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

FORM 10-Q

(Mark One)

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

For the quarterly period ended: September 30, 2008
or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________________to: _____________________

Commission File Number: 000-52449

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

Nevada	98-0521492
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

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

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

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

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

Large accelerated filer	[ ]		Accelerated filer	[ ]
Non-accelerated filer	[ ]	(Do not check if a smaller reporting company)	Smaller reporting company	[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 78,033,333 common shares issued and outstanding as of November 10, 2008.

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TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	1
ITEM 1. FINANCIAL STATEMENTS.	1
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.	13
Forward-Looking Statements	13
Company Overview	13
Description of Business	14
Plan of Operation	15
Liquidity and Capital Resources	16
Results of Operations	17
Future Financings	18
Off-Balance Sheet Arrangements	18
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	18
ITEM 4. CONTROLS AND PROCEDURES.	18
PART II - OTHER INFORMATION	19
ITEM 1. LEGAL PROCEEDINGS	19
ITEM 1A. RISK FACTORS	19
Risks Associated with our Company	19
Risks Associated with Our Business	20
Risks Related to Our Common Stock	21
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	22
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.	23
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.	23
ITEM 5. OTHER INFORMATION	23
ITEM 6. EXHIBITS.	25
SIGNATURES	27

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

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STAR RESORTS DEVELOPMENT, INC.

(A Development Stage Company)

BALANCE SHEET

	September 30,		March 31,
	2008		2008
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	24,297		530,974
Deposits	3,140		-
Travel Advances	-		6,000
Total Current Assets	27,437		536,974
OTHER ASSETS
Investment in Cerro Bayo Project	4,223,300		4,086,500
Investment in Sta. Maria De Los Andes Project	1,052,917		770,378
Investment in Puerto Madera Project	2,212,360		2,000,000
Investment in Land	650,000		650,000
Total Other Assets	8,138,577		7,506,878
TOTAL ASSETS	8,166,014		8,043,852
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	-		447
Short Term Advance	-		500,000
Subscriptions Received	-		3,950,000
Total Current Liabilities	-		4,450,447
LONG TERM DEBT
Loan Payable	1,750,000		500,000
Deferred Interest Payable	66,516		-
TOTAL LIABILITIES	1,816,516		4,950,447
STOCKHOLDERS' EQUITY
Common stock, 525,000,000 shares authorized,
$0.001 par value;
68,683,333 issued and outstanding at June 30, 2008
56,575,000 issued and outstanding at June 30, 2007	68,683		56,575
Additional paid-in capital	10,676,484		3,554,425
Accumulated deficit	(4,395,669	)	(517,595	)
Total Stockholder's Equity	6,349,498		3,093,405
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	8,166,014		8,043,852

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

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STAR RESORTS DEVELOPMENT, INC.

(A Development Stage Company)

STATEMENT OF OPERATIONS

(Unaudited)

														For the period
														fom Inception,
		For the						For the						November 8,
		Three Months Ended						Six Months Ended						2005, through
		September 30						September 30						September 30,
		2008			2007			2008			2007			2008
SALES	$	-		$	-		$	-		$	-		$	-
COST OF GOODS SOLD		-			-			-			-			-
GROSS PROFIT		-			-			-			-			-
EXPENSES
Advertising		4,250			-			163,060			-			163,060
Property Expenses		11,634			2,851			19,062			2,851			40,449
Salary		87,300			40,020			174,600			56,020			339,620
Professional fees		39,404			22,945			84,314			22,945			54,522
Consulting		2,144,500			-			3,292,669			-			3,363,880
Stock transfer fees		7,620			385			8,305			385			30,784
Other General and administrative		25,118			43,930			69,548			55,159			336,838
TOTAL EXPENSES		2,319,826			110,131			3,811,558			137,360			4,329,153
LOSS FROM OPERATIONS		(2,319,826	)		(110,131	)		(3,811,558	)		(137,360	)		(4,329,153	)
OTHER INCOME (EXPENSE)		-			-			-			-			-
Interest Accrued		(66,516	)		-			(66,516	)		-			(66,516	)
		(66,516	)		-			(66,516	)		-			(66,516	)
LOSS BEFORE INCOME TAXES		(2,386,342	)		(110,131	)		(3,878,074	)		(137,360	)		(4,395,669	)
INCOME TAXES		-			-			-			-			-
NET LOSS	$	(2,386,342	)	$	(110,131	)	$	(3,878,074	)	$	(137,360	)	$	(4,395,669	)
NET LOSS PER COMMON SHARE,
BASIC AND DILUTED	$	(0.036	)	$	(0.002	)	$	(0.060	)	$	(0.003	)
WEIGHTED AVERAGE NUMBER OF
COMMON STOCK SHARES
OUTSTANDING, BASIC AND DILUTED		66,683,333			50,800,000			64,843,818			50,653,552

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

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STAR RESORTS DEVELOPMENT, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY

(Unaudited)

	Common Stock				Additional					Total
	Number				Paid-in		Accumulated			Stockholders'
	of Shares		Amount		Capital		Deficit			Equity
Balances as at fiscal period end March 31, 2006	6,950,000	$	6,950	$	51,550		($4,345	)	$	54,155
Common stock issued for cash at $0.01
per share April 3, 2006	250,000		250		2,250					2,500
Net loss for the year ended March 31, 2007							-55,655			-55,655
Balances at as April 17, 2007, before stock split	7,200,000	$	7,200	$	53,800	$	(60,000	)	$	1,000
Common Stock split 7 for 1, April 17, 2007	43,200,000		43,200		-43,200
Balances at as April 17, 2007, after stock split	50,400,000		50,400		10,600		-60,000			1,000
Common stock issued for cash at $0.25
per share June 6, 2007	400,000		400		99,600					100,000
Common stock issued for cash at $0.80
per share August 29, 2007	625,000		625		499,375					500,000
Common stock issued for cash at $0.50
per share August 29, 2007	1,500,000		1,500		748,500					750,000
Common stock issued for cash at $0.80
per share October 26, 2007	625,000		625		499,375					500,000
Common stock issued for cash at $0.80
per share November 26, 2007	625,000		625		499,375					500,000
Common stock issued for cash at $0.50
per share November 26, 2007	1,400,000		1,400		698,600					700,000
Common stock issued for cash at $0.50
per share January 14, 2007	1,000,000		1,000		499,000					500,000
Net loss for the year ended March 31, 2008							-457,595			-457,595
Balances at March 31, 2008	56,575,000		56,575		3,554,425		-517,595			3,093,405
Common stock issued for cash at $0.50
per share April 16. 2008	1,000,000		1,000		499,000					500,000
Common stock issued for services at $0.50	2,000,000		2,000		998,000					1,000,000
per share May 5, 2008
Common stock issued for services at $0.50
per share May 5, 2008	208,333		208		103,959					104,167
Common Stock issued for assets at $0.50
per share April 17, 2008	6,900,000		6,900		3,443,100					3,450,000
Common stock issued for services at $1.04
per share August 13, 2008	2,000,000		2,000		2,078,000					2,080,000
Net loss for the six months ended Sep. 30, 2008							-3,878,074			-3,878,074
Balances at September 30, 2008	68,683,333		68,683		10,676,484		-4,395,669			6,349,498

