---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

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

For the quarterly period ended September 30, 2007

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT

For the transition period from _____________________ to
_____________________

Commission file number 000-52449

STAR RESORTS DEVELOPMENT
INC.(Exact name of small business issuer as
specified in its charter)

|Nevada                                                               | 98-0521492                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)

1221 Brickell Ave., 9th Floor, Miami FL 33131(Address of principal executive offices)

(305) 397-2818(Issuer's telephone number)

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

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

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). 
  Yes [X]No [   ]

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

Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a court. Yes [ 
 ]   No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
53,550,000 common shares issued and outstanding as of November 12,
2007.

Transitional Small Business Disclosure Format (Check one): Yes
[   ]   No [X]

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- 2 -

PART I

ITEM 1. Financial Statements

STAR RESORTS DEVELOPMENT, INC. (A Development Stage
Company) BALANCE SHEET

|                                                   |   | September 30, |   |   | March 31,  |  
|-------------------------------------------------- | - | ------------- | - | - | ---------- | -
|                                                   |   | 2007          |   |   | 2007       |  
|                                                   |   | Unaudited     |   |   | (Restated) |  
|ASSETS                                             |   |               |   |   | Note 5     |  
|CURRENT
      ASSETS                               |   |               |   |   |            |  
|Cash                                               | $ | 332,611       |   | $ | 2,200      |  
|Deposits                                           |   | 3,260         |   |   | -          |  
|                                                   |   |               |   |   |            |  
|Total
      Current Assets                         |   | 335,871       |   |   | 2,200      |  
|                                                   |   |               |   |   |            |  
|OTHER
      ASSETS                                 |   |               |   |   |            |  
|Short Term Loan                                    |   | 336,500       |   |   | -          |  
|Advance on Purchase of Stock                       |   | 400,000       |   |   | -          |  
|Investment in Sta. Maria De Los Andes              |   | 141,269       |   |   | -          |  
|                                                   |   |               |   |   | -          |  
|                                                   |   |               |   |   |            |  
|Total
      Other Assets                           |   | 877,769       |   |   | -          |  
|                                                   |   |               |   |   |            |  
|TOTAL
      ASSETS                                 | $ | 1,213,640     |   | $ | 2,200      |  
|                                                   |   |               |   |   |            |  
|                                                   |   |               |   |   |            |  
|                                                   |   |               |   |   |            |  
|LIABILITIES AND STOCKHOLDERS' EQUITY               |   |               |   |   |            |  
|                                                   |   |               |   |   |            |  
|CURRENT
      LIABILITIES                          |   |               |   |   |            |  
|Accounts payable                                   | $ | -             |   | $ | 1,200      |  
|                                                   |   |               |   |   |            |  
|Total Current
      Liabilities                    |   | -             |   |   | 1,200      |  
|                                                   |   |               |   |   |            |  
|Total Liabilities                                  |   | -             |   |   | 1,200      |  
|                                                   |   |               |   |   |            |  
|STOCKHOLDERS' EQUITY                               |   |               |   |   |            |  
|Common stock, 525,000,000 shares authorized,       |   |               |   |   |            |  
|$0.001 par value; 52,925,000
      were issued and |   |               |   |   |            |  
|outstanding                                        |   | 52,925        |   |   | 50,400     |  
|Additional paid-in capital                         |   | 1,358,075     |   |   | 10,600     |  
|Accumulated deficit                                |   | (197,360      | ) |   | (60,000    | )
|                                                   |   |               |   |   |            |  
|Total
      Stockholder's Equity                   |   | 1,213,640     |   |   | 1,000      |  
|                                                   |   |               |   |   |            |  
|TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY   | $ | 1,213,640     |   | $ | 2,200      |  

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

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- 3 -

|STAR RESORTS DEVELOPMENT, INC.
|------------------------------
|(A Development Stage Company) 
|STATEMENT OF
      OPERATIONS 
|Unaudited                     

For theperiod fromInception,November 8,For the
      
      
      For the
      
      
      2005,Three Months Ended
      
      
      Six Months Ended
      
      
      throughSeptember 30,
      
      
      September 30,
      
      
      September 30,2007
      
      
      2006
      
      
      2007
      
      
      2006
      
      
      2007SALES
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -COST OF GOODS SOLD
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -GROSS PROFIT
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -EXPENSESProperty
        Expenses
      
      2,851
      
      
      
      
      
      2,851
      
      
      2,450
      
      
      13,301Salary
      
      40,020
      
      
      
      
      
      56,020
      
      
      
      
      
      56,020Professional
        fees
      
      22,945
      
      
      1,446
      
      
      22,945
      
      
      8,446
      
      
      25,272Consulting
      
      
      
      
      3,000
      
      
      
      
      
      3,000
      
      
      9,798Stock
        transfer fees
      
      385
      
      
      
      
      
      385
      
      
      
      
      
      20,585General and administrative
      
      43,930
      
      
      
      
      
      55,159
      
      
      1,054
      
      
      72,384TOTAL EXPENSES
      
      110,131
      
      
      4,446
      
      
      137,360
      
      
      14,950
      
      
      197,360LOSS FROM OPERATIONS
      
      (110,131
      )
      
      (4,446
      )
      
      (137,360
      )
      
      (14,950
      )
      
      (197,360
      )OTHER INCOME (EXPENSE)
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -LOSS BEFORE INCOME TAXES
      
      (110,131
      )
      
      (4,446
      )
      
      (137,360
      )
      
      (14,950
      )
      
      (197,360
      )INCOME TAXES
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -NET LOSS
      
      (110,131
      )
      
      (4,446
      )
      
      (137,360
      )
      
      (14,950
      )
      
      (197,360
      )NET
        LOSS PER COMMON SHARE,BASIC AND DILUTED
      
      (0
      )
      
      (0
      )
      
      (0
      )
      
      (0
      )WEIGHTED AVERAGE NUMBEROF COMMON STOCKSHARES OUTSTANDING,BASIC AND DILUTED
      
      50,800,000
      
      
      50,400,000
      
      
      50,653,552
      
      
      50,371,311(Restated)
      
      
      
      
      
      (Restated)Note 5
      
      
      
      
      
