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<FILENAME>ex3_3-23236.txt

<DESCRIPTION>BY-LAWS

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                                     By-Laws

                                       OF



                                 Vitatonics Corp

                              A NEVADA CORPORATION







                                    Article I

                                Corporate Offices



     The principal office of the corporation shall be located at 428-755 Barrard

Steet,  Vancouver  B.C.  Canada  V6Z 1X6.  The  corporation  may have such other

offices,  either  within or without the State of  incorporation  as the board of

diretors may  designate or as the business of the  corporation  may from time to

time require.





                                   Article II

                             SHAREHOLDERS' MEETINGS



Section 1. Place of Meetings



     The directors  may designate any place,  either within or without the State

unless otherwise  prescribed by statute,  as the place of meeting for any annual

meeting or for any special  meeting called by the directors.  A waiver of notice

signed by all  stockholders  entitled  to vote at a meeting  may  designate  any

place,  either  within or  without  the State  unless  otherwise  prescribed  by

statute, as the place for holding such meeting. If no designation is made, or if

a  special  meeting  be  otherwise  called,  the place of  meeting  shall be the

principal office of the corporation.



Section 2. Annual Meetings



     The annual meeting of the shareholders shall be held on or about the second

Day of June in each year,  if not a holiday,  at Ten o'clock A.M., at which time

the shareholders shall elect a Board of Directors and transacat any other proper

business. If this date falls on a holiday, then the meeting shall be held on the

following bnsiness day at the same hour.



Section 3. Special Meetings



     Special meetings of the  shareholders  may be called by the President,  the

Board of  Directors,  by the  holders of at least ten  percent of all the shares

entitled  to vote at the  proposed  special  meeting,  or such  other  person or

persons  as may be  authorized  in the  Articles  of  Incorporation.  Notices of

Meetings



Section 4. Notices of Meetings



     Written or printed  notice  stating the place,  day and hour of the meeting

and, in the case of a special  meeting,  the  purpose or purposes  for which the

meeting is called,  shall be delivered not less than ten (10) days nor more than

twenty (20) days before the date of the meeting,  either  personally or by mail,

by the  direction  of the  president,  or  secretary,  or the officer or persons

calling the meeting. If mailed, such notice shall be deemed to be delivered when

deposited in the





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                                                                 Vitatonics Corp

                                                                 BY-LAWS page 2



United States mail, addressed to the stockholder at his address as it appears on

the stock transfer books of the corporation, with postage thereon prepaid.



Section 5. Closing of Transfer Books or Fixing Record Date.



     For the  purpose of  determining  stockholders  entitled to notice of or to

vote at any meeting of stockholders or any adjournment  thereof, or stockholders

entitled to receive payment of any dividend, or in order to make a determination

of stockholders  for any other proper purpose,  the directors of the corporation

may provide that the stock  transfer  books shall be closed for a stated  period

but not to exceed,  in any case twenty (20) days. If the stock transfer books be

closed for the purpose of determining stockholders entitled to notice or to vote

at a meeting of  stockholders,  such books  shall be closed for at least  twenty

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