BYLAWS

                               OF

                     Blue Star Coffee, Inc.



                            ARTICLE I



                          STOCKHOLDERS



     Section  1.01   Annual Meeting.  The annual meeting  of  the

stockholders of the corporation shall be held on such date and at

such  time  as  designated from time to time for the  purpose  or

electing  directors  of  the  corporation  and  to  transact  all

business  as  may  properly  come before  the  meeting.   If  the

election  of  the  directors is not held on  the  day  designated

herein  for  any annual meeting of the stockholders,  or  at  any

adjournment thereof, the president shall cause the election to be

held  at a special meeting of the stockholders as soon thereafter

as is convenient.



     Section  1.02    Special Meeting.  Special meetings  of  the

stockholders  may  be called by the president  or  the  Board  of

Directors  and  shall be called by the president at  the  written

request  of  the holders of not less than 51% of the  issued  and

outstanding   voting  shares  of  the  capital   stock   of   the

corporation.   All  business lawfully to  be  transacted  by  the

stockholders may be transacted at any special meeting or  at  any

adjournment thereof.  However, no business shall be acted upon at

a  special meeting except that referred to in the notice  calling

the  meeting, unless all of the outstanding capital stock of  the

corporation  is represented either in person or in proxy.   Where

all  of the capital stock is represented, any lawful business may

be transacted and the meeting shall be valid for all purposes.



     Section  1.03    Place  of Meetings.   Any  meeting  of  the

stockholders  of  the corporation may be held  at  its  principal

office in the State of Nevada or at such other place in or out of

the  United  States as the Board of Directors may  designate.   A

waiver of notice signed by the Stockholders entitled to vote  may

designate any place for the holding of the meeting.



     Section 1.04   Notice of Meetings.



     (a)   The secretary shall sign and deliver to all stockholders

           of record written or printed notice of any meeting at

           least ten (10) days, but not more than sixty (60) days,

           before the date of such meeting; which notice shall state

           the place, date, and time of the meeting, the general

           nature of the business to be transacted, and, in the case

           of any meeting at which directors are to be elected, the

           names of the nominees, if any, to be presented for

           election.



     (b)   In the case of any meeting, any proper business may be

           presented for action, except the following items shall be

           valid only if the general nature of the proposal is stated

           in the notice or written waiver of notice:



       (1)  Action with respect to any contract or transaction between

            the corporation and one or more of its directors or officers

            or another firm, association, or corporation in which one

            of its directors or officers has a material financial

            interest;



       (2)  Adoption of amendments to the Articles of Incorporation;



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       (3)  Action  with  respect  to the merger,  consolidation,

            reorganization, partial or complete liquidation, or

            dissolution of the corporation.



     (c)  The notice shall be personally delivered or mailed by first

          class mail to each stockholder of record at the last known

          address thereof, as the same appears on the books  of  the

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