BYLAWS

                               OF



                     NEVER MISS A CALL, INC.





ARTICLE 1.

OFFICERS



1.1	Business Office



The principal business office ("principal office") of the corporation

shall be located at any place either within or without the state of Nevada

as designated in the corporation's most current Annual Report filed with

the Nevada Secretary of State.  The corporation may have such other

offices, either within or without the State of Nevada, as the Board of

Directors may designate or as the business of the corporation may require

from time to time.  The corporation shall maintain at its principal office

a copy of certain records, as specified in Section 2.14 of Article 2.



1.2	Registered Office



The registered office of the corporation shall be located within

Nevada and may be, but need not be, identical with the principal office,

provided the principal office is located within Nevada.  The address of the

registered office may be changed from time to time by the Board of

Directors.





ARTICLE 2.

SHAREHOLDERS



2.1	Annual Sharholder Meeting



The annual meeting of the shareholders shall be held in January of each year,

or at a date and time fixed by the board of directors, for the purpose of

electing directors and for the transaction of such other business as may come

before the meeting.  If the day fixed for the annual meeting shall be a legal

holiday in the State of Nevada, such meeting shall be held on the next

succeeding business day.



	If the election of directors shall not be held on the day designated

herein for any annual meeting of the shareholders, or at any subsequent

continuation after adjournment thereof, the Board of Directors shall cause

the election to be held at a special meeting of the shareholders asified mail

om that shown in the corporation's current record of shareholders.



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2.4	Notice of Shareholder Meetings



(a)	Required Notice Written notice stating the place, day and hour of any

annual or special shareholder meeting shall be delivered not less than 10 nor

more than 60 days before the date of the meeting, either personally or by

mail, by or at the direction of the president, the Board of Directors, or

other persons calling the meeting, to each shareholder of record entitled to

vote at such meeting and to any other shareholder entitled by the laws of the

State of Nevada governing corporations (the "Act") or the Articles of

Incorporation to receive notice of the meeting.  Notice shall be deemed to be

effective at the earlier of:	(1) When deposited in the United States mail,

addressed to the shareholder at his address as it appears on the stock

transfer books of the corporation, with postage thereon prepaid; (2) on the

date shown on the return receipt if sent by registered or certified mail,

return receipt requested, and the receipt if signed by or on behalf of the

addressee; (3) when received; or (4) 5 days after deposit in the United

States mail, if mailed postpaid and correctly addressed to an address,

provided in writing by the shareholder, which is different from that shown

in the corporation's current record of shareholders.



   (b)  Adjourned Meeting.  If any shareholder meeting is adjourned to a

different date, time or place, notice need not be given of the new date,

time and place if the new date, time and place is announced at the meeting

before adjournment.  But if a new record date for the adjourned meeting is,

or must be fixed (see Section 2.5 of this Article 2), then notice must be

given pursuant to the requirements of paragraph (a) of this Section 2.4, to

those persons who are shareholders as of the new record date.



   (c)  Waiver of Notice.  A shareholder may waive notice of the meeting

(or any notice required by the Act, Articles of Incorporation or Bylaws), by

a writing signed by the shareholder entitled to the notice, which is

delivered to the corporation (either before or after the date and time stated

in the notice) for inclusion in the minutes of filing with the corporate

records.



     A shareholder's attendance at a meeting:



     (i) waives objection to lack of notice or defective notice of the

      meeting unless the shareholder, at the beginning of the meeting,

      objects to holding the meeting or transacting business at the meeting;

      and



     (ii)  waives objection to consideration of a particular matter at the

      meeting that is not within the purposes or purpose described in the

      meeting notice, unless the shareholder objects to consideration of the

      matter when it is presented.



     (d)  The notice of each special shareholder meeting shall include a

description of the purpose or purposes for which the meeting is called.

Except as provided in this Section 2.4(d), or as provided in the

corporation's Articles, or otherwise in the Act, the notice of an annual

shareholder meeting need not include a description of the purpose or

purposes for which the meeting is called.





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     If a purpose of any shareholder meeting is to consider either: (1) a

proposed amendment to the Articles of Incorporaiton (including any restated

articles requiring shareholder approval); (2) a plan of merger or share

exchange; (3) the sale, lease, exchange or other disposition of all, or

substantially all of the corporation's property; (4) dissolution of the

corporation; or (5) the removal of a director, the notice must so state and

be accompanied by, respectively, a copy or summary of the :(a) articles of

amendment; (b) plan of merger or share exchange; and (c)  transaction for

disposition of all, or substantially all of the corporation's property.  If

the proposed corporation action creates dissenter's rights, as provided

in the Act, the notice must state that shareholders are, or may be entitled

to assert dissenters' rights, and must be accompanied by a copy of relevant

provisions of the Act.  If the corporation issues, or authorizes the issuance

of shares for promissory notes or for promises to render services in the

future, the corporation shall report in writing to all the shareholders the

number of shares authorized or issued, and the consideration received with or

before the notice of the next shareholder meeting.  Likewise, if the

corporation indemnifies or advances expenses to an officer or a director, this

shall be reported to all the shareholders with or before notice of the next

shareholder meeting.





2.5	Fixing of Record Date



For the purpose of determining shareholders of any voting group entitled to

notice of or to vote at any meeting of shareholders, or shareholders entitled

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

determination of shareholders for any other proper purpose, the Board of

Directors may fix in advance a date as the record date.  Such record date

shall not be more than 70 days prior to the date on which the particular

action requiring such determination of shareholders entitled to notice of, or

to vote at a meeting of shareholders, or shareholders entitled to receive a

share dividend or distribution.  The record date for determination of such

shareholders shall be at the close of business on:



(a)	With respect to an annual shareholder meeting or any special shareholder

meeting called by the Board of Directors or any person specifically

authorized by the Board of Directors or these Bylaws to call a meeting, the

day before the first notice is given to shareholders;



(b)	With respect to a special shareholder meeting demanded by the

shareholders, the date the first shareholder signs the demand;



(c)	With respect to the payment of a share dividend, the date Board of

Directors authorizes the share dividend;



(d)	With respect to actions taken in writing without a meeting (pursuant to

Article 2, Section 2.12, the first date any shareholder signs a consent; and



(e)	With respect to a distribution to shareholders, (other than one involving

a repurchase or reacquisition of shares), the date the Board of Directors

authorizes the distribution.





{PAGE}



When a determination of shareholders entitled to vote at any meeting of

shareholders has been made, as provided in this section, such determination

shall apply to any adjournment thereof unless the Board of Directors fixes a

new record date, which it must do if the meeting is adjourned to a date more

than 120 days after the date fixed for the original meeting.



If no record date has been fixed, the record date shall be the date the

written notice of the meeting is given to shareholders.



2.6	Shareholder List



The officer or agent having charge of the stock transfer books for

shares of the corporation shall, at least ten (10) days before each meeting

of shareholders, make a complete record of the shareholders entitled to

vote at each meeting of shareholders, arranged in alphabetical order, with

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