Attached files

                                 BYLAWS
                                   Of
                         Pinacle Enterprise Inc.
                          (the "Corporation")

                 ARTICLE I:  MEETINGS OF SHAREHOLDERS

Section 1 - Annual Meetings

The annual meeting of the shareholders of the Corporation shall be held
at the time fixed, from time to time, by the Board of Directors.

Section 2 - Special Meetings

Special meetings of the shareholders may be called by the Board of
Directors or such person or persons authorized by the Board of
Directors.

Section 3 - Place of Meetings

Meetings of shareholders shall be held at the registered office of the
Corporation, or at such other places, within or without the State of
Nevada as the Board of Directors may from time to time fix.

Section 4 - Notice of Meetings

A notice convening an annual or special meeting which specifies the
place, day, and hour of the meeting, and the general nature of the
business of the meeting, must be faxed, personally delivered or mailed
postage prepaid to each shareholder of the Corporation entitled to vote
at the meeting at the address of the shareholder as it appears on the
stock transfer ledger of the Corporation, at least ten (10) days prior
to the meeting.  Accidental omission to give notice of a meeting to, or
the non-receipt of notice of a meeting by, a shareholder will not
invalidate the proceedings at that meeting.

Section 5 - Action Without a Meeting

Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at
a meeting of the shareholders, may be taken without a meeting, without
prior notice and without a vote if written consents are signed by
shareholders representing a majority of the shares entitled to vote at
such a meeting, except however, if a different proportion of voting
power is required by law, the Articles of Incorporation or these
Bylaws, than that proportion of written consents is required.  Such
written consents may be filed with the minutes of the proceedings of
the shareholders of the Corporation.

Section 6 - Quorum
a)  No business, other than the election of the chairman or the
adjournment of the meeting, will be transacted at an annual or special
meeting unless a quorum of shareholders, entitled to attend and vote,
is present at the commencement of the meeting, but the quorum need not
be present throughout the meeting.

b)  Except as otherwise provided in these Bylaws, a quorum is two
persons present and being, or representing by proxy, shareholders of
the Corporation.

c)  If within half an hour from the time appointed for an annual or
special meeting a quorum is not present, the meeting shall stand
adjourned to a day, time and place as determined by the chairman of the
meeting.

Section 7 - Voting

Subject to a special voting rights or restrictions attached to a class
of shares, each shareholder shall be entitled to one vote for each
share of stock in his or her own name on the books of the corporation,
whether represented in person or by proxy.

Section 8 - Motions

No motion proposed at an annual or special meeting need be seconded.

Section 9 - Equality of Votes

In the case of an equality of votes, the chairman of the meeting at
which the vote takes place is not entitled to have a casting vote in
addition to the vote or votes to which he may be entitled as a
shareholder of proxyholder.

Section 10 - Dispute as to Entitlement to Vote

In a dispute as to the admission or rejection of a vote at an annual or
special meeting, the decision of the chairman made in good faith is
conclusive.

Section 11 - Proxy

a)  Each shareholder entitled to vote at an annual or special meeting
may do so either in person or by proxy.  A form of proxy must be in
writing under the hand of the appointor or of his or her attorney duly
authorized in writing, or, if the appointor is a corporation, either
under the seal of the corporation or under the hand of a duly
authorized officer or attorney.  A proxyholder need not be a
shareholder of the Corporation.

b)  A form of proxy and the power of attorney or other authority, if
any, under which it is signed or a facsimiled copy thereof must be
deposited at the registered office of the Corporation or at such other
place as is specified for that purpose in the notice convening the
meeting.  In addition to any other method of depositing proxies
provided for in these Bylaws, the Directors may from time to time by
resolution make regulations relating to the depositing of proxies at a
place or places and fixing the time or times for depositing the proxies
not exceeding 48 hours (excluding Saturdays, Sundays and holidays)
preceding the meeting or adjourned meeting specified in the notice
calling a meeting of shareholders.