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

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STAR RESORTS DEVELOPMENT, INC.

(A Development Stage Company)

STATEMENT OF CASH FLOWS

Unaudited

														From
														Inception
		For the						For the						Nov 8,2005
		Three Months Ended						Six Months Ended						through
		September 30						September 30,						Sep. 30
		2008			2007			2008			2007			2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from Operations	$	(2,319,826	)	$	(110,131	)	$	(3,811,558	)	$	(137,360	)	$	(4,329,153	)
Adjustments to reconcile net loss
to net cash provided (used) by operating activities:
Decrease (increase) in prepaid expenses
Increase (decrease) in accounts payable					(3,850	)		(447	)		(1,200	)
(Increase) Decrease in Deposits					(3,260	)		(3,140	)		(3,260	)		(3,140	)
(Increase) Decrease in Travel Advances		1,897						6,000
Net cash provided (used) by operating activities		(2,317,929	)		(117,241	)		(3,809,145	)		(141,820	)		(4,332,293	)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in projects		(212,360	)		(141,269	)		(631,699	)		(141,269	)		(8,138,577	)
Net cash provided (used) by investing activities		(212,360	)		(141,269	)		(631,699	)		(141,269	)		(8,138,577	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of loan		450,000						1,250,000						1,750,000
Sale of stock for cash					1,250,000			500,000			1,250,000			4,111,000
Non cash issue of common stock for services								2,184,167			100,000			1,104,167
Non cash issue of common stock for assets		2,080,000												5,530,000
Advance for purchase of stock in project					(400,000	)					(400,000	)
Short Term Loan advance					(336,500	)					(336,500	)
Net cash provided (used) by financing activities		2,530,000			513,500			3,934,167			613,500			12,495,167
Change in cash		(289	)		254,990			(506,677	)		330,411			24,297
Cash, beginning of period		24,586			77,621			530,974			2,200			-
Cash, end of period	$	24,297		$	332,611		$	24,297		$	332,611		$	24,297
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Interest paid	$	-		$	-		$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-		$	-		$	-

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

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STAR RESORTS, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2008

Corporate Overview

1. Description of Business

The Company was incorporated in the State of Nevada on November 7, 2005, under the name “Nabo Inc.” On April 17, 2007, the name was changed to “Star Resorts Development Inc.” The name change was effected by merging with the Company’s wholly owned subsidiary, named “Star Resorts Development Inc.”, a Nevada corporation that we formed specifically for this purpose. The name of the company was changed to better reflect the direction and business of our company.

In addition to the change of name, a seven for one stock split was effected of authorized, issued and outstanding common stock. As a result, authorized capital increased from 75,000,000 shares of common stock with a par value of $0.001 to 525,000,000 shares of common stock with a par value of $0.001.

The Company is in the business of real estate development and is focusing on emerging markets. The Company entered into an assignment agreement with Latin Star Developments Inc., dated effective December 20, 2007, for the acquisition from Latin Star of all of its assets (the “Assets”), including rights to certain hotel and other real estate development projects through a memoranda of understanding, a real estate purchase agreement and other related documents (collectively, the “Memoranda.”) Latin Star is a Nevis company that is wholly-owned by the Company’s Secretary and director, David Craven. In December, 2007 the Company took effective control of the assets.

On April 23, 2008, the Company completed its acquisition from Latin Star Developments Inc. through the issuance of the shares that had been agreed to be issued as consideration under the Assignment Agreement On April 23, 2008 the Company completed the details of its Assignment Agreement initiated in December, 2007 with Latin Star Inc. for the purchase of Latin Star’s interest in the Cerro Bayo and Santa Maria de los Andes projects. The Company issued 6,900,000 shares to Latin Star Inc. in accordance with the Agreement. It was also agreed to pay future shares of common stock to Latin Star, the number of which depended upon the achievement of certain new business opportunities related to the acquired rights.

Puerto Madero - Dock 2 Project

On July 31, 2007, the Company entered into a memorandum of understanding with Ricardo Ernesto Bello and Diego Alberto Radivoy Magnani wherein it was agreed to purchase a 50% interest in the capital stock of Inversiones del Dique S.A., an Argentine company which, through its subsidiary, Incubus S.A., owns a 40% interest in a project known as the Dock 2 Project.

This project is aimed at the commercial development of the former “Dock 2” ship channel located in the Puerto Madero area. The Company advanced $1,300,000 to Ricardo Ernesto Bello and Alberto Radivoy Magnani in the period from August to December, 2007, in anticipation of the purchase of the stock of Inversiones del Dique S.A. An additional $700,000 was advanced between January and March, 2008. The total of payments for 50% of the shares of Inversiones del Dique S.A., which in turn holds a 40% interest in the Dock 2 Project is is $2,000,000. The balance of the purchase price $300,000, is due in or around January 2009.

The Company advanced $212,360 in July, 2008 for project expenses, which was capitalized.

As of September 30, 2008 the total investment in the Puerto Madero – Dock 2 Project was $2,212,360.

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Cerro Bayo Project

In July, 2007, the Company loaned $336,500 to Latin Star to pay expenses related to the purchase of an interest in Cerro Bayo, S.A., owner-operator of a ski resort/real estate project in Argentina. The project includes options on additional land, which offers opportunities for development in consortium with other partners. A further $500,000 was advanced to Latin Star for the same purposes in October, 2007. Latin Star owned 125 common voting shares of Cerro Bayo, S.A., representing 25% of the outstanding stock. The stock was transferred to the Company’s holding company, Inversiones del Cerro S.A., which the Company owns 100%.