      Note 5


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

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- 4 -

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

|                                                      |   |              |  |   |            |  |   |           |   |   |          |   |   | Total     |  
|----------------------------------------------------- | - | ------------ |  | - | ---------- |  | - | --------- | - | - | -------- | - | - | --------- | -
|                                                      |   | Common Stock |  |   | Additional |  |   | Accumu-   |   |   | Stock-   |  
|                                                      |   | Number       |  |   |            |  |   | Paid-in   |   |   | lated    |   |   | holders  |  
|                                                      |   | of Shares    |  |   | Amount     |  |   | Capital   |   |   | Deficit  |   |   | Equity    |  
|Balance (date of inception November 8, 2005)          | $ | -            |  | $ | -          |  | $ | -         |   | $ | -        |   | $ | -         |  
|Common stock issued for cash at $0.005                |   |              |  |   |            |  |   |           |   |   |          |   |   |           |  
|per share
      on November 24, 2005                  |   | 2,200,000    |  |   | 2,200      |  |   | 8,800     |   |   |          |   |   | 11,000    |  
|Common stock issued for cash at $0.01                 |   |              |  |   |            |  |   |           |   |   |          |   |   |           |  
|per share
      March 10 - 31, 2006                   |   | 4,750,000    |  |   | 4,750      |  |   | 42,750    |   |   |          |   |   | 47,500    |  
|Net loss for the period from inception to             |   |              |  |   |            |  |   |           |   |   |          |   |   |           |  
|fiscal period
      end March 31, 2006                |   |              |  |   |            |  |   |           |   |   | (4,345   | ) |   | (4,345    | )
|Balances as at fiscal period end March 31, 2006       |   | 6,950,000    |  | $ | 6,950      |  | $ | 51,550    |   | $ | (4,345   | ) | $ | 54,155    |  
|Common stock issued for cash at $0.01                 |   |              |  |   |            |  |   |           |   |   |          |   |   |           |  
|per share April 3, 2006                               |   | 250,000      |  |   | 250        |  |   | 2,250     |   |   |          |   |   | 2,500     |  
|Net loss for the year ended March 31, 2007            |   |              |  |   |            |  |   |           |   |   | (55,655  | ) |   | (55,655   | )
|Balances at as April 17, 2007, before stock split     |   | 7,200,000    |  | $ | 7,200      |  | $ | 53,800    |   | $ | (60,000  | ) | $ | 1,000     |  
|Common Stock split 7 for 1, April 17, 2007            |   | 43,200,000   |  |   | 43,200     |  |   | (43,200   | ) |   |          |   |   |           |  
|Balances at as April 17, 2007, after stock split      |   | 50,400,000   |  |   | 50,400     |  |   | 10,600    |   |   | (60,000  | ) |   | 1,000     |  
|Common stock issued for cash at $0.25                 |   |              |  |   |            |  |   |           |   |   |          |   |   |           |  
|per share June 6, 2007                                |   | 400,000      |  |   | 400        |  |   | 99,600    |   |   |          |   |   | 100,000   |  
|Common stock issued for cash at $0.80 per
      share |   |              |  |   |            |  |   |           |   |   |          |   |   |           |  
|per share August 29, 2007                             |   | 625,000      |  |   | 625        |  |   | 499,375   |   |   |          |   |   | 500,000   |  
|Common stock issued for cash at $0.50 per
      share |   |              |  |   |            |  |   |           |   |   |          |   |   |           |  
|per share August 29, 2007                             |   | 1,500,000    |  |   | 1,500      |  |   | 748,500   |   |   |          |   |   | 750,000   |  
|                                                      |   |              |  |   |            |  |   |           |   |   |          |   |   |           |  
|Net loss for the six months ended Sep. 30, 2007       |   |              |  |   |            |  |   |           |   |   | (137,360 | ) |   | (137,360  | )
|Balances as at June 30, 2007                          |   | 52,925,000   |  |   | 52,925     |  |   | 1,358,075 |   |   | (197,360 | ) |   | 1,213,640 |  

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

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- 5 -

STAR RESORTS DEVELOPMENT, INC. (A Development Stage
Company) STATEMENT OF CASH FLOWSUnaudited

|                                                    |                    |   |  |                    |   |  |             |   |  |         |   |  | From      |  
|--------------------------------------------------- | ------------------ | - |  | ------------------ | - |  | ----------- | - |  | ------- | - |  | --------- | -
|                                                    |                    |   |  |                    |   |  |             |   |  |         |   |  | Inception |  
|                                                    | For the            |   |  | For the            |   |  | Nov 8, 2005 |  
|                                                    | Three Months Ended |   |  | Three Months Ended |   |  | through     |  
|                                                    | September 30,      |   |  | September 30,      |   |  | Sep. 30,    |  
|                                                    | 2007               |   |  | 2006               |   |  | 2007        |   |  | 2006    |   |  | 2007      |  
|                                                    |                    |   |  |                    |   |  |             |   |  |         |   |  |           |  
|CASH FLOWS FROM OPERATING ACTIVITIES                |                    |   |  |                    |   |  |             |   |  |         |   |  |           |  
|Net loss                                            | (110,131           | ) |  | (4,446             | ) |  | (137,360    | ) |  | (14,950 | ) |  | (197,360  | )
|Adjustments
      to reconcile net loss to net cash |                    |   |  |                    |   |  |             |   |  |         |   |  |           |  
|provided (used) by operating activities:            |                    |   |  |                    |   |  |             |   |  |         |   |  |           |  
|Decrease
      (increase) in prepaid expenses       |                    |   |  | 436                |   |  |             |   |  |         |   |  |           |  
|Increase (decrease) in accounts
      payable       | (3,850             | ) |  | (2,415             | ) |  | (1,200      | ) |  |         |   |  |           |  
|Increase
      in Deposits                          | (3,260             | ) |  |                    |   |  | (3,260      | ) |  |         |   |  | (3,260    | )
|Net cash provided (used) by operating activities    | (117,241           | ) |  | (6,425             | ) |  | (141,820    | ) |  | (14,950 | ) |  | (200,620  | )
|                                                    |                    |   |  |                    |   |  |             |   |  |         |   |  |           |  
|CASH FLOWS FROM INVESTING ACTIVITIES                |                    |   |  |                    |   |  |             |   |  |         |   |  |           |  
|Increase
      in Short Term Loans                  | (336,500           | ) |  |                    |   |  | (336,500    | ) |  |         |   |  | (336,500  | )
|Advance on purchase of stock                        | (400,000           | ) |  |                    |   |  | (400,000    | ) |  |         |   |  | (400,000  | )
|Investment
      in Sta Maria de los Andes          | (141,269           | ) |  |                    |   |  | (141,269    | ) |  |         |   |  | (141,269  | )
|Net cash provided (used) by investing activities    | (877,769           | ) |  | -                  |   |  | (877,769    | ) |  | -       |   |  | (877,769  | )
|                                                    |                    |   |  |                    |   |  |             |   |  |         |   |  |           |  
|CASH FLOWS FROM FINANCING ACTIVITIES                |                    |   |  |                    |   |  |             |   |  |         |   |  |           |  
|Proceeds
      from sale of common stock            |                    |   |  |                    |   |  | 100,000     |   |  | 2,500   |   |  | 161,000   |  
|Sale of stock for
      cash                        | 1,250,000          |   |  |                    |   |  | 1,250,000   |   |  |         |   |  | 1,250,000 |  
|Net cash provided (used) by financing activities    | 1,250,000          |   |  | -                  |   |  | 1,350,000   |   |  | 2,500   |   |  | 1,411,000 |  
|                                                    |                    |   |  |                    |   |  |             |   |  |         |   |  |           |  
|Change in cash                                      | 254,990            |   |  | (6,425             | ) |  | 330,411     |   |  | (12,450 | ) |  | 332,611   |  
|                                                    |                    |   |  |                    |   |  |             |   |  |         |   |  |           |  
|Cash, beginning of period                           | 77,621             |   |  | 48,130             |   |  | 2,200       |   |  | 54,155  |   |  | -         |  
|                                                    |                    |   |  |                    |   |  |             |   |  |         |   |  |           |  
|Cash, end of period                                 | 332,611            |   |  | 41,705             |   |  | 332,611     |   |  | 41,705  |   |  | 332,611   |  
|                                                    |                    |   |  |                    |   |  |             |   |  |         |   |  |           |  
|SUPPLEMENTAL CASH FLOW DISCLOSURES:                 |                    |   |  |                    |   |  |             |   |  |         |   |  |           |  
|Interest paid                                       | -                  |   |  | -                  |   |  | -           |   |  | -       |   |  | -         |  
|Income taxes paid                                   | -                  |   |  | -                  |   |  | -           |   |  | -       |   |  | -         |  

