F-1

As filed with the Securities and Exchange Commission on July 11, 2008

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

SOLARTE HOTEL CORPORATION

(Exact name of registrant as specified in its charter)

British Virgin Islands

7011

none

(State or Jurisdiction of

Primary SIC Code

(IRS Employer

incorporation or organization)

Identification No.)

3^rd Street, Isla Colon

Hand & Hand, a professional corporation

           Bocas del Toro, Panama

24351 Pasto Road Suite B

                    (000) 000000

Dana Point, California 92629

(Address, including zip code, and telephone number, including area code

      (949) 489-2400; fax /0034

of Registrant's principal executive offices)

(Name, address, including zip code, and telephone

number, including area code, of agent for service

Approximate date of commencement of proposed sale of the securities to the public:  As soon as practicable after the effective date of this registration statement.

If the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box:  [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box:  [ ]

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Proposed Maximum

Title of Each Class of

Amount to

Offering Price

Aggregate

Amount of

Securities to be Registered

Be Registered

Per Share⁽¹⁾

Offering Price

Registration Fee

Common Stock offered by

  Selling Shareholders

100,000

$

.20

$

20,000

$

.78

Common Stock offered by

  Company

1,500,000

.10

300,000

11.79

Total

1,600,000

$

310,000

$

12.57⁽²⁾

(1)

Estimated solely for purposes of calculating the registration fee.  The proposed maximum offering price per share is based upon the expected public offering price of $.10 per share pursuant to Rule 457(a).  The common stock is not traded on any market and the Registrant makes no representation hereby as to the price at which its common stock shall trade. Includes reoffers.

(2)

Filing fee of $12.57 paid with initial filing.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

            PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION

PROSPECTUS

SOLARTE HOTEL CORPORATION

1,500,000 Shares of Common Stock Offered by Solarte Hotel

100,000 Shares of Common Stock Offered by Selling Shareholders

Solarte Hotel Corporation, a British Virgin Islands corporation (“Solarte Hotel”) is offering 1,500,000 shares of common stock and the selling stockholders are offering 100,000 shares.  Solarte Hotel will not receive any proceeds from the sale of shares by the selling stockholders.   There is currently no trading market for the common stock.  The common stock has not been approved for listing on any securities market. Certain of the selling stockholders which were affiliates of Solarte Hotel may be deemed to be underwriters.

The "penny stock" rules limit trading of securities not traded on NASDAQ or a recognized stock exchange, or securities which do not trade at a price of $5.00 or higher, in that brokers making trades in those securities must make a special suitability determination for purchasers of the security, and obtain the purchaser's written consent prior to purchase.  If our common stock is not listed on NASDAQ or a recognized stock exchange or its trading price is not $5.00 or more these rules may cause many potential purchasers to reconsider their intended purchase of our common stock.  The application of these rules may make it difficult for purchasers in this offering to resell their shares.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed on the accuracy or adequacy of this prospectus.  Any representation to the contrary is a criminal offense.

Purchase of these securities involves risks.  See "Risk Factors" on page 3.

OFFERING BY SOLARTE HOTEL CORPORATION

Initial Offering Price

Sales Commissions

Total Proceeds

to Company   

Per share

$.20

$.00

$

.20

Total

$300,000(2)

$ .00(1)

$

300,000

(1)

The shares will be offered at the Initial Offering Price by officers and directors, who will receive no compensation for their selling efforts.  

 No person has agreed to underwrite or take down any of the securities.    There is no minimum amount of securities which may be sold.

OFFERING BY SELLING STOCKHOLDERS

Initial Offering Price⁽¹⁾

Sales Commissions

Total to Selling Stockholders

Per share

$.20

(2)

$.20

Total

$20,000

(2)

$20,000

(1)

The shares will be offered at the Initial Offering Price until such time, if any, that the common stock is trading or listed on a public market, at which time the common stock will be offered at market prices.  The Initial Offering Price of $.20 was determined by negotiations between Solarte Hotel and the selling stockholders.

(2)

Solarte Hotel will not receive any proceeds from the Selling Stockholder Offering, and the Selling Stockholders are not required to reimburse Solarte Hotel for any proportionate share of the offering expenses.  No person has agreed to underwrite or take down any of the securities.  For sales on any trading market, sales commissions will be limited to those paid in similar market transactions.  For private sale transactions, no sales commission can be paid.  There is no minimum amount of securities which may be sold.

Information contained herein is subject to completion or amendment.  A registration statement relating to these securities has been filed with the Securities and Exchange Commission.  These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.  This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.  

The date of this prospectus is July __, 2008.

PROSPECTUS SUMMARY

The following is intended to be a summary of the most important aspects of our business.

Solarte Corporation

Solarte Hotel Corporation (“Solarte Hotel”) was organized in May 2008 to purchase real estate in the archipelago of Boca Del Toro, Panama and to develop a luxury eco-lodge hotel on the property. The Bocas Del Toro archipelago is located on the Caribbean side of Panama close to the border of Costa Rica. The land consists of approximately one half acre of land on Solarte Island, about 10 minutes by water taxi from the city of Bocas del Toro, with 144 meters of waterfront. The property currently has limited improvements consisting of a hilltop palapa, a 52-foot dock and an outbuilding, and a water catchment system, and Solarte Hotel intends to remodel the existing palapa into a restaurant and administrative offices, and construct six villas over the adjacent waterfront. The property has applied for approval for waterfront development from the government of Panama.

Ecotourism or ecological tourism is a rapidly growing segment of the travel industry. It appeals to ecological and socially conscious individuals. The Bocas Del Toro archipelago offers an unspoiled eco system with crystal clear water, unsurpassed diving, rain forests, native villages and unspoiled beaches.

In addition to villa rental charges, the hotel will generate revenue from its restaurant and ancillary services. The purchase price for the property is $95,000. We believe that the total costs for development of the hotel will be $300,000 including the land acquisition cost. Current rates for comparable hotel properties in the area range from $150 to $500 per night. We expect to offer accommodations from $180 to $250 per night, depending on the season.

The company plans to market itself by advertisements in eco conscious venues (both electronic and print), travel agencies, travel publications and web sites.

Our address is Hotel Solarte, Solarte Island, Bocas del Toro, Panama, and our telephone number is (000) 000-0000. Our mailing address is PO Box 71, Road Town, Tortola VG1110, British Virgin Islands.

Selected Operations Data

The following table contains selected financial data since inception.  The selected operations data below has been derived from the audited financial statements for the period inception (May 28, 2008) to June 30, 2008.

As of and for the period inception (May 28, 2008)

to June 30, 2008

Cash

$  

22,985

Deposits

1,000

Prepaid Expenses

1,750

Total Assets

         27,900

Current Liabilities

4,000

Shareholders’ equity

$

23,900

Revenue

$

--

General and Admin.

6,100

Net Income (loss) after taxes

(6,100)

Net Income (loss) per share

$

(.00)

Weighted Average Shares Outstanding

3,100,000

The Offering

The offering includes shares offered by Solarte Hotel and shares offered by the selling stockholders, who are offering all of the shares owned by them.  Solarte Hotel’s offering is being offered on a “straight best efforts, no minimum” basis by the officers and directors, who will not receive any compensation for their selling efforts.

Securities Offered:

1,500,000 shares by Solarte Hotel

100,000 shares by selling stockholders.

Initial Offering Price

$.20 per share.

Use of Proceeds

Solarte Hotel will use the proceeds of the Solarte Hotel Offering ($290,000 if the maximum offering is sold) for acquisition of the property, construction, general and administrative expenses and working capital.  

Offering Period:

Until [12 months from effective date]

Risk Factors

The securities offered hereby involve a high degree of risk and immediate substantial dilution and should not be purchased by investors who cannot afford the loss of their entire investment.

Common Stock Outstanding ⁽¹⁾ Before Offering:

3,100,000⁽¹⁾ shares

Common Stock Outstanding After Offering:

4,600,000⁽¹⁾ shares

(1)

Based on shares outstanding as of June 30, 2008.  

Risk Factors

Before you buy the securities offered hereby consider the following risk factors and the rest of this prospectus.

RISK FACTORS

The shares are a speculative investment and risky.  You should especially consider the following risk factors, in addition to the risk factors that apply to enterprises in the e waste recycling industry.

We have significant capital requirements in connection with our business plan and we have no operating history.

 We must close on the purchase of the property, design and construct a 6-villa eco-lodge, restaurant and related service areas, at a cost of approximately $300,000. These funds will also provide working capital for the initial 3 months of operations once the hotel is complete. Because we have no operating history and no experience in hotel development, our actual cash needs may vary substantially from our internal projections. If we cannot complete and operate the hotel profitably with the expected budget, we will be required to obtain more cash (by selling equity or debt securities) in order to complete our plan of operations. Since the Solarte Hotel Offering is being conducted on a “straight best efforts” basis, the officer has committed to make up any shortfall up to $300,000 to ensure the project is completed.   There can be no assurance that Solarte Hotel will be able to obtain required funding, n or that it will be able to develop the property or obtain profitability.  There can be no assurance that Solarte Hotel will be able to implement its business plan  in accordance with its internal forecasts or to a level that meets the expectations of investors. See “Plan of Operations.”

Purchasers will be subject to substantial dilution

Investors will be paying $.20 per share for shares sold in the offering. The book value of the common stock as of June 30, 2008 is $.008 per share, or less than one cent, whereas investors will be paying $.20 per share. In the event of liquidation of the corporation, shareholders who invest in the offering will likely receive far  less than their purchase price.

Our auditors have rendered a going concern emphasis opinion on our financial statements.

Our auditors have expressed concern as to the uncertainties in our business which raise substantial doubt about our ability to continue as a going concern.  If our business is ultimately unsuccessful, the assets on our balance sheet could be worth significantly less than their carrying value and the amount available for distribution to stockholders on liquidation would likely be insignificant.

Penny stock rules could make it hard to resell your shares.

Hotel Solarte's common stock does not meet the listing requirements for any trading market other than the OTC Bulletin Board, a quotation medium for subscribing members, or the Pink Sheets LLC.  The OTC Bulletin Board and the Pink Sheets LLC may not accept the application of any market maker to initiate quotations in our common stock.  Consequently, the liquidity of our securities could be impaired, not only in the number of securities which could be bought and sold, but also through delays in the timing of transactions, reduction in security analysts' and the news media's coverage of Solarte Hotel, and lower prices for our  securities than might otherwise be attained.

In addition, the "penny stock" rules limit trading of securities not traded on NASDAQ or a recognized stock exchange, or securities which do not trade at a price of $5.00 or higher, in that brokers making trades in those securities must make a special suitability determination for purchasers of the security, and obtain the purchaser's written consent prior to purchase.  If our common stock is not listed on NASDAQ or a recognized stock exchange or its trading price is not $5.00 or more these rules may cause many potential purchasers to reconsider their intended purchase of our common stock.  The application of these rules may make it difficult for purchasers in this offering to resell their shares.

ADDITIONAL INFORMATION

Solarte Corporation has filed a registration statement under the Securities Act with respect to the securities offered hereby with the Commission, 450 Fifth Street, N.W., Washington, D.C.  20549.  This prospectus, which is a part of the registration statement, does not contain all of the information contained in the registration statement and the exhibits and schedules thereto, certain items of which are omitted in accordance with the rules and regulations of the Commission.  For further information with respect to Solarte Corporation and the securities offered, reference is made to the registration statement, including all exhibits and schedules thereto, which may be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates during regular business hours.  Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete, and in each instance reference is made to the copy of such contract or document filed as an exhibit to the registration statement, each such statement being qualified in its entirety by such reference.  Solarte Corporation will provide, without charge upon oral or written request of any person, a copy of any information incorporated by reference herein.  This request should be directed to Solarte Corporation at PO Box 71, Road Town, Tortola VG1110, British Virgin Islands, telephone (000) 000-0000.

Solarte Hotel is required to file reports and other information with the Commission.  All of such reports and other information may be inspected and copied at the Commission's public reference facilities described above. The public may obtain information on the operation of the public reference room in Washington, D.C. by calling the Commission at 1-800-SEC-0330. The Commission maintains a web site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission.  The address of such site is http://www.sec.gov.  In addition, Solarte Corporation intends to make available to its shareholders annual reports, including audited financial statements and such other reports as Solarte Corporation may determine.