Latin Star retained legal title to the assets until the agreed price was paid with the transfer of Company stock to Latin Star in April, 2008, pursuant to the Assignment Agreement described above.

An additional $136,800 was invested in the project May 28, 2008.

As of September 30, 2008 the investment in the Cerro Bayo Project was $4,223,300.

Uboldi Land

In December, 2007, with the consent of Latin Star, the Company exercised Latin Star’s options to participate in a purchase of land in a tract known as Uboldi. The Company paid $650,000 in December 2007 to a private consortium which is in the process of closing title to a parcel of 55 hectares (135.9 acres) in Cerro Bayo, municipality of Villa La Angostura, province of Neuquen. The Company’s participation will be a 25% interest in the parcel. It is planned for development with partners.

As of September 30, 2008 the investment in Uboldi Land was $650,000.

Santa Maria De Los Andes Project.

The Company made two payments of $141,269 from August to October 2007 and an additional payment of $141,270 in December, 2007 in this collaborative real estate project in Argentina. The project under construction includes plots of land in a wine field, winery, hotel and polo grounds. In February 2008 further payments of $5,300 and $141,270 were made. In April and June of 2008 two further payments of $141,270 were made. An additional $200,000 had been paid in 2007 by Latin Star, which transferred its rights to the purchase of approximately 47 acres of land to Star Resorts through the assignment agreement described above.

As of September 30, 2008 the total invested in the Santa Maria de los Andes Project was $1,052,917.

2. Summary of Significant Accounting Policies

Basis of Presentation

These financial statements have been prepared using the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America, and with the instructions to Form 10-KSB as promulgated by the Securities and Exchange Commission (“SEC”).

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Significant estimates made by management are, among others, realizability of long-lived assets and deferred taxes.

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The financial statements presented include all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the period presented in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.

Fair Value of Financial Instruments

The Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 107, “Disclosures About Fair Value of Financial Instruments.” SFAS No. 107 requires disclosure of fair value information about financial instruments when it is practicable to estimate that value. The carrying amounts of the Company’s financial instruments as of March 31, 2008 approximate their respective fair values because of the short-term nature of these instruments. Such instruments consist of cash, accounts payable and accrued expenses. The fair value of related party payables is not determinable.

Financial instruments

The Company’s financial instruments from time to time consist of cash and cash equivalents, deposits, travel advances, accounts payable and accrued liabilities, amounts due to officers and directors. The fair value of these financial instruments approximate their carrying value due to the short maturities of these instruments, unless otherwise noted.

Current Liabilities

Current liabilities are expected to be liquidated within the next accounting cycle. There were no current liabilities at September 30, 2008.

Long Term Debt

On February 19, 2008 the Company borrowed $500,000 at 9% from Blue Mint Exploration Inc. under a promissory note. The note is payable in two years and can be prepaid at any time. Interest is payable semi-annually from the date of the note. The note is convertible in whole or in part into common stock at any time. The conversion price is the average closing price from the ten trading days immediately preceding the conversion date.

A further five loans were received from Blue Mint under the same terms from April to September, 2008 totaling $750,000. The combined total is $1,750,000.

Subsequently, on October 20, 2008, Deferral of Interest agreements were signed for each promissory note. Interest is deferred until such date as shall be mutually determined by the parties. Interest is accrued.

Income Taxes

The Company utilizes SFAS No. 109, “Accounting for Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company generated deferred tax credits through net operating loss carryforwards. However, a valuation allowance of 100% has been established, as the realization of the deferred tax credits is not reasonably certain, based on going concern considerations outlined above.

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Basic and Diluted Loss Per Share

In accordance with SFAS No. 128 – “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would be outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The dilutive securities outstanding as of September 30, 2008 were 7,175,000 warrants convertible into one share of common stock. An additional dilution resides in convertible debt of $1,750,000. The exercise of these securities and debt would be anti-dilutive since the company is in a loss position, therefore they were not counted in the calculation of Earnings Per Share.

		Six months Ended September 30,
		2008			2007
Numerator:
Basic and diluted net loss per share:
Net Loss	$	(3,878,074	)	$	(137,360	)
Denominator
Basic and diluted weighted average
number of shares outstanding		64,843,818			50,635,552
Basic and Diluted Net Loss Per Share	$	(0.060	)	$	(0.003	)

Share Based Payment

The Company follows FASB Statement No. 123R, "Share-Based Payment, an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.

As shown in the accompanying financial statements, the Company incurred a net loss of $3,878,074 and had no revenue during the six months ended September 30, 2008. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from its investment in revenue properties. Management has plans to seek additional capital through private placements or public offerings of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Development Stage Company

The Company is considered a development-stage company, with no operating revenues during the periods presented, as defined by Statement of Financial Accounting Standards (“SFAS”) No. 7. SFAS No. 7 requires companies to report their operations, shareholders deficit and cash flows since inception through the date that revenues are generated from management’s intended operations, among other things. Management has defined inception as November 8, 2005. Since inception, the Company has incurred operating losses totaling $4,395,669.

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The Company’s working capital has been generated through the sales of common stock and short term loans. Management has provided financial data since November 7, 2005 “Inception” in the financial statements, as a means to provide readers of the Company’s financial information to make informed investment decisions.

Recent accounting pronouncements

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115” (SFAS 159). SFAS 159, which becomes effective for the Company on January 1, 2008, permits companies to choose to measure many financial instruments and certain other items at fair value and report unrealized gains and losses in earnings. Such accounting is optional and is generally to be applied instrument by instrument.

FASB Statement of Financial Accounting Standards (SFAS) No. 157 “Fair Value Measurements” establishes a formal framework for measuring fair value under GAAP. It defines and codifies the many definitions of fair value included among various other authoritative literature, clarifies and, in some instances, expands on the guidance for implementing fair value measurements, and increases the level of disclosure required for fair value measurements. Although SFAS No. 157 applies to and amends the provisions of existing FASB and AICPA pronouncements, it does not, of itself, require any new fair value measurements, nor does it establish valuation standards. SFAS No. 157 applies to all other accounting pronouncements requiring or permitting fair value measurements, except for SFAS 123(r) Share-Based payment and related pronouncements, the practicability exceptions to fair value determination allowed by various other authoritative pronouncements, and AICPA Statements of Position 97-2 and 98.9 that deal with software revenue recognition. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.