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

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- 6 -

STAR RESORTS, INC.(A Development Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2007
(Unaudited)

NOTE 1  BASIS OF PRESENTATION

These financial statements have been prepared in accordance
with generally accepted accounting principles in the United States of America
and with the instructions to Form 10-QSB as promulgated by the Securities and
Exchange Commission (SEC).

While the information presented in the accompanying interim six
months financial statements is unaudited, it includes all adjustments that in
the opinion of management are necessary to present fairly the financial
position, results of operations and cash flows for the interim periods presented

These interim financial statements follow the same accounting
policies and methods of their application as the Companys March 31, 2007 annual
financial statements. All adjustments are of a normal recurring nature. It is
suggested that these abridged interim financial statements be read in
conjunction with the Companys March 31, 2007 annual financial statements.

Operating results for the six months ended September 30, 2007
are not necessarily indicative of the results that can be expected for the year
ending March 31, 2008.

Use of Estimates

The preparation of financial statements in accordance with
generally accepted accounting principles in the United States of America
requires the use of estimates and assumptions that affect the reported amounts
of assets and liabilities, disclosure of contingent assets and liabilities known
to exist as of the date the financial statements are published, and the reported
amounts of revenues and expenses during the reporting period. Uncertainties with
respect to such estimates and assumptions are inherent in the preparation of the
Companys financial statements; accordingly, it is possible that the actual
results could differ from these estimates and assumptions and could have a
material effect on the reported amounts of the Companys financial position and
results of operations.

NOTE 2  OPERATIONS

The Company was incorporated in the State of Nevada, U.S.A., on
November 7, 2005. The company was initially engaged in the acquisition and
exploration of mining properties. On November 30, 2005 the Company entered into
a mining lease agreement for certain mineral lands in Washington State. The
Company did not realize any revenues during the exploratory stage.

On March 6, 2007 a change of control occurred when the majority
stockholder, KIF Capital Corporation, sold all of its common shares to David
Craven, a British citizen. On March 8, 2007 David Craven assumed the positions
of President, Treasurer, CFO and Director.

On April 17, 2007 the Company merged with Star Resorts
Development, Inc. NABO, Inc. survived the merger and the name was changed to
Star Resorts Development, Inc.

In addition, a seven for one stock split of authorized, issued
and outstanding common stock was effected. Authorized capital increased from
75,000,000 shares of common stock with a par value of $0.001 to 525,000,000,000
shares with the same par value. Issued and outstanding share capital increased
from 7,200,000 shares of common stock to 50,400,000 shares of common stock.

On May 14, 2007 David Craven was replaced by Enrique Abaroa
Martinez as President, Treasurer and CFO and a Director.

---

- 7 -

The company abandoned operations related to its mining lease
agreement in Washington state. The company proceeded to focus on investment
opportunities in Latin America.

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 $137,360 and a negative cash flow of $141,820 during the
six months ended September 30, 2007, and had no sales. 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 a private placement or public offering 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
$197,360. The Companys working capital has been generated through the sales of
common stock. Management has provided financial data since November 8, 2005
Inception in the financial statements, as a means to provide readers of the
Companys financial information to make informed investment decisions.

NOTE 3  SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful judgment.

The financial statements have, in managements opinion, been
properly prepared within the reasonable limits of materiality and within the
framework of the significant accounting policies summarized below:

Accounting Method

The Companys financial statements are prepared using the
accrual basis of accounting in accordance with accounting principles generally
accepted in the United States of America.

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.

---

- 8 -

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, 2007 were 3,150,000 warrants
convertible into one share of common stock. The exercise of these warrants would
be anti-dilutive since the company is in a loss position, therefore they were
not counted in the calculation of Earnings Per Share.

A common stock split of 7 to 1 occurred on April 17, 2007. The
outstanding shares as at September 30, 2006 were restated to give retroactive
effect to the stock split.

Six Months Ended September 30,

|                                                |   | Six
      Months Ended September 30, |  
|----------------------------------------------- | - | ------------------------------------ | -
|                                                |   | 2007                                 |  
|                                                |   |                                      |  
|Basic and diluted net loss per share:           |   |                                      |  
|                                                |   |                                      |  
|Numerator                                       |   |                                      |  
|Net Loss                                        | $ | (137,360                             | )
|                                                |   |                                      |  
|Denominator                                     |   |                                      |  
|Basic and diluted weighted
      average number |   |                                      |  
|of shares outstanding                           |   | 50,653,552                           |  
|                                                |   |                                      |  
|                                                |   |                                      |  
|Basic and Diluted Net Loss Per Share            | $ | (0.003                               | )

NOTE 4  OTHER ASSETS

Shart Term Loan.In July 2007, the company loaned
$336,500 to Latin Star Developments, Inc. an unrelated party. The loan is
non-interest bearing and payable on demand. The loan was advanced in connection
with the Companys participation in the Cerro Bayo/Dock 2 ski resort/real estate
project.

Advance on Purchase of Stock. On July 31, 2007 the
company entered into a Memorandum of Understanding with two Argentine
individuals, owners of 70% of the stock of Inversiones del Dique S.A., ID, an
Argentine company. Star Resorts will purchase 50% of ID stock, which will gain a
20% interest in the Dock 2 Project, through intermediate stockholdings.
$400,000 was advanced on August 1, 2007 in partial payment, per terms of the
Memorandum of Understanding.

Investment in Sta Maria De Los Andes.On August 15, 2007
the company advanced $141,269 as the first payment in a collaborative
arrangement called the Sta. Maria Del Los Andes real estate project.

NOTE 5  CAPITAL STRUCTURE

Common Stock Transactions during the period from inception
November 8, 2005 through June 30, 2007.

On November 24, 2005, the company issued 2,200,000 shares of
its common stock to a single investor at a price of $0.005 per share for a total
of $11,000.

Between March 10 and March 31, 2006 the Company issued a total
of 4,750,000 shares of its common stock to 34 investors. The shares were sold at
$0.05 for a total of $47,500.

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- 9 -

On April 3, 2006 the company issued 250,000 shares of its
common stock to three investors at a price of $0.01 per share, for a total of
$2,500.

