[As adopted in Release No. 34-32231, April 28, 1993, 58 F.R. 26509] U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2005 -------------------------------------------- [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT For the transition period from to ------------------- ---------------------- Commission file number 333-102930 ---------------------------------------------------- Silver Star Energy, Inc. ---------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Nevada 90-0220668 - -------------------------------------------------------------------------------- (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 11300 W. Olympic Boulevard, Suite 800, Los Angeles, California 90064 ------------------------------------------------------------------------------- (Address of principal executive offices) (310) 477-2211 Issuer's telephone number (Former name, former address and former fiscal year, 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 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes X No APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practical date: June 30, 2005 85,021,035 Transitional Small Business Disclosure Format (check one). Yes ; No X ---- ----- PART I ITEM 1. FINANCIAL STATEMENTS SILVER STAR ENERGY, INC. (A Development Stage Company) BALANCE SHEETS (Unaudited) June 30, December 31, ASSETS 2005 2004 ------------------ ----------------- Current Assets Cash $ 113,917 $ 138,005 Accounts Receivable 219,160 - Prepaid Expense 15,839 18,825 ------------------ ----------------- Total Current Assets 348,916 156,830 ------------------ ----------------- Fixed Assets Furniture and Fixtures 10,199 7,751 Computers 6,222 6,222 Vehicles 18,316 18,316 Accumulated Depreciation (8,548) (4,809) ------------------ ----------------- Net Fixed Assets 26,189 27,480 ------------------ ----------------- Other Assets Oil and Gas Properties, net of depletion of $100,488 and $0 3,171,814 2,586,353 Debt Issue Costs, net of amortization of $66,145 and $11,059 386,356 441,441 ------------------ ----------------- Total Other Assets 3,558,170 3,027,794 ------------------ ----------------- Total Assets $ 3,933,275 $ 3,212,104 ================== ================= 3 SILVER STAR ENERGY, INC. (A Development Stage Company) BALANCE SHEETS (Continued) (Unaudited) June 30, December 31, 2005 2004 ------------------- ------------------ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts Payable $ 32,736 $ 75,893 Accrued Liabilities 16,855 - Notes Payable 450,000 450,000 Due to Related Party 92,318 92,318 Convertible Debentures 1,060,000 - Accrued Interest 41,850 9,725 ------------------- ------------------ Total Current Liabilities 1,693,759 627,936 Convertible Debentures 750,000 750,000 Accrued Interest 22,752 3,904 ------------------- ------------------ Total Liabilities 2,466,511 1,381,840 ------------------- ------------------ Stockholders' Equity Preferred stock (Par Value $.001), 5,000,000 shares authorized. -0- issued at June 30, 2005 and December 31, 2004 - - Common Stock (Par Value $.001), 300,000,000 shares authorized. 85,021,035 issued and outstanding at June 30, 2005 and December 31, 2004 85,021 85,021 Paid in Capital in Excess of Par Value 3,056,658 3,056,658 Retained Deficit (128,480) (128,480) Deficit accumulated during the development stage (1,546,435) (1,182,935) ------------------- ------------------ Total Stockholders' Equity 1,466,764 1,830,264 ------------------- ------------------ Total Liabilities and Stockholders' Equity $ 3,933,275 $ 3,212,104 =================== ================== See accompanying notes. 4 SILVER STAR ENERGY, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS Deficit Accumulated Since October 28, 2003 For the Three Months Ended For the Six Months Ended Inception of June 30, June 30, Development ------------------------------------- -------------------------------------- 2005 2004 2005 2004 Stage ----------------- --------------- ------------------ ------------------ ----------------- Production Revenue $ 458,013 $ - $ 486,753 $ - $ 486,753 ----------------- --------------- ------------------ ------------------ ----------------- Expenses Production Costs 259,595 - 259,595 - 259,595 Consulting and Management Fees 109,000 45,936 172,045 122,766 467,779 General and Administrative 148,196 315,802 281,278 418,460 1,032,536 Professional Fees 14,601 18,072 31,276 54,603 142,531 ----------------- --------------- ------------------ ------------------ ----------------- Total Expenses 531,392 379,810 744,194 595,829 1,902,441 ----------------- --------------- ------------------ ------------------ ----------------- Other Income ( Expense) Interest Expense (58,414) - (106,059) - (130,747) ----------------- --------------- ------------------ ------------------ ----------------- Net Income (Loss) $ (131,793) $ (379,810) $ (363,500) $ (595,829) $ (1,546,435) ================= =============== ================== ================== ================= Income (Loss) per Common Share $ - $ - $ - $ (0.01) ================= =============== ================== ================== Weighted Average Shares Outstanding 85,021,035 83,098,000 85,021,035 99,390,648 ================= =============== ================== ================== See accompanying notes. 5 SILVER STAR ENERGY, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS Deficit Accumulated Since October 28, 2003 For the Six Months Ended Inception of June 30, Development ------------------------------------- 2005 2004 Stage ----------------- ------------------ ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (363,500) $ (595,829) $ (1,546,435) Adjustments used to reconcile net loss to net cash provided by (used in) operating activities: Depreciation, Amortization and Depletion 159,313 1,742 175,181 Common stock issued for account payable - - 40,600 (Increase) decrease in other assets & prepaids 2,986 1,376 (15,819) (Increase) decrease in accounts receivable (219,160) - (219,160) Increase (decrease) in accounts payable (43,157) 94,372 112,806 Increase (decrease) in accrued liabilities 67,827 - 81,456 ----------------- ------------------ ------------------ Net cash used in operating activities (395,691) (498,339) (1,371,371) ----------------- ------------------ ------------------ CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition/Sale of equipment, net (2,448) (27,663) (34,737) Acquisition of oil & gas property interests (685,949) (1,590,901) (3,272,302) Proceeds on sale of Netcash (net of cash) - - 25,000 ----------------- ------------------ ------------------ Net cash used by investing activities (688,397) (1,618,564) (3,282,039) ----------------- ------------------ ------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from convertible debentures 1,060,000 - 1,707,500 Proceeds from loans - - 450,000 Proceeds from shareholder loans - - 445,000 Proceeds on sale of common stock - 1,655,000 2,155,000 ----------------- ------------------ ------------------ Net Cash Provided by Financing Activities 1,060,000 1,655,000 4,757,500 ----------------- ------------------ ------------------ 6 SILVER STAR ENERGY, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS (continued) Deficit Accumulated Since October 28, 2003 For the Six Months Ended Inception of June 30, Development ------------------------------------- 2005 2004 Stage ----------------- ------------------ ------------------ Net Increase (Decrease) in Cash and Cash Equivalents (24,088) (461,903) 104,090 Cash and Cash Equivalents at Beginning of the Period 138,005 502,428 9,827 ----------------- ------------------ ------------------ Cash and Cash Equivalents at End of the Period $ 113,917 $ 40,525 $ 113,917 ================= ================== ================== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Interest $ - $ - $ - Income Taxes $ - $ - $ - SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: NONE - ----------- See accompanying notes. 