3. Capital Structure

Common Stock Transactions during the first quarter of the fiscal year from April 1, 2008 through September 30, 2008:

On April 16, 2008, the company issued 1,000,000 Units, consisting of one share and one Warrant per Unit, at a price of $0.50 per Unit, for proceeds of $500,000. Each Warrant is exercisable into one common share (a “Warrant Share”) at a price of US $1.00 per Warrant Share for a period of five years from the date of issuance of the Warrants. The Units were issued to a non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On May 5, 2008 the company issued 2,000,000 shares for services at $0.50 per share, and recorded an expense of $1,000,000. The stock was valued at fair value in accordance with FASB Statement No. 123R and taken to be the latest trade or issuance, which was on April 16, 2008 at $0.50 per share, as noted above.

On May 5, 2008 the company issued 208,333 for services at $0.50 per share, and recorded an expense of $104,167. The stock was valued at fair value in accordance with FASB Statement No. 123R and taken to be the latest trade or issuance, which was on April 16, 2008 at $0.50 per share, as noted above.

On April 17, 2008 the company issued 6,900,000 shares for assets at $0.50 per share.

On August 13, 2008 the company issued 2,000,000 shares for services at $1.04 per share and recorded an expense of $2,080,000. The stock was valued at fair value in accordance with FASB Statement No. 123R

As of September 30, 2008 there are 7,175,000 warrants outstanding, convertible into one share of common stock at an exercise price of between US $0.75 and $1.30, having initially exercisable periods of three and five years, and expiry dates from June 15, 2010 to April 16, 2013.

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As at September 30, 2008 and 2007 the Company had authorized 525,000,000 and 525,000,000 shares respectively of par value $0.001 common stock, of which 66,683,333 and 56,575,000 shares respectively were issued and outstanding.

4. Related Party Transactions

On May 5, 2008, 2,000,000 shares were issued to retiring CFO Enrique Abaroa, under his employment agreement.

On May 5, 2008 retiring director Geoffrey L. Evett was issued 208,333 common shares for consulting and directors’ fees.

On August 13, 2008 the company issued 2,000,000 shares for services to Alejandro. Aparico, President and CEO, under his employment agreement.

5. Commitments and Contingencies Commitments within the following five years are:

(a)	January, 2009: Complete purchase of Puerto Madera – Dock 2 project $ 300,000
(b)	February 19, 2010: Repayment of promissory note	$	500,000
(c)	April 3, 2010: Repayment of promissory note	$	500,000
(d)	May 22, 2010: Repayment of promissory note	$	300,000
(e)	July 7, 2010: Repayment of promissory note	$	150,000
(f)	July 23, 2010 Repayment of promissory note	$	200,000
(g)	September 5, 2010: Repayment of promissory note	$	100,000
	Total	$	2,050,000

6. Legal Proceedings

There were no legal proceedings against the Company with respect to matters arising in the ordinary course of business. Neither the Company nor any of its officers or directors is involved in any other litigation either as plaintiffs or defendants, and have no knowledge of any threatened or pending litigation against them or any of the officers or directors.

7. Subsequent Events

On October 10, the Company borrowed an additional $100,000 from Blue Mint Exploration Inc. under a promissory note having the same terms as in previous notes: 9%, due in two years.

As reported in Note 2 under Long Term Debt, Deferral of Interest agreements were signed for each promissory payable to Blue Mint Exploration Inc. on October 20, 2008. Interest is deferred until such date as shall be mutually determined by the parties.

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On October 14, 2008, the Company issued 9,200,000 shares of common stock to Latin Star, Inc. pursuant to an Assignment Agreement wherein the Company received Latin Star’s options to purchase a 25% interest in a tract of land near the Cerro Bayo ski resort known as the Uboldi Land.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

This report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “intends” “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in Part II, section 1A beginning on page 19 of this report that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this report, and unless otherwise indicated, the terms “we”, “us” and “our company” refer to Star Resorts Development Inc. and its subsidiaries.

Company Overview

We were incorporated in the State of Nevada on November 7, 2005, under the name “Nabo Inc.” On April 17, 2007, we changed our name to “Star Resorts Development Inc.” We effected this name change by merging with our wholly owned subsidiary, named “Star Resorts Development Inc.”, a Nevada corporation that we formed specifically for this purpose. We changed the name of our company to better reflect the direction and business of our company.

In addition to our change of name, we effected a seven for one stock split of our authorized, issued and outstanding common stock. As a result, our authorized capital increased from 75,000,000 shares of common stock with a par value of $0.001 to 525,000,000 shares of common stock with a par value of $0.001.

We are in the business of real estate development and are focusing on emerging markets such as Argentina in South America. Our intended products are real estate, hotels, spas, outdoor activity facilities, wineries, condos, villas, restaurants and retail stores.

In addition to the change of name, a seven for one stock split was effected of authorized, issued and outstanding common stock. As a result, authorized capital increased from 75,000,000 shares of common stock with a par value of $0.001 to 525,000,000 shares of common stock with a par value of $0.001.

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Description of Business

Star Resorts is in the business of real estate development and is focusing on International Emerging Markets. To date, we have invested in three projects in the Argentine market. Our company entered into an assignment agreement with Latin Star Developments Inc. dated effective December 20, 2007, for the acquisition from Latin Star of all of its assets, including rights to certain hotel and other real estate development projects through a memoranda of understanding, a real estate purchase agreement and other related documents. Latin Star is a Nevis company that is wholly-owned by our Corporate Secretary and director, David Craven. In December, 2007 Star Resorts took effective control of the assets.

On April 17, 2008, we completed the acquisition from Latin Star Developments Inc. through the issuance of the shares that had been agreed to be issued as consideration under the Assignment Agreement On April 23, 2008 we completed the details of the assignment agreement initiated in December, 2007 with Latin Star Inc. for the purchase of Latin Star’s interest in the Cerro Bayo and Santa Maria de los Andes projects. We issued 6,900,000 shares to Latin Star Inc. in accordance with the Agreement. It was also agreed to pay future shares of common stock to Latin Star, the number of which depended upon the achievement of certain new business opportunities related to the acquired rights.