DILUTION

The difference between the initial public offering price per share of common stock and the pro forma net tangible book value per share of Common Stock after this offering constitutes the dilution to investors in this offering.  Net tangible book value per share is determined by dividing the net tangible book value of Solarte Hotel (tangible assets less total liabilities) by the number of outstanding shares of Common Stock.

At June 30, 2008, the common stock had a net tangible book value of $23,900 or $ 0.008per share.  After giving effect to the receipt of the net proceeds from the sale of Shares offered hereby at an initial public offering price of $.20 per share, the pro forma net tangible book value of Solarte Hotel at June 30, 2008 would have been $303,900 or $.068 per share, representing an immediate increase in net tangible book value of $.0460 per share to the present stockholders, and immediate dilution of $.132  per share to public investors.  The following table illustrates dilution to public investors on a per share basis:

Public offering price per share

$.20

Net tangible book value per share before offering

$.008

Increase per share attributable to public investors

$.060

Pro forma net tangible book value per share after offering

$.068

Dilution per share to public investors

$.132

The following table sets forth with respect to the present stockholders and public investors, a comparison of the number of shares of Common Stock owned by the present stockholders, the number of shares of Common Stock to be purchased from Solarte Hotel by the purchasers of the Shares offered hereby and the respective aggregate consideration paid to Solarte Hotel and the average price per share.

Percent

Percent

Average

Shares

of Total

Total

of Total

Price

Stockholders

Purchased

 Shares

Consideration

Consideration

Per Share

Present Stockholders

3,100,000⁽¹⁾

67.4%

 $20,000

⁽²⁾                9.09%

$.01

Public Investors

3,000,000   

32.6%

 300,000

90.9%

$.10

Total

6,100,000   

100.0%

$320,000

100.0%

$.05

DIVIDEND POLICY

Solarte Hotel has not paid any dividends on its common stock.  Solarte Hotel currently intends to retain any earnings for use in its business, and therefore does not anticipate paying cash dividends in the foreseeable future.

MARKET PRICE OF COMMON STOCK

Our common stock has never traded.  As of June 30, 2008, there were 2 record holders of common stock.

There are no warrants or options outstanding and no registration rights have been granted.  At the present time 3,010,000 shares are outstanding, including 100,000 which have been registered for resale via this prospectus.  These 100,000 shares are not currently eligible for resale under Rule 144 until one year from the date of this prospectus.  

USE OF PROCEEDS

                The net proceeds to the Company from the Offering are estimated to be $290,000, after deducting the estimated Offering expenses of $10,000.  The Company will use all of such net proceeds for acquisition of the property, construction, general and administrative expenses general working capital purposes, as follows.

Item

Cost

Purchase price of the property

$

95,000

Acquisition legal, etc.

10,000

Ecological study

3,000

Construction of six villas of 200 square feet

96,000

Remodel of existing palapa to restaurant and

  Administrative offices

30,000

Installation of solar power and water catchment

12,000

Supplies/inventory

5,000

Marketing

20,000

Working capital

      19,000

    Total

$

290,000

The property concession is currently held by Viernes Trece, SA, a Panama corporation. We have a contract to purchase the property concession. The closing is to take place by July 20, 2008. The seller owns the property in a legal form known as “Right of Possession” or ROP. ROP is not legal title, but consists of a concession to use and exploit the property, without the payment of rent or taxes, for a term of years.  

Viernes Trece, SA has applied for permission to develop the waterfront of the property; however, development for commercial purposes is also dependent upon an ecological study to verify that no coral or sea grass is on the seafloor to be developed. A visual inspection by management did not reveal any coral or sea grass in the vicinity.

Construction costs in the area are $50 per square foot for typical quality. The use of local hardwoods and imported fixtures, resulting in a very high quality construction, are estimated to result in a cost of $90 per square foot.  Construction consists of concrete pilings (approximately 5 inches square) driven into the seafloor, and wood frame construction with thatch roof. Panama is not in a hurricane zone.

The palapa remodel will consist of adding a second floor, enclosing the palapa walls and restaurant and office equipment. As is typical with similar eco-lodges in the area, the property will rely entirely on solar power (with a back up generator), rainwater/reverse osmosis for water supply and composting toilets for sewage, with zero carbon footprint.

Marketing costs include web design, print advertisements and billboards in Panama.

Working capital is estimated for the first three months of operations until bookings can cover the operational costs.   To the extent the proceeds of the Hotel Solarte Offering are not sufficient to cover the above costs, or if such Offering is not completed when the funds are required, the officer and director has agreed to loan such funds on a note due in two years (or upon completion of the Hotel Solarte Offering) and bearing interest at 8%.  If the above amounts are not sufficient to carry out our business plan, we will have to obtain capital from one or more debt or equity offerings.  However, Solarte Hotel has no agreement or arrangement for obtaining such additional cash and there can be no assurance that the needed cash can be obtained. If such cash is not obtained Solarte Hotel will not be able to continue its operations.

We do not have any off-balance sheet arrangements. Our only contractual obligation is our purchase contract to purchase the property.

Information included in this prospectus includes forward looking statements, which can be identified by the use of forward-looking terminology such as may, expect, anticipate, believe, estimate, or continue, or the negative thereof or other variations thereon or comparable terminology. The statements in "Risk Factors" and other statements and disclaimers in this prospectus constitute cautionary statements identifying important factors, including risks and uncertainties, relating to the forward-looking statements that could cause actual results to differ materially from those reflected in the forward-looking statements.

Any or all of our forward looking statements in this annual report and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Consequently, no forward looking statement can be guaranteed. In addition, we undertake no responsibility to update any forward-looking statement to reflect events or circumstances which occur after the date of this prospectus.

Material factors which will affect Solarte Hotel’s operating results in future periods include the following:

Economic stability in Panama and economic conditions in general which affect the tourism industry.

Our ability to obtain ecological permission for development, and managing the development.

Consumer acceptance of our lodging offering and the effect of competition.

Our ability to manage the property and control costs.

Other factors which are mentioned in this Prospectus or which may be mentioned in Solarte Hotel’s future reports under the Securities Exchange Act of 1934.

BUSINESS

Background

Solarte Hotel Corporation (“Solarte Hotel,” the “Company” or “us”) was incorporated in British Virgin Islands on May 28, 2008 under the BVI Business Companies Act 2004. Our resident agent is Harneys Corporate Services Limited of Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands and their telephone is (284) 494-3547. The initial shareholder contributed $10,000 cash on incorporation for 3,000,000 shares and an investment fund has purchased 100,000 shares for $20,000 cash.

General

Solarte Hotel intends to purchase real estate in the archipelago of Boca Del Toro, Panama and to develop a luxury eco-lodge hotel on the property. The Bocas Del Toro archipelago is located on the Caribbean side of Panama close to the border of Costa Rica. The land consists of approximately one half acre of land on Solarte Island, about 10 minutes by water taxi from the city of Bocas del Toro, with 144 meters of waterfront. The property currently has limited improvements consisting of a hilltop palapa, a 52-foot dock and an outbuilding, and a water catchment system, and Solarte Hotel intends to remodel the existing palapa into a restaurant and administrative offices, and construct six villas over the adjacent waterfront. The property has already received approval for waterfront development from the government of Panama. .  We intend to acquire the property by acquisition of Viernes Trece, SA, the corporate owner. Viernes T rece is a Panamanian corporation and has never engaged in business, but has only held the property as a vacation residence for the owner.  After the acquisition our financials will consist of the consolidated entity.

Ecotourism or ecological tourism is a rapidly growing segment of the travel industry. It appeals to ecological and socially conscious individuals. The Bocas Del Toro archipelago offers an unspoiled eco system with crystal clear water, unsurpassed diving, rain forests, native villages and unspoiled beaches.

In addition to villa rental charges, the hotel will generate revenue from its restaurant and ancillary services. The purchase price for the property is $95,000. We believe that the total costs for development of the hotel will be $300,000 including the land acquisition cost. Current rates for comparable hotel properties in the area range from $150 to $500 per night. We expect to offer accommodations from $180 to $250 per night, depending on the season.

The company plans to market itself by advertisements in eco conscious venues (both electronic and print), travel agencies, travel publications and web sites.

Bocas del Toro

The Bocas del Toro archipelago was discovered by Christopher Colombus, and the city of Bocas del Toro, the provincial capital with a population of under 2,000, is on the island of Colon.  Daily flights arrive from Panama City and San Jose, Costa Rica. The archipelago is relatively undeveloped, and hotel properties generally consist of less than 20 rooms, and tourists include the backpacking crowd staying in hostels in the capital and a mixture of European, South American and Americans staying in luxury boutique hotels.  Prices at the boutique hotels range from $160 to $600 a night, depending on the season and the hotel. May through November is the low season. Recently the weak dollar has made Panama, whose currency is pegged to the dollar, a very attractive international resort destination. The region attracts tourists seeking eco tourism and water sports, with quality diving, snorkeling, fishing, and kayaking availa ble at reasonable prices. Rain forest tours are also popular. Four indigenous Indian groups reside in the archipelago together with Caribbean immigrants and expatriates from around the world. Although Spanish is the official language, nearly everyone in the capital understands English. A substantial amount of real estate development is slowly taking place on Isla Colon, and there are well established legal, architectural, engineering and building firms offering their services.

Unlike most of the Caribbean, the region is not subject to hurricanes. The rainy season of May to November corresponds to the hurricane season in the Caribbean.  Generally rain falls on 15-20 days per month with most systems moving through fairly quickly. About 136 inches of rain fall each year. Hotel occupancy is seasonal in part, higher in the dry season and during winter in the northern hemisphere. Vegetation is lush and animal life abundant in the sea and the rain forests. Temperatures are steady year round from daily lows of 68 F to daily highs of 88 F.

The hotel property is located on Solarte Island. With less than 200 inhabitants, the island is a ten minute water taxi ride from the capital through crystal clear waters. The property is located in a protected cove on the east side of the island facing Bastamientos Island, and is near the Bastamientos Island National Marine Park as well as the entrance to Red Frog Beach, a beautiful white sand beach with good bodysurfing.

Quantitative and Qualitatice Disclosure About Market Risk.

Hotel Solarte Corporation will do business in Panama, whose currency is pegged to the US dollar. There are no  market risk factors.

Competition

We will compete with several boutique eco lodges in the Bocas del Toro region, as well as traditional hotels. Our competitors are all going to have a longer operating history. Competitive factors in the area are price, location, quality of accommodations, and level of service. We believe we will be in the mid range of the boutique eco lodges in the area.  

Employees

We expect to hire contractors for the development work and to have 12employees for operation of the hotel, all  of which will be full time. No employees are expected to be represented by labor unions.

Properties

The property consists of a point of Isla Solarte, cresting to a hill and surrounded on three sides by mangroves. Water frontage is 144 meters. There is a 500 square feet palapa on the hilltop on concrete foundation, a concrete block warehouse building about 50 square feet, and a 52 foot wooden dock along the southern side of the property. We plan to remodel the palapa into a 2 story structure to serve as a restaurant and administrative office and construct 6 villas over the water.

Legal Proceedings

Solarte Corporation is not a party to any material pending legal proceeding.

MANAGEMENT

Directors and Executive Officers; Compensation

The members of the Board of Directors of Solarte Hotel serve until the next annual meeting of stockholders, or until their successors have been elected.  The officers serve at the pleasure of the Board of Directors.  The following are the directors and officers of Solarte Hotel.

Karen E. Campo has been the President and Chief Financial Officer and Director of Esthetics World since inception in May 2008. Under BVI law, a corporation can serve as an officer and director. Esthetics World is the director, President and Chief Financial Officer of Hotel Solarte since inception. Ms. Campo is a student and special events model. She speaks fluent Spanish. Ms. Campo’s compensation will be $300 per month, commencing upon acquisition of the property. There are no option or other compensation plans. The directors are not currently compensated for service as directors.

