As filed with the Securities and Exchange Commission on February 21, 2006

                                                 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)

               2004 Stock Incentive Plan of Silver Holdings, Ltd.,
                   Stock Option Agreement for Clive Kabatznik
                                       and
                    Stock Option Agreement for Joseph Abrams
                            (Full title of the plan)

                           Clive Kabatznik, President
                            Silverstar Holdings, Ltd.
                          1900 Glades Road - Suite 435
                              Boca Raton, FL 33431
                     (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.
                              Troutman Sanders 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 value     450,000 shares(2)          $2.00(3)                $900,000.00         $ 96.30
$.01 per share

------------------------- ------------------------ ---------------------- ---------------------- -------------------
Common Stock, par value     180,000 shares(4)          $0.81(3)                 $145,800.00         $ 15.60
$.01 per share

------------------------- ------------------------ ---------------------- ---------------------- -------------------
Common Stock, par value     50,000 shares(5)            2.00(3)                 $100,000.00         $ 10.70
$0.01 per share

------------------------- ------------------------ ---------------------- ---------------------- -------------------
Common Stock, par value     950,000 shares(6)           1.38(7)                 $1,311,000.00       $ 140.28
$.01 per share

------------------------- ------------------------ ---------------------- ---------------------- -------------------
Total                                                                                               $ 262.88
------------------------- ------------------------ ---------------------- ---------------------- -------------------
</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 2004 Stock Incentive Plan,
Stock Option Agreement dated January 2, 2005 between Silverstar  Holdings,  Ltd.
and Clive  Kabatznik  and Stock  Option  Agreement  dated  July 1, 2004  between
Silverstar Holdings, Ltd. and Joseph Abrams.

(2) Shares underlying  options granted under the Stock Option  Agreement,  dated
January 2, 2005, between Silverstar Holdings Ltd. and Clive Kabatznik.

(3) Calculated pursuant to Rule 457(h) of the Securities Act.

(4) Shares underlying  options granted under the Stock Option  Agreement,  dated
July 1, 2004, between Silverstar Holdings, Ltd. and Joseph Abrams.

(5) Shares underlying options already granted under the 2004 Stock Option Plan.

(6) Shares underlying options to be granted under the 2004 Stock Option Plan.

(7) 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 February 16, 2006.


                                       2
<PAGE>

                                     PART I.

                            SECTION 10(A) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8 will be sent or given to the  participants  of the 2004 Stock Incentive Plan
(the "2004  Plan"),  Clive  Kabatznik  and Joseph  Abrams as  specified  by Rule
428(b)(1)  under the Securities Act of 1933, as amended.  Such documents are not
required to be, and are not being,  filed by the Registrant  with the Securities
and Exchange  Commission,  either as part of this  Registration  Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act  of  1933,  as  amended.   Such  documents,   together  with  the  documents
incorporated  by  reference  herein  pursuant  to  Item  3 of  Part  II of  this
Registration  Statement  on Form S-8,  constitute  a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended.

                                    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, 2005;

         (b) The  registrant's  Quarterly  Reports on Form 10-Q for the quarters
ended September 30, 2005 and December 31, 2005; and

         (c) The registrant's Current Reports on Form 8-K filed on September 23,
2005, October 18, 2005,  October 26, 2005,  October 27, 2005,  November 4, 2005,
November 11, 2005 and February 16, 2006.

         (d) 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.

                                       3
<PAGE>

         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             Description

Number

4.01     Memorandum of Association of the registrant(1)

4.02     Bye-Laws of the registrant(1)

*4.03    Stock  Option  Agreement  dated  January  2,  2005  between  Silverstar
         Holdings, Ltd. and Clive Kabatznik

*4.04    Stock Option Agreement dated July 1, 2004 between Silverstar  Holdings,
         Ltd. and Joseph Abrams

*4.05    2004 Stock Incentive Plan

*4.06    Form of Stock Option Agreement

*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


                                       4
<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.

         (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.


                                       5
<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 21st day of
February, 2006.

                                            SILVERSTAR HOLDINGS, LTD.


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

                                POWER OF ATTORNEY

                  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 and on the date indicated.

<TABLE>
<CAPTION>
                     Signature                                     Title                            Date
                     ---------                                     -----                            ----

<S>                                                   <C>                                    <C>
 /s/ Michael Levy                                     Chairman of the Board                  February 21, 2006
 ---------------------------------------
 Michael Levy


 /s/ Clive Kabatznik                                  President, Vice Chairman,              February 21, 2006
 ---------------------------------------              Chief Executive Officer, Chief
 Clive Kabatznik                                      Financial Officer and Director


 /s/ John Grippo                                      Director                               February 21, 2006
 ---------------------------------------
 John Grippo


 /s/ Cornelius J. Roodt                               Director                               February 21, 2006
 ---------------------------------------
 Cornelius J. Roodt


 /s/ Douglas Brisotto                                 Director                               February 21, 2006
 ---------------------------------------
 Douglas Brisotto
</TABLE>


                                       6
<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  dated  January  2,  2005  between  Silverstar
         Holdings, Ltd. and Clive Kabatznik

*4.04    Stock Option Agreement dated July 1, 2004 between Silverstar  Holdings,
         Ltd. and Joseph Abrams