Significant Stock Transaction. On March 6, 2007 KIF
Capital Corporation sold all of its 2,200,000 common shares for $335,000 to
David Craven, a British citizen. This represented 30.5% of the issued and
outstanding shares. The purpose as reported to the Securities and Exchange
Commission was for Mr. Craven to acquire control.

On April 17, 2007 the company effected a seven for one stock
split of issued and outstanding common stock. Authorized capital was increased
from 75,000,000 to 525,000,000 shares at the same par value, $0.001 per share.

On June 6, 2007 the company sold 400,000 shares of common stock
to a Swiss investment bank at $0.25 per share, realizing $100,000. Each share
was accompanied by one warrant. Each warrant is convertible within three years
to one common share at a price of $0.75.

On July 30, 2007 the company sold 1,500,000 Units, consisting
  of one share and one Warrant per Unit, at a price of $0.50 per Unit, for aggregate
  proceeds of $750,000. On August 29, 2007 1,500,000 common shares were issued,
  the price recorded as $0.50 each. 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 three 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 August 9, 2007 the company sold 625,000 Units, consisting
  of one share and one Warrant per Unit, at a price of $0.80 per Unit, for aggregate
  proceeds of $500,000. 625,000 common shares were issued on August 29, 2007,
  the price recorded as $0.80 each. Each Warrant is exercisable into one common
  share (a “Warrant Share”) at a price of US $1.30 per Warrant Share
  for a period of three 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.

As of September 30, 2007, there are 3,150,000 warrants outstanding,
  convertible into one share of common stock at a price of US $1.00 to $1.30 per
  share, initially exercisable for a period of three years, having an exercise
  prices of between $0.75 and $1.30 and expiry dates from June 15, 2010 to October
  10, 2012.

As of September 30, 2007, the Company has authorized
525,000,000 of $0.001 par common stock, of which 52,925,000 shares were issued
and outstanding.

NOTE 5  RESTATED FINANCIAL STATEMENTS

The audited financial statements for the year ended March 31,
2007 were restated to give retroactive effect to the 7 to 1 stock split that
occurred April 7, 2007:

|                              |   | As Originally Reported |  |   | Restated   | 
|----------------------------- | - | ---------------------- |  | - | ---------- | 
|                              |   |                        |  |   |            | 
|Issued and Outstanding Shares |   | 7,200,000              |  |   | 50,400,000 | 
|Capital Stock                 | $ | 7,200                  |  | $ | 50,400     | 
|Paid-In Capital               | $ | 53,800                 |  | $ | 10,600     | 

The stock split had a neutral effect on stockholder equity.

NOTE 6  LITIGATION

There are no legal proceedings against the Company with respect
to matters arising in the ordinary course of business.

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- 10 -

ITEM 2 Management's Discussion and Analysis or Plan of
Operations

Forward Looking Statements

This quarterly report contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements
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", "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 the section
entitled "Risk Factors", any of which 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.

Forward looking statements are made based on management's
beliefs, estimates and opinions on the date the statements are made and we
undertake no obligation to update forward-looking statements if these beliefs,
estimates and opinions or other circumstances should change. Although we believe
that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. 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.

Our financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this quarterly 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 quarterly report, the terms "we", "us", "our",
"Star Resorts" mean Star Resorts Development Inc., unless the context clearly
requires otherwise.

Corporate Overview

We were incorporated in the State of Nevada on November 7, 2005
under the name "Nabo Inc." On April 17, 2007, we merged with our wholly owned
subsidiary, named "Star Resorts Development Inc.", and changed our companys
name. 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.

Our Current Business

We are a development stage company. We are currently seeking
business opportunities with established business entities for the merger of a
target business with our company. In certain instances, a target business may
wish to become a subsidiary of us or may wish to contribute assets to us rather
than merge. We are currently in negotiations with several parties to enter into
a business opportunity but we have not entered into any definitive agreements to
date and there can be no assurance that we will be able to enter into any
definitive agreements. We anticipate that any new acquisition or business
opportunities by our company will require additional financing. There can be no
assurance, however, that we will be able to acquire the financing necessary to
enable us to pursue our plan of operation. If our company requires additional
financing and we are unable to acquire such funds, our business may fail.

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- 11 -

Management of our company believes that there are perceived
benefits to being a reporting company with a class of publicly-traded
securities. These are commonly thought to include: (i) the ability to use
registered securities to acquire assets or businesses; (ii) increased visibility
in the financial community; (iii) the facilitation of borrowing from financial
institutions; (iv) improved trading efficiency; (v) stockholder liquidity; (vi)
greater ease in subsequently raising capital; (vii) compensation of key
employees through stock options; (viii) enhanced corporate image; and (ix) a
presence in the United States capital market.

We may seek a business opportunity with entities who have
recently commenced operations, or entities who wish to utilize the public
marketplace in order to raise additional capital in order to expand business
development activities, to develop a new product or service, or for other
corporate purposes. We may acquire assets and establish wholly-owned
subsidiaries in various businesses or acquire existing businesses as
subsidiaries.

In implementing a structure for a particular business
acquisition or opportunity, we may become a party to a merger, consolidation,
reorganization, joint venture, or licensing agreement with another corporation
or entity. We may also acquire stock or assets of an existing business.

As of the date hereof, management has not entered into any
formal written agreements for a business combination or opportunity. When any
such agreement is reached, we intend to disclose such an agreement by filing a
current report on Form 8-K with the Securities and Exchange Commission.

We anticipate that the selection of a business opportunity in
which to participate will be complex and without certainty of success.
Management believes that there are numerous firms in various industries seeking
the perceived benefits of being a publicly registered corporation. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. We can provide no assurance that we will be able to locate
compatible business opportunities.

As a development stage company, we are not able to fund our
cash requirements through our current operations. Historically, we have been
able to raise a limited amount of capital through private placements of our
equity stock, but we are uncertain about our continued ability to raise funds
privately. Further, we believe that our company may have difficulties raising
capital until we locate a prospective business through which we can pursue our
plan of operation. If we are unable to secure adequate capital to continue our
acquisition efforts, our shareholders may lose some or all of their investment
and our business may fail.

Recent Corporate Developments

Since the completion of our last quarter, we have completed the
following events:

|1. | On October 5, 2007, we closed a private placement
      consisting of 625,000 Units of our securities at a price of US $0.80 per
      Unit for aggregate proceeds of $500,000. Each Unit consists of one common
      share and one Warrant, which will be exercisable into one Warrant Share at
      a price of US $1.30 per Warrant Share until October 5, 2012.                                                                                                   
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | On July 30, 2007, we closed a private placement
      consisting of 1,500,000 Units of our securities at a price of US $0.50 per
      Unit for aggregate proceeds of $750,000. Each Unit consists of one common
      share and one Warrant, which will be exercisable into one Warrant Share at
      a price of US $1.00 per Warrant Share until July 30, 2010.                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3. | On August 1, 2007 we entered into an employment agreement
      with Alejandro Aparicio to act as our new President and Chief Executive
      Officer for a salary of US $12,000 per month. The term of the employment
      agreement is for an indefinite period and either party may terminate the
      employment agreement by giving 30 days written notice. Also effective
      August 1, 2007, we appointed Alejandro Aparicio as our President and
      CEO.