Audit Committee

We do not have an audit or other committee, nor do we have a director who is a “financial statements expert” due to the limited size of the company.

PRINCIPAL SHAREHOLDERS

The following table sets forth information relating to the beneficial ownership of Company common stock as of the date of this prospectus by (I) each person known by Solarte Corporation to be the beneficial owner of more than 5% of the outstanding shares of common stock (ii) each of Solarte Corporation's directors and executive officers, and (iii) the Percentage After Offering assumes the sale of all shares offered.  Unless otherwise noted below, Solarte Corporation believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.  For purposes hereof, a person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days from the date hereof upon the exercise of warrants or options or the conversion of convertible securities.  Each beneficial owner's percentage ownership is determin ed by assuming that any warrants, options or convertible securities that are held by such person (but not those held by any other person) and which are exercisable within 60 days from the date hereof, have been exercised. The address of each unless noted is care of the Company.

Number of

Common

Percent

Shares

Percentage

After

Name

Office

Owned(1)

Owned

Offering

Karen E. Campo

Director, President and Chief Financial Officer

3,000,000(2)

96.8%

65.2%

All officers and directors

  as a group (1 persons)

3,000,000

96.8%

65.2%

(1)

Except as otherwise noted, shares are owned beneficially and of record, and such record shareholder has sole voting, investment, and dispositive power.

(2)

Includes 3,000,000 shares held of record by Esthetics World, a corporation controlled by Karen E. Campo.

SELLING STOCKHOLDERS

The shares of common stock of Solarte Corporation offered by the Selling Stockholders will be offered at market prices, as reflected on the National Association of Securities Dealers Electronic Bulletin Board.  It is anticipated that registered broker-dealers will be allowed the commissions which are usual and customary in open market transactions. There are no other arrangements or understandings with respect to the distribution of the Common Stock.  Except as noted, the Selling Stockholders do not own any Common Stock except as registered hereby for sale and will own no shares after the completion of the offering.  The relationship, if any, between Solarte Corporation and any Selling Stockholder is set forth below.

Shares Beneficially

Percentage

Owned

Total Shares

Name and Address

and Being Offered

After Offering

JK Advisers Hedge Fund LLC⁽¹⁾

100,000

*

3027 E. Sunset Rd., #106

Las Vegas, NV 89120

 TOTAL

100,000

*

* None

(1)

The 100,000 shares will be distributed as of the date of this prospectus to the approximately 70 members of this fund, one of which  beneficially owns 11,954 shares and no other person owns more than 5% of the total 100,000 shares. The members will dispose of or hold the shares as each determines.

PLAN OF DISTRIBUTION

Solarte Hotel Offering

Solarte Hotel is offering 3,000,000 shares on a “straight best efforts, no minimum” offering. No escrow of offering proceeds will be established. Officers and directors will offer Shares in the Solarte Hotel Offering, and no sales commission will be payable with respect to such Shares.

Prior to this offering, there has been no public trading market for Solarte Hotel common stock.  Consequently, the initial public offering price of the Shares has been determined arbitrarily by Solarte Hotel.

Selling Stockholder Offering

 Solarte Hotel anticipates once the shares are trading on the OTC Bulletin Board or any other market the selling stockholders will sell their shares directly into any market created. The prices the selling stockholders will receive will be determined by the market conditions.  Selling stockholders may also sell in private transactions.  Solarte Corporation cannot predict the price at which shares may be sold or whether the common stock will ever trade on any market.  The shares may be sold by the selling stockholders, as the case may be, from time to time, in one or more transactions.  Solarte Corporation does not intend to enter into any arrangements with any securities dealers concerning solicitation of offers to purchase the shares. Selling Stockholders may also sell in private transactions, at privately negotiated prices, but no sales commissions may be paid for effectuating private transactions.

Commissions and discounts paid in connection with the sale of the shares by the selling stockholders will be determined through negotiations between them and the broker-dealers through or to which the securities are to be sold and may vary, depending on the broker-dealers fee schedule, the size of the transaction and other factors. The separate costs of the selling stockholders will be borne by them. The selling stockholders will, and any broker,-broker dealer or agent that participates with the selling stockholders in the sale of the shares by them may be deemed an "underwriter" within the meaning of the Securities Act, and any commissions or discounts received by them and any profits on the resale of shares purchased by them may be deemed to be underwriting commissions under the Securities Act. Solarte Hotel understands that it is the position of FINRA that such sales commissions or discounts should not exceed 5% o f the gross offering price at which the selling stockholders sell their shares.

Solarte Hotel will bear all costs of the offering except for sales commissions related to the sale of shares by the Selling Stockholders Offering. These costs are estimated not to exceed $10,000 and include filing fees of less than $1,000, auditing and accounting fees not to exceed $5,000 and legal fees of $4,000.

Regulation M

Regulation M prohibits certain market activities by persons selling securities in a distribution.  To demonstrate their understanding of those restrictions and others, selling stockholders will be required, prior to the release of unlegended shares to themselves or any transferee, to represent as follows: that they have delivered a copy of this prospectus, and if they are effecting sales on the American Stock Exchange or the Electronic Bulletin Board or interdealer quotation system or any electronic network, that neither they nor any affiliates or person acting on their behalf, directly or indirectly, has engaged in any short sale of Solarte Hotel common stock; and for a period commencing at least 5 business days before his first sale and ending with the date of his last sale, bid for, purchase, or attempt to induce any person to bid for or purchase Solarte Hotel  common stock.

CERTAIN TRANSACTIONS

The President of Solarte Hotel, who is also the majority shareholder, has personally agreed to fund our development expenses to the extent funds are not available from the Solarte Hotel Offering. These funds will bear interest at 8% until paid.  

DESCRIPTION OF SECURITIES

Common Stock

Solarte Hotel’s Memorandum of Association authorizes the issuance of an unlimited number of shares of common stock, no par value per share, of which 3,100,000 shares were outstanding as of June 30, 2008.  This includes 3,000,000 shares issued upon incorporation for consideration of $10,000 cash and 100,000 shares issued on June 30, 2008 for $10,000 cash.

The Registrant was incorporated on May 28, 2008 under the Business Companies Act, 2004 of the territory of the British Virgin Islands. The registration number is 1484337.

Options

The Registrant has no stock options outstanding.

Share Purchase Warrants

The Registrant has no share purchase warrants outstanding.

Memorandum and Articles of Association

Section 5 of the Memorandum of Association provides as follows:

5.1

Subject to the Act and any other British Virgin Islands legislation, the Company has, irrespective of corporate benefit:

(a)

full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and

(b)

for the purposes of paragraph (a), full rights, powers and privileges.

0.2

For the purposes of section 9(4) of the Act, there are no limitations on the business that the Company may carry on.

(2)

Matters relating to Directors of the Registrant:

(i)

A director’s power to vote on a proposal, arrangement or contract in which the director is materially interested:

Article 13 of the Registrant’s Articles states:

13.1

A director of the Company shall forthwith after becoming aware of the fact that he is interested n a transaction entered into or to be entered into by the Company, disclose the interest to all other directors of the Company.

13.2

For the purposes of Sub-Regulation 13.1, a disclosure to all other directors to the effect that a director is a member, director or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry into the transaction or disclosure of the interest, be entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction.

0.3.

A director of the Company who is interested in a transaction entered into or to be entered into by the Company may:

(a)

vote on a matter relating to the transaction;

(b)

attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and

(c)

sign a document on behalf of the Company, or do any other thing in his capacity as a director, that relates to the transaction,

and subject to compliance with the Act shall not, by reason of his office be accountable to the Company for any benefit which he derives from such transaction and no such transaction shall be liable to be avoided on the grounds of any such interest or benefit.

(ii)

Directors’ power, in the absence of an independent quorum, to vote compensation to themselves or any members of their body:

Article 8.13 of the Registrant’s Articles establishes the parameters for the payment of compensation to board members:

The directors may, by Resolution of Directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company.

(iii)

Borrowing powers exercisable by the directors and how such borrowing powers can be varied:

Article 9.6 of the Registrant’s Articles establishes the borrowing powers exercisable by the directors as follows:

The directors may by Resolution of Directors exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party.

(iv)

Retirement or non-retirement of directors under an age limit.

The Registrant’s Articles contain no requirement for the retirement or non-retirement of directors under an age limit.  

(v)

Number of shares, if any, required for qualification.

Article 8.14 of the Registrant’s Articles provides that a director does not require a share qualification.

(3)

Rights, preferences and restrictions attaching to each class of shares:

The Registrant has authorized common shares and preferred shares, both par value, which may be issued in an unlimited amount. Shares may be issued in one or more series as the directors may determine by resolution.

(i)

Dividend rights, including time limit after which dividend entitlement lapses.

Common shareholders are entitled to dividends as may be declared by the directors from time to time but no dividend shall be declared and paid out except if surplus and unless the directors determine that immediately after the payment of the dividend:

(a)

the Registrant will be able to satisfy its liabilities as they become due in the ordinary course of business; and

(b)

the realizable value of the assets of the Registrant will not be less than the sum of its total liabilities, other than deferred taxes, as shown in the books of account, and its capital.  All dividends unclaimed for three years after having been declared may be forfeited by the directors for the benefit of the Registrant.

(ii)

Voting Rights; staggered re-election intervals; cumulative voting.

Each of the Registrant’s common shares entitles the holder to one vote at any annual or special meeting of shareholders.  Directors stand for re-election annually.  The Registrant’s shareholders do not have cumulative voting.

(iii)

Rights to share in surplus in event of liquidation.

In the event of the Registrant’s liquidation, dissolution or winding up or other distribution of the Registrant’s assets, the holders of common shares will be entitled to receive, on a pro rata basis, all of the assets remaining after the Registrant’s liabilities have been paid out.

(iv)

Other.

Holders of the Registrant’s common shares do not have rights to share in the profits of the Registrant.  There are no redemption or sinking fund provisions with respect to the Registrant’s common shares.  Common shareholders have no liability as to further capital calls by the Registrant.  There are no provisions discriminating against any existing or prospective holder of the Registrant’s common shares as a result of such shareholder owning a substantial number of the Registrant’s common shares.  Holders of the Registrant’s common shares do not have pre-emptive rights.

(4)

Actions necessary to change the rights of holders of the Registrant’s common stock:

In order to change the rights of holders of a class of the Registrant’s stock, a vote of at least 50% of the issued and outstanding shares of that class is required.

(5)

Conditions governing manner in which annual general meetings and extraordinary general meetings of shareholders are convoked, including conditions of admission:

The directors may convene meetings of the members of the Registrant at such times and in such manner and places as the directors consider necessary or desirable, and they shall convene such a meeting upon the written request of members holding more than 30% of the votes of the outstanding voting shares in the Registrant.

Seven days notice at the least specifying the place, the day and the hour of the meeting and general nature of the business to be conducted shall be given in the manner hereinafter mentioned to such persons whose names on the date the notice is given appear as members in the share register of the Registrant.

No business shall be transacted at any meeting unless a quorum of members is present at the time when the meeting proceeds to business.  A quorum shall consist of the holder or holders present in person or by proxy of not less than one-half of the shares of each class or series of shares entitled to vote as a class or series thereon and the same proportion of the votes of the remaining shares entitled to vote thereon.

At any meeting of members whether on a show of hands or on a poll every holder of a voting share present in person or by proxy shall have one vote for every voting share of which he is the holder.

A resolution which has been notified to all members for the time being entitled to vote and which has been approved by a majority of the votes of those members in the form of one or more documents in writing shall forthwith, without the need for any notice, become effectual as a resolution of the members. Holders are also entitled to vote by consent action signed by the required percentage of members (but less than 100%) if notice of the action is forthwith sent to all non-consenting shareholders.

(6)

Limitations on rights to own securities of the Registrant:

There are no limitations on the rights of non-resident or foreign shareholders to hold or exercise voting rights on the securities of the Registrant which would be imposed by foreign law or by the charter or other constituent document of the Registrant.

