---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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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- ii -

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

---

- 1 -

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

---

|- 2 -                         
|------------------------------
|                              
|                              
|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.

---

|- 3 -                         
|------------------------------
|                              
|                              
|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.

---

|- 4 -                            
|---------------------------------
|                                 
|                                 
|STAR RESORTS DEVELOPMENT, INC.   
|(A Development Stage Company)    
|STATEMENT OF STOCKHOLDERS' EQUITY
|(Unaudited)                      

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

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

---

|- 5 -                         
|------------------------------
|                              
|                              
|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.

---

|- 6 -                        
|-----------------------------
|                             
|                             
|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.

---

- 7 -

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.

---

- 8 -

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.

---

- 9 -

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                           |  
|Numerator:                            |   |                                |  
|Basic and diluted net loss per share: |   |                                |  
|Net Loss                              | $ | (3,878,074                     | )
|Denominator                           |   |                                |  
|Basic and diluted weighted average    |   |                                |  
|number of shares outstanding          |   | 64,843,818                     |  
|Basic and Diluted Net Loss Per Share  | $ | (0.060                         | )

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.

---

- 10 -

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.

---

- 11 -

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                              | $
|(c) | April 3, 2010: Repayment of promissory note                                        | $
|(d) | May 22, 2010: Repayment of
      promissory note                                   | $
|(e) | July 7, 2010: Repayment of promissory note                                         | $
|(f) | July 23, 2010 Repayment of
      promissory note                                   | $
|(g) | September 5, 2010: Repayment of promissory note                                    | $
|    | Total                                                                              | $

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.

---

- 12 -

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.

---

- 13 -

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.

---

- 14 -

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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- 15 -

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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- 16 -

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 |  
|-------------------- | - | ----------------------------- | - | - | ------------------------------- | -
|                     |   |                               |   |   |                                 |  
|                     |   |                               |   |   |                                 |  
|                     |   | 2008                          |   |   | 2007                            |  
|Cash flows from      |   |                               |   |   |                                 |  
|operating activities | $ | (3,809,145                    | ) | $ | (141,820                        | )
|Cash flows (used in) |   |                               |   |   |                                 |  
|investing activities |   | (631,699                      | ) |   | (141,269                        | )
|Cash flows provided  |   |                               |   |   |                                 |  
|by financing         |   |                               |   |   |                                 |  
|activities           |   | 3,934,167                     |   |   | 613,500                         |  
|Net increase         |   |                               |   |   |                                 |  
|(decrease) in cash   |   |                               |   |   |                                 |  
|during period        | $ | (506,677                      | ) | $ | 330,411                         |  

---

- 17 -

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% | 

---

- 18 -

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.

---

- 19 -

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.

---

- 20 -

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.

---

- 21 -

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.

---

- 22 -

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.

---

- 23 -

|   | 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.

---

- 24 -

|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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- 27 -

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. PierceJames J. PierceChief
Financial Officer and Treasurer Principal Financial Officer and Principal
Accounting OfficerDate: November 14, 2008

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