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- 12 -

|4. | On August 29, 2007 we entered into an employment
      agreement with Enrique Abaroa Martinez to act as our Chief Financial
      Officer for a salary of US $8,000 per month. The term of the employment
      agreement is for an indefinite period and either party may terminate the
      employment agreement by giving 30 days written notice.                                                                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | On August 9, 2007, we closed a private placement
      consisting of 625,000 Units at a price of US $0.80 per Unit for aggregate
      proceeds of $500,000. Each Unit consists of one common share and one
      Warrant, one Warrant shall be exercisable into one Warrant Share at a
      price of US $1.30 per Warrant Share until August 9, 2012.                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|6. | On July 31, 2007, we entered into a memorandum of
      understanding with Ricardo Ernesto Bello and Diego Alberto Radivoy Magnani
      wherein we have agreed to purchase a 50% interest in the capital 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. We have agreed to pay a total of $2,300,000 in order to earn
      the 50% interest in Inversiones del Dique S.A. The purpose of the
      acquisition is for us to obtain a 20% interest in the Dock 2
    Project.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The memorandum of understanding is subject to our company
      completing satisfactory due diligence on Inversiones del Dique S.A. and
      Incubus S.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                   

Plan of Operation

The following discussion and analysis summarizes our plan of
operation for the next 12 months, our results of operations for the six months
ended September 30, 2007 and changes in our financial condition from our year
ended March 31, 2007. The following discussion should be read in conjunction
with the Managements Discussion and Analysis or Plan of Operation included in
our Annual Report on Form 10-KSB for the year ended March 31, 2007.

Cash Requirements

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

| | Expense                                                                                            |   | Cost      | 
| | -------------------------------------------------------------------------------------------------- | - | --------- | 
| | Completion of the purchase of the 50%
      interest in Inversiones del Dique S.A.;                | $ | 2,300,000 | 
| | Locating, evaluating and negotiating potential business
      opportunities;                       |   | 25,000    | 
| | Operating expenses, including professional
      legal and accounting expenses associated with our |   | 20,000    | 
| | company being a reporting issuer under the Securities
      Exchange Act of 1934; and              |   |           | 
| | Management, administrative and leasing
      costs.                                                |   | 20,000    | 
| |                                                                                                    | $ | 2,365,000 | 

We will incur additional expenses if we are successful in
entering into an agreement for a business opportunity. It is not possible to
estimate such funding requirements until such time as we enter into a definitive
agreement for a business combination.

Revenue

We are presently in the exploration stage of our business. We
have not earned any revenues to date, and do not anticipate earning revenues
until such time as we enter into commercial production of the Dock 2 Project, or
other projects or properties we may acquire from time to time. Our expectation
of when we may earn revenues will be altered if we do acquire a new business.
However, at this time, we do not know which business we may acquire or how such
an acquisition would impact our estimate of when we might expect to begin
earning revenues.

Expenses

The major components of our expenses for the past two fiscal
years as well as the percentage increase or decrease in those expenses for the
three months ended September 30, 2007 compared to the three months ended
September 30, 2006 are outlined in the table below:

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- 13 -

The Three
    
    
    The ThreeMonths
    
    
    MonthsEnded
    
    
    EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006Property Expenses
    $
    2,851
    
    $
    -Salary
    
    40,020
    
    
    -Professional fees
    
    22,945
    
    
    1,446Consulting
    
    -
    
    
    3,000Stock transfer fees
    
    385
    
    
    -General and administrative
    
    43,930
    
    
    -Total
    $
    110,131
    
    $
    4,446


Total operating expenses during fiscal 2007 increased by
$105,685compared to the same period in 2006 primarily due to increases in salary
expenses, professional fees and general and administrative expenses.

Liquidity and Capital Resources

Working CapitalAs of
    
    
    As ofSeptember 30,
    
    
    March 31,2007
    
    
    2007Current Assets
    $
    335,871
    
    $
    2,200.00Current Liabilities
    
    -
    
    $
    1,200.00Working Capital
    $
    335,871
    
    $
    1,000.00


For the three months ended September 30, 2007, we had a net
loss of $110,131 compared to a net loss of $4,446 For the three months ended
September 30, 2006. This increase was primarily due to increases in salary
expenses, professional fees and general and administrative expenses.

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 of additional sales of our equity
securities or arrange for debt or other financing to fund our exploration and
development activities.

Off-Balance Sheet Arrangements

There are no 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
investors.

Application of Critical Accounting Policies

The financial statements of our company have been prepared in
accordance with generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful judgment.

The financial statements have, in managements opinion, been
properly prepared within reasonable limits of materiality and within the
framework of the significant accounting policies summarized below.

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- 14 -

Recently Issued Accounting Standards

In March 2005, the SEC staff issued Staff Accounting Bulletin
No. 107 (SAB 107) to give guidance on the implementation of SFAS 123R. The
Company will consider SAB 107 during implementation of SFAS 123R.

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 ant 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 No. 123 (R) share-based payment and related
pronouncements, the practicability exceptions to fair value determinations
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.

In February 2006, FASB issued SFAS No. 155, Accounting for
Certain Hybrid Financial Instruments, an Amendment of FASB Standards No. 133 and
140. This Statement established the accounting for certain derivatives embedded
in other instruments. It simplifies accounting for certain hybrid financial
instruments by permitting fair value remeasurement for any hybrid instrument
that contains an embedded derivative that otherwise would require bifurcation
under SFAS No. 133 as well as eliminating a restriction on the passive
derivative instruments that a qualifying special-purpose entity (SPE) may hold
under SFAS No. 140. This Statement allows a public entity to irrevocably elect
to initially and subsequently measure a hybrid instrument that would be required
to be separated into a host contract and derivative in its entirety at fair
value (with changes in fair value recognized in earnings) so long as that
instrument is not designated as a hedging instrument pursuant to the Statement.
SFAS No. 140 previously prohibited a qualifying special-purpose entity from
holding a derivative financial instrument that pertains to a beneficial interest
other than another derivative financial instrument. This Statement is effective
for fiscal years beginning after September 15, 2006, with early adoption
permitted as of the beginning of an entitys fiscal year. The Company does not
expect the adoption of SFAS No. 155 to have a material effect on its financial
condition or results of operations.