(7)

Provisions of Company’s articles, charter or by-laws that have the effect of delaying, deferring or preventing a change in control of the Registrant and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Registrant:

There are no provisions in the Registrant’s articles, charter or bylaws that would have the effect of delaying, deferring or preventing a change of control of the Registrant and which would operate only with respect to a merger, acquisition or corporate restructuring of the Registrant.

(8)

Provisions, if any, governing the ownership threshold above which shareholder ownership must be disclosed:

There are no provisions in the Registrant’s bylaws which require the disclosure of shareholder ownership above a particular threshold.

C.

Material Contracts

The Registrant has not yet entered into any material contracts, except for the contract to purchase real property rights described under the caption “Business.” This contract is included as an exhibit to the Registration Statement.

D.

Exchange Controls

There are no foreign exchange controls in BVI and funds can be moved easily. There is no restriction in this regard.

E.

Taxation

International Business Companies established in BVI are exempt from the payment of Income Tax and Stamp Duty.

Non-residents of BVI are exempt from the income tax payable on dividends, interest, rents, royalties, compensations and other amounts which are paid to the person by the IBC.

There are no capital gains taxes, inheritance taxes and death duties.

Double Taxation Agreements between the United Kingdom and Japan and Switzerland extend to the British Virgin Islands but do not generally apply to IBC's.

F.

Dividends and Paying Agents

Not Applicable.

Transfer Agent

The transfer agent for the common stock is Corporate Stock Transfer, 3200 Cherry Creek Road South D

 Denver, Colorado 80902, and its telephone number is (303) 282-4800. Their website is www.corporatestock.com.

INTEREST OF NAMED EXPERTS AND COUNSEL

The legality of the Shares offered hereby will be passed upon for Solarte Hotel by Hand & Hand, a professional corporation, Dana Point, California.  

EXPERTS

The audited financial statements of Solarte Corporation included in this Prospectus as of June 30, 2008 have been audited by The Black Wing Group LLC, independent certified public accountant, to the extent and for the periods set forth in their report thereon and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.

INDEMNIFICATION

Section 14 of the Articles of Association read as follows:

13.

INDEMNIFICATION

1.1

Subject to the limitations hereinafter provided the Company shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who:

(a)

is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director of the Company; or

(b)

is or was, at the request of the Company, serving as a director of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise.

a.1

The indemnity in Sub-Regulation 14.1 only applies if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful.

a.2

For the purposes of Sub-Regulation 14.2, a director acts in the best interest of the Company if he acts in the best interests of

(a)

the Company’s holding company; or

(b)

a shareholder or Shareholders of the Company;

in either case, the circumstances specified in Sub-Regulation 9.3 or the Act, as the case may be.

a.1

The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of the Articles, unless a question of law is involved.

a.2

The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful.

a.3

Expenses, including legal fees, incurred by a director in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the director to repay the amount if it shall ultimately be determined that the director is not entitled to be indemnified by the Company in accordance with Sub-Regulation 14.1.

a.4

Expenses, including legal fees, incurred by a director in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the director to repay the amount if it shall ultimately be determined that the director is not entitled to be indemnified by the Company in accordance with Sub-Regulation 14.1 and upon such terms and conditions, if any, as the Company deems appropriate.

a.5

The indemnification and advancement of expenses provided by, or granted pursuant to, this section is not exclusive of any other rights to which the person seeking indemnification or advancement of expenses may be entitled under any agreement, Resolution of Shareholders, resolution of disinterested directors or otherwise, both as to acting in the person’s official capacity and as to acting in another capacity while serving as a director of the Company.

a.6

If a person referred to in Sub-Regulation 14.1 has been successful in defense of any proceedings referred to in Sub-Regulation 14.1, the person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings.

a.7

The Company may purchase and maintain insurance in relation to any person who is or was a director, officer or liquidator of the Company, or who at the request of the Company is or was serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability as provided in the Articles.

At present, there is no pending litigation or proceeding involving a director, officer, employee or agent of Solarte Corporation where indemnification will be required or permitted.  Solarte Corporation is not aware of any threatened litigation or proceeding that may result in a claim for indemnification by any director or officer.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of Solarte Corporation pursuant to the foregoing provisions, or otherwise, Solarte Corporation has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by Solarte Corporation of expenses incurred or paid by a director, officer or controlling person of Solarte Corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Solarte Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

THE BLACKWING GROUP, LLC

18921G E VALLEY VIEW PARKWAY #325

INDEPENDENCE, MO 64055

816-813-0098

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Solarte Hotel Corporation (A Development Stage Company)

3rd Street, Isla Colon

Bocas del Toro, Panama

We have audited the accompanying balance sheet of Solarte Hotel Corporation (A Development

Stage Company) as of June 30, 2008, and the related statements of operations, stockholders’

equity and cash flows from inception (May 28, 2008) through June 30, 2008. These financial

statements are the responsibility of the Company’s management. Our responsibility is to express

an opinion on these financial statements based on our audits.

We conducted my audit in accordance with the standards of the Public Company Accounting

Oversight Board (United States). Those standards require that we plan and perform the audit to

obtain reasonable assurance about whether the financial statements are free of material

misstatement. The Company is not required to have, nor were we engaged to perform, an audit of

its internal control over financial reporting. Our audit included consideration of internal control

over financial reporting as a basis for designing audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the

Company’s internal control over financial reporting. Accordingly, we express no such opinion.

An audit also includes examining, on a test basis, evidence supporting the amounts and

disclosures in the financial statements, assessing the accounting principles used and significant

estimates made by management, as well as evaluating the overall financial statement presentation.

We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial

position of Solarte Hotel Corporation as of June 30, 2008, and the results of its operations and its

cash flows for the period then ended in conformity with U.S. generally accepted accounting

principles.

The accompanying financial statements have been prepared assuming that the Company will

continue as a going concern. As discussed in Note 5 to the financial statements, the Company has

suffered recurring losses from operations, which raise substantial doubt about its ability to

continue as a going concern. Management’s plans in regard to these matters are also described in

Note 5. The financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

The Blackwing Group, LLC

Issuing Office: Independence, MO

July 7, 2008

SOLARTE HOTEL CORPORATION

[A Development Stage Company]

BALANCE SHEET

June 30, 2008

ASSETS

Current Assets

Cash and Cash Equivalents

$

22,985

Prepaid Expenses

1,750

Escrow Deposits

    1,000

Total Current Assets

25,735

^___________

Other Assets

Prepaid Acquisition Costs

2,165

Total Assets

$

27,900

^___________

LIABILITIES AND STOCKHOLDERS’ EQUITY

Long Term Liabilities

Related Party Payable

$

4,000

Total Long Term Liabilities

4,000

Stockholders’ Equity (Note 2)

Common stock, no par value; unlimited

number of shares authorized;

3,100,000 shares issued and

outstanding

30,000

Additional Paid in Capital

--

Retained Earning (Accumulated Deficit)

(6,100)

^___________

23,900

Total Stockholders' Equity (Deficit)

23,900

^___________

$

27,900

^___________

See Accountants’ Audit Report

SOLARTE HOTEL CORPORATION

 [A Development Stage Company]

STATEMENT OF OPERATIONS

FOR THE PERIOD ENDED JUNE 30, 2008

Revenues

$

-

^{_____________}

General and Administrative Expenses

Legal and Professional

6,100

Total Expenses

6,100

^{_____________}

Net Income (Loss)

$

(6,100)

^{_____________}

Per Share Information:

Net Income (Loss) per share – 3,100,000 shares issued

$

(.002)

^{_____________}

See Accountants’ Audit Report

SOLARTE HOTEL CORPORATION

STATEMENT OF STOCKHOLDERS' EQUITY

ACCUMULATED FOR THE PERIOD FROM DATE OF INCEPTION ON MAY 28, 2008

(Expressed in US Dollars)

Total

Number of

No Stated

Additional

Stockholders

Common

Par

Paid in

Deficit

Equity

Capital Stock Issued

Shares

Value

Capital

Accumulated

(Deficit)

- Balance May 28, 2008

--

--

--

--

--

- Common stock issued for

  Cash of $10,000

3,000,000

0.003

--

--

10,000

- Common stock issued for

  Cash of $20,000

100,000

0.200

--

--

20,000

Net Loss for the period from

May 28, 2008 to June 30, 2008

--

--

--

(6,100)

(6,100)

Balance as of June 30, 2008

3,100,000

--

--

(6,100)

(6,100)

See Accountants’ Audit Report

SOLARTE HOTEL CORPORATION

[A Development Stage Company]

STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED JUNE 30, 2008

Cash Flows from Operating Activities:

Net Income (loss)

$

(6,100)

Adjustments to reconcile net income (loss) to net cash used

  by operating activities:

(Increase) decrease in Escrow Deposits

(1,000)

  (increase) decrease in Prepaid Expenses

(1,750)

Increase (decrease) in Related Party Payable

4,000

^{_____________}

Net Cash (Used) by Operating Activities

(4,850)

Cash Flows from Investing Activities:

Payment of Land Acquisition Costs

(2,165)

^{_____________}

Net cash used by investing activities

2,165

Cash Flows from Financing Activities:

Stock Purchase

30,000

^{_____________}

Net Cash Provided by Financing Activities

30,000

^{_____________}

Net Increase (Decrease)  in Cash

22,985

Cash at Beginning of Period

-

^{_____________}

Cash at End of Period

$

22,985

^{_____________}

Supplemental Disclosures of Cash Flow Information:

Cash paid during the period for:

  Interest

$

-

  Income taxes

$

-

Supplemental Schedule of Non-cash Investing and Financing Activities:

For the period from inception on May 28, 2008 through June 30, 2008:

In May 2008, the Company issued 3,100,000 shares of common stock for cash of $20,000.

See Accountants’ Audit Report

SOLARTE HOTEL CORPORATION

[A Development Stage Company]

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of significant accounting policies of SOLARTE HOTEL CORPORATION (the Company) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. The Company has not realized revenues from its planned principal business purpose and is considered to be in its development state in accordance with SFAS 7, “Accounting and Reporting by Development State Enterprises.”

Organization, Nature of Business and Trade Name

Solarte Hotel Corporation (the “Company”) was organized under the Business Companies Act of 2004 of the British Virgin Islands on May 28, 2008. The Company has contracted to purchase real estate in Panama on which it intends to develop a hotel.  The Company has not yet generated any revenues from planned principal operations and is considered a development stage company as defined in Statement of Financial Accounting Standards No. 7.  The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.

Basis of Presentation

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of o perations and cash flows of the company for the respective periods being presented.

Fiscal Year - The Company’s fiscal year-end is June 30.

Cash and Cash Equivalents - The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.

Advertising Costs - Advertising costs are charged to operations when incurred.  The Company has not yet incurred any advertising costs.

Organization Costs - Organization costs, which reflect amounts expended as of June 30, 2008, were expensed as incurred.

Income Taxes - The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes” [See Note 3].

Loss Per Share - The computation of loss per share is based on the weighted average number of shares outstanding during the period presented in accordance with Statement of Financial Accounting Standards No. 128, “Earnings Per Share” [See Note 6].

SOLARTE HOTEL CORPORATION

 [A Development Stage Company]

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period.  Actual results could differ from those estimated.

Advertising Costs - Advertising costs are charged to operations when incurred.  The Company has not yet incurred any advertising costs.

Offering Costs – Costs of issuing stock are deducted from the proceeds of the issue. For the period ended June 30, 2008, there were no offering costs.

Income Taxes - The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes” [See Note 4].

Land – Acquisition costs for the property are capitalized as incurred.  If the property acquisition does not close, they will be expensed.

Loss Per Share - The Company computes net loss per share in accordance with SFAS No. 128, Earnings per Shares (SFAS 128) and SEC Staff Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS 128 and SAB 98, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. For the period from October 18, 2006 (Date of inception) through June 30, 2008, the Company had no potentially dilutive securities.

Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period.  Actual results could differ from those estimated.

Financial Instruments - Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2008. The respective carrying value of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, receivables, accounts payable, accrued expenses and notes payable. Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate fair values.

Recently Enacted Accounting Standards – In September 2006, the FASB issued Statement No. 157, “Fair Value Measurements” (FAS 157), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of FAS 157 become effective as of the beginning of our 2008 fiscal year. We do not expect the adoption of FAS 157 to have a significant impact on our financial statements.