                    ARTICLE II: BOARD OF DIRECTORS

Section 1 - Number, Term, Election and Qualifications
a)  The first Board of Directors of the Corporation, and all subsequent
Boards of the Corporation, shall consist of not less than one (1) and
not more than nine(9) directors.  The number of Directors may be fixed
and changed from time to time by ordinary resolution of the
shareholders of the Corporation.

b)  The first Board of Directors shall hold office until the first
annual meeting of shareholders and until their successors have been
duly elected and qualified or until there is a decrease in the number
of directors.  Thereinafter, Directors will be elected at the annual
meeting of shareholders and shall hold office until the annual meeting
of the shareholders next succeeding his or her election, or until his
or her prior death, resignation or removal.  Any Director may resign at
any time upon written notice of such resignation to the Corporation.

c)  a casual vacancy occurring in the Board may be filled by the
remaining Directors.

d)  Between successive annual meetings, the Directors have the power to
appoint one or more additional Directors but not more than 1/2 of the
number of Directors fixed at the last shareholder meeting at which
Directors were elected.  A Director so appointed holds office only
until the next following annual meeting of the Corporation, but is
eligible for election at that meeting.  So long as he or she is an
additional Director, the number of Directors will be increased
accordingly.

e) A Director is not required to hold a share in the capital of the
Corporation as qualification for his or her office.

Section 2 - Duties, Powers and Remuneration
a)  The Board of Directors shall be responsible for the control and
management of the business and affairs, property and interests of the
Corporation, and may exercise all powers of the Corporation, except for
those powers conferred upon or reserved for the shareholders or any
other persons as required under Nevada state law, the Corporation's
Articles of Incorporation or by these Bylaws.

b)  The remuneration of the Directors may from time to time be
determined by the Directors or, if the Directors decide, by the
shareholders.

Section 3 - Meetings of Directors
a)  The President of the Corporation shall preside as chairman at every
meeting of the Directors, or if the President is not present or is
willing to act as chairman, the Directors present shall choose one of
their number to be chairman of the meeting.

b)  The Directors may meet together for the dispatch of business, and
adjourn and otherwise regulate their meetings as they think fit.
Questions arising at a meeting must be decided by a majority of votes.
In case of an equality of votes the chairman does not have a second or


casting vote.  Meetings of the Board held at regular intervals may be
held at the place and time upon the notice (if any) as the Board may be
resolution from time to time determine.

c)  A Director may participate in a meeting of the Board or of a
committee of the Directors using conference telephones or other
communications facilities by which all Directors participating in the
meeting can hear each other and provided that all such Directors agree
to such participation.  A Director participating in a meeting in
accordance with this Bylaw is deemed to be present at the meeting and
to have so agreed.  Such Director will be counted in the quorum and
entitled to speak and vote at the meeting.

d)  A Director may, and the Secretary on request of a Director shall,
call a meeting of the Board.  Reasonable notice of the meeting
specifying the place, day and hour of the meeting must be given by
mail, postage prepaid, addressed to each of the Directors and alternate
Directors at his or her address as it appears on the books of the
Corporation or by leaving it at his or her usual business or
residential address or by telephone, facsimile or other method of
transmitting legibly recorded messages.  It is not necessary to give
notice of a meeting of Directors to a Director immediately following a
shareholder meeting at which the Director has been elected, or is the
meeting of Directors at which the Director is appointed.

e)  A Director of the Corporation may file with the Secretary a
document executed by him waiving notice of a past, present or future
meeting or meetings of the Directors being, or required to have been,
sent to him and may at any time withdraw the waiver with respect to
meetings held thereafter.  After filing such waiver with respect to
future meetings and until the waiver is withdrawn no notice of a
meeting of Directors need be given to the Director.  All meetings of
the Directors so held will be deemed not to be improperly called or
constituted by reason of notice not having been given to the Director.

g)  The continuing Directors may act notwithstanding a vacancy in their
body but, if and so long as their number is reduced below the number
fixed pursuant to these Bylaws as the necessary quorum of Directors,
the continuing Directors may act for the purpose of increasing the
number of Directors to that number, or of summoning a shareholder
meeting of the Corporation, but for no other purpose.