In March 2006, FASB issued SFAS No. 156, Accounting for
Servicing of Financial Assets - an Amendment of FASB Statement No. 140. This
Statement requires an entity to recognize a servicing asset or servicing
liability each time it undertakes an obligation to service a financial asset by
entering into a servicing contract in any of the following situations: a
transfer of the servicers financial assets that meets the requirements for sale
accounting; a transfer of the servicers financial assets to a qualifying
special-purpose entity in a guaranteed mortgage securitization in which the
transferor retains all of the resulting securities and classifies them as either
available-for-sale securities or trading securities in accordance with FASB
Statement No. 115; or an acquisition or assumption of an obligation to service a
financial asset that does not relate to financial assets of the servicer or its
consolidated affiliates. The Statement also requires all separately recognized
servicing assets and servicing liabilities to be initially measured at fair
value, if practicable and permits an entity to choose either the amortization or
fair value method for subsequent measurement of each class of servicing assets
and liabilities. This Statement is effective for fiscal years beginning after
September 15, 2006, with early adoption permitted as of the beginning of an
entitys fiscal year. The Company does not expect the adoption of SFAS No. 156
to have a material effect on its financial condition or results of operations.

In June 2006, FASB issued FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes - an interpretation of FASB
Statement No. 109, which prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. FIN 48 also provides
guidance on de-recognition, classification, interest and penalties, accounting
in interim periods, disclosure and transition. FIN 48 is effective for fiscal
years beginning after December 15, 2006. The Company does not expect the
adoption of FIN 48 to have a material effect on its financial condition or
results of operations.

In September 2006, FASB issued SFAS No. 157, Fair Value
Measurements which defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles (GAAP), and expands
disclosures about fair value measurements. Where applicable, SFAS No. 157
simplifies and codifies related guidance within

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- 15 -

GAAP and does not require any new fair value measurements. SFAS
No. 157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal years. Earlier
adoption is encouraged. The Company does not expect the adoption of SFAS No. 157
to have a material effect on its financial condition or results of operations.

In September 2006, FASB issued SFAS No. 158, Employers'
Accounting for Defined Benefit Pension and Other Postretirement Plans, an
amendment of FASB Statements No. 87, 88, 106, and 132(R). SFAS No. 158
requires, among other things, that a company (1) recognize a net liability or
asset to report the funded status of their defined benefit pensions and other
postretirement plans on its balance sheet and (2) measure benefit plan assets
and benefit obligations as of the company's balance sheet date. Calendar
year-end companies with publicly traded equity securities are required to adopt
the recognition and disclosure provisions of SFAS 158 as of March 31, 2007. The
Company does not expect the adoption of SFAS No. 158 to have a material effect
on its financial condition or results of operations

In September 2006, the SEC announced Staff Accounting Bulletin
No. 108 (SAB 108). SAB 108 addresses how to quantify financial statement
errors that arose in prior periods for purposes of assessing their materiality
in the current period. It requires analysis of misstatements using both an
income statement (rollover) approach and a balance sheet (iron curtain) approach
in assessing materiality. It clarifies that immaterial financial statement
errors in a prior SEC filing can be corrected in subsequent filings without the
need to amend the prior filing. In addition, SAB 108 provides transitional
relief for correcting errors that would have been considered immaterial before
its issuance. The Company does not expect the adoption of SAB 108 to have a
material effect on its financial condition or results of operations.

In April 2006, FASB issued Staff Position No. FIN No. 46R6,
(FSP 46R-6), Determining the Variability to Be Considered in Applying FASB
Interpretation No. 46R. This FSP addresses how a reporting enterprise should
determine the variability to be considered in applying FIN No. 46R,
Consolidation of Variable Interest Entities. FIN No. 46R provides guidance on
when to consolidate an entity based on exposure to risks and rewards, rather
than voting control. It describes the characteristics of a variable interest
entity (VIE) and how an entity that is involved with a VIE should determine
whether its shares in the VIEs risks and rewards extensively enough to be the
VIEs primary beneficiary and therefore consolidate it. The guidance in this FSP
applied prospectively to all entities with which the Company first became
involved with and to all entities previously analyzed under FIN No. 46R when a
reconsideration event occurred beginning July 1, 2006. Retrospective application
of FIN No. 46R was permitted but not required. The Company adopted this FSP
prospectively. Application of this FSP has not had a material impact on the 2006
consolidated financial statements. The impact of this FSP on the Companys
financial statements beyond 2006 is dependent upon the specifics of future
arrangements

RISK FACTORS

An investment in our common stock involves a high degree of
risk. You should carefully consider the risks described below and the other
information in this prospectus before investing in our common stock. If any of
the following risks occur, our business, operating results and financial
condition could be seriously harmed. The trading price of our common stock, when
and if we trade at a later date, could decline due to any of these risks, and
you may lose all or part of your investment.

Risks Related to our Business

We have no agreement for a business acquisition or other
transaction and there can be no assurance that we will be able to successfully
identify and evaluate a suitable business opportunity.

As at the date of this report, we have no agreement with
respect to acquiring a business opportunity or engaging in a business
combination with any other company. The success of our company following an
entry into any business opportunity will depend to a great extent on the
operations, financial condition and management of the business opportunity we
choose. While management intends to seek business opportunities with established
operating histories, there is no assurance that we will be able to acquire or
enter into a business meeting such criteria. In the event that we acquire a
business opportunity, the success of our operations may be dependent upon
management of the successor firm or venture partner firm, together with a number
of other factors beyond our control.

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- 16 -

Upon completion of a business opportunity or acquisition,
there can be no assurance that we will be able to successfully manage or achieve
growth of that business opportunity or combination.

Our ability to achieve growth upon the acquisition of a
suitable business opportunity or business combination will be dependent upon a
number of factors including our ability to hire and train management and other
employees and the adequacy of our financial resources. There can be no assurance
that we will be able to successfully manage any business opportunity or business
combination. Failure to manage anticipated growth effectively and efficiently
could have a material adverse effect on our company.

If we complete a business acquisition, management of our
company may be required to sell or transfer common shares and resign as members
of our board of directors.

A business combination or acquisition of a business opportunity
involving the issuance of our common shares may result in new shareholders
obtaining a controlling interest in our company. Any such business combination
or acquisition of a business opportunity may require management of our company
to sell or transfer all or a portion of the shares they hold in our company and
require such individuals to resign as members of our board. The resulting change
in control of our company could result in the removal of one or more of our
present officers and directors and a corresponding reduction in or elimination
of their participation in the future affairs of our company.

If we complete a business acquisition, we may be required to
issue a substantial number of common shares which would dilute the shareholdings
of our current shareholders and result in a change of control of our
company.

We may pursue the acquisition of a business opportunity or a
business combination with a private company. The likely result of such a
transaction would result in our company issuing common shares to shareholders of
such private company. Issuing previously authorized and unissued common shares
in the capital of our company will reduce the percentage of common shares owned
by existing shareholders and may result in a change in the control of our
company and our management.

Risks Related to our Company

We have had negative cash flows from operations and if we
are not able to obtain further financing, our business operations may fail.

We had cash in the amount of $332,611 as of September 30, 2007.
We anticipate that we may require additional financing while we are seeking a
suitable business opportunity or business combination. Further, we anticipate
that we will not have sufficient capital to fund our ongoing operations for the
next 12 months. We may be required to raise additional financing for a
particular business combination or business opportunity. We would likely secure
any additional financing necessary through a private placement of our common
shares.