SOLARTE HOTEL CORPORATION

[A Development Stage Company]

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (SAB 108), which addresses how to quantify the effect of financial statement errors. The provisions of SAB 108 become effective as of the end of our 2007 fiscal year. We do not expect the adoption of SAB 108 to have a significant impact on our financial statements.

In February 2007, the FASB issued Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115” (FAS 159). FAS 159 permits companies to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value and establishes presentation and disclosure requirements designed to facilitate comparison between companies that choose different measurement attributes for similar types of assets and liabilities. The provisions of FAS 159 become effective as of the beginning of our 2009 fiscal year. We are currently evaluating the impact that FAS 159 will have on our financial statements.

In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 which applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. The statement is effective for annual periods beginning after December 15, 2008.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133,” (SFAS “161”) as amended and interpreted, which requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. Disclosing the fair values of derivative instruments and their gains and losses in a tabular format provides a more complete picture of the location in an entity’s financial statements of both the derivative positions existing at period end and the effect of using derivatives during the reporting period. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative ins truments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Early adoption is permitted. We are currently evaluating the impact that FAS 161 will have on our financial statements.

NOTE 2  - CAPITAL STOCK

Common Stock - The Company has authorized an unlimited number of shares of no par value common stock and preferred stock.  In May 2008, in connection with its organization, the Company issued 3,000,000 shares of their previously authorized but unissued common stock to one person for $10,000 cash. An additional 100,000 shares were issued to one purchaser for $20,000 on June 30, 2008.

NOTE 3 - INCOME TAXES

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes”.  SFAS No. 109 requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards.

SOLARTE HOTEL CORPORATION

[A Development Stage Company]

NOTES TO FINANCIAL STATEMENTS

NOTE 3 - INCOME TAXES - continued

The Company has available at June 30, 2008 an unused operating loss carryforward of approximately $6,100 which may be applied against future taxable income and which expires in 2026.  

The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined.  Because of the uncertainty surrounding the realization of the net deferred tax assets, the Company has established a valuation allowance equal to their tax effect and, therefore, no deferred tax asset has been recognized.

 The net deferred tax assets, which consist of deferred compensation, tax basis of fixed assets in excess of book basis and net operating loss carryforwards, are approximately $0 as of June 30, 2008, with an offsetting valuation allowance of the same amount, resulting in a change in the valuation allowance of approximately $0 for the period from inception on May 28, 2008 through June 30, 2008.

NOTE 4 - RELATED PARTY TRANSACTIONS

Office Space - The Company has not had a need to rent office space.  An officer/shareholder of the Company is allowing the Company to use his offices, as needed, at no expense to the Company.

NOTE 5 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern.  However, the Company was only recently formed and has not yet been successful in establishing profitable operations.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of their common stock.  There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 6 - LOSS PER SHARE

The following data shows the amounts used in computing loss per share:

From Inception

on May 28,

2008 Through

June 30, 2008

Loss from operations available to

common shareholders (numerator)

$

(6,100)

Weighted average number of common shares

outstanding used in loss per share for the

period (denominator)

           3,100,000

Dilutive loss per share was not presented, as the Company had no common stock equivalent shares for all periods presented that would affect the computation of diluted loss per share.

No dealer, salesman or other person is authorized to give any information or to make any representations not contained in this Prospectus in connection with the offer made hereby, and, if given or made, such information or representations must not be relied upon as having been authorized by Solarte Corporation.  This Prospectus does not constitute an offer to sell or a solicitation to an offer to buy the securities offered hereby to any person in any state or other jurisdiction in which such offer or solicitation would be unlawful.  Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information contained herein is correct as of any time subsequent to the date hereof.

TABLE OF CONTENTS

Page

Prospectus Summary

2

Risk Factors

3

Additional Information

4

Dividend Policy

4

Market Price of Common Stock

4

Plan of Operation

5

Business

6

Management

11

Principal Shareholders

13

Selling Stockholders

14

Plan of Distribution

21

Certain Transactions

22

Description of Securities

22

Interest of Named Experts and Counsel

23

Experts

23

Indemnification

24

Financial Statements

F-1

SOLARTE HOTEL CORPORATION

1,600,000 SHARES

PROSPECTUS

July  __, 2008

Until ______________, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

SOLARTE HOTEL CORPORATION

PART II

Item 6.

Indemnification of Directors and Officers.

Article 14 of the Memorandum of Association provides as follows:

a.8

Subject to the limitations hereinafter provided the Company shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who:

(a)

is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director of the Company; or

(b)

is or was, at the request of the Company, serving as a director of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise.

a.1

The indemnity in Sub-Regulation 14.1 only applies if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful.

a.2

For the purposes of Sub-Regulation 14.2, a director acts in the best interest of the Company if he acts in the best interests of

(a)

the Company’s holding company; or

(b)

a shareholder or Shareholders of the Company;

in either case, the circumstances specified in Sub-Regulation 9.3 or the Act, as the case may be.

a.1

The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of the Articles, unless a question of law is involved.

a.2

The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful.

a.3

Expenses, including legal fees, incurred by a director in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the director to repay the amount if it shall ultimately be determined that the director is not entitled to be indemnified by the Company in accordance with Sub-Regulation 14.1.

a.4

Expenses, including legal fees, incurred by a director in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the director to repay the amount if it shall ultimately be determined that the director is not entitled to be indemnified by the Company in accordance with Sub-Regulation 14.1 and upon such terms and conditions, if any, as the Company deems appropriate.

a.5

The indemnification and advancement of expenses provided by, or granted pursuant to, this section is not exclusive of any other rights to which the person seeking indemnification or advancement of expenses may be entitled under any agreement, Resolution of Shareholders, resolution of disinterested directors or otherwise, both as to acting in the person’s official capacity and as to acting in another capacity while serving as a director of the Company.

a.6

If a person referred to in Sub-Regulation 14.1 has been successful in defense of any proceedings referred to in Sub-Regulation 14.1, the person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings.

a.7

The Company may purchase and maintain insurance in relation to any person who is or was a director, officer or liquidator of the Company, or who at the request of the Company is or was serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability as provided in the Articles.

At present, there is no pending litigation or proceeding involving a director, officer, employee or agent of Solarte Corporation where indemnification will be required or permitted.  Solarte Corporation is not aware of any threatened litigation or proceeding that may result in a claim for indemnification by any director or officer.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of Solarte Corporation pursuant to the foregoing provisions, or otherwise, Solarte Corporation has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by Solarte Corporation of expenses incurred or paid by a director, officer or controlling person of Solarte Corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Solarte Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 7

Recent Sales of Unregistered Securities.

Solarte Hotel issued 3,000,000 shares  to Esthetics World, comprising the director of the corporation , on incorporation, for cash of $10,000.  No underwriter was involved. The transaction is exempt under section 4(2) of the Securities Act of 1933 as one not involving any public solicitation or public offering and under Section 4(6) as an offering only to accredited investors.

Solarte Hotel issued 100,000 shares at a price of $.20 per share to the JK Advisers Hedge Fund, LLC in May 2008. No underwriter was involved. The transaction is exempt under section 4(2) of the Securities Act of 1933 as one not involving any public solicitation or public offering under Section 4(6) as an offering only to accredited investors.  

Item 8.

Exhibits and Financial Statement Schedules

21.

Agreement and Plan of Reorganization between the Registrant and Solarte Corp., a California corporation ⁽¹⁾

3.

Certificate of Incorporation and Bylaws

3.1.

Memorandum and Articles  of Association ⁽¹⁾

5.

Opinion of Hand & Hand as to legality of securities being registered.⁽¹⁾

10.

Material Contracts

10.1 Purchase Contract for Isla Solarte property.⁽¹⁾

21.

Subsidiaries of the small business issuer-none.

23.

Consents of Experts and Counsel

23.1

Consent of Black Wing Group LLC⁽¹⁾

23.2

Consent of Hand & Hand included in Exhibit 5 hereto

All other Exhibits called for are not applicable to this filing.

(b) Financial Statement Schedules

All schedules are omitted because they are not applicable or because the required information is included in the financial statements or notes thereto.

(1)

Filed herewith.

Item 9.

Undertakings.

(a)

The undersigned registrant hereby undertakes:

(1) File, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");

(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement, and

(iii) Include any additional or changed material information on the plan of distribution.

(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(4) For determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(5) The undersigned registrant issuer hereby undertakes to provide to the underwriters, at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(6) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of  appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(7) For determining any liability under the Securities Act, treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act as part of this registration statement as of the time it was declared effective.

For determining any liability under the Securities Act, treat each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time as the initial bona fide offering thereof.

(8) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Bocas del Toro, Panama on July10, 2008.

SOLARTE HOTEL CORPORATION

By:

/s/ Karen E. Campo

Karen E. Campo,

President of Esthetics World, President

In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 10, 2008.

ESTHETICS WORLD

By: /s/ Karen E. Campo, President

Chief Executive and Financial Officer and director (principal executive, financial and accounting officer)

EX-23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form F-1 of our report dated July 7,  2008, relating to the financial statements of Hotel Solarte Corporation for the period ended June 30, 2008, which appears in such Registration Statement.

/s/ The Blackwing Group LLC

Independence, Missouri

July 10, 2008

EX-10

EX-5

HAND & HAND, a professional corporation

24351 Pasto Road, #B

Dana Point, California 92629

(949) 489 2400

July 10, 2008

Solarte Hotel Corporation

3^rd Street

Bocas del Toro, Panama

Re:Registration Statement on

Form F-1 (the "Registration Statement")

Gentlemen:

You have requested our opinion as to the legality of the issuance by you (the "Corporation") of 1,600,000 shares of common stock ("Shares"), all as further described in the Registration Statement to be filed with the U.S. Securities and Exchange Commission on July 11, 2008.

As your counsel, we have reviewed and examined:

1.

The Memorandum and Articles of Incorporation of the Corporation;

2.

A copy of certain resolutions of the corporation; and

3.

The Registration Statement, as proposed to be filed

In giving our opinion, we have assumed without investigation the authenticity of any document or instrument submitted us as an original, the conformity to the original of any document or instrument submitted to us as a copy, and the genuineness of all signatures on such originals or copies.

Based upon the foregoing, we are of the opinion that the Shares to be offered pursuant to the Registration Statement, if sold as described in the Registration Statement will be legally issued, fully paid and nonassessable.

This opinion opines upon the Companies Act 2004 of the British Virgins Islands including all applicable provisions of the statutory provisions, and reported judicial decisions interpreting those laws. No opinion is expressed herein as to the application of state securities or Blue Sky laws.

We consent to the reference to our firm name in the Prospectus filed as a part of the Registration Statement and the use of our opinion in the Registration Statement.  In giving these consents, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

HAND & HAND

a professional corporation

EX-3

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT, 2004

MEMORANDUM OF ASSOCIATION

OF

HOTEL SOLARTE CORPORATION

A COMPANY LIMITED BY SHARES

1.