On October 14, 2008, we made one of the payments of future shares to Latin Star that we had agreed to in the Assignment Agreement. As provided in the Assignment Agreement, we issued 9,200,000 shares of our common stock to Latin Star because we had received the assignment to buy 25% of a portion of land located adjacent to the Cerro Bay project. See the information in the section entitled “Cerro Bayo Project” below for more information.

Puerto Madero - Dock 2 Project

On July 31, 2007, we entered into a memorandum of understanding with Ricardo Ernesto Bello and Diego Alberto Radivoy Magnani wherein it was agreed to purchase a 50% interest in the capital of Inversiones del Dique S.A., an Argentine company which, through our subsidiary, Incubus S.A., owns a 40% interest in a project known as the Dock 2 Project.

This project is aimed at the commercial development of the former “Dock 2” ship channel located in the Puerto Madero area. We advanced $1,370,000 to Ricardo Ernesto Bello and Alberto Radivoy Magnani in the period from August to December, 2007, in anticipation of the purchase of the stock of Inversiones del Dique S.A. An additional $700,000 was advanced between January and March 2008.

The total of payments is $2,000,000 for the purchase of 50% of the shares of Inversiones del Dique S.A., which in turn holds a 40% interest in the Dock 2 Project. The balance of the purchase price, $300,000, is due in January, 2009

In July, 2008 $212,316 was paid for project expenses, which was capitalized

As of November 14, 2008, our total investment in the Puerto Madero - Dock 2 Project is $2,212,360.

Cerro Bayo Project

In July, 2007, we loaned $336,500 to Latin Star to pay expenses related to the purchase of an interest in Cerro Bayo, S.A., owner-operator of a ski resort/real estate project in Argentina. The project includes options on additional land, which offers opportunities for development in consortium with other partners. A further $500,000 was advanced to Latin Star for the same purposes in October, 2007. Latin Star owned 125 common voting shares of Cerro Bayo, S.A., representing 25% of the outstanding stock. The stock was transferred to the Company’s holding company, Inversiones del Cerro S.A., which the Company owns 100%.

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Latin Star retained legal title to the assets until the agreed price was paid with the transfer of our company stock to Latin Star in April, 2008, pursuant to the assignment agreement described above.

An additional $136,800 was invested in the project May 28, 2008.

On October 14, 2008, pursuant to section 4.1(a) of our Assignment Agreement with Latin Star, we issued 9,200,000 shares of our common stock to Latin Star. These shares were payable to Latin Star pursuant to the Assignment Agreement because we had received the assignment to buy 25% of a portion of land located adjacent to the Cerro Bay project, which from here on we will refer to as the “Uboldi Land”.

As of November 14, 2008, our total investment in the Cerro Bayo Project is $4,223,300.

Uboldi land

In December, 2007, with the consent of Latin Star, we exercised Latin Star’s options to participate in a purchase of land in a tract known as Uboldi. We paid $650,000 in December 2007 to a private consortium which is in the process of closing title to a parcel of 55 hectares (135.9 acres) in Cerro Bayo, municipality of Villa La Angostura, province of Neuquen. The Company’s participation will be a 25% interest in the parcel. It is planned for development with Argentinean partners as part of the Cerro Bayo Project.

As of November 14, 2008, our total investment in the Uboldi land is $650,000.

Santa Maria De Los Andes Project

We made two payments of $141,269 from August to October 2007 and an additional payment of $141,270 in December, 2007 in this collaborative real estate project in Argentina. The project under construction includes plots of land in a wine field, winery, hotel and polo grounds. In February 2008 further payments of $5,300 and $141,270 were made. In April and June of 2008 two further payments of $141,270 were made. An additional $200,000 had been paid in 2007 by Latin Star, which transferred its rights to the purchase of approximately 47 acres of land to Star Resorts through the assignment agreement described above.

As of November 14, 2008, our total invested in the Santa Maria De Los Andes Project was $1,052,917.

Plan of Operation

The following discussion and analysis summarizes our plan of operation for the next 12 months, our results of operations and changes in our financial condition for the three and six months ended September 30, 2008. The following discussion should be read in conjunction with our Management’s Discussion and Analysis and the financial statements filed in this report.

Estimated Expenses for the Next 12 Month Period

Our estimated expenses for the next 12 months are as follows:

Expense		Cost
Property Expenses	$	1,000,000
Salary	$	385,000
Professional Fees	$	100,000
Consulting Fees	$	60,000
Stock Transfer Fees	$	7,200
General and Administrative Fees	$	26,000
Investment in Current and New Projects	$	12,000,000
Total Expenses	$	13,578,200

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We recorded a net operating loss of $3,878,074 for the six months ended September 30, 2008 and have an accumulated deficit of $4,395,669since inception.

As at September 30, 2008 we had cash of $24,297 and for the next 12 months, management anticipates that the minimum cash requirements to fund our proposed business plan and continued operations will be $13,578,200.

On July 7th, 2008, we obtained $150,000 from Blue Mint Exploration Inc. and issued the fourth of seven convertible promissory notes. For more information on the convertible promissory note, please see the note, which is referenced on our exhibit list at the end of this report.

On July 23rd, 2008, we obtained $200,000 from Blue Mint Exploration Inc. and issued the fifth of seven convertible promissory notes. For more information on the convertible promissory note, please see the note, which is referenced on our exhibit list at the end of this report.

On September 5, 2008, we obtained $100,000 from Blue Mint Exploration Inc. and issued the sixth of seven convertible promissory notes. For more information on the convertible promissory note, please see the note, which is referenced on our exhibit list at the end of this report.

On October 10, 2008, we obtained $80,000 from Blue Mint Exploration Inc. and issued the seventh of seven convertible promissory notes. For more information on the convertible promissory note, please see the note, which is referenced on our exhibit list at the end of this report.

Accordingly we do not have sufficient funds to meet our planned expenditures over the next 12 months and will need to obtain further financing to fund our operations. See “Future Financings” on page 18.