7 SILVER STAR ENERGY, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN The accompanying financial statements have been prepared on the basis of accounting principles applicable to a "going concern", which assume that the Company will continue in operation for at least one year and will be able to realize its assets and discharge its liabilities in the normal course of operations. Several conditions and events cast doubt about the Company's ability to continue as a "going concern". The Company is a development stage company, and has incurred net losses of approximately $364,000 for the six months ended June 30, 2005, losses of approximately $596,000 for the six months ended June 30, 2004, and losses of approximately $1,546,000 since inception of the development stage. The Company's general business strategy is to acquire oil and gas properties either directly or through the acquisition of operating entities. The continued operations of the Company and the recoverability of oil and gas property acquisition, exploration and development costs is dependent upon the existence of economically recoverable reserves and the ability of the Company to obtain necessary financing to complete the development of those reserves, and upon future profitable production. To date, the Company has not generated significant revenues from operations and will require additional funds to meet its obligations and the costs of its operations. As a result, significant losses are anticipated prior to the generation of any revenues. The Company is planning additional ongoing equity financing by way of private placements to fund its obligations and operations. The Company's future capital requirements will depend on many factors, including costs of exploration of the properties, cash flow from operations, costs to complete well production, if warranted, and competition and global market conditions. The Company's anticipated recurring operating losses and growing working capital needs will require that it obtain additional capital to operate its business. Further, the Company does not have sufficient funds on hand to complete the exploration of the properties. The Company will depend almost exclusively on outside capital to complete the exploration and development of the oil and gas properties. Such outside capital will include the sale of additional stock and may include commercial borrowing. There can be no assurance that capital will be available as necessary to meet these continuing exploration and development costs or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in a significant dilution in the equity interests of its current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company's liabilities and future cash commitments. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success may be adversely affected. 8 SILVER STAR ENERGY, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN (continued) These financial statements do not reflect adjustments that would be necessary if the Company were unable to continue as a "going concern". While management believes that the actions already taken or planned, will mitigate the adverse conditions and events which raise doubt about the validity of the "going concern" assumption used in preparing these financial statements, there can be no assurance that these actions will be successful. If the Company were unable to continue as a "going concern", then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported revenues and expenses, and the balance sheet classifications used. Organization and Basis of Presentation Silver Star Energy, Inc. (the "Company") was incorporated on September 25, 2002 in the State of Nevada and commenced operations on October 3, 2002. During the year ended December 31, 2003, the Company changed its name from Movito Holdings Ltd. to Silver Star Energy Inc. Nature of Business The Company is in the development stage of the oil and gas industry. The Company's primary objective is to identify, acquire and develop significant working interest percentages in underdeveloped oil and gas projects that do not meet the requirements of the larger producers and developers. During 2003 and 2004 the Company acquired interests in several oil and gas prospects and was setting up the extraction process. NOTE 2 - SUMMARY OF ACCOUNTING POLICIES This summary of accounting policies for Silver Star Energy, Inc. (a development stage company) is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. The unaudited financial statements as of June 30, 2005, and for the three and six month periods then ended, reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly state the financial position and results of operations for the three and six months. Operating results for interim periods are not necessarily indicative of the results which can be expected for full years. Cash Equivalents For the purpose of reporting cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. 9 SILVER STAR ENERGY, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (continued) Pervasiveness of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Certain reclassifications have been made in the 2004 financial statements to conform with the 2005 presentation. Concentration of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. Loss per Share Basic earnings per common share were computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. There are no dilutive outstanding common stock equivalents at June 30, 2005 and 2004. Fixed Assets Fixed assets are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets which range from three to seven years. Fixed assets consisted of the following at June 30, 2005 and December 31, 2004: (Unaudited) June 31, December 31, 2005 2004 ------------------ ------------------ Furniture and Fixtures $ 10,199 $ 7,751 Computers 6,222 6,222 Vehicles 18,316 18,316 Less: Accumulated Depreciation (8,548) (4,809) ------------------ ------------------ Total $ 26,189 $ 27,480 ================== ================== One-half year depreciation is taken in the year of acquisition on certain fixed assets. 10 SILVER STAR ENERGY, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (continued) Maintenance and repairs are charged to operations; betterments are capitalized. The cost of property sold or otherwise disposed of and the accumulated depreciation thereon are eliminated from the property and related accumulated depreciation accounts, and any resulting gain or loss is credited or charged to income. Total depreciation expense for the six months ended June 30, 2005 and 2004 was $3,739 and $1,742 respectively. Intangibles The Company has adopted the provisions of the Financial Accounting Standards Board ("FASB") Statement No. 142, "Goodwill and Intangible Assets" ("SFAS 142"). Under SFAS 142, goodwill and intangible assets with indefinite lives will no longer be amortized and will be tested for impairment annually. The determination of any impairment would include a comparison of estimated future operating cash flows anticipated during the remaining life with the net carrying value of the asset as well as a comparison of the fair value to the book value of the Company or the reporting unit to which the goodwill can be attributed. Oil and Gas Properties The Company follows the full cost method of accounting for its oil and gas operations whereby all costs related to the acquisition of petroleum and natural gas interests are capitalized. Such costs include land and lease acquisition costs, annual carrying charges of non-producing properties, geological and geophysical costs, costs of drilling and equipping productive and non- productive wells, and direct exploration salaries and related benefits. Proceeds from the disposal of oil and gas properties are recorded as a reduction of the related capitalized costs without recognition of a gain or loss unless the disposal would result in a change of 20 percent or more in the depletion rate. The Company operates in two cost centers, being Canada and the U.S.A. Depletion and depreciation of the capitalized costs are computed using the unit-of-production method based on the estimated proven reserves of oil and gas determined by independent consultants. Estimated future removal and site restoration costs are provided over the life of proven reserves on a unit-of-production basis. Costs, which include the cost of production equipment removal and environmental clean-up, are estimated each period by management based on current regulations, costs, technology and industry standards. The charge is included in the provision for depletion and depreciation and the actual restoration expenditures are charged to the accumulated provision amounts as incurred. Total depletion expense for the six months ended June 30, 2005 and 2004 was $100,488 and $0 respectively. 