DEFINITIONS AND INTERPRETATION

1.1

In this Memorandum of Association and the attached Articles of Association, if not inconsistent with the subject or context:

“Act” means the BVI Business Companies Act, 2004 (No. 16 of 2004) and includes the regulations made under the Act;

“Articles” means the attached Articles of Association of the Company;

“Chairman of the Board” has the meaning specified in Regulation ;

“Distribution” in relation to a distribution by the Company to a Shareholder means the direct or indirect transfer of an asset, other than Shares, to or for the benefit of the Shareholder, or the incurring of a debt to or for the benefit of a Shareholder, in relation to Shares held by a Shareholder, and whether by means of the purchase of an asset, the purchase, redemption or other acquisition of Shares, a transfer of indebtedness or otherwise, and includes a dividend;

“Eligible Person” means individuals, corporations, trusts, the estates of deceased individuals, partnerships and unincorporated associations of persons;

“Memorandum” means this Memorandum of Association of the Company;

“Registrar” means the Registrar of Corporate Affairs appointed under section 229 of the Act;

“Resolution of Directors” means either:

(a)

a resolution approved at a duly convened and constituted meeting of directors of the Company or of a committee of directors of the Company by the affirmative vote of a majority of the directors present at the meeting who voted except that where a director is given more than one vote, he shall be counted by the number of votes he casts for the purpose of establishing a majority; or

(b)

a resolution consented to in writing by all directors or by all members of a committee of directors of the Company, as the case may be;

“Resolution of Shareholders” means either:

(a)

a resolution approved at a duly convened and constituted meeting of the Shareholders of the Company by the affirmative vote of a majority of in excess of 50% of the votes of the Shares entitled to vote thereon which were present at the meeting and were voted; or

(b)

a resolution consented to in writing by a majority of in excess of 50% of the votes of Shares entitled to vote thereon;

“Seal” means any seal which has been duly adopted as the common seal of the Company;

“Securities” means Shares and debt obligations of every kind of the Company, and including without limitation options, warrants and rights to acquire Shares or debt obligations;

“Share” means a share issued or to be issued by the Company;

“Shareholder” means an Eligible Person whose name is entered in the register of members of the Company as the holder of one or more Shares or fractional Shares;

“Treasury Share” means a Share that was previously issued but was repurchased, redeemed or otherwise acquired by the Company and not cancelled; and

“written” or any term of like import includes information generated, sent, received or stored by electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means, including electronic data interchange, electronic mail, telegram, telex or telecopy, and “in writing” shall be construed accordingly.

1.2

In the Memorandum and the Articles, unless the context otherwise requires a reference to:

(a)

a “Regulation” is a reference to a regulation of the Articles;

(b)

a “Clause” is a reference to a clause of the Memorandum;

(c)

voting by Shareholders is a reference to the casting of the votes attached to the Shares held by the Shareholder voting;

(d)

the Act, the Memorandum or the Articles is a reference to the Act or those documents as amended or, in the case of the Act any re-enactment thereof; and

(e)

the singular includes the plural and vice versa.

1.3

Any words or expressions defined in the Act unless the context otherwise requires bear the same meaning in the Memorandum and the Articles unless otherwise defined herein.

1.4

Headings are inserted for convenience only and shall be disregarded in interpreting the Memorandum and the Articles.

2.

NAME

The name of the Company is Solarte Hotel Corporation.

3.

STATUS

The Company is a company limited by shares.

4.

REGISTERED OFFICE AND REGISTERED AGENT

4.1

The first registered office of the Company is at Craigmuir Chambers, Road Town, Tortola, British Virgin Islands, the office of the first registered agent.

4.2

The first registered agent of the Company is Harneys Corporate Services Limited of Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands.

4.3

The Company may by Resolution of Shareholders or by Resolution of Directors change the location of its registered office or change its registered agent.  

4.4

Any change of registered office or registered agent will take effect on the registration by the Registrar of a notice of the change filed by the existing registered agent or a legal practitioner in the British Virgin Islands acting on behalf of the Company.

5.

CAPACITY AND POWERS

5.1

Subject to the Act and any other British Virgin Islands legislation, the Company has, irrespective of corporate benefit:

(a)

full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and

(b)

for the purposes of paragraph (a), full rights, powers and privileges.

5.2

For the purposes of section 9(4) of the Act, there are no limitations on the business that the Company may carry on.

6.

NUMBER AND CLASSES OF SHARES

6.1

Shares in the Company shall be issued in any currency.

6.2

The Company is authorised to issue an unlimited number of common shares and an unlimited number of preferred shares.

6.3

The Company may issue fractional Shares and a fractional Share shall have the corresponding fractional rights, obligations and liabilities of a whole share of the same class or series of shares.

6.4

Shares may be issued in one or more series of Shares as the directors may by Resolution of Directors determine from time to time.

7.

RIGHTS OF SHARES

7.1

Each Share in the Company confers upon the Shareholder:

(a)

the right to one vote at a meeting of the Shareholders or on any Resolution of Shareholders;

(b)

the right to an equal share in any dividend paid by the Company; and

(c)

the right to an equal share in the distribution of the surplus assets of the Company on its liquidation.

7.2

The Company may by Resolution of Directors redeem, purchase or otherwise acquire all or any of the Shares in the Company subject to Regulation  of the Articles.

8.

VARIATION OF RIGHTS

If at any time the Shares are divided into different classes, the rights attached to any class may only be varied, whether or not the Company is in liquidation, with the consent in writing of or by a resolution passed at a meeting by the holders of not less than 50% of the issued Shares in that class.

9.

RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU

The rights conferred upon the holders of the Shares of any class shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.

10.

REGISTERED SHARES

10.1

The Company shall issue registered Shares only.

10.2

The Company is not authorised to issue bearer Shares, convert registered Shares to bearer Shares or exchange registered Shares for bearer Shares.

11.

TRANSFER OF SHARES

11.1

The Company shall, on receipt of an instrument of transfer complying with Sub-Regulation  of the Articles, enter the name of the transferee of a Share in the register of members unless the directors resolve to refuse or delay the registration of the transfer for reasons that shall be specified in a Resolution of Directors.

11.2

The directors may not resolve to refuse or delay the transfer of a Share unless the Shareholder has failed to pay an amount due in respect of the Share.

12.

AMENDMENT OF THE MEMORANDUM AND THE ARTICLES

12.1

Subject to Clause , the Company may amend the Memorandum or the Articles by Resolution of Shareholders or by Resolution of Directors, save that no amendment may be made by Resolution of Directors:

(a)

to restrict the rights or powers of the Shareholders to amend the Memorandum or the Articles;

(b)

to change the percentage of Shareholders required to pass a Resolution of Shareholders to amend the Memorandum or the Articles;

(c)

in circumstances where the Memorandum or the Articles cannot be amended by the Shareholders; or

(d)

to Clauses , ,  or this Clause .

12.2

Any amendment of the Memorandum or the Articles will take effect on the registration by the Registrar of a notice of amendment, or restated Memorandum and Articles, filed by the registered agent.

Signed for HARNEYS CORPORATE SERVICES LIMITED of Craigmuir Chambers, Road Town, Tortola, British Virgin Islands for the purpose of incorporating a BVI Business Company under the laws of the British Virgin Islands on May 28, 2008

Incorporator

…………………………………

Andrew Swapp

HARNEYS CORPORATE SERVICES LIMITED

[ This page has been intentionally left blank ]

- 3 -

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT, 2004

ARTICLES OF ASSOCIATION

OF

SOLARTE HOTEL CORPORATION

A COMPANY LIMITED BY SHARES

1.

REGISTERED SHARES

1.1

Every Shareholder is entitled to a certificate signed by a director or officer of the Company, or any other person authorised by Resolution of Directors, or under the Seal specifying the number of Shares held by him and the signature of the director, officer or authorised person and the Seal may be facsimiles.

1.2

Any Shareholder receiving a certificate shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by any person by virtue of the possession thereof.  If a certificate for Shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by Resolution of Directors.

1.3

If several Eligible Persons are registered as joint holders of any Shares, any one of such Eligible Persons may give an effectual receipt for any Distribution.

2.

SHARES

2.1

Shares and other Securities may be issued at such times, to such Eligible Persons, for such consideration and on such terms as the directors may by Resolution of Directors determine.

2.2

Section 46 of the Act (Pre-emptive rights) does not apply to the Company.

2.3

A Share may be issued for consideration in any form, including money, a promissory note, or other written obligation to contribute money or property, real property, personal property (including goodwill and know-how), services rendered or a contract for future services.

2.4

The consideration for a Share with par value shall not be less than the par value of the Share.  If a Share with par value is issued for consideration less than the par value, the person to whom the Share is issued is liable to pay to the Company an amount equal to the difference between the issue price and the par value.

2.5

No Shares may be issued for a consideration other than money, unless a Resolution of Directors has been passed stating:

(a)

the amount to be credited for the issue of the Shares;

(b)

the determination of the directors of the reasonable present cash value of the non-money consideration for the issue; and

(c)

that, in the opinion of the directors, the present cash value of the non-money consideration for the issue is not less than the amount to be credited for the issue of the Shares.

2.6

The consideration paid for any Share, whether a par value Share or a no par value Share shall not be treated as a liability or debt of the Company for the purposes of

(a)

the solvency test in Regulations  and ; and

(b)

sections 197 and 209 of the Act.

2.7

The Company shall keep a register (the “register of members”) containing:

(a)

the names and addresses of the Eligible Persons who hold Shares;

(b)

the number of each class and series of Shares held by each Shareholder;

(c)

the date on which the name of each Shareholder was entered in the register of members; and

(d)

the date on which any Eligible Person ceased to be a Shareholder.

2.8

The register of members may be in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents.  Until the directors otherwise determine, the magnetic, electronic or other data storage form shall be the original register of members.

2.9

A Share is deemed to be issued when the name of the Shareholder is entered in the register of members.

3.

REDEMPTION OF SHARES AND TREASURY SHARES

3.1

The Company may purchase, redeem or otherwise acquire and hold its own Shares save that the Company may not purchase, redeem or otherwise acquire its own Shares without the consent of Shareholders whose Shares are to be purchased, redeemed or otherwise acquired unless the Company is permitted by the Act or any other provision in the Memorandum or Articles to purchase, redeem or otherwise acquire the Shares without their consent.

3.2

The Company may only offer to purchase, redeem or otherwise acquire Shares if the Resolution of Directors authorising the purchase, redemption or other acquisition contains a statement that the directors are satisfied, on reasonable grounds, that immediately after the acquisition the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.

3.3

Sections 60 (Process for acquisition of own shares), 61 (Offer to one or more shareholders) and 62 (Shares redeemed otherwise than at the option of company) of the Act shall not apply to the Company.

3.4

Shares that the Company purchases, redeems or otherwise acquires pursuant to this Regulation may be cancelled or held as Treasury Shares except to the extent that such Shares are in excess of 50% of the issued Shares in which case they shall be cancelled but they shall be available for reissue.

3.5

All rights and obligations attaching to a Treasury Share are suspended and shall not be exercised by the Company while it holds the Share as a Treasury Share.

3.6

Treasury Shares may be transferred by the Company on such terms and conditions (not otherwise inconsistent with the Memorandum and the Articles) as the Company may by Resolution of Directors determine.

3.7

Where Shares are held by another body corporate of which the Company holds, directly or indirectly, shares having more than 50% of the votes in the election of directors of the other body corporate, all rights and obligations attaching to the Shares held by the other body corporate are suspended and shall not be exercised by the other body corporate.

4.

MORTGAGES AND CHARGES OF SHARES

4.1

Shareholders may mortgage or charge their Shares.  

4.2

There shall be entered in the register of members at the written request of the Shareholder:

(a)

a statement that the Shares held by him are mortgaged or charged;

(b)

the name of the mortgagee or chargee; and

(c)

the date on which the particulars specified in subparagraphs (a) and (b) are entered in the register of members.

4.3

Where particulars of a mortgage or charge are entered in the register of members, such particulars may be cancelled:

(a)

with the written consent of the named mortgagee or chargee or anyone authorised to act on his behalf; or

(b)

upon evidence satisfactory to the directors of the discharge of the liability secured by the mortgage or charge and the issue of such indemnities as the directors shall consider necessary or desirable.

4.4

Whilst particulars of a mortgage or charge over Shares are entered in the register of members pursuant to this Regulation:

(a)

no transfer of any Share the subject of those particulars shall be effected;

(b)

the Company may not purchase, redeem or otherwise acquire any such Share; and

(c)

no replacement certificate shall be issued in respect of such Shares,

without the written consent of the named mortgagee or chargee.

5.

FORFEITURE

5.1

Shares that are not fully paid on issue are subject to the forfeiture provisions set forth in this Regulation and for this purpose Shares issued for a promissory note, other written obligation to contribute money or property or a contract for future services are deemed to be not fully paid.

5.2

A written notice of call specifying the date for payment to be made shall be served on the Shareholder who defaults in making payment in respect of the Shares.

5.3

The written notice of call referred to in Sub-Regulation  shall name a further date not earlier than the expiration of 14 days from the date of service of the notice on or before which the payment required by the notice is to be made and shall contain a statement that in the event of non-payment at or before the time named in the notice the Shares, or any of them, in respect of which payment is not made will be liable to be forfeited.