Liquidity and Capital Resources

Our financial condition for the quarter ended September 30, 2008 is summarized as follows:

Working Capital

		September		June 30,		Change
		30, 2008		2008
Current Assets	$	24,437	$	29,623	$	(5,186	)
Current Liabilities	$	0		0		0
Working Capital Surplus (Deficit)	$	24,437	$	29,623	$	(5,186	)

Cash Flows

		Six Months Ended September 30								Three Months Ended September 30
							Percentage								Percentage
							Increase								Increase
		2008			2007		(Decrease)			2008			2007		(Decrease)
Cash flows from
operating activities	$	(3,809,145	)	$	(141,820	)	(2,586	)%	$	(2,317,929	)	$	(117,241	)	(1,877	)%
Cash flows (used in)
investing activities		(631,699	)		(141,269	)	(347	)%		(212,360	)		(141,269	)	(50	)%
Cash flows provided
by financing
activities		3,934,167			613,500		541%			2,530,000			513,500		393%
Net increase
(decrease) in cash
during period	$	(506,677	)	$	330,411		(253	)%	$	(289	)	$	254,990		(100	)%

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Working Capital

The $5,186 decrease in our working capital was primarily due to the excess of operating expenses and investment in projects over the proceeds from borrowing.

Cash Used In Operating Activities

During the quarter ended September 30, 2008 operating activities used cash in the amount of $237,929 (net of non cash consulting expense of $2,080,000), primarily represented by general and administrative expenses.

Cash used by Investing Activities

In the quarter ended September 30, 2008 cash used in investing activities was the sum of $212,360 as compared to $419,339 net of non-cash items in the previous quarter. The decrease in the current quarter was caused primarily by having completed a major acquisition in the previous quarter, namely the Cerro Bayo ski resort project.

Cash from Financing Activities

We received net cash from financing activities in the amount of $450,000 during the quarter ended September 30, 2008 compared to $1,300,000, net of non-cash items in the previous quarter. The decrease in the current quarter was caused primarily by the receipt of assets for stock related to the Cerro Bayo project in the precious quarter.

Results of Operations

The following summary of our results of operations should be read in conjunction with our interim financial statements for the six months ended September 30, 2008 which are included herein.

			For the				For the
		Three Months Ended				Six Months Ended
			September 30,				September 30,
		2007	2008	Change		2007	2008	Change
Revenue		-	-	-		-	-	-
EXPENSES
Advertising		0	4,250	-		0	163,060	-
Property Expenses	$	2,851	11,634	308%	$	2,851	19,062	569%
Salary		40,020	87,300	118%		56,020	174,600	212%
Professional fees		22,945	39,404	72%		22,945	84,314	267%
Consulting		0	2,144,500	-		0	3,292,669	-
Stock transfer fees		385	7,620	1,879%		385	8,305	2057%
General and
administrative		43,930	25,118	-43%		55,159	69,548	26%
TOTAL EXPENSES	$	110,131	2,319,826	2006%	$	137,360	3,811,558	1,161%

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Revenue

We have had no operating revenues since our inception on November 4, 2004 through to the period ended September 30, 2008. We anticipate that we will not generate any revenues for so long as we are a development stage company.

Future Financings

We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our operations during current fiscal year.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, as amended, our principal executive officer and principal financial and principal accounting officer evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our principal executive and principal financial officer concluded that as of the end September 30, 2008, these disclosure controls and procedures were adequate to ensure that the information required to be disclosed by our company in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and include controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our principal executive and principal financial officer, to allow timely decisions regarding required disclosure.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting.

There were no changes in our company’s internal control over financial reporting during the quarter ended September 30, 2008 that have materially affected, or are reasonably likely to materially affect, our company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

To the best of our knowledge, we are currently not a party to any legal or bankruptcy proceeding.

ITEM 1A. RISK FACTORS

An investment in our common shares involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating our company and our business before purchasing our common shares. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. The risks described below are not the only ones facing our company. Additional risks not presently known to us may also impair our business operations. You could lose all or part of your investment due to any of these risks.

Risks Associated with our Company

We have a limited history of operations and have incurred only losses and no revenues since inception (November 8, 2005). We may not be able to successfully implement our business plan, our business may fail and investors could lose all of their investment in our company.

We have a limited history of operations and have incurred only losses and no revenues since inception (November 8, 2005). Accordingly, our operations are subject to the risks inherent in the establishment of a new business enterprise, including access to capital, successful implementation of our business plan and limited revenue from operations. Also, there is no way for potential investors to analyze an investment in our company based on prior performance. We may continue to experience net losses for the foreseeable future. We have and will continue to incur significant costs, including the issuance of shares of our common stock as one form of payment, researching, acquiring and developing interests in real estate development projects. We may not be able to sell or lease any or all of our interests. If we are able to sell or lease our interests in the real property developments, it will likely take a long time and may not bring us a profit. We estimate that we will need approximately $13,600,000 in order to fund our proposed operations for the next 12 months. We will require additional financing in order to fund our investment activities and our monthly overhead. There can be no assurance that we will be able to obtain the additional financing we require, or be able to obtain such additional financing on terms favorable to our company. Because of our limited history of operations, losses, lack of revenue and need for additional financing, we may not be able to successfully implement our business plan, our business may fail and investors could lose all of their investment in our company.

Our business requires significant expenditures which we must make before realizing any revenues and we may have problems financing our operations. If we are unable to obtain the additional financing we need, we may go out of business and investors would lose all of their investment in our company.

The development of our business will require us to make significant expenditures, including the issuance of shares of our common stock as one form of payment, before any revenues are recognized. We will continue to incur significant expenditures in connection with the acquisition, development, sale or lease of interests in real estate developments before we realize any revenue. Accordingly, our capital requirements will be obtained through additional financing. There can be no assurance that any required additional financing will be available to us or that any additional financing will not materially dilute the ownership of our shareholders. If we are unable to obtain the additional financing we need on terms we can accept and pay, we may go out of business and investors would lose all of their investment in our company.

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Because our executive officers and directors control approximately 42.897% of common shares. Investors will have little or no control over our management or other matters requiring shareholder approval, which will frustrate shareholders’ attempts to change or improve the management of the company.

Our officers and directors beneficially own approximately 42.897% of the common voting shares of our company. Other investors will have little or no control over our management or other matters requiring shareholder approval. This will frustrate shareholders’ attempts to change or improve the management of the company.

Substantially all of our assets are outside the United States. Investors may not be able to enforce remedies under U.S. federal securities laws against us.

Substantially all of our assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our company predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under U.S. federal securities laws against us.

