Lifestyle Medical Network, Inc. – ‘10SB12G’ on 1/22/07 – EX-3.2

On:  Monday, 1/22/07, at 5:53pm ET   ·   As of:  1/23/07   ·   Accession #:  1214659-7-71   ·   File #:  0-52408

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Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Registration of Securities of a Small-Business        48    157K 
                          Issuer                                                 
 2: EX-3.1      Articles of Amendment                                  5     16K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws     15     47K 
 4: EX-10       Agreement No. 48-06                                   27     98K 

EX-3.2   —   Articles of Incorporation/Organization or By-Laws

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                                                                     EXHIBIT 3.2
By-Laws 
of the
Beverly Hills Film Studios

Contents

Article I         Shareholders                                                  

Section 1.       Place of Meetings                    
Section 2.       Annual Meetings                      
Section 3.       Special Meetings                     
Section 4.       Shareholder Powers                   
Section 5.       Notice of Meetings                   
Section 6.       Consent to Shareholder Meetings      
Section 7.       Voting Shareholder List              
Section 8        Quorum                               
Section 9.       Voting Rights                        
Section 10.      Proxies                              

Article II        Directors                                                     

Section 1.       Powers                               
Section 2.       Number of Qualifications             
Section 3.       Election and Tenure of Office        
Section 4.       Vacancies                            
Section 5.       Place of Meetings                    
Section 6.       Regular Meetings                     
Section 7.       Special Meetings - Notices           
Section 8        Waiver of Notice                     
Section 9.       Directors acting Without a Meeting   
        By Unanimous Written Consent
Section 10.      Notice of Adjournment                
Section 11.      Quorum                               
Section 12.      Removal of Directors                 
Section 13.      Resignation                          
Section 14.      Compensation                         
Section 15.      Presumption of Assent                

Article III       Officers                                                      

Section 1.       Officers                             
Section 2.       Election                             
Section 3.       Subordinate Officers, Etc.           
Section 4.       Removal and Resignation              

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Section 5.       Vacancies                            
Section 6.       Chairman of the Board                
Section 7.       President                            
        Section 8.       Executive Vice Presidents and Vice Presidents
Section 9.       Secretary and Acting Secretaries     
  Section 10.      Treasurer and other Financial positions

Article IV        Executive and Other Committees                                

Section 1.       Committees, Consultants and Advisors 

Article V         Corporate Records, Reports and Documents                      

Section 1.       Records                              
Section 2.       Inspection of Books and Records      
  Section 3.       Certification and Inspection of By-Laws
Section 4.       Checking Accounts, Checks, Drafts    
Section 5.       Contracts, Etc., - How Executed      
Section 6.       Annual Report                        

Article VI        Certificates and Transfer of Shares                           

Section 1.       Certificate for Shares               
Section 2.       Transfer on the Books                
Section 3.       Lost or Destroyed Certificates       
Section 4.       Transfer Agents and Registrars       
Section 5.       Closing Stock Transfer Books         

Article VII       Corporate Seal                                                

Section 1.       Corporate Seal                       

Article VIII      Amendments to By-Laws                                         

Section 1.       By Shareholders                      
Section 2.       Powers of Directors                  
Section 3.       Record of Amendments                 

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Section 4.        Shareholder Powers                                            

    Shareholders having by ownership or proxy at least fifty one (51%)
percent of the voting power, upon calling and holding a special meeting, or at  
an annual meeting, of the shareholders may, without an open statement of reason,
dismiss the entire Board of Directors, or dismiss certain members of the Board  
of Directors, including the Chairman, without an open statement of reason. A    
quorum of shareholders undertaking such action, need only state in the Minutes  
of the Special Meeting, that the action was taken in the best interest of the   
shareholders. Notice of such action must be given to file respective members of 
the Board, or to all members of the Board or to the Chairman in writing. A      
Quorum of shareholders, having substantial management and working knowledge of  
the business of the corporation, may with stated, good and reasonable reason,   
issue a formal request to the Board to dismiss any officer, consultant or their 
employee, if for the good of the shareholders. A majority vote of shareholders  
cannot break a contracted individual serving the corporation but can issue      
instructions to the Board to not renew a respective contract, if for the best   
interests of the shareholders.                                                  