11 SILVER STAR ENERGY, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (continued) The Company applies a ceiling test to capitalized costs to ensure that such costs do not exceed estimated future net revenues from production of proven reserves at year end market prices less future production, administrative, financing, site restoration, and income tax costs plus the lower of cost or estimated market value of unproved properties. If capitalized costs are determined to exceed estimated future net revenues, a write-down of carrying value is charged to depletion in the period. Fair Value of Financial Instruments In accordance with the requirements of SFAS No. 107, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate carrying value due to the short-term maturity of the instruments. Foreign currency transactions The financial statements are presented in United States dollars. In accordance with Statement of Financial Accounting Standards No. 52, "Foreign Currency Translation", foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates that prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. Related translation adjustments are reported as a separate component of stockholders' equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations. Stock-based compensation In December 2002, the Financial Accounting Standards Board issued Financial Accounting Standard No. 148, "ACCOUNTING FOR STOCK-BASED COMPENSATION - - TRANSITION AND DISCLOSURE" ("SFAS No. 148"), an amendment of Financial Accounting Standard No. 123 "ACCOUNTING FOR STOCK- BASED COMPENSATION" ("SFAS No. 123"). The purpose of SFAS No. 148 is to: (1) provide alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation, (2) amend the disclosure provisions to require prominent disclosure about the effects on reported net income of an entity's accounting policy decisions with respect to stock-based employee compensation, and (3) to require disclosure of those effects in interim financial information. The disclosure provisions of SFAS No. 148 were effective for the Company commencing December 31, 2002. The Company has elected to account for stock-based employee compensation arrangements in accordance with the provisions of Accounting Principles Board Opinion No. 25, "ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES", ("APB No. 25") and comply with the disclosure provisions of SFAS No. 123 as amended by SFAS No. 148 as described above. In addition, in accordance with SFAS No. 123 the Company applies the fair value method using the Black-Scholes option-pricing model 12 SILVER STAR ENERGY, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (continued) in accounting for options granted to consultants. Under APB No. 25, compensation expense is recognized based on the difference, if any, on the date of grant between the estimated fair value of the Company's stock and the amount an employee must pay to acquire the stock. Compensation expense is recognized immediately for past services and pro-rata for future services over the option- vesting period. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force in Issue No. 96-18, "ACCOUNTING FOR EQUITY INSTRUMENTS THAT ARE ISSUED TO OTHER THAN EMPLOYEES FOR ACQUIRING OR IN CONJUNCTION WITH SELLING GOODS OR SERVICES" ("EITF 96-18"). Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18. The Company has also adopted the provisions of the Financial Accounting Standards Board Interpretation No.44, "ACCOUNTING FOR CERTAIN TRANSACTIONS INVOLVING STOCK COMPENSATION - AN INTERPRETATION OF APB OPINION NO. 25" ("FIN 44"), which provides guidance as to certain applications of APB 25. FIN 44 is generally effective July 1, 2000 with the exception of certain events occurring after December 15, 1998. Income taxes The Company follows the liability method of accounting for income taxes. Under this method, future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Future tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. As at December 31, 2004 the Company had net operating loss carryforwards; however, due to the uncertainty of realization the Company has provided a full valuation allowance for the deferred tax assets resulting from these loss carryforwards. Recent accounting pronouncements In April 2003, the Financial Accounting Standards Board issued SFAS No. 149, "AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES", which clarifies financial 13 SILVER STAR ENERGY, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (continued) accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES". SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The adoption of SFAS 149 does not affect the Company's financial position or results of operations. In May 2003, SFAS 150, "ACCOUNTING FOR CERTAIN FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY", was issued. This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. Generally, a financial instrument, whether in the form of shares or otherwise, that is mandatorily redeemable, i.e. that embodies an unconditional obligation requiring the issuer to redeem it by transferring its shares or assets at a specified or determinable date (or dates) or upon an event that is certain to occur, must be classified as a liability (or asset in some circumstances). In some cases, a financial instrument that is conditionally redeemable may also be subject to the same treatment. This Statement does not apply to features that are embedded in a financial instrument that is not a derivative (as defined) in its entirety. For public entities, this Statement is effective for financial instruments entered into or modified after May 31, 2003. The adoption of SFAS 150 does not affect the Company's financial position or results of operations. In November 2004, the FASB issued Statement No. 151, INVENTORY COSTS, to amend the guidance in Chapter 4, INVENTORY PRICING, of FASB Accounting Research Bulletin No. 43, RESTATEMENT AND REVISION OF ACCOUNTING RESEARCH BULLETINS, which will become effective for the Company in fiscal year 2006. Statement 151 clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). The Statement requires that those items be recognized as current-period charges. Additionally, Statement 151 requires that allocation of fixed production overhead to the costs of conversion be based on the normal capacity of the production facilities. The adoption of SFAS 151 will not affect the Company's financial position or results of operations. In December 2004, FASB issued Statement No. 123 (R), SHARE-BASED PAYMENT, which establishes accounting standards for transactions in which an entity receives employee services in exchange for (a) equity instruments of the entity or (b) liabilities that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of equity instruments. Effective in