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 as soon

thereafter as convenient.



2.2	Special Shareholder Meetings



Special meetings of the shareholders, for any purpose or purposes

described in the notice of meeting, may be called by the president, or by

the Board of Directors, and shall be called by the president at the request

of the holders of not less than one-tenth of all outstanding shares of the

corporation entitled to vote on any issue at the meeting.



2.3	Place of Shareholder Meetings



The Board of Directors may designate any place, either within or

without the State of Nevada, as the place for any annual or any special

meeting of the shareholders, unless by written consent, which may be in the

form of waivers of notice or otherwise, all shareholders entitled to vote

at the meeting designate a different place, either within or without the

State of Nevada, as the place for the holding of such meeting.  If no

designation is made by either the Board of Directors or unanimous action of

the voting shareholders, the place of meeting shall be the principal office

of the corporation in the State of Nevada.



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 is 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:



(1)	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



(2)	Waives objection to consideration

of a particular matter at the

meeting that is not within the

purpose or purposes described in

the meeting notice, unless the

shareholder objects to

consideration of the matter when

it is presented.



(d)	Contents of Notice	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.



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

proposed amendment to the Articles of Incorporation (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) the 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 corporate action creates dissenters' rights, as provided in

the Act, the 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 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.



When a determination of shareholders entitled to vote at any meeting

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

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