h)  All acts done by a meeting of the Directors, a committee of
Directors, or a person acting as a Director, will, notwithstanding that
it be afterwards discovered that there was some defect in the
qualification, election or appointment of the Directors, shareholders
of the committee or person acting as a Director, or that any of them
were disqualified, be as valid as if the person had been duly elected
or appointed and was qualified to be a Director.

i)  A resolution consented to in writing, whether by facsimile or other
method of transmitting legibly recorded messages, by all of the
Directors is as valid as if it had been passed at a meeting of the
Directors duly called and held.  A resolution may be in two or more
counterparts which together are deemed to constitute one resolution in


writing.  A resolution must be filed with the minutes of the
proceedings of the directors and is effective on the date stated on it
or on the latest date stated on a counterpart.

j)  All Directors of the Corporation shall have equal voting power.

Section 4 - Removal

One or more or all the Directors of the Corporation may be removed with
or without cause at any time by a vote of two-thirds of the
shareholders entitled to vote thereon, at a special meeting of the
shareholders called for that purpose.

Section 5- Committees
a)  The Directors may from time to time by resolution designate from
among its members one or more committees, and alternate members
thereof, as they deem desirable, each consisting of one or more
members, with such powers and authority (to the extent permitted by law
and these Bylaws) as may be provided in such resolution.  Each such
committee shall serve at the pleasure of the Board of Directors and
unless otherwise stated by law, the Certificate of Incorporation of the
Corporation or these Bylaws, shall be governed by the rules and
regulations stated herein regarding the Board of Directors.

b)  Each Committee shall keep regular minutes of its transactions,
shall cause them to be recorded in the books kept for that purpose, and
shall report them to the Board at such times as the Board may from time
to time require.  The Board has the power at any time to revoke or
override the authority given to or acts done by any Committee.


                      ARTICLE III:  OFFICERS

Section 1 - Number, Qualification, Election and Term of Office
a)  The Corporation's officers shall have such titles and duties as
shall be stated in these Bylaws or in a resolution of the Board of
Directors which is not inconsistent with these Bylaws.  The officers of
the Corporation shall consist of a president, secretary, treasurer, and
also may have one or more vice presidents, assistant secretaries and
assistant treasurers and such other officers as the Board of Directors
may from time to time deem advisable.  Any officer may hold two or more
offices in the Corporation, and may or may not also act as a Director.

b)  The officers of the Corporation shall be elected by the Board of
Directors at the regular annual meeting of the Board following the
annual meeting of shareholders.

c)  Each officer shall hold office until the annual meeting of the
Board of Directors next succeeding his or her election, and until his
or her successor shall have been duly elected and qualified, subject to
earlier termination by his or her death, resignation or removal.

Section 2 - Resignation

Any officer may resign at any time by giving written notice of such
resignation to the Corporation.

Section 3 - Removal

Any officer appointed by the Board of Directors may be removed by a
majority vote of the Board, either with or without cause, and a
successor appointed by the Board at any time, and any officer or
assistant officer, if appointed by another officer, may likewise be
removed by such officer.

Section 4 - Remuneration

The remuneration of the Officers of the Corporation may from time to
time be determined by the Directors or, if the Directors decide, by the
shareholders.

Section 5 - Conflict of Interest

Each officer of the Corporation who holds another office or possesses
property whereby, whether directly or indirectly, duties or interests
might be created in conflict with his or her duties or interests as na
officer of the Corporation shall, in writing, disclose to the President
the fact and the nature, character and extent of the conflict and
abstain from voting with respect to any resolution in which the officer
has a personal interest.

                        ARTICLE IV:  SHARES OF STOCK

Section 1 - Certificate of Stock

a)  The shares of the Corporation shall be represented by certificates
or shall be uncertificated shares.

