8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 22, 2008

STAR RESORTS DEVELOPMENT INC.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation)

000-52449
(Commission File Number)

98-0521492
(IRS Employer Identification No.)

701 Brickell Ave. #1550, Miami, FL 33131
(Address of principal executive offices and Zip Code)

305-728-5254
(Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d - -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

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Item 3.02 Unregistered Sales of Equity Securities

On May 22, 2008, we issued to Blue Mint Exploration Inc. (the “Holder”) a Convertible Promissory Note (the “Note”) in the amount of $300,000. The Note is payable on May 22, 2010, and will accrue interest at the rate of 9%, which is paid per annum starting 180 days from the date of the Note.

The Holder has the option that at any time on or after May 22, 2008, the outstanding principal amount and accrued interest under the Note that the Holder elects to convert is convertible into common shares at a conversion rate based upon 100% of the average closing prices for the 10 trading days immediately preceding the conversion date.

The Holder may also exercise the option of giving written notice to our Company that the entire unpaid principal amount of the Note and the applicable interest is payable if any events of default have occurred and be continuing at the time of such notice.

We issued the Note to one non-US person pursuant to an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

10.1 Convertible Promissory Note dated May 22, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

STAR RESORTS DEVELOPMENT INC.

/s/ James Pierce
James Pierce
Chief Financial Officer
Date: June 4, 2008

EX-10.1