5.4

Where a written notice of call has been issued pursuant to Sub-Regulation  and the requirements of the notice have not been complied with, the directors may, at any time before tender of payment, forfeit and cancel the Shares to which the notice relates.

5.5

The Company is under no obligation to refund any moneys to the Shareholder whose Shares have been cancelled pursuant to Sub-Regulation  and that Shareholder shall be discharged from any further obligation to the Company.

6.

TRANSFER OF SHARES

6.1

Shares may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, which shall be sent to the Company for registration.

6.2

The transfer of a Share is effective when the name of the transferee is entered on the register of members.

6.3

If the directors of the Company are satisfied that an instrument of transfer relating to Shares has been signed but that the instrument has been lost or destroyed, they may resolve by Resolution of Directors:

(a)

to accept such evidence of the transfer of Shares as they consider appropriate; and

(b)

that the transferee’s name should be entered in the register of members notwithstanding the absence of the instrument of transfer.

6.4

Subject to the Memorandum, the personal representative of a deceased Shareholder may transfer a Share even though the personal representative is not a Shareholder at the time of the transfer.

7.

MEETINGS AND CONSENTS OF SHAREHOLDERS

7.1

Any director of the Company may convene meetings of the Shareholders at such times and in such manner and places within or outside the British Virgin Islands as the director considers necessary or desirable.

7.2

Upon the written request of Shareholders entitled to exercise 30% or more of the voting rights in respect of the matter for which the meeting is requested the directors shall convene a meeting of Shareholders.

7.3

The director convening a meeting shall give not less than 7 days’ notice of a meeting of Shareholders to:

(a)

those Shareholders whose names on the date the notice is given appear as Shareholders in the register of members of the Company and are entitled to vote at the meeting; and

(b)

the other directors.

7.4

The director convening a meeting of Shareholders may fix as the record date for determining those Shareholders that are entitled to vote at the meeting the date notice is given of the meeting, or such other date as may be specified in the notice, being a date not earlier than the date of the notice.

7.5

A meeting of Shareholders held in contravention of the requirement to give notice is valid if Shareholders holding at least 90% of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a Shareholder at the meeting shall constitute waiver in relation to all the Shares which that Shareholder holds.

7.6

The inadvertent failure of a director who convenes a meeting to give notice of a meeting to a Shareholder or another director, or the fact that a Shareholder or another director has not received notice, does not invalidate the meeting.

7.7

A Shareholder may be represented at a meeting of Shareholders by a proxy who may speak and vote on behalf of the Shareholder.

7.8

The instrument appointing a proxy shall be produced at the place designated for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote.  The notice of the meeting may specify an alternative or additional place or time at which the proxy shall be presented.

7.9

The instrument appointing a proxy shall be in substantially the following form or such other form as the chairman of the meeting shall accept as properly evidencing the wishes of the Shareholder appointing the proxy.

[ COMPANY NAME ]

I/We being a Shareholder of the above Company HEREBY APPOINT …………
………………… of …………………………… or failing him ………..………………
of ………………………..…… to be my/our proxy to vote for me/us at the meeting
of Shareholders to be held on the …… day of …………..…………, 20…… and at any
adjournment thereof.

(Any restrictions on voting to be inserted here.)

Signed this …… day of …………..…………, 20……

……………………………

Shareholder

7.10

The following applies where Shares are jointly owned:

(a)

if two or more persons hold Shares jointly each of them may be present in person or by proxy at a meeting of Shareholders and may speak as a Shareholder;

(b)

if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners; and

(c)

if two or more of the joint owners are present in person or by proxy they must vote as one.

7.11

A Shareholder shall be deemed to be present at a meeting of Shareholders if he participates by telephone or other electronic means and all Shareholders participating in the meeting are able to hear each other.

7.12

A meeting of Shareholders is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than 50% of the votes of the Shares entitled to vote on Resolutions of Shareholders to be considered at the meeting.  A quorum may comprise a single Shareholder or proxy and then such person may pass a Resolution of Shareholders and a certificate signed by such person accompanied where such person be a proxy by a copy of the proxy instrument shall constitute a valid Resolution of Shareholders.

7.13

If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved; in any other case it shall stand adjourned to the next business day in the jurisdiction in which the meeting was to have been held at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the Shares or each class or series of Shares entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved.

7.14

At every meeting of Shareholders, the Chairman of the Board shall preside as chairman of the meeting.  If there is no Chairman of the Board or if the Chairman of the Board is not present at the meeting, the Shareholders present shall choose one of their number to be the chairman.  If the Shareholders are unable to choose a chairman for any reason, then the person representing the greatest number of voting Shares present in person or by proxy at the meeting shall preside as chairman failing which the oldest individual Shareholder or representative of a Shareholder present shall take the chair.

7.15

The chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

7.16

At any meeting of the Shareholders the chairman is responsible for deciding in such manner as he considers appropriate whether any resolution proposed has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes of the meeting.  If the chairman has any doubt as to the outcome of the vote on a proposed resolution, he shall cause a poll to be taken of all votes cast upon such resolution.  If the chairman fails to take a poll then any Shareholder present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall cause a poll to be taken.  If a poll is taken at any meeting, the result shall be announced to the meeting and recorded in the minutes of the meeting.

7.17

Subject to the specific provisions contained in this Regulation for the appointment of representatives of Eligible Persons other than individuals the right of any individual to speak for or represent a Shareholder shall be determined by the law of the jurisdiction where, and by the documents by which, the Eligible Person is constituted or derives its existence.  In case of doubt, the directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule, the directors may rely and act upon such advice without incurring any liability to any Shareholder or the Company.

7.18

Any Eligible Person other than an individual which is a Shareholder may by resolution of its directors or other governing body authorise such individual as it thinks fit to act as its representative at any meeting of Shareholders or of any class of Shareholders, and the individual so authorised shall be entitled to exercise the same rights on behalf of the Shareholder which he represents as that Shareholder could exercise if it were an individual.

7.19

The chairman of any meeting at which a vote is cast by proxy or on behalf of any Eligible Person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such Eligible Person shall be disregarded.

7.20

Directors of the Company may attend and speak at any meeting of Shareholders and at any separate meeting of the holders of any class or series of Shares.

7.21

An action that may be taken by the Shareholders at a meeting may also be taken by a resolution consented to in writing, without the need for any notice, but if any Resolution of Shareholders is adopted otherwise than by the unanimous written consent of all Shareholders, a copy of such resolution shall forthwith be sent to all Shareholders not consenting to such resolution.  The consent may be in the form of counterparts, each counterpart being signed by one or more Shareholders.  If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the earliest date upon which Shareholders holding a sufficient number of votes of Shares to constitute a Resolution of Shareholders have consented to the resolution by signed counterparts.

8.

DIRECTORS

8.1

The first directors of the Company shall be appointed by the first registered agent within 6 months of the date of incorporation of the Company; and thereafter, the directors shall be elected by Resolution of Shareholders or by Resolution of Directors.

8.2

No person shall be appointed as a director, or nominated as a reserve director, of the Company unless he has consented in writing to be a director or to be nominated as a reserve director.

8.3

Subject to Sub-Regulation , the minimum number of directors shall be one and there shall be no maximum number.

8.4

Each director holds office for the term, if any, fixed by the Resolution of Shareholders or the Resolution of Directors appointing him, or until his earlier death, resignation or removal.  If no term is fixed on the appointment of a director, the director serves indefinitely until his earlier death, resignation or removal.

8.5

A director may be removed from office,

(a)

with or without cause, by Resolution of Shareholders passed at a meeting of Shareholders called for the purposes of removing the director or for purposes including the removal of the director or by a written resolution passed by at least 75% of the Shareholders of the Company entitled to vote; or

(b)

with cause, by Resolution of Directors passed at a meeting of directors called for the purpose of removing the director or for purposes including the removal of the director.

8.6

A director may resign his office by giving written notice of his resignation to the Company and the resignation has effect from the date the notice is received by the Company or from such later date as may be specified in the notice.  A director shall resign forthwith as a director if he is, or becomes, disqualified from acting as a director under the Act.

8.7

The directors may at any time appoint any person to be a director either to fill a vacancy or as an addition to the existing directors.  Where the directors appoint a person as director to fill a vacancy, the term shall not exceed the term that remained when the person who has ceased to be a director ceased to hold office.

8.8

A vacancy in relation to directors occurs if a director dies or otherwise ceases to hold office prior to the expiration of his term of office.

8.9

Where the Company only has one Shareholder who is an individual and that Shareholder is also the sole director of the Company, the sole Shareholder/director may, by instrument in writing, nominate a person who is not disqualified from being a director of the Company as a reserve director of the Company to act in the place of the sole director in the event of his death.

8.10

The nomination of a person as a reserve director of the Company ceases to have effect if:

(a)

before the death of the sole Shareholder/director who nominated him,

(i)

he resigns as reserve director, or

(ii)

the sole Shareholder/director revokes the nomination in writing; or

(b)

the sole Shareholder/director who nominated him ceases to be able to be the sole Shareholder/director of the Company for any reason other than his death.

8.11

The Company shall keep a register of directors containing:

(a)

the names and addresses of the persons who are directors of the Company or who have been nominated as reserve directors of the Company;

(b)

the date on which each person whose name is entered in the register was appointed as a director, or nominated as a reserve director, of the Company;

(c)

the date on which each person named as a director ceased to be a director of the Company;

(d)

the date on which the nomination of any person nominated as a reserve director ceased to have effect; and

(e)

such other information as may be prescribed by the Act.

8.12

The register of directors may be kept in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents.  Until a Resolution of Directors determining otherwise is passed, the magnetic, electronic or other data storage shall be the original register of directors.

8.13

The directors may, by Resolution of Directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company.

8.14

A director is not required to hold a Share as a qualification to office.

9.

POWERS OF DIRECTORS

9.1

The business and affairs of the Company shall be managed by, or under the direction or supervision of, the directors of the Company.  The directors of the Company have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company.  The directors may pay all expenses incurred preliminary to and in connection with the incorporation of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or the Articles required to be exercised by the Shareholders.

9.2

Each director shall exercise his powers for a proper purpose and shall not act or agree to the Company acting in a manner that contravenes the Memorandum, the Articles or the Act.  Each director, in exercising his powers or performing his duties, shall act honestly and in good faith in what the director believes to be the best interests of the Company.

9.3

If the Company is the wholly owned subsidiary of a holding company, a director of the Company may, when exercising powers or performing duties as a director, act in a manner which he believes is in the best interests of the holding company even though it may not be in the best interests of the Company.

9.4

Any director which is a body corporate may appoint any individual as its duly authorised representative for the purpose of representing it at meetings of the directors, with respect to the signing of consents or otherwise.

9.5

The continuing directors may act notwithstanding any vacancy in their body.

9.6

The directors may by Resolution of Directors exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party.

9.7

All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by Resolution of Directors.

9.8

For the purposes of Section 175 (Disposition of assets) of the Act, the directors may by Resolution of Directors determine that any sale, transfer, lease, exchange or other disposition is in the usual or regular course of the business carried on by the Company and such determination is, in the absence of fraud, conclusive.

10.

PROCEEDINGS OF DIRECTORS

10.1

Any one director of the Company may call a meeting of the directors by sending a written notice to each other director.

10.2

The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the directors may determine to be necessary or desirable.

10.3

A director is deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other.

10.4

A director shall be given not less than 3 days’ notice of meetings of directors, but a meeting of directors held without 3 days’ notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose the presence of a director at a meeting shall constitute waiver by that director.  The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting.

10.5

A director may by a written instrument appoint an alternate who need not be a director and the alternate shall be entitled to attend meetings in the absence of the director who appointed him and to vote in place of the director until the appointment lapses or is terminated.

10.6

A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one-half of the total number of directors, unless there are only 2 directors in which case the quorum is 2.

10.7

If the Company has only one director the provisions herein contained for meetings of directors do not apply and such sole director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum or the Articles required to be exercised by the Shareholders.  In lieu of minutes of a meeting the sole director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors.  Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes.