There can be no assurance that, if required, any such financing
will be available upon terms and conditions acceptable to us, if at all. Our
inability to obtain additional financing in a sufficient amount when needed and
upon terms and conditions acceptable to us could have a materially adverse
effect upon our company. Although we believe that we have funds sufficient to
meet our immediate needs, we may require further funds to finance the
development of any business opportunity that we acquire. There can be no
assurance that such funds will be available or available on terms satisfactory
to us. If additional funds are raised by issuing equity securities, further
dilution to existing or future shareholders is likely to result. If adequate
funds are not available on acceptable terms when needed, we may be required to
delay, scale back or eliminate the development of any business opportunity that
we acquire. Inadequate funding could also impair our ability to compete in the
marketplace, which may result in the dissolution of our company.

A decline in the price of our common stock could affect our
ability to raise further working capital and adversely impact our operations.

A prolonged decline in the price of our common stock could
result in a reduction in the liquidity of our common stock and a reduction in
our ability to raise capital. Because our operations have been primarily
financed through the sale of

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- 17 -

equity securities, a decline in the price of our common stock
could be especially detrimental to our liquidity and our continued operations.
Any reduction in our ability to raise equity capital in the future would force
us to reallocate funds from other planned uses and would have a significant
negative effect on our business plans and operations, including our ability to
develop new products and continue our current operations. If our stock price
declines, we may not be able to raise additional capital or generate funds from
operations sufficient to meet our obligations.

We have a limited operating history and if we are not
successful in continuing to grow our business, then we may have to scale back or
even cease our ongoing business operations.

We have a limited operating history on which to base an
evaluation of our business and prospects. Our prospects must be considered in
light of the risks, uncertainties, expenses and difficulties frequently
encountered by companies seeking to acquire or establish a new business
opportunity. Some of these risks and uncertainties relate to our ability to
identify, secure and complete an acquisition of a suitable business opportunity.

We cannot be sure that we will be successful in addressing
these risks and uncertainties and our failure to do so could have a materially
adverse effect on our financial condition. In addition, our operating results
are dependent to a large degree upon factors outside of our control. There are
no assurances that we will be successful in addressing these risks, and failure
to do so may adversely affect our business.

It is unlikely that we will generate any or significant
revenues while we seek a suitable business opportunity. Our short and long-term
prospects depend upon our ability to select and secure a suitable business
opportunity. In order for us to make a profit, we will need to successfully
acquire a new business opportunity in order to generate revenues in an amount
sufficient to cover any and all future costs and expenses in connection with any
such business opportunity. Even if we become profitable, we may not sustain or
increase our profits on a quarterly or annual basis in the future.

We will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until we complete a business combination or
acquire a business opportunity. This may result in our company incurring a net
operating loss which will increase continuously until we complete a business
combination or acquire a business opportunity that can generate revenues that
result in a net profit to us. There is no assurance that we will identify a
suitable business opportunity or complete a business combination.

We may be unsuccessful at identifying, acquiring and
operating suitable business opportunities and if we are unable to find, acquire
or operate a suitable opportunity for our company, we may never achieve
profitable operations.

We may not be able to find the right business opportunity for
our company to become engaged in or we may not succeed in becoming engaged in
the business opportunity we choose because we may not act fast enough or have
enough money or other attributes to attract the new business opportunity. Before
we begin to have any significant operations, we will have to become involved in
a viable business opportunity. In addition, in order to be profitable, we will
have to, among other things, hire consultants and employees, develop products
and/or services, market our products/services, ensure supply and develop a
customer base. There is no assurance that we will be able to identify,
negotiate, acquire and develop a business opportunity and we may never be
profitable.

We have a history of losses and have a deficit, which raises
  substantial doubt about our ability to continue as a going concern.

We have not generated any revenues since our inception and we
will continue to incur operating expenses without revenues until we are in
commercial deployment. Our net loss from November 7, 2005 (date of inception) to
September 30, 2007 was $197,360. We had cash of $332,611 as of September 30,
2007. We currently do not have any operations and we have no income. We estimate
our average monthly operating expenses to be approximately $36,710 each month.
We cannot provide assurances that we will be able to successfully explore and
develop our business. These circumstances raise substantial doubt about our
ability to continue as a going concern as described in an explanatory paragraph
to our independent auditors report on our audited financial statements for the
period ended September 30, 2007. If we are unable to continue as a going
concern, investors will likely lose all of their investments in our company.

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- 18 -

Our future is dependent upon our ability to obtain financing.
  If we do not obtain such financing, we may have to cease our exploration activities
  and investors could lose their entire investment.

There is no assurance that we will operate profitably or will
generate positive cash flow in the future. We will require additional financing
in order to proceed beyond the first few months of our exploration program. We
will also require additional financing for the fees we must pay to maintain our
status in relation to the rights to our properties and to pay the fees and
expenses necessary to become and operate as a public company. We will also need
more funds if the costs of the exploration of our gold placer claims are greater
than we have anticipated. We will require additional financing to sustain our
business operations if we are not successful in earning revenues. We will also
need further financing if we decide to obtain additional mineral properties. We
currently do not have any arrangements for further financing and we may not be
able to obtain financing when required. Our future is dependent upon our ability
to obtain financing. If we do not obtain such financing, our business could fail
and investors could lose their entire investment.

We have a limited operating history and if we are not successful
  in operating our company, then investors may lose all of their investment in
  our company.

Our company has a limited operating history and is in the
exploration stage. We have never earned revenues and there is, no basis on which
to judge the likelihood of our success as a company. If we are not able to
operate profitably, then our stock may become worthless and investors may lose
all of their investment in our company.

Risks Associated with Our Common Stock

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

There is currently no 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.

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 . 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

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- 19 -

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 3 Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, we have
carried out an evaluation of the effectiveness of the design and operation of
our company's disclosure controls and procedures as of the end of the period
covered by this quarterly report, being September 30, 2007. This evaluation was
carried out under the supervision and with the participation of our President
and CEO, Alejandro Aparicio (Principal Executive Officer) and Chief Financial
Officer Enrique Abaroa Martinez (Principal Financial Officer). Based upon that
evaluation, our President and Chief Financial Officer concluded that our
disclosure controls and procedures are effective in timely alerting management
to material information relating to us required to be included in our periodic
SEC filings as at the end of the period covered by this report. There have been
no changes in our internal controls or in other factors that could significantly
affect internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules
and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in our reports filed under the Exchange Act is accumulated and
communicated to management, including our President and Chief Financial Officer,
to allow timely decisions regarding required disclosure.

PART II

Item 1 Legal Proceedings

To the best of our knowledge, we are not party to any legal
proceedings.