b)  Certificated shares of the Corporation shall be signed, either
manually or by facsimile, by officers or agents designated by the
Corporation for such purposes, and shall certify the number of shares
owned by the shareholder in the Corporation.  Whenever any certificate
is countersigned or otherwise authenticated by a transfer agent or
transfer clerk, and by a registrar, then a facsimile of the signatures
of the officers or agents, the transfer agent or transfer clerk or the
registrar of the Corporation may be printed or lithographed upon the
certificate in lieu of the actual signatures.  If the Corporation uses
facsimile signatures of its officers and agents on its stock
certificates, it cannot act as registrar of its own stock, but its
transfer agent and registrar may be identical if the institution acting
in those dual capacities countersigns or otherwise authenticates any
stock certificates in both capacities.  If any officer who has signed
or whose facsimile signature has been placed upon such certificate,
shall have ceased to be such officer before such certificate is issued,
it may be issued by the Corporation with the same effect as if he were
such officer at the date of its issue.

c)  If the Corporation issued uncertificated shares as provided for in
these Bylaws, within a reasonable time after the issuance or transfer
of such uncertificated shares, and at least annually thereafter, the
Corporation shall send the shareholder a written statement certifying
the number of shares owned by such shareholder in the Corporation.

d)  Except as otherwise provided by law, the rights and obligations of
the holders of uncertificated shares and the rights and obligations of
the holders of certificates representing shares of the same class and
series shall be identical.

e)  If a share certificate:

(i)  is worn out or defaced, the Directors shall, upon production to
them of the certificate and upon such other terms, if any, as they may
think fit, order the certificate to be cancelled and issue a new
certificate;

 (ii) is lost, stolen or destroyed, then upon proof being given to the
satisfaction of the Directors and upon and indemnity, if any being
given, as the Directors think adequate, the Directors shall issue a new
certificate; or

  (iii) represents more than one share and the registered owner
surrenders it to the Corporation with a written request that the
Corporation issue in his or her name two or more certificates, each
representing a specified umber of shares and in the aggregate
representing the same number of shares as the certificate so
surrendered, the Corporation shall cancel the certificate so
surrendered and issue new certificates in accordance with such request.

Section 2 - Transfers of Shares

a)  Transfers or registration of transfers of shares of the Corporation
shall be made on the stock transfer books of the Corporation by the
registered holder thereof, or by his or her attorney duly authorized by
a written power of attorney; and in the case of shares represented by
certificates, only after the surrender to the Corporation of the
certificates representing such shares with such shares properly
endorsed, with such evidence of the authenticity of such endorsement,
transfer, authorization and other matters as the Corporation may
reasonably require, and the payment o all stock transfer taxes due
thereon.

b)  The Corporation shall be entitled to treat the holder of record of
any share or shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable or
other claim to, or interest in, such share or shares on the part of any
other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by law.

Section 3 - Record Date

a)  The Directors may fix in advance a date, which must not be more
than 60 days permitted by the preceding the date of a meeting of
shareholders or a class of shareholders, or of the payment of a
dividend or of the proposed taking of any other proper action requiring
the determination of shareholders as the record date for the
determination of the shareholders entitled to notice of, or to attend
and vote, at a meeting and an adjournment of the meeting, or entitled
to receive payment of a dividend or for any other proper purpose and,


in such case, notwithstanding anything in these Bylaws, only
shareholders of records on the date so fixed will be deemed to be the
shareholders for the purposes of this Bylaw.

b)  Where no record date is so fixed for the determination of
shareholders as provided in the preceding Bylaw, the date on which the
notice is mailed or on which the resolution declaring the dividend is
adopted, as the case may be, is the record date for such determination.

Section 4 - Fractional Shares

Notwithstanding anything else in these Bylaws, the Corporation, if the
Directors so resolve, will not be required to issue fractional shares
in connection with an amalgamation, consolidation, exchange or
conversion.  At the discretion of the Directors, fractional interests
in shares may be rounded to the nearest whole number, with fractions of
1/2 being rounded to the next highest whole number, or may be purchased
for cancellation by the Corporation for such consideration as the
Directors determine.  The Directors may determine the manner in which
fractional interests in shares are to be transferred and delivered to
the Corporation for such consideration as the Directors determine.  The
Directors may determine the manner in which fractional interests in
shares are to be transferred and delivered to the Corporation in
exchange for consideration and a determination so made is binding upon
all shareholders of the Corporation.  In case shareholders having
fractional interests in shares fail to deliver them to the Corporation
in accordance with a determination made by the Directors, the
Corporation may deposit with the Corporation's Registrar and Transfer
Agent a sum sufficient to pay the consideration payable by the
Corporation for the fractional interests in shares, such deposit to be
set aside in trust for such shareholders.  Such setting aside is deemed
to be payment to such shareholders for the fractional interests in
shares not so delivered which will thereupon not be considered as
outstanding and such shareholders will not be considered to be
shareholders of the Corporation with respect thereto and will have no
right except to receive payment of the money so set aside and deposited
upon delivery of the certificates for the shares held prior to the
amalgamation, consolidation, exchange or conversion which result in
fractional interests in shares.