*4.05    2004 Stock Incentive Plan

*4.06    Form of Stock Option Agreement

*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": "s8022106.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20746}]
{"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": "333-131967", "film-number": "06633890"}, "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 February 21, 2006

                                                 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)

               2004 Stock Incentive Plan of Silver Holdings, Ltd.,
                   Stock Option Agreement for Clive Kabatznik
                                       and
                    Stock Option Agreement for Joseph Abrams
                            (Full title of the plan)

                           Clive Kabatznik, President
                            Silverstar Holdings, Ltd.
                          1900 Glades Road - Suite 435
                              Boca Raton, FL 33431
                     (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.
                              Troutman Sanders 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 value     450,000 shares(2)          $2.00(3)                $900,000.00         $ 96.30
$.01 per share

------------------------- ------------------------ ---------------------- ---------------------- -------------------
Common Stock, par value     180,000 shares(4)          $0.81(3)                 $145,800.00         $ 15.60
$.01 per share

------------------------- ------------------------ ---------------------- ---------------------- -------------------
Common Stock, par value     50,000 shares(5)            2.00(3)                 $100,000.00         $ 10.70
$0.01 per share

------------------------- ------------------------ ---------------------- ---------------------- -------------------
Common Stock, par value     950,000 shares(6)           1.38(7)                 $1,311,000.00       $ 140.28
$.01 per share

------------------------- ------------------------ ---------------------- ---------------------- -------------------
Total                                                                                               $ 262.88
------------------------- ------------------------ ---------------------- ---------------------- -------------------
(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 2004 Stock Incentive Plan,
Stock Option Agreement dated January 2, 2005 between Silverstar  Holdings,  Ltd.
and Clive  Kabatznik  and Stock  Option  Agreement  dated  July 1, 2004  between
Silverstar Holdings, Ltd. and Joseph Abrams.

(2) Shares underlying  options granted under the Stock Option  Agreement,  dated
January 2, 2005, between Silverstar Holdings Ltd. and Clive Kabatznik.

(3) Calculated pursuant to Rule 457(h) of the Securities Act.

(4) Shares underlying  options granted under the Stock Option  Agreement,  dated
July 1, 2004, between Silverstar Holdings, Ltd. and Joseph Abrams.

(5) Shares underlying options already granted under the 2004 Stock Option Plan.

(6) Shares underlying options to be granted under the 2004 Stock Option Plan.

(7) 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 February 16, 2006.

                                       2
PART I.

                            SECTION 10(A) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8 will be sent or given to the  participants  of the 2004 Stock Incentive Plan
(the "2004  Plan"),  Clive  Kabatznik  and Joseph  Abrams as  specified  by Rule
428(b)(1)  under the Securities Act of 1933, as amended.  Such documents are not
required to be, and are not being,  filed by the Registrant  with the Securities
and Exchange  Commission,  either as part of this  Registration  Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act  of  1933,  as  amended.   Such  documents,   together  with  the  documents
incorporated  by  reference  herein  pursuant  to  Item  3 of  Part  II of  this
Registration  Statement  on Form S-8,  constitute  a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended.

                                    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, 2005;

         (b) The  registrant's  Quarterly  Reports on Form 10-Q for the quarters
ended September 30, 2005 and December 31, 2005; and

         (c) The registrant's Current Reports on Form 8-K filed on September 23,
2005, October 18, 2005,  October 26, 2005,  October 27, 2005,  November 4, 2005,
November 11, 2005 and February 16, 2006.

         (d) 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.

                                       3
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             Description

Number

4.01     Memorandum of Association of the registrant(1)

4.02     Bye-Laws of the registrant(1)

*4.03    Stock  Option  Agreement  dated  January  2,  2005  between  Silverstar
         Holdings, Ltd. and Clive Kabatznik

*4.04    Stock Option Agreement dated July 1, 2004 between Silverstar  Holdings,
         Ltd. and Joseph Abrams

*4.05    2004 Stock Incentive Plan

*4.06    Form of Stock Option Agreement

*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

                                       4
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.

                                       5
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 21st day of
February, 2006.

                                            SILVERSTAR HOLDINGS, LTD.

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

                                POWER OF ATTORNEY

                  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 and on the date indicated.
Signature                                     Title                            Date
                     ---------                                     -----                            ----
/s/ Michael Levy                                     Chairman of the Board                  February 21, 2006
 ---------------------------------------
 Michael Levy

 /s/ Clive Kabatznik                                  President, Vice Chairman,              February 21, 2006
 ---------------------------------------              Chief Executive Officer, Chief
 Clive Kabatznik                                      Financial Officer and Director

 /s/ John Grippo                                      Director                               February 21, 2006
 ---------------------------------------
 John Grippo

 /s/ Cornelius J. Roodt                               Director                               February 21, 2006
 ---------------------------------------
 Cornelius J. Roodt

 /s/ Douglas Brisotto                                 Director                               February 21, 2006
 ---------------------------------------
 Douglas Brisotto
6
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  dated  January  2,  2005  between  Silverstar
         Holdings, Ltd. and Clive Kabatznik

*4.04    Stock Option Agreement dated July 1, 2004 between Silverstar  Holdings,
         Ltd. and Joseph Abrams

*4.05    2004 Stock Incentive Plan

*4.06    Form of Stock Option Agreement

*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