the third quarter of 2005, SFAS 123(R) will require us to recognize the grant-date fair value of stock options and equity based compensation issued to employees in the statement of operations. The statement also requires that such transactions be accounted for using the fair-value-based method, thereby eliminating use of the intrinsic value method of accounting in APB No. 25, ACCOUNTING FOR 14 SILVER STAR ENERGY, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (continued) STOCK ISSUED TO EMPLOYEES, which was permitted under Statement 123, as originally issued. We currently are evaluating the impact of Statement 123 (R) on our financial condition and results of operations. NOTE 3 - DEVELOPMENT STAGE COMPANY The Company has not commenced its intended principal operations and as is common with a company in the development stage of oil and gas extraction, the Company has had recurring losses. Continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to be successful in its planned activity, and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding and long term financing, which will enable the Company to operate for the coming year. NOTE 4 - OIL AND GAS PROPERTIES The Company entered into agreements to acquire interests in various unproven oil and gas properties as follows: Alberta Prospects, Canada In October 2003, the Company entered into two agreements with 1048136 Alberta Ltd. Pursuant to these agreements, the Company acquired the right to participate and earn an interest in two oil and gas exploration and development projects located in the province of Alberta, Canada known respectively as the Evi prospect and the Verdigris prospect. In February 2004, the Company entered into two agreements with 1048136 Alberta Ltd. to acquire the right to participate and earn an interest in two additional oil and gas exploration and development projects located in the province of Alberta known as the Joarcam prospect and the Buffalo Lake prospect. 1048136 Alberta Ltd. is a private Alberta company (see Note 6). Pursuant to the agreements, the Company shall advance funds, as required, in connection with the drilling, testing, completion, capping and/or abandonment of up to three wells on each of the properties. Once the Company has completed its funding obligation, it will have earned the following interest in each prospect: Evi Prospect 66.67% Verdigris Prospect 66.67% Joarcam Prospect 70.00% Buffalo Lake Prospect 70.00% 15 SILVER STAR ENERGY, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS NOTE 4 - OIL AND GAS PROPERTIES (continued) In the event the Company does not provide the funds as required, the Company will retain no interest in the prospects. During the year ended December 31, 2004, the Company paid $1,283,149 towards the exploration and development of the oil and gas prospects in Alberta. During the six months ended June 30, 2005, the Company paid $517,086 towards the exploration and development of the oil and gas prospects in Alberta. All of these costs have been capitalized. California Prospects, U.S.A. On December 5, 2003, the Company entered into two option agreements with Archer Exploration, Inc. (Archer) to acquire Archer's interest in certain unproven oil and gas prospects located in the State of California, U.S.A., known as North Franklin Prospect and Winter Pinchout Prospect. To earn an assignment of 100% of Archer's interests in the North Franklin Prospect, being a 100% working interest (76% net revenue interest), the Company made an initial cash payment of $85,000 and is required to pay $15,000 at spud of the initial test well and $25,000 at completion of the initial test well. In addition, the Company is responsible for all expenses for lease extensions and rental of existing leases (including a 20% fee), acquisition of any additional leases (including a 20% fee) and costs in connection with drilling and completion of the initial test well. Pursuant to the agreement, Archer retains a 2.5% overriding royalty, a 5% working interest through the completion of the initial test well and the right to participate in a 5% working interest. The Company has an agreement to farm-out a 35% working interest in the North Franklin Project to Fidelis Energy, Inc. (see Note 6). Under the terms of the agreement, Fidelis will contribute $500,000 towards the drilling and completion of the Archer-Whitney #1 well and participate as a full working interest partner on all further costs including drilling of any additional wells on the project. To earn an assignment of 100% of Archer's interests in the Winter Pinchout Prospect, being a 100% working interest (76% net revenue interest), the Company made an initial cash payment of $100,000 and is required to pay $15,000 at spud of the initial test well of the first three prospects drilled and $25,000 at completion of the initial test well of each prospect drilled. In addition, the Company is responsible for all expenses for acquisition of leases acquired (including a 20% fee), acquisition and analysis of seismic data, drilling and completion of the initial test well on the first prospect drilled and a monthly management fee in the amount of $10,000 commencing January 2004. 16 SILVER STAR ENERGY, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS NOTE 4 - OIL AND GAS PROPERTIES (continued) Pursuant to the agreement, Archer retains a 2.5% overriding royalty, a 5% working interest through the completion of the initial test well and the right to participate in a 10% working interest. In August 2004, the Company executed acquisition and joint operating agreements on five natural gas propects in California with Archer Exploration, Inc. Pursuant to the agreements, the Company has acquired a 7.5% carried working interest on four of the prospects and has acquired a 25% carried working interest in the fifth prospect. The Company is carried on all costs related to the prospect through the licensing, permitting, drilling and completion of the first well on each project. In the event of a successful gas well being drilled, the Company, following testing and completion, would be responsible for the working interest costs of well tie-in and pipeline. The Company would also be a working interest participant on any additional gas wells drilled. During the year ended December 31, 2003, the Company incurred a total of $405,000 in acquisition and exploration costs relating to the California prospects. During the year ended December 31, 2004, the Company incurred a total of $898,204 in acquisition, exploration and development costs relating to the California prospects. During the six months ended June 30, 2005, the Company incurred a total of $168,863 in acquisition, exploration and development costs relating to the California prospects. As of June 30, 2005, total capitalized costs for the California prospects was $1,472,067. NOTE 5 - COMMON STOCK On November 20, 2003, the Company restructured its share capital whereby the total common shares presently issued and outstanding was forward split on a 1 (old) to 12 (new) basis. Effective January 5, 2004 the Company restructured its share capital whereby the total common shares presently issued and outstanding was forward split on a 1 (old) to 2 (new) basis. All references to common stock, common shares outstanding, average numbers of common shares outstanding and per share amounts in these Financial Statements and Notes to Financial Statements prior to the effective date of the forward stock splits have been restated to reflect the 12:1 and the 2:1 common stock splits on a retroactive basis. On December 5, 2003, the Company received $500,000 in subscription proceeds from a director and officer for the purchase of 444,444 common shares of the company's stock pursuant to a Regulation S Private Placement Financing which was announced on November 25, 2003 and whereby the Company plans to issue up to 3,555,556 common shares of its capital stock. During the three months ended March 31, 2004, the Company received subscription proceeds of $750,000 pursuant to the Private Placement Financing. During the three months ended March 31, 2004, 1,112,102 shares were issued in accordance with the $1,250,000 in subscription proceeds received. 