                        ARTICLE V:  DIVIDENDS

a)  Dividends may be declared and paid out of any funds available
therefore, as often, in such amounts, and at such time or times as the
Board of Directors may determine and shares may be issued pro rata and
without consideration to the Corporation's shareholders or to the
shareholders of one or more classes or series.

b)  Shares of one class or series may not be issued as a share dividend
to shareholders of another class or series unless such issuance is in
accordance with the Articles of Incorporation and:

  (i)  A majority of the current shareholders of the class or series to
be issued approve the issue; or
  (ii)  there are no outstanding shares of the class or series of
shares that are authorized to be issued as a dividend.

                       ARTICLE VI:  BORROWING POWERS

a)  The Directors may from time to time on behalf of the Corporation:

  (i)  borrow money in such manner and amount, on such security, from
such sources and upon such terms and conditions as they think fit,

  (ii)  issue bonds, debentures and other debt obligations either
outright or as security for liability or obligation of the Corporation
or another person, and

  (iii) mortgage, charge, whether by way of specific or floating
charge, and give other security on the undertaking, or on the whole or
a part of the property and assets of the Corporation (both present and
future).

b)  A bond, debenture or other debt obligation of the Corporation may
be issued at a discount, premium or otherwise, and with a special
privilege as to redemption, surrender, drawing, allotment of or
conversion into or exchange for shares or other securities, attending
and voting at shareholder meetings of the Corporation, appointment of
Directors or otherwise, and may by its terms be assignable free from
equities between the Corporation and the person to whom it was issued
or a subsequent holder thereof, all as the Directors may determine.

                         ARTICLE VI:  FISCAL YEAR

The fiscal year end of the Corporation shall e fixed, and shall be
subject to change, by the Board of Directors from time to time, subject
to applicable law.

                        ARTICLE VIII:  CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be
prescribed and altered, from time to time, by the Board of Directors.
The use of a seal or stamp by the Corporation on corporate documents is
not necessary and the lack thereof shall not in any way affect the
legality of a corporate document.

                        ARTICLE IX:  AMENDMENTS

Section 1 - By Shareholders

All Bylaws of the Corporation shall be subject to alteration or repeal,
and new Bylaws may be made by a majority vote of the shareholders at
any annual meeting or special meeting called for that purpose.

Section 2 - By Directors

The Board of Directors shall have the power to make, adopt, alter,
amend and repeal, from time to time, Bylaws of the Corporation.

             ARTICLE X:  DISCLOSURE OF INTEREST OF DIRECTORS

a)  A Director who is, in any way, directly or indirectly interested in
an existing or proposed contract or transaction with the Corporation or
who holds an office or possesses property whereby, directly or
indirectly, a duty or interest might be created to conflict with his or
her duty or interest as a Director, shall declare the nature and extent
of his or her interest in such contract or transaction or of the
conflict with his or her duty and interest as a Director, as the case
may be.

b)  A Director shall not vote in respect of a contract or transaction
with the Corporation in which he is interested and if he does so his or
her vote will not be counted, but he will be counted in the quorum
present at the meeting at which the vote is taken.  The foregoing
prohibitions do not apply to:

  (i)  a contract or transaction relating to a loan to the Corporation,
which a Director or a specified corporation or a specified firm in
which he has an interest has guaranteed or joined in guaranteeing the
repayment of the loan or part of the loan;

  (ii) a contract or transaction made or to be made with or for the
benefit of a holding corporation or a subsidiary corporation of which a
Director is a director or officer;