10.8

At meetings of directors at which the Chairman of the Board is present, he shall preside as chairman of the meeting.  If there is no Chairman of the Board or if the Chairman of the Board is not present, the directors present shall choose one of their number to be chairman of the meeting.

10.9

An action that may be taken by the directors or a committee of directors at a meeting may also be taken by a Resolution of Directors or a resolution of a committee of directors consented to in writing by all directors or by all members of the committee, as the case may be, without the need for any notice.  The consent may be in the form of counterparts each counterpart being signed by one or more directors.  If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the date upon which the last director has consented to the resolution by signed counterparts.

11.

COMMITTEES

11.1

The directors may, by Resolution of Directors, designate one or more committees, each consisting of one or more directors, and delegate one or more of their powers, including the power to affix the Seal, to the committee.

11.2

The directors have no power to delegate to a committee of directors any of the following powers:

(a)

to amend the Memorandum or the Articles;

(b)

to designate committees of directors;

(c)

to delegate powers to a committee of directors;

(d)

to appoint or remove directors;

(e)

to appoint or remove an agent;

(f)

to approve a plan of merger, consolidation or arrangement;

(g)

to make a declaration of solvency or to approve a liquidation plan; or

(h)

to make a determination that immediately after a proposed Distribution the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.

11.3

Sub-Regulation  and  do not prevent a committee of directors, where authorised by the Resolution of Directors appointing such committee or by a subsequent Resolution of Directors, from appointing a sub-committee and delegating powers exercisable by the committee to the sub-committee.

11.4

The meetings and proceedings of each committee of directors consisting of 2 or more directors shall be governed mutatis mutandis by the provisions of the Articles regulating the proceedings of directors so far as the same are not superseded by any provisions in the Resolution of Directors establishing the committee.

11.5

Where the directors delegate their powers to a committee of directors they remain responsible for the exercise of that power by the committee, unless they believed on reasonable grounds at all times before the exercise of the power that the committee would exercise the power in conformity with the duties imposed on directors of the Company under the Act.

12.

OFFICERS AND AGENTS

12.1

The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient.  Such officers may consist of a Chairman of the Board of Directors, a president and one or more vice-presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary or expedient.  Any number of offices may be held by the same person.

12.2

The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors.  In the absence of any specific prescription of duties it shall be the responsibility of the Chairman of the Board to preside at meetings of directors and Shareholders, the president to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the president but otherwise to perform such duties as may be delegated to them by the president, the secretaries to maintain the register of members, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company.

12.3

The emoluments of all officers shall be fixed by Resolution of Directors.

12.4

The officers of the Company shall hold office until their successors are duly appointed, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by Resolution of Directors.  Any vacancy occurring in any office of the Company may be filled by Resolution of Directors.

12.5

The directors may, by Resolution of Directors, appoint any person, including a person who is a director, to be an agent of the Company.  

12.6

An agent of the Company shall have such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in the Articles or in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the following:

(a)

to amend the Memorandum or the Articles;

(b)

to change the registered office or agent;

(c)

to designate committees of directors;

(d)

to delegate powers to a committee of directors;

(e)

to appoint or remove directors;

(f)

to appoint or remove an agent;

(g)

to fix emoluments of directors;

(h)

to approve a plan of merger, consolidation or arrangement;

(i)

to make a declaration of solvency or to approve a liquidation plan;

(j)

to make a determination that immediately after a proposed Distribution the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due; or

(k)

to authorise the Company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands.

12.7

The Resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company.  

12.8

The directors may remove an agent appointed by the Company and may revoke or vary a power conferred on him.

13.

CONFLICT OF INTERESTS

13.1

A director of the Company shall, forthwith after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose the interest to all other directors of the Company.

13.2

For the purposes of Sub-Regulation , a disclosure to all other directors to the effect that a director is a member, director or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry into the transaction or disclosure of the interest, be entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction.

13.3

A director of the Company who is interested in a transaction entered into or to be entered into by the Company may:

(a)

vote on a matter relating to the transaction;

(b)

attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and

(c)

sign a document on behalf of the Company, or do any other thing in his capacity as a director, that relates to the transaction,

and, subject to compliance with the Act shall not, by reason of his office be accountable to the Company for any benefit which he derives from such transaction and no such transaction shall be liable to be avoided on the grounds of any such interest or benefit.

14.

INDEMNIFICATION

14.1

Subject to the limitations hereinafter provided the Company shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who:

(a)

is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director of the Company; or

(b)

is or was, at the request of the Company, serving as a director of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise.

14.2

The indemnity in Sub-Regulation  only applies if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful.

14.3

For the purposes of Sub-Regulation , a director acts in the best interests of the Company if he acts in the best interests of

(a)

the Company’s holding company; or

(b)

a Shareholder or Shareholders of the Company;

in either case, in the circumstances specified in Sub-Regulation  or the Act, as the case may be.

14.4

The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of the Articles, unless a question of law is involved.

14.5

The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful.

14.6

Expenses, including legal fees, incurred by a director in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the director to repay the amount if it shall ultimately be determined that the director is not entitled to be indemnified by the Company in accordance with Sub-Regulation .

14.7

Expenses, including legal fees, incurred by a former director in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the former director to repay the amount if it shall ultimately be determined that the former director is not entitled to be indemnified by the Company in accordance with Sub-Regulation  and upon such terms and conditions, if any, as the Company deems appropriate.

14.8

The indemnification and advancement of expenses provided by, or granted pursuant to, this section is not exclusive of any other rights to which the person seeking indemnification or advancement of expenses may be entitled under any agreement, Resolution of Shareholders, resolution of disinterested directors or otherwise, both as to acting in the person’s official capacity and as to acting in another capacity while serving as a director of the Company.

14.9

If a person referred to in Sub-Regulation  has been successful in defence of any proceedings referred to in Sub-Regulation , the person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings.

14.10

The Company may purchase and maintain insurance in relation to any person who is or was a director, officer or liquidator of the Company, or who at the request of the Company is or was serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability as provided in the Articles.

15.

RECORDS

15.1

The Company shall keep the following documents at the office of its registered agent:

(a)

the Memorandum and the Articles;

(b)

the register of members, or a copy of the register of members;

(c)

the register of directors, or a copy of the register of directors; and

(d)

copies of all notices and other documents filed by the Company with the Registrar of Corporate Affairs in the previous 10 years.

15.2

Until the directors determine otherwise by Resolution of Directors the Company shall keep the original register of members and original register of directors at the office of its registered agent.

15.3

If the Company maintains only a copy of the register of members or a copy of the register of directors at the office of its registered agent, it shall:

(a)

within 15 days of any change in either register, notify the registered agent in writing of the change; and

(b)

provide the registered agent with a written record of the physical address of the place or places at which the original register of members or the original register of directors is kept.

15.4

The Company shall keep the following records at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the directors may determine:

(a)

minutes of meetings and Resolutions of Shareholders and classes of Shareholders; and

(b)

minutes of meetings and Resolutions of Directors and committees of directors.

15.5

Where any original records referred to in this Regulation are maintained other than at the office of the registered agent of the Company, and the place at which the original records is changed, the Company shall provide the registered agent with the physical address of the new location of the records of the Company within 14 days of the change of location.

15.6

The records kept by the Company under this Regulation shall be in written form or either wholly or partly as electronic records complying with the requirements of the Electronic Transactions Act, 2001 (No. 5 of 2001) as from time to time amended or re-enacted.

16.

REGISTER OF CHARGES

The Company shall maintain at the office of its registered agent a register of charges in which there shall be entered the following particulars regarding each mortgage, charge and other encumbrance created by the Company:

(a)

the date of creation of the charge;

(b)

a short description of the liability secured by the charge;

(c)

a short description of the property charged;

(d)

the name and address of the trustee for the security or, if there is no such trustee, the name and address of the chargee;

(e)

unless the charge is a security to bearer, the name and address of the holder of the charge; and

(f)

details of any prohibition or restriction contained in the instrument creating the charge on the power of the Company to create any future charge ranking in priority to or equally with the charge.

17.

SEAL

The Company shall have a Seal an impression of which shall be kept at the office of the registered agent of the Company.  The Company may have more than one Seal and references herein to the Seal shall be references to every Seal which shall have been duly adopted by Resolution of Directors.  The directors shall provide for the safe custody of the Seal and for an imprint thereof to be kept at the registered office.  Except as otherwise expressly provided herein the Seal when affixed to any written instrument shall be witnessed and attested to by the signature of any one director or other person so authorised from time to time by Resolution of Directors.  Such authorisation may be before or after the Seal is affixed, may be general or specific and may refer to any number of sealings.  The direct ors may provide for a facsimile of the Seal and of the signature of any director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been attested to as hereinbefore described.

18.

DISTRIBUTIONS BY WAY OF DIVIDEND

18.1

The directors of the Company may, by Resolution of Directors, authorise a Distribution by way of dividend at a time and of an amount they think fit if they are satisfied, on reasonable grounds, that, immediately after the Distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.

18.2

Dividends may be paid in money, shares, or other property.

18.3

Notice of any dividend that may have been declared shall be given to each Shareholder as specified in Sub-Regulation  and all dividends unclaimed for 3 years after having been declared may be forfeited by Resolution of Directors for the benefit of the Company.

18.4

No dividend shall bear interest as against the Company and no dividend shall be paid on Treasury Shares.

19.

ACCOUNTS AND AUDIT

19.1

The Company shall keep records that are sufficient to show and explain the Company’s transactions and that will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.

19.2

The Company may by Resolution of Shareholders call for the directors to prepare periodically and make available a profit and loss account and a balance sheet.  The profit and loss account and balance sheet shall be drawn up so as to give respectively a true and fair view of the profit and loss of the Company for a financial period and a true and fair view of the assets and liabilities of the Company as at the end of a financial period.

19.3

The Company may by Resolution of Shareholders call for the accounts to be examined by auditors.

19.4

The first auditors shall be appointed by Resolution of Directors; subsequent auditors shall be appointed by Resolution of Shareholders or by Resolution of Directors.

19.5

The auditors may be Shareholders, but no director or other officer shall be eligible to be an auditor of the Company during their continuance in office.

19.6

The remuneration of the auditors of the Company may be fixed by Resolution of Directors.

19.7

The auditors shall examine each profit and loss account and balance sheet required to be laid before a meeting of the Shareholders or otherwise given to Shareholders and shall state in a written report whether or not:

(a)

in their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit and loss for the period covered by the accounts, and of the assets and liabilities of the Company at the end of that period; and

(b)

all the information and explanations required by the auditors have been obtained.

19.8

The report of the auditors shall be annexed to the accounts and shall be read at the meeting of Shareholders at which the accounts are laid before the Company or shall be otherwise given to the Shareholders.

19.9

Every auditor of the Company shall have a right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the directors and officers of the Company such information and explanations as he thinks necessary for the performance of the duties of the auditors.

19.10

The auditors of the Company shall be entitled to receive notice of, and to attend any meetings of Shareholders at which the Company’s profit and loss account and balance sheet are to be presented.

20.

NOTICES

20.1

Any notice, information or written statement to be given by the Company to Shareholders may be given by personal service or by mail addressed to each Shareholder at the address shown in the register of members.

20.2

Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company.

20.3

Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was delivered to the registered office or the registered agent of the Company or that it was mailed in such time as to admit to its being delivered to the registered office or the registered agent of the Company in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage was prepaid.

21.

VOLUNTARY LIQUIDATION

The Company may by Resolution of Shareholders or by Resolution of Directors appoint a voluntary liquidator.

22.

CONTINUATION

The Company may by Resolution of Shareholders or by a resolution passed unanimously by all directors of the Company continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws.

Signed for HARNEYS CORPORATE SERVICES LIMITED of Craigmuir Chambers, Road Town, Tortola, British Virgin Islands for the purpose of incorporating a BVI Business Company under the laws of the British Virgin Islands on May 28, 2008:

Incorporator

Andrew Swapp

…………………………………

Authorised Signatory

HARNEYS CORPORATE SERVICES LIMITED