Item 2 Unregistered Sales of Equity Securities

Since the completion of our last quarter, we have completed the
following unregistered sales of our securities:

|1. | On October 5, 2007, we closed a private placement
      consisting of 625,000 Units at a price of US $0.80 per Unit for aggregate
      proceeds of $500,000. Each Unit consists of one common share and one
      Warrant, each Warrant shall be exercisable into one Warrant Share at a
      price of US $1.30 per Warrant Share until October 5, 2012.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                           
|2. | On July 30, 2007, we closed a private placement
      consisting of 1,500,000 Units at a price of US $0.50 per Unit for
      aggregate proceeds of $750,000. Each Unit consists of one common share and
      one Warrant, each Warrant shall                                                                                                            

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- 20 -

|   | be exercisable into one Warrant Share at a price of US
      $1.00 per Warrant Share until July 30, 2010.                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                         
|3. | On August 9, 2007, we closed a private placement
      consisting of 625,000 Units at a price of US $0.80 per Unit for aggregate
      proceeds of $500,000. Each Unit consists of one common share and one
      Warrant, each Warrant shall be exercisable into one Warrant Share at a
      price of US $1.30 per Warrant Share until August 9, 2012.
|   |                                                                                                                                                                                                                                                                                                                                                         
|   | In each transaction, we issued the Units 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.                                                                                           

Item 3 Defaults Upon Senior Securities

None

Item 4 Submission of Matters to a Vote of Securities
Holders

None

Item 5 Other Information

Since the completion of our last quarter, we have completed the
following events:

|1. | On August 29, 2007 we entered into an employment
      agreement with Enrique Abaroa Martinez to act as our Chief Financial
      Officer for a salary of US $8,000 per month. The term of the employment
      agreement is for an indefinite period and either party may terminate the
      employment agreement by giving 30 days written notice.                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2. | On August 1, 2007 we entered into an employment agreement
      with Alejandro Aparicio to act as our new President and Chief Executive
      Officer for a salary of US $12,000 per month. The term of the employment
      agreement is for an indefinite period and either party may terminate the
      employment agreement by giving 30 days written notice.                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Effective August 1, 2007 we appointed Alejandro Aparicio
      as President and CEO of our company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Alejandro Aparicio is an entrepreneur and corporate
      executive in the real estate development, hospitality, financial, and
      international trade industries. He has worked as an international
      consultant in hotel and F&B development and operations and has a
      profound knowledge of luxury real estate acquisitions, development and
      sales, and world class hospitality services, branding and management. Mr.
      Aparicio has over 15 years of experience in acquisitions, development, and
      asset management of hotels, condo-hotels and F&B enterprises
      throughout the Americas and the Caribbean. He is also a guest speaker at
      conventions and symposiums on hotel and condo-hotel structures,
      development and operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | For the past five years, Mr. Aparicio was with the
      Fortune International Group, a private company, as Executive Vice
      President Hospitality. Mr. Aparicio has no prior experience as a director
      or officer of a public company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Mr. Aparicio received his Bachelor Of Science In Business
      Administration (BSBA) and Master In Business Administration at Boston
      University, Boston, MA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Effective August 1, 2007, Enrique Abaroa Martinez has
      resigned as our President and CEO. Mr. Abaroa Martinez will remain as our
      CFO and director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3. | On August 1, 2007 we entered into a finders fee agreement
      with Massimiliano Pozzoni to introduce certain potential financiers to our
      company in consideration for 3.5% of the gross proceeds of any financing.
      The term of this agreement is for a period of 12 months.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4. | On July 31, 2007, we entered into a memorandum of
      understanding with Ricardo Ernesto Bello and
Diego                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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- 21 -

| | Alberto Radivoy Magnani wherein we have
        agreed to purchase a 50% interest in the capital 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. We have
        agreed to pay a total of $2,300,000 in order to earn the 50% interest
        in Inversiones del Dique S.A. The purpose of the acquisition is for us
        to obtain a 20% interest in the Dock 2 Project.
      The memorandum of understanding is subject to our company
        completing satisfactory due diligence on Inversiones del Dique S.A. and
        Incubus S.A.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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- 22 -

Item 6 Exhibits and Reports on Form 8K

EXHIBITS AND REPORTS ON FORM 8-K.

Exhibit No.
      Description3.1
      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 and incorporated
          herein by reference.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 and incorporated herein by reference.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 and incorporated herein by reference3.4
      Articles of Merger, filed
          as an exhibit to the current report on Form 8-K filed with the Commission
          on April 19, 2007 and incorporated herein by reference10.1
      Mineral Lease Agreement dated
          November 30, 2005 between NABO Inc. and Barbara Dart, John O. Dart &
          Marcella G. Dart filed as an exhibit to the registration statement on
          Form SB-2 filed with the Commission on June 15, 2006 and incorporated
          herein by reference.10.2
      Subscription Agreement filed
          as an exhibit to the current report on Form 8-K filed with the Commission
          on June 20, 2007 and incorporated herein by reference;10.3
      Warrant Certificate filed
          as an exhibit to the current report on Form 8-K filed with the Commission
          on June 20, 2007 and incorporated herein by reference;10.4
      Memorandum of Understanding
          filed as an exhibit to the current report on Form 8-K filed with the
          Commission on or about August 30, 2007 and incorporated herein by reference.10.5
      Subscription Agreement filed
          as an exhibit to the current report on Form 8-K filed with the Commission
          on or about September 10, 2007 and incorporated herein by reference.10.6
      Warrant certificate filed
          as an exhibit to the current report on Form 8-K filed with the Commission
          on or about September 10, 2007 and incorporated herein by reference.10.7
      Finders Fee Agreement filed
          as an exhibit to the current report on Form 8-K filed with the Commission
          on or about September 10, 2007 and incorporated herein by reference.10.8
      Employment Agreement (Alejandro
          Aparicio) filed as an exhibit to the current report on Form 8-K filed
          with the Commission on or about September 10, 2007 and incorporated
          herein by reference.10.9
      Employment Agreement (Enrique
          Abaroa Martinez) filed as an exhibit to the current report on Form 8-
          K filed with the Commission on or about September 10, 2007 and incorporated
          herein by reference.10.20
      Subscription Agreement filed
          as an exhibit to the current report on Form 8-K filed with the Commission
          on or about September 11, 2007 and incorporated herein by reference.10.11
      Warrant certificate filed
          as an exhibit to the current report on Form 8-K filed with the Commission
          on or about September 11, 2007 and incorporated herein by reference.10.12
      Subscription Agreement filed
          as an exhibit to the current report on Form 8-K filed with the Commission
          on or about October 29, 2007 and incorporated herein by reference.10.13
      Warrant certificate filed
          as an exhibit to the current report on Form 8-K filed with the Commission
          on or about October 29, 2007 and incorporated herein by reference.21.1
      Subsidiaries of Star Resorts
          Development Inc.  None31.1*
      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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- 23 -

SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

STAR RESORTS DEVELOPMENT INC.

By:

/s/ Alejandro
Aparicio
Alejandro Aparicio President and Chief Executive Officer Principal
Executive Officer Date November 14, 2007



/s/ Enrique Abaroa
Martinez Enrique Abaroa
Martinez, Chief Financial Officer and Director Principal Financial
Officer Date November 14, 2007



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