  (iii) a contract by a Director to subscribe for or underwrite shares
or debentures to be issued by the Corporation or a subsidiary of the
Corporation, or a contr4act, arrangement or transaction in which a
Director is directly or indirectly interested if all the other
Directors are also directly or indirectly interested in the contract,
arrangement or transaction;

  (iv)  determining the remuneration o the Directors:

  (v)  purchasing and maintaining insurance to cover Directors against
liability incurred by them as Directors; or

  (vi)  the indemnification of a Director by the Corporation.

c)  A Director may hold an officer or place of profit with the
Corporation (other than the office of Auditor of the Corporation) in
conjunction with his or her office of Director for the period and on
the terms (as to remuneration or otherwise) as the Directors may
determine.  No Director or intended Director will be disqualified by
his or her office from contracting with the Corporation either with
regard to the tenure of any such other office or place of profit, or as
vendor, purchaser or otherwise, and, no contract or transaction entered
into by or on behalf of the Corporation in which a Director is
interested is liable to be voided by reason thereof.

d)  A Director or his or her firm may act in a professional capacity
for the Corporation (except as Auditor of the Corporation), and he or
his or her firm is entitled to remuneration for professional services
as if he were not a Director.

e)  A Director may be or become a director or other officer or employee
of, or otherwise interested in, a corporation or firm in which the
Corporation may be interested as a shareholder or otherwise, and the
Director is not accountable to the Corporation for remuneration or


other benefits received by him as director, officer or employee of, or
from his or her interest in, the other corporation or firm, unless the
shareholders otherwise direct.

   ARTICLE XI:  ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT

The Corporation shall, within sixty days after the filing of its
Articles of Incorporation with the Secretary of State, and annually
thereafter on or before the last day of the month in which the
anniversary date of incorporation occurs each year, file the Secretary
of State a list of its president, secretary and treasurer and all of
its Directors, along with the post office box or street address, either
residence or business, and a designation of its resident agent in the
state of Nevada.  Such list shall be certified by an officer of the
Corporation.

   ARTICLE XII:  INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

a)  The Directors shall cause the Corporation to indemnify a Director
or former Director of the Corporation and the Directors may cause the
Corporation to indemnify a director or former director of a corporation
of which the Corporation is or was a shareholder and the heirs and
personal representatives of any such person against all costs, charges
and expenses, including an amount paid to settle an action or satisfy a
judgment, actually and reasonably incurred by him or them including an
amount paid to settle an action or satisfy a judgment inactive criminal
or administrative action or proceeding to which he is or they are made
a party by reason of his or her being or having been a Director of the
Corporation or a director of such corporation, including an action
brought by the Corporation or corporation.  Each Director of the
Corporation on being elected or appointed is deemed to have contracted
with the Corporation on the term s of the foregoing indemnity.

b)  The Directors may cause the Corporation to indemnify an officer,
employee or agent of the Corporation or of a corporation of which the
Corporation is or was a shareholder (notwithstanding that he is also a
Director), and his or her heirs and personal representatives against
all costs, charges and expenses incurred by him or them and resulting
from his or her acting as an officer, employee or agent of the
Corporation or corporation.  In addition the Corporation shall
indemnify the Secretary or an Assistance Secretary of the Corporation
(if he is not a full time employee of the Corporation and
notwithstanding that he is also a Director), and his or her respective
heirs and legal representatives against all costs, charges and expenses
incurred by him or them and arising out of the functions assigned to
the Secretary by the Corporation Act or these Articles and each such
Secretary and Assistant Secretary, on being appointed is deemed to have
contracted with the Corporation on the terms of the foregoing
indemnity.

c)  The Directors may cause the Corporation to purchase and maintain
insurance for the benefit of a person who is or was serving as a
Director, officer, employee or agent of the Corporation or as a
director, officer, employee or agent of a corporation of which the
Corporation is or was a shareholder and his or her heirs or personal
representatives against a liability incurred by him as a Director,
officer, employee or agent.

CERTIFIED TO BE THE BYLAWS OF:

Pinacle Enterprise Inc.

Per:

/s/Olga Kats
----------------------
 Olga Kats, Secretary