17 SILVER STAR ENERGY, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS NOTE 5 - COMMON STOCK (continued) On March 23, 2004, the Company entered into an agreement with two shareholders for the shareholders to surrender for cancellation 24,600,000 regulation 144 restricted shares of the Company's common stock. During the three months ended June 30, 2004, the Company received subscription proceeds of $630,000 pursuant to the Private Placement Financing. During the three months ended June 30, 2004, 661,915 shares were issued in accordance with the $630,000 in subscription proceeds received. On June 30, 2004, the Company received share subscription proceeds of $275,000 for 500,000 shares of restricted common stock pursuant to the Private Placement Financing announced on November 25, 2003. During the three months ended September 30, 2004, 500,000 shares were issued in accordance with the $275,000 in subscription proceeds received. On August 18, 2004, the Company issued 250,000 restricted shares of common stock for $25,000 in accounts payable. On October 18, 2004, the Company issued 156,000 restricted shares of common stock for consulting expense of $15,600. On November 23, 2004, the Company issued 362,394 shares of common stock for debt issue costs of $350,000 associated with the Company's issuance of convertible debt. As of December 31, 2004, the Company has not adopted a stock option plan or granted any stock options and accordingly has not recorded any stock-based compensation. Treasury Stock On December 18, 2003, upon the resignation of an officer of the Company, 48,000,000 common shares were returned to Treasury, for consideration of $3,500. The shares were cancelled on January 23, 2004. NOTE 6- RELATED PARTY TRANSACTIONS Pursuant to consulting agreements dated November 15, 2003 the Company agreed to pay $5,500 per month to the CFO and director of the Company and $7,000 per month to the President and director of the Company. 18 SILVER STAR ENERGY, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS NOTE 6- RELATED PARTY TRANSACTIONS (continued) During 2003 and 2004, the Company entered into several acquisition agreements with 1048136 Alberta Ltd. (see Note 4). The Company's current president, Robert McIntosh, was a director of 1048136 Alberta Ltd. and had resigned from that position prior to his involvement with the Company. Sak Narwal, a shareholder of the Company, was also a director of 1048136 Alberta Ltd and Scott Marshall, the majority shareholder of 1048136 Alberta Ltd., is the spouse of Naomi Patricia Johnston, owner of a 11.76% interest in the Company. Despite the existence of these related parties, the consideration exchanged under the Agreements described above was negotiated at "arms length," and the directors and executive officers of the Company used criteria used in similar uncompleted proposals involving the Company in comparison to those of 1048136 Alberta Ltd. At December 31, 2004, the Company owed $92,318 to 1048136 Alberta Ltd. for expenses related to corporate development. The Company has a "working interest" relationship with joint venture partner Fidelis Energy Inc. (FDEI: OTC: BB) (see Note 4). Both companies have an interest in the North Franklin gas project in Sacramento, California. More recently in January 2005 Fidelis entered into an agreement to acquire an interest in 2 oil wells at the Joarcam Project located in Alberta Canada. The Company is earning a 70% working interest in the entire Joarcam Project. Fidelis has also entered into an agreement for the first right of refusal to acquire the remaining 30% working interest on all future drilling locations at Joarcam. Silver Star and Fidelis will collectively have acquired a 100% working interest at Joarcam. In addition, Silver Star and Fidelis management work closely in the evaluation of other potential, jointly feasible exploration prospects. Also, the two companies share a common origin in that certain beneficial shareholders of both companies have contributed to their formation. NOTE 7 - INCOME TAXES As of December 31, 2004, the Company has incurred operating losses of approximately $1,212,000 which, if utilized, will expire through 2024. Future tax benefits which may arise as a result of these losses and resource deductions have not been recognized in these financial statements, as their realization is determined not likely to occur. NOTE 8 - LEASE COMMITMENT On February 20, 2004, the Company entered into a lease agreement for approximately 900 square feet of office space at 1701 Westwind Drive, #119, in Bakersfield, California. The lease expires February 28, 2005 and continues on a month to month after that date. The lease payments are $1,040 per month. 19 SILVER STAR ENERGY, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS NOTE 8 - LEASE COMMITMENT (continued) The minimum future lease payments under these leases for the next five years are: Year Ended December 31, - ------------------------------------------- 2005 $ 2,080 2006 - 2007 - 2008 - 2009 - -------------- Total minimum future lease payments $ 2,080 ============== NOTE 9 - NOTES PAYABLE During the year ended December 31, 2004, the Company received the following short-term loans: (Unaudited) June 31, December 31, 2005 2004 ----------------- ----------------- Note payable with interest at 8% due August 24, 2005 $ 150,000 $ 150,000 Note payable with interest at 8% due September 2, 2005 100,000 100,000 Note payable with interest at 8% due October 12, 2005 50,000 50,000 Note payable with interest at 8% due October 27, 2005 50,000 50,000 Note payable with interest at 8% due November 5, 2005 100,000 100,000 ----------------- ----------------- Total Notes Payable $ 450,000 $ 450,000 ================= ================= As of June 30, 2005 and December 31, 2004, accrued interest on these loans was $28,143 and $9,725, respectively. For the six months ended June 30, 2005 and 2004, interest expense charged to these loans was $18,418 and $0, respectively. NOTE 10 - CONVERTIBLE DEBENTURES On November 23, 2004, the Company sold $750,000 in secured convertible debentures to Cornell Capital Partners, L.P. (Cornell). The convertible debentures carry an interest rate of 5% per annum. Principal and interest will be due on November 23, 2007. At any time, Cornell is entitled to convert all or any part of the principal amount of the debenture, plus accrued interest, into shares of the Company's common stock. On November 23, 2007, at the Company's option, the entire principal amount and all accrued interest shall be either (a) paid to Cornell or (b) converted to common stock. For the six months ended June 30, 2005 and 2004, interest expense charged to the convertible debentures was $18,848 and $0, respectively. 