Section 5.        Notice of Meetings                                            

a) Notices of meetings, annual or special, shall be given in writing to the     
shareholders entitled to vote. Notice shall be prepared accompanied by a proxy  
form, and mailed by the Corporation's stock transfer agency. In lieu of this    
procedure, notice may be given, being signed by the corporate secretary; the    
assistant secretary; the president or a vice president.                         

b) Notices of meetings shall be sent to the shareholder's address as reflected  
on the books of the corporation's stock transfer agent or registrar, and shall  
be postmarked not less than twenty (20) days nor more than sixty (60) days prior
to the scheduled meeting.                                                       

c) Notices of any meeting of shareholders shall specify the place, the day, and 
the hour of the meeting, and the general nature of the points to be covered, as 
well as noting the most important issues to be covered. In cases of special     
meetings, the specific nature of the business to be transacted and voted upon   
shall be made clearly evident.                                                  

d) In the event of the unusual need for an affirmative vote by shareholders, in 
order for the corporation to proceed with a transaction for such as would be    
voted by the Board of Directors to be a benefit to the corporation, but wherein 
the allowable time factor precludes a formal notification to shareholders in    
general, then communication to such a group of shareholders as hold over fifty  
percent (50+%) of the control, voting shares of the corporation, by means of    
phone or facsimile shall be acceptable. Signatures expressing an affirmative    
vote, or veto, of over fifty percent of the voting shares of the corporation,   
received by means of facsimile, directed to the Chief Executive Officer of the  
Corporation or to the Chairman of the Board, shall be acceptable, and shall be  

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enforceable as a bonafide vote of the shareholders, empowering the management of
the Corporation to immediately proceed with the respective transaction; and     
shall be presented by the Corporate Secretary for automatic ratification at the 
next formally scheduled annual or special meeting of the Corporation's          
shareholders. In a case such as this described, hard copy with original         
signatures, of all such facsimiles sent by shareholders voting in excess of the 
required 50+%, shall be immediately mailed by the said shareholders to the      
Corporate Secretary, for the Corporation's legal records.                       

e) When a meeting is adjourned, (a Recess) for an uncertain period, of thirty   
days or more, notice of the adjourned (in effect, postponed) meeting shall be   
given as in the case of an original meeting. Otherwise, upon an adjournment for 
a specific period of hours or days when at such hour or day, the business of the
meeting is scheduled to be completed, it shall not be necessary to give any     
notice of the continuance or of the business to be transacted, other than by    
announcement the meeting at which such adjournment is taken.                    

Section 6.        Consent to Shareholder's Meeting                              

    The transactions of any meeting of shareholders, however called an
noticed, shall be valid as though had at a meeting duly held after regular call 
and notice, if a quorum be present either in person or by proxy. Before or after
such meeting, all shareholders entitled to vote and not present in person, nor  
having executed a proxy for said meeting shall sign a written waiver of notice  
or consent of the holding of such meeting, or the minutes of said meeting shall 
be approved at the next regular or special meeting of the shareholders, when at 
such time the transaction(s) conducted at the subject meeting shall be ratified.
All waivers, consents and approvals by shareholders shall be maintained by      
filing a copy of same with the records of the Corporation along with a copy of  
the minutes of any meeting. The originals shall be maintained in separate       
portfolio or binders, in conjunction with and in close proximity to the Books of
Record of original Minutes of the Shareholder Meetings (Two sets of these       
documents need to be maintained for legal purposes, in the event of the         
destruction of one set).                                                        

Section 7.        Voting                                                        

       The agent or officer having charge of the stock transfer books of the
Corporation shall make, at least twenty days before each meeting of             
stockholders, a complete list of the stockholders entitled to vote at such      
meeting; or any adjournment thereof; arranged in alphabetical order, with       
address of and number of shares held by each, which list, for the period of     
twenty days prior to such meeting shall be kept on file at the principal office 
of the Corporation and shall be subject to inspection by any stockholder at any 
time during usual business hours.                                               

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Such lists shall also be produced and kept open at the time and place of the    
meeting and shall be subject to the inspection of any stockholder during the    
whole time of the meeting. A stock transfer book comprised of copies of "proof  
of transfer pages" received by the corporation from time to time direct from the
transfer and registrar agent, or a transfer book maintained by the Corporation, 
if Corporation acts as its own stock transfer agent, with said corporate stock  