If our co-investors fail, we will fail, causing losses to our investors.

The success of our real estate development investments will all depend on the success of the other investors in the same projects. All of the risk factors that apply to us also apply to the other companies that invest in real estate development projects with us. If another investor in one of our real estate development projects is negatively affected by the risk factors set out in this section or if it fails to meet its obligations under our agreements, defraud us or do not do a good job of its contributions to the development, then the entire project will likely fail and we will likely lose most or all of our investment in any given project, meaning our business operations will suffer and investors could lose some or all of their investment in us.

Risks Associated with Our Business

Our assumptions about the future performance of our investments in real estate development may be wrong. If we do not obtain the resale or lease amounts that we predict and fail to earn a profit on any or all of our investments, we may never become profitable, our business could fail and investors could lose their entire investment in our company.

We focus our business on the acquisition, development and sale or lease of commercial and residential projects. In deciding whether to acquire an interest in a particular property or real estate development project, we make assumptions regarding the expected future performance of that property. In particular, we estimate the return on our investment based on expected resale or lease value, as applicable. We may be unable to obtain the resale or lease amount that we have predicted and fail to earn a profit on any or all of our investments. If we do not become profitable, our business will fail and investors would lose their entire investment in our company.

Real estate development investment is highly speculative and our success depends on our ability to acquire, develop sell or lease our interests in many real estate development projects. Many variable factors beyond our control could cause us to fail to make a profit on any or all of our investments. If we do not become profitable, investors will lose their investment in our company.

Our business plan is to acquire, develop sell or lease interests in real estate developments. This is a highly speculative area and any or all of our investments could fail to perform as we predict. Many of our current projects are several years away from completion. All of our projects will be subject to national, regional and local economic, political and social changes, each of which could affect the demand for the specific types of real estate developments that we are or will become involved in. In addition, the financial success of each project depends on our ability – and the ability of our co-investors in any given project -- to plan and execute each particular project. In many cases, a project’s success will also be dependent on our ability to secure adequate financing to fund all or a portion of the development.

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More specifically, in connection with the development of new projects and the redevelopment of existing projects, we will be subject to risks such as:

• deteriorating credit markets, which challenge our ability to obtain financing for our investments and projects on favorable terms, if at all;
• cyclical overbuilding, causing less demand for a particular real estate development than we expected;
• cost overruns, including increases in the cost of materials because of increased global demand (particularly in the price of steel, lumber, drywall, copper and concrete, which are significant components of construction costs);
• difficulties in obtaining or failures to obtain land use entitlements, occupancy and other government permits and authorizations;
• delays because of a number of factors, including unforeseen circumstances;
• changes in political views toward the proposed development, redevelopment or use;
• governmental restrictions on the nature or size of a project;
• strikes, labor disputes or supply disruptions;
• condemnation and taking of any of our projects by the government under eminent domain;
• shortages of qualified trade workers and building materials;
• development costs for projects not pursued to completion;
• earthquakes, floods, mudslides, fires, bad weather and other acts of God;
• design and construction defects and unforeseen or underestimated environmental and engineering problems;
• contractor and subcontractor disputes and mechanics’ liens; and
• lack of income until leasing or sale.

Any or all of these risks could have an adverse affect on our business, operations, cash flow and ability to increase values for our stockholders. Any of these factors could cause us to fail to make a profit on any or all of our real estate development project investments. If we do not become profitable, investors will lose their investment in our company.

Operating risks may adversely affect our operations and investors may be unable to obtain a return on their investment.

Our properties are subject to operating risks common to real estate development in general. These risks include: our ability to rent or sell our investment interests; competition from other real estate development investors; increases in operating costs due to inflation and other factors; downturns in market conditions and the economy generally; and, uninsurable damage to our investment properties. In addition, we may acquire properties or entities that are subject to liabilities, including environmental liabilities, state of title, physical condition or compliance with zoning laws, building codes, or other legal requirements. For example, if any liability is asserted against us relating to any property in which we have an interest, we might have to pay substantial sums to settle the claim or fix what is wrong with the property. If this happens, our operations may suffer and investors could be unable to obtain a return on their investment.

Risks Related to Our Common Stock

Our common stock is illiquid and shareholders may be unable to sell their shares.

There is currently a limited market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. These fluctuations may adversely affect the trading price of our common shares.

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Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of the Financial Industry Regulatory Authority (“FINRA”). Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like the American Stock Exchange. Accordingly, our shareholders may have difficulty reselling any of their shares.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations and FINRA's sales practice requirements, which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

1.

On September 5, 2008, we issued to Blue Mint Exploration Inc., a convertible promissory note in the amount of $100,000. The promissory note is payable on September 5, 2010, and will accrue interest at the rate of 9%, which is to be paid per annum starting 180 days from the date of the promissory note.

Blue Mint has the option that at any time on or after September 5, 2008, the outstanding principal amount and accrued interest under the promissory note that Blue Mint elects to convert, is convertible into common shares at a conversion rate based upon 100% of the average closing prices of our common shares as quoted on the OTC Bulletin Board for the 10 trading days immediately preceding the conversion date.

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	Blue Mint may also exercise the option of giving our company written notice that the entire unpaid principal amount of the promissory 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 promissory 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.
2.	On October 10, 2008, we issued to Blue Mint Exploration Inc., a convertible promissory note in the amount of $80,000. The promissory note is payable on October 10, 2010, and will accrue interest at the rate of 9%, which is to be paid per annum starting 180 days from the date of the promissory note.
	Blue Mint has the option that at any time on or after October 10, 2008, the outstanding principal amount and accrued interest under the promissory note that Blue Mint elects to convert, is convertible into common shares at a conversion rate based upon 100% of the average closing prices of our common shares as quoted on the OTC Bulletin Board for the 10 trading days immediately preceding the conversion date.
	Blue Mint may also exercise the option of giving our company written notice that the entire unpaid principal amount of the promissory 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 promissory 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.
3.	On October 14, 2008 we issued 9,200,000 shares of common stock to Latin Star Developments Inc. pursuant to the terms of an assignment agreement dated December 20, 2007. Latin Star is a Nevis company wholly-owned by our Secretary and director, David Craven.
	We issued the shares 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 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION

1. On October 30, 2008 we amended three previously issued convertible promissory notes to Blue Mint Exploration Inc. as follows:

Original Issuance
Date		Amount
February 19, 2008	$	500,000
April 3, 2008	$	500,000
May 22, 2008	$	300,000
	$	1,300,000.00

Each note is payable at 9% interest payable semi annually, 180 days from the issue date of each note with subsequent payments being due and payable on the first day of the month every six months thereafter. On October 30, 2008, Blue Mint agreed to suspend the interest payments payable on each note until such time as is mutually agreed upon by the two parties.