20 SILVER STAR ENERGY, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS NOTE 10 - CONVERTIBLE DEBENTURES (continued) As part of the purchase of the debentures, Cornell was also issued a Warrant to purchase 750,000 shares of the Company's common stock. The Warrant will expire on November 23, 2009. The exercise price of the warrant shall be one hundred twenty percent (120%) of the closing bid price of the Company's common stock on the exercise date or as subsequently adjusted. On November 23, 2004, the Company paid $102,500 in cash for debt issue costs. The Company also issued 362,394 shares of common stock valued at $350,000 for debt issue costs. Total debt issue costs of $452,500 have been capitalized in financial statements. These debt issue costs are being amortized over three years. As of June 30, 2005 and December 31, 2004, debt issue costs of $66,145 and $11,059 have been amortized and recorded as interest expense. At June 30, 2005 and December 31, 2004, net debt issue costs were $386,356 and $441,441, respectively. On March 10, 2005, the Company executed a Convertible Debenture for $550,000. The note is due and payable in full on or before March 10, 2006 and carries an interest rate of 5% per annum. The notes are convertible, at the discretion of the holder, into shares of common stock of the Company at a conversion price of $1.00 per share. On March 30, 2005, the Company executed a Convertible Debenture for $200,000. The note is due and payable in full on or before March 10, 2006 and carries an interest rate of 5% per annum. The notes are convertible, at the discretion of the holder, into shares of common stock of the Company at a conversion price of $1.00 per share. As of June 30, 2005, interest expense charged to these convertible debentures was $10,979. On April 8, 2005, the Company executed a Convertible Debenture for $160,000. The note is due and payable in full on or before April 8, 2006 and carries an interest rate of 5% per annum. The notes are convertible, at the discretion of the holder, into shares of common stock of the Company at a conversion price of $1.00 per share. On May 17, 2005, the Company executed a Convertible Debenture for $150,000. The note is due and payable in full on or before May 17, 2006 and carries an interest rate of 5% per annum. The notes are convertible, at the discretion of the holder, into shares of common stock of the Company at a conversion price of $1.00 per share. As of June 30, 2005, interest expense charged to these convertible debentures was $2,728. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. GENERAL - This discussion should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's annual report on Form 10-KSB for the year ended December 31, 2004. PLAN OF OPERATIONS On April 1st, the Company advanced funds to the operator of North Franklin for the drilling of the second well, named "Archer-Wildlands" in the amount of $152,000 representing Silver Star's 21 40% working interest D.N.A. costs pursuant to an executed A.F.E. (Authority for Expenditure). The spud date of the well has not been finalized but the Company anticipates drilling in late April or May 2005. On April 4th, the Company announced the March production for the "13-27" well at Joarcam, Alberta. The well commenced commercial oil production on March 1, 2005 and the Company has received production results for the first 29 days. Total oil produced and shipped for sale was 1,414 barrels with an average daily production rate of 49 barrels per day. The swab test analysis of the well during the completion phase indicated that the production rate should exceed the original estimate of 75 barrels per day. The I.P.R.'s (Initial Production rates) are being evaluated and production has, over many days in the month, exceeded a rate of 60 barrels per day. The Company and operator are analyzing the results and will determine whether a larger down-hole pump may be required to increase the flow rates of the well. Total fluid measured during the testing period indicates the well should perform better. However, during this current period of Government imposed road bans, equipment to perform this operation cannot be moved to the well site until spring breakup is complete. On April 7th, the Company executed an Authority for Expenditure (A.F.E.) for the "Archer- Wildlands #1", the next gas well to be drilled under the overall development plan for the North Franklin Project. Silver Star has advanced funds in full to the operator totaling $152,000 for the Company's 40% working interest cost of the well to completion. The "Archer-Wildlands #1" gas well is licensed, permitted and the well site preparations are ongoing. The Company expects a tentative spud date upcoming later this month, dependent on ground conditions. A drill contract has been signed and a drilling rig has been secured for the well. Silver Star will update the progress of the operation when the operator has determined a firm spud date. On April 19th, Silver Star increased and doubled its land holdings in the "core" Joarcam Project area. Silver Star has now acquired an additional two sections that are on trend to producing Viking sands south of the current lease holdings. The acquisition is from a private Alberta company. The purchase price for the two sections priced at $250,000 for the 100% working interest will be subject to the issuance of the equivalent value in Company common shares based on an S1 filing with the SEC for the asset purchase. The two sections are on trend to the Company's existing production holdings and represent an extension of the Viking sand that is currently in production from the 13-27 well since March 1, 2005. The Company has announced production results for the first 29 days, which was 1414 barrels with an average daily production rate of 49 barrels per day. On May 5th, the drilling of the "13-22" oil well at the Joarcam Project, Alberta Canada was announced to begin commence on May 7. The objective is the Viking formation and the well is planned to a depth of 1,020 metres (3,347 feet). Drilling and well completion is anticipated to take 7-10 days. The "13-22" will offset the producing "4-22" well and along trend from the "13-27" well that has been in production since March 1, 2005. The "13-22" well is the second well to be drilled by Silver Star under the Company's overall development strategy at Joarcam. This plan is to drill up to 10 wells during 2005. The Company announced the April 2005 oil production numbers for the "13-27" well at Joarcam, Alberta on May 19th. Production for the full 30 days of the month of April totaled 1,300 barrels produced and shipped for sale with an average daily production rate of 43 barrels per day. On 22 May 16th, "13-22" oil well at the Joarcam Project, Alberta Canada has now been drilled to depth. After running a suite of logs, a casing election was made and the well will be completed as an oil well. The Company has now called for a completion rig to test the well. The logs show 1.5 meters (5.0 feet) of porosity in the Viking (oil) zone, as well as 1.0 meter (3.3 feet) of gas in an upper zone. The indicated porosity shows as strong on the log, which appears better overall than the neighboring producing "4-27" well. In comparison, the "13-27" well cut a thicker productive sand, but the logs of the "13-22" appears to have better porosity and therefore permeability. Barrels per day production rates will be established as the well is put on pump. a completion rig will be onsite today and well completion and testing is to begin at the "13-22" well at Joarcam, Alberta Canada. The completion program involves the perforation and swab testing of 1.5 meters (5.0 feet) of the Viking (oil) zone. The program will take several days. The Viking oil zone shows excellent permeability and porosity and compares favorably to other producers drilled on the leases. Barrels per day production rates will be established when the well is put on pump, though swab testing will give the Company approximate rates. The well will be put into production immediately after a successful completion is finished. On May 24th, the Company cancelled the financing agreement with Cornell Capital Partners, LP. Silver Star has received from Cornell one half of a secured $1.5 million bridge loan totaling $750,000 in December 2004. This loan was provided as part of a convertible debenture that could be paid back in cash or converted to stock. Silver Star has informed Cornell of its intention to repay the loan in cash with interest and penalty as opposed to converting to