      Clive Kabatznik
                                                      President

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature below
constitutes and appoints each of Michael Levy and Clive Kabatznik his/her true
and lawful attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him/her and in his/her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or either of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 23rd day of October, 2003.


          Signature                                   Title
          ---------                                   -----


        /s/ Michael Levy                      Chairman of the Board
----------------------------------
        Michael Levy


      /s/ Clive Kabatznik                     President, Vice Chairman, Chief
----------------------------------            Executive Officer, Chief Financial
       Clive Kabatznik                        Officer and Director


       /s/ Joseph Weil                        Director
----------------------------------
       Joseph Weil


      /s/ Cornelius J. Roodt                  Director
---------------------------------
     Cornelius J. Roodt


<PAGE>

                                 EXHIBIT INDEX


Exhibit
Number           Description
------           -----------

4.01             Memorandum of Association of the registrant(1)

4.02             Bye-Laws of the registrant(1)

*4.03            Stock Option Agreement

*4.04            1995 Stock Option Plan, as amended

*4.05            Stock Option Agreement dated December 18, 2000 between
                 Leisureplanet Holdings, Ltd. and Graham Cohen

*5.01            Opinion of Conyers Dill & Pearman, as to the legality of the
                 Common Stock being offered

*23.01           Consent of Rachlin Cohen & Holtz LLP

*23.02           Consent of Conyers Dill & Pearman (contained in Exhibit 5.01)

*24.01           Power of attorney of certain officers and directors of the
                 registrant (contained in the signature page)

--------------
(1)  Incorporated by reference is the registrant's Registration Statement on
     Form S-1 (No. 33-99180) (filed on November 9, 1995), as amended on Form
     S-1/A No. 1, Form S-1/A No. 2, Form S-1/A No. 3 (filed on December 27,
     1995, January 16, 1996 and January 24, 1996, respectively).

*    Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "fs8-10232003.txt", "description": "OCTOBER 23, 2003", "secsgml_size_bytes": 17764}]
{"company-data": {"conformed-name": "SILVERSTAR HOLDINGS LTD", "cik": "0001003390", "assigned-sic": "7900", "irs-number": "000000000", "state-of-incorporation": "B0", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109932", "film-number": "03954691"}, "business-address": {"street1": "6100 GLADES ROAD SUITE 305", "city": "BOCA RATON", "state": "FL", "zip": "33434", "phone": "5614790040"}, "mail-address": {"street1": "2665 S BAYSHORE DR 405", "city": "COCONUT GROVE", "state": "FL", "zip": "33133"}, "former-company": [{"former-conformed-name": "LEISUREPLANET HOLDINGS LTD", "date-changed": "20000128"}, {"former-conformed-name": "FIRST SOUTH AFRICA CORP LTD", "date-changed": "19951114"}]}
As filed with the Securities and Exchange Commission on October 23, 2003

                                                    Registration No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                            SILVERSTAR HOLDINGS, LTD.
                     (formerly Leisureplanet Holdings, Ltd.)
             (Exact name of registrant as specified in its charter)

              Bermuda                                         Not Applicable
   (State or other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                           Identification No.)

                         Clarendon House, Church Street
                             Hamilton HM CX, Bermuda
                                 (441) 295-1422
                    (Address of Principal Executive Offices)

                       1995 Stock Option Plan, as amended
                                       of
                            Silverstar Holdings, Ltd.
                                       and
                     Stock Option Agreement for Graham Cohen
                            (Full title of the plan)

                           Clive Kabatznik, President
                            Silverstar Holdings, Ltd.
                          6100 Glades Road - Suite 305
                              Boca Raton, FL 33434
                     (Name and address of agent for service)

                                 (561) 479-0040
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                             Henry I. Rothman, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174

Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
                                                   PROPOSED               PROPOSED
                                                   MAXIMUM                MAXIMUM
TITLE OF                  AMOUNT                   OFFERING               AGGREGATE              AMOUNT OF
SECURITIES                TO BE                    PRICE PER              OFFERING               REGISTRATION
TO BE REGISTERED          REGISTERED(1)            SHARE                  PRICE                  FEE
Common Stock, par              40,000 shares             $0.75(2)             $30,000.00(2)            $2.43
value $.01 per share
                               60,000 shares             $0.42(2)             $25,200.00(2)            $2.04
                               35,000 shares             $0.16(2)             $5,600.00(2)             $0.45
                              125,000 shares             $0.75(2)             $93,750.00(2)            $7.58
                              365,000 shares             $1.18(3)            $430,700.00(3)            $34.84
                          ------------------------                        ---------------------- -------------------
Total                         625,000 shares                                   $585,250.00             $47.34
---------------------------------------------------------------------------------------------------------------------
-------------------------------------
(1) Pursuant to Rule 416(b) of the Securities Act of 1933 (the "Securities
Act"), there shall also be deemed covered hereby all additional securities
resulting from anti-dilution adjustments under the 1995 Stock Option Plan, as
amended and the Stock Option Agreement dated December 18, 2000 between
Leisureplanet Holdings, Ltd. and Graham Cohen.
(2) Estimated solely for the purpose of calculating the registration fee on the
basis of, pursuant to Rule 457(h) under the Securities Act, the exercise price
of presently outstanding options.
(3) Estimated solely for the purpose of calculating the registration fee on the
basis of, pursuant to Rule 457(c) and (h) under the Securities Act, the average
of the high and low prices of the Common Stock of Silverstar Holdings, Ltd as
reported on the Nasdaq SmallCap Market on October 22, 2003.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents  heretofore  filed by the registrant  with the
Securities and Exchange  Commission  (Commission  File No. 0-27494)  pursuant to
Section  13(a) of the  Securities  Exchange  Act of 1934  (the  "1934  Act") are
incorporated herein by reference:

         (a) The registrant's Annual Report on Form 10-K for the year ended June
30, 2002;

         (b) The  registrant's  Quarterly  Reports on Form 10-Q for the quarters
ended September 30, 2002, December 31, 2002 and March 31, 2003; and

         (c) The description of the  registrant's  Common Stock contained in the
registrant's  Registration  Statement  on Form 8-A  filed on  January  4,  1996,
including  any  amendment  or report  filed for the  purpose  of  updating  such
descriptions.

         All  documents  filed  subsequent  to the  date  of  this  Registration
Statement  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

              Under Bermuda law and the  registrant's  Memorandum of Association
         and bye-laws, the directors,  officers, liquidators and auditors of the
         registrant   and  their  heirs,   executors  and   administrators   are
         indemnified and held harmless out of the assets of Silverstar Holdings,
         Ltd. from and against all actions,  costs, charges, losses and expenses
         which they or any of them,  their heirs,  executors or  administrators,
         shall  or may  incur  or  sustain  by or by  reason  of any  act  done,
         concurred  in or omitted in or about the  execution  of their duty,  or
         supposed duty, or in their  respective  offices or trusts,  and none of
         them shall be answerable for the acts,  receipts,  neglects or defaults
         of the others of them or for  joining in any  receipts  for the sake of
         conformity  or for any loss,  misfortune  or damage which may happen in
         the  execution of their  respective  offices or trusts,  or in relation
         thereto,  provided  that they are not  entitled to  indemnification  in
         respect of any willful negligence, willful default, fraud or dishonesty
         which may attach to them.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

Exhibit
Number           Description
------           -----------

4.01             Memorandum of Association of the registrant(1)

4.02             Bye-Laws of the registrant(1)

*4.03            Stock Option Agreement

*4.04            1995 Stock Option Plan, as amended

*4.05            Stock Option Agreement dated December 18, 2000 between
                 Leisureplanet Holdings, Ltd. and Graham Cohen

*5.01            Opinion of Conyers Dill & Pearman, as to the legality of the
                 Common Stock being offered

*23.01           Consent of Rachlin Cohen & Holtz LLP

*23.02           Consent of Conyers Dill & Pearman (contained in Exhibit 5.01)

*24.01           Power of attorney of certain officers and directors of the
                 registrant (contained in the signature page)

--------------
(1)  Incorporated by reference is the registrant's Registration Statement on
     Form S-1 (No. 33-99180) (filed on November 9, 1995), as amended on Form
     S-1/A No. 1, Form S-1/A No. 2, Form S-1/A No. 3 (filed on December 27,
     1995, January 16, 1996 and January 24, 1996, respectively).

*    Filed herewith
ITEM 9.  UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

              (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

              (ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.

              (iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boca Raton, State of Florida, on the 23rd day of
October, 2003.

                                             SILVERSTAR HOLDINGS, LTD.

                                             By:  /s/ Clive Kabatznik
                                                  ------------------------------
                                                      Clive Kabatznik
                                                      President

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature below
constitutes and appoints each of Michael Levy and Clive Kabatznik his/her true
and lawful attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him/her and in his/her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or either of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 23rd day of October, 2003.

          Signature                                   Title
          ---------                                   -----

        /s/ Michael Levy                      Chairman of the Board
----------------------------------
        Michael Levy

      /s/ Clive Kabatznik                     President, Vice Chairman, Chief
----------------------------------            Executive Officer, Chief Financial
       Clive Kabatznik                        Officer and Director

       /s/ Joseph Weil                        Director
----------------------------------
       Joseph Weil

      /s/ Cornelius J. Roodt                  Director
---------------------------------
     Cornelius J. Roodt
EXHIBIT INDEX

Exhibit
Number           Description
------           -----------

4.01             Memorandum of Association of the registrant(1)

4.02             Bye-Laws of the registrant(1)

*4.03            Stock Option Agreement

*4.04            1995 Stock Option Plan, as amended

*4.05            Stock Option Agreement dated December 18, 2000 between
                 Leisureplanet Holdings, Ltd. and Graham Cohen

*5.01            Opinion of Conyers Dill & Pearman, as to the legality of the
                 Common Stock being offered

*23.01           Consent of Rachlin Cohen & Holtz LLP

*23.02           Consent of Conyers Dill & Pearman (contained in Exhibit 5.01)

*24.01           Power of attorney of certain officers and directors of the
                 registrant (contained in the signature page)

--------------
(1)  Incorporated by reference is the registrant's Registration Statement on
     Form S-1 (No. 33-99180) (filed on November 9, 1995), as amended on Form
     S-1/A No. 1, Form S-1/A No. 2, Form S-1/A No. 3 (filed on December 27,
     1995, January 16, 1996 and January 24, 1996, respectively).

*    Filed herewith