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2.	On November 6, 2008, we issued to Blue Mint Exploration Inc., a convertible promissory note in the amount of $40,000. The promissory note is payable on October 10, 2010, and will accrue interest at the rate of 9%, which is to be paid per annum starting 180 days from the date of the promissory note.
	Blue Mint has the option that at any time on or after October 10, 2008, the outstanding principal amount and accrued interest under the promissory note that Blue Mint elects to convert, is convertible into common shares at a conversion rate based upon 100% of the average closing prices of our common shares as quoted on the OTC Bulletin Board for the 10 trading days immediately preceding the conversion date.
	Blue Mint may also exercise the option of giving our company written notice that the entire unpaid principal amount of the promissory 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 promissory 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.

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ITEM 6. EXHIBITS.

Exhibit No.	Description
3.1	Articles of Incorporation of the Registrant, filed as an exhibit to the registration statement on Form SB-2 filed with the Commission on June 15, 2006.
3.2	By-laws of the Registrant, filed as an exhibit to the registration statement on Form SB-2 filed with the Commission on June 15, 2006.
3.3	Certificate of Change, filed as an exhibit to the current report on Form 8-K filed with the Commission on April 19, 2007.
3.4	Articles of Merger, filed as an exhibit to the current report on Form 8-K filed with the Commission on April 19, 2007.
10.1	Subscription Agreement filed as an exhibit to the current report on Form 8-K filed with the Commission on June 20, 2007.
10.2	Warrant Certificate filed as an exhibit to the current report on Form 8-K filed with the Commission on June 20, 2007.
10.3	Memorandum of Understanding filed as an exhibit to the current report on Form 8-K filed with the Commission on August 30, 2007.
10.4	Subscription Agreement filed as an exhibit to the current report on Form 8-K filed with the Commission on September 10, 2007.
10.5	Warrant certificate filed as an exhibit to the current report on Form 8-K filed with the Commission on September 10, 2007 and incorporated herein by reference.
10.6	Finders Fee Agreement filed as an exhibit to the current report on Form 8-K filed with the Commission on September 10, 2007.
10.7	Employment Agreement (Alejandro Aparicio) filed as an exhibit to the current report on Form 8-K filed with the Commission on September 10, 2007.
10.8	Subscription Agreement filed as an exhibit to the current report on Form 8-K filed with the Commission on September 11, 2007.
10.9	Warrant certificate filed as an exhibit to the current report on Form 8-K filed with the Commission on September 11, 2007.
10.10	Subscription Agreement filed as an exhibit to the current report on Form 8-K filed with the Commission on October 29, 2007.
10.11	Warrant certificate filed as an exhibit to the current report on Form 8-K filed with the Commission on October 29, 2007.
10.12	Form of Subscription Agreement filed as an exhibit to the current report on Form 8-K filed with the Commission on November 28, 2007.
10.13	Form of Warrant certificate filed as an exhibit to the current report on Form 8-K filed with the Commission on November 28, 2007.
10.14	Assignment Agreement dated December 20, 2007 filed as an exhibit to the current report on Form 8-K filed with the Commission on January 24, 2008.
10.18	Convertible Promissory Note dated February 19, 2008 filed as an exhibit to the current report on Form 8-K filed with the Commission on February 14, 2008.
10.20	Employment Agreement dated April 1, 2008 with James Pierce filed as an exhibit to the current report on Form 8-K filed with the Commission on April 14, 2008.
10.21	Convertible Promissory Note dated April 3, 2008 filed as an exhibit to the current report on Form 8-K filed with the Commission on April 11, 2008.
10.22	Convertible Promissory Note dated May 22, 2008 filed as an exhibit to the current report on Form 8-K filed with the Commission on June 5, 2008.
10.23	Advisor Agreement dated June 1, 2008 with Timothy Marx filed as an exhibit to our current report on Form 8-K filed with the Commission on July 24, 2008
10.24	Advisor Agreement dated June 1, 2008 with Eric Sydow filed as an exhibit to our current report on Form 8-K filed with the Commission on July 24, 2008
10.25	Advisor Agreement dated June 1, 2008 with Francisco Suárez filed as an exhibit to our current report on Form 8-K filed with the Commission on July 28, 2008

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Exhibit No.	Description
10.26	Convertible Promissory Note dated July 23, 2008 filed as an exhibit to the current report on Form 8-K filed with the Commission on August 11, 2008.
10.27	Convertible Promissory Note dated September 5, 2008 filed as an exhibit to the current report on Form 8-K filed with the Commission on September 11, 2008.
10.28	Convertible Promissory Note dated October 10, 2008 filed as an exhibit to the current report on Form 8-K filed with the Commission on October 15, 2008.
10.29	Deferral of Interest Agreement dated October 30, 2008 with Blue Mint Exploration Inc. filed as an exhibit to the current report on Form 8-K filed with the Commission on October 31, 2008
10.30	Convertible Promissory Note dated November 6, 2008 filed as an exhibit to the current report on Form 8-K filed with the Commission on November 14, 2008.
21.1	Inversiones del Dique S.A., an Argentine company owned 40% by Star Resorts Development Inc.
21.2	Inversiones del Cerro S.A., an Argentine company owned 50% by Star Resorts Development Inc.
31.1*	Certification pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended (Principal Executive Officer).
31.2*	Certification pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended ( Principal Financial Officer).
32.1*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 (Principal Executive Officer).
32.2*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 (Principal Financial Officer).

* Filed herewith.

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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 thereunto duly authorized.

STAR RESORTS DEVELOPMENT INC.

/s/ Alejandro Aparicio
Alejandro Aparicio
President and Chief Executive Officer
Principal Executive Officer
Date: November 14, 2008

/s/ James J. Pierce
James J. Pierce
Chief Financial Officer and Treasurer
Principal Financial Officer and Principal Accounting Officer
Date: November 14, 2008