common shares. This action will prevent any further dilution to the current issued and outstanding shares. The cash payback will occur from proceeds of cash flow from Silver Star's North Franklin and Joarcam projects. In addition, Silver Star will not be proceeding with the Standby Equity Distribution Agreement ("SEDA") that committed Cornell to provide up to an additional $10 million of funding to Silver Star over a 24-month period. Silver Star has alternative financing committed to replace the Cornell funds and will access it when required funds for development exceed cash on hand from production revenue. Silver Star began discussions with Fidelis Energy, Inc. regarding the possible future amalgamation of the two companies, announced to the public on May 25th. Silver Star and Fidelis currently have common working interests in various oil and gas projects and the amalgamation of these interests would provide a larger and stronger entity for future growth. Oil and gas sector growth occurs by either merger or "growth by the drill bit" and Silver Star is positioning itself to consider both these options. The proposed amalgamation would combine all assets of both oil and gas companies into one entity, which would then have in the portfolio a combined working interest in 5 projects, these being North Franklin, Joarcam, Comanche Point, Evi and Verdigris Lake. The recent management changes of Fidelis have brought new strength of both corporate and oil and gas expertise and Silver Star has been approached by Fidelis with this proposal. The amalgamation of the aforementioned assets and individual company working interests would be based on "fair market opinion" provided by third party arms length reservoir engineering. The companies have now commissioned these reports on the various projects as a valuation of assets as a precursor to formal negotiations regarding the possible new structure of the amalgamated 23 companies. Silver Star anticipates that discussions and negotiations will be ongoing over the next several months and will endeavor to provide regular updates on this corporate development as well as current operations. On May 26th, Silver Star announced details of thedeep gas potential in the Forbes (F-zone) at the Company's North Franklin gas reservoir, Sacramento Basin California. North Franklin is situated in the southern Sacramento Basin of California between the cities of Sacramento and Stockton that has produced in excess of 9 Tcf of gas. The deep Forbes F-zone has the potential to contain 60 Bcf gas. Combined with the producing Winters, North Franklin now has the potential to contain in excess of 100 Bcf gas. The Deep Forbes F-zone lies beneath the younger Winters sand that is currently producing from the "Archer-Whitney #1 well" and will be drilled by a second well named "Archer-Wildlands". After an aggressive land-leasing program by the partners over the last year, the North Franklin Project has now, under lease, 3,465 gross acres. North Franklin deep F-zone has approximately 1,200 acres of structural and stratigraphic closure based on mapping of the seismic anomaly. It is defined by regional well control and 2-D seismic data from three seismic lines. The strong AVO anomaly present indicates that gas may be present. The prospect potential is based on net pay averaging 50 feet over this closure and recovery factor of 1,000 Mcf per acre foot. The prospect reserves are estimated at 60 Bcf of gas. Gas quality is anticipated to be greater than 900 Btu. The nearest F-zone production at the Clarksburg gas field, located with in five miles of the prospect, is 930 Btu. Gas is expected to be contained in permeable, Upper Cretaceous, deep- water F-zone sandstones that are of equivalent age to sandstones that are the major producing zones in the northern portion of the Sacramento Valley. An estimated 75 feet of net reservoir sandstones are expected to be present in the upper and middle F-zone fans at the proposed test location. Equivalent Forbes sandstones are the chief producing gas reservoirs in the northern Sacramento Valley having produced in excess of 2 Tcf of gas. Drill depth through the prospective upper and middle fans at North Franklin Deep is 11,000 feet. The well would offset the productive upper Winters sand discovered in 2004 and penetrate the both the upper and middle F-zone fans at a structural favorable position. In the event that the F-zone is not productive at this location, the well could be put into production from the Winters sands. The 11,000 foot well is estimated to cost $1.5 million and Silver Star has a 40% working interest in the project. The North Franklin partners are planning to drill the test well in Q3-4 2005. On May 31st, Silver Stra detailed that "13-22" well has been successfully completed and will be put into immediate production. This is now the second well to be brought on for commercial oil production at Joarcam by Silver Star. The completion program involved a 3.0 meter perforation of 2.5 meters (8.2 feet) of the Viking (oil) zone. The oil pay zone was thicker than earlier thought. The result was an excellent influx of fluid confirming strong permeability and porosity and that the perforation contacted the oil zone. The operator has estimated from swab testing and offset well data, that the "13-22" well oil production rate should be between 35 and 50 barrels per day. The well is now being put into production where actual flow rates will be established. The operator is now constructing site services and installing pump-jack and tank facilities. The "13-22" well offsets the producing "4-27" well (33-40 barrels per day since January 2004) and along trend from the "13-27" well (44-50 barrels per day) that has been in production since March 1, 2005 that Silver Star is receiving its pro-rata share of production revenue. On June 1, the Company announced the May 2005 production totals at the "13-27" well at 24 Joarcam, Alberta. Oil production for the month of April was 1,375 barrels. Production has been shipped and sold. The purchaser of the Joarcam production is Nexen Marketing Inc. of Calgary who remits payment to the operator and net revenue is then forwarded to Silver Star. May had an average daily production rate of 44.4 barrels per day. In 3 months the well has now cumulatively produced 4,089 barrels. At North Franklin, the April and May 2005 production totals for the "Archer-Whitney #1" well since full production began on March 23rd to the most recent data received by the Company on May 31 the "Archer-Whitney #1" well has produced 98.5 Mmcf gas in 70 days at an average rate of 1.41 Mmcf per day. Total production to-date has generated $591,000 to the partners. Production by month has been 13.5 Mmcf in 9 days of March, 41.2 Mmcf for April and 43.8 Mmcf for May. The operator of the project had intended to increase the flow rate to 2.5-3.0 Mmcf per day, but has maintained a choked back gas flow since the onset of production only increasing the gas flow in small increments. The latest project update at the well is that, under advice from the operator, gas flow will remain choked back to between 1.75 Mmcf and 2.0 Mmcf per day until the second well is drilled and completed. As reported earlier, Silver Star anticipates a spud date to be announced shortly in June. With more information provided from the second well, this will provide important geological reservoir data and confidence that detriment will not be done to the reservoir prior to opening up the well to its fullest capacity. North Franklin is a new reservoir discovery and time will be required to evaluate the full potential of the gas field. Silver Star expects that in time, production rates will meet original expectations of 4-5 Mmcf per day. The well is currently producing between 1.5-1.6 Mmcf per day from the latest numbers received by Silver Star. The operator's advice to the Company is to be prudently cautious in these early production days. We have been advised not to be over zealous in rapidly increasing the flow rates to maintain the integrity of the gas-charged sand to prevent the unlikely possibility of coning the reservoir and potentially drawing in excess condensate. Silver Star intends to announce gas production totals and rates on a monthly basis, or more frequently when warranted. Silver Star is planning for the next Joarcam well, named "12-27". The location directly offsets the producing "13-27" well that has now produced over 4,200 barrels at 44 barrels per day. Silver Star has instructed the operator of the Joarcam Project, Transaction Oil and Gas of Calgary, Alberta to begin the required well licensing and permitting in preparation for drilling. This will be the third oil well under the Company's overall development strategy at its "core" Joarcam Project. The plan is to drill up to 10 wells during 2005. The Company has drilled two successful producers in the "13-27" and "13-22" wells. Silver Star is moving forward meeting the Company's goal of producing 500 barrels of oil per day (bbls/d) at Joarcam when the project is fully developed. On June 20th, Silver Star announced that the Company was preparing to spud the "Archer- Wildlands #1" well at the North Franklin Project in the Sacramento Basin of California. This is the next gas well to be drilled under the overall development plan for the North Franklin Project. The well location is an offset to the "Archer-Whitney #1" well that has been in production since March 2005. The drilling rig is currently being mobilized to the North Franklin site. After rig up, it is anticipated that drilling to the 8,000 foot depth should take 8-10 days following which, the well will be completed and tied-in to the pipeline. Silver Star anticipates a spud date of the well to be on June 21 or 22. On June 27th, the "Archer-Wildlands #1" well was announced to be drilling ahead at the North Franklin Project, Sacramento Basin of California. The well was spudded on June 25th and is 25 a close offset to the "Archer-Whitney #1" well that has been in production since March 2005. This is the second gas well to be drilled in the North Franklin gas reservoir under the 2005 development plan. The Company is optimistic that the Winters sand gas pay zone will be thicker at this location than the "Archer-Whitney #1" well, based on 2D seismic and geological mapping of the formation. Drilling to the 8,000 foot depth should take a total of 8-10 days following which, the well will be completed and tied-in to the pipeline. Silver Star receives PG&E-Citygate gas prices for sales and was last quoted at $6.72 per mcf. On June 30th, the Company updated progress from ongoing oil and gas operations and drilling at Joarcam and North Franklin. At Joarcam, the Company has received sales from Nexen for the 30 day production period at the "13-27" well totaling 1,311 barrels at a rate of 44 barrels per day. The well has now cumulatively produced 5,400 barrels in 4 months. The "13-22" well began commercial production on June 25th after a slight delay waiting for electricity to be installed at the site due to wet conditions on the lease. The site and tank facilities at the "13-22" well location are complete and the Company has begun trucking oil for sale to Nexen. The initial production rates are now being established as the well is slowly stabilizing. The oil cut is increasing over time and yesterday's daily production of 22 barrels per day is anticipated to increase. The offsetting "4-27" well has been producing at 35 barrels per day since January 2004 and underwent similar oil cut stabilization. Silver Star has previously announced that the operator and reservoir engineering projection was for the well to produce between 35-50 barrels per day from the completion data and logs. The Company expects to meet this production target over time as the well stabilizes. Additional oil production revenue from the "13-22" well for June will be booked in Q2 financials along with revenue from the "13-27" well and "Archer-Whitney" at North Franklin, California. Currently, the 38 degree API light oil at Joarcam has been priced at over $73.00 CDN ($58.00 US) per barrel. The Company is rapidly developing its "core" Joarcam Project with two successful oil producers in the "13-27" and "13-22" wells. The next well to be drilled is the "12-27" location where an A.F.E. is now being generated. Combined daily production now approximates 66 barrels per day. Silver Star has a 70% working interest and a 56% net revenue interest. The operator of the project, Transaction Oil and Gas Ventures is currently incurring a total production cost including trucking of $8.00 per barrel. This cost will decrease over time and will be lower as more wells come on line and as the Company considers tieing into large tank battery or pipeline for the project. The Company also wishes to update the progress of the "Archer-Wildlands #1" well at North Franklin. The well is now at 2,400 feet and is on schedule to meet the total depth of 8,000 feet next week. ITEM 3. CONTROLS AND PROCEDURES The Company's Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for the Company. (a) Evaluation of Disclosure Controls and Procedures 26 As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's President, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based upon the evaluation, the Company's President concluded that, as of the end of the period, the Company's disclosure controls and procedures were effective in timely alerting him to material information relating to the Company required to be included in the reports that the Company files and submits pursuant to the Exchange Act. (b) Changes in Internal Controls Based on his evaluation as of June 30, 2005, there were no significant changes in the Company's internal controls over financial reporting or in any other areas that could significantly affect the Company's internal controls subsequent to the date of his most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There are no legal proceedings pending or threatened against us. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Exhibit Number Title of Document 10.1 Robert McIntosh's Consulting Agreement dated November 15, 2003, filed on April 21, 2004 on Form 10KSB/A. 10.2 David Naylor's Consulting Agreement dated November 15, 2003, filed on April 21, 27 2004 on Form 10KSB/A. 10.3 Robert McIntosh's Loan Agreement dated December 31, 2003, filed on April 21, 2004 on Form 10KSB/A. 10.4 Agreement dated October 21, 2003 between the Company and Adil Dinani disposing of 657333 BC Ltd. (Netcash), filed on November 13, 2003 on Form 8-K. 10.5 Agreement dated October 29, 2003 between the Company and 1048136 Alberta, Ltd. respecting the acquisition of the Evi oil and gas prospect, filed on November 13, 2003 on Form 8-K. 10.6 Agreement dated October 29, 2003 between the Company and 1048136 Alberta, Ltd. respecting the acquisition of the Verdigris oil and gas prospect, filed on November 13, 2003 on Form 8-K. 10.7 Agreement dated December 5, 2003 between the Company and Archer Exploration, Inc. respecting the North Franklin oil and gas prospect, filed on December 23, 2003 on Form 8-K. 10.8 Agreement dated December 5, 2003 between the Company and Archer Exploration, Inc. respecting the Winter Pinchout oil and gas project, filed on December 23, 2003 on Form 8-K. 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K filed. None. 28 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. Silver Star Energy, Inc. (Registrant) DATE: August 10, 2005 By: /s/ Robert McIntosh Robert McIntosh President, CEO & Director (Principal Executive Officer) By: /s/ David Naylor David Naylor Treasurer, Director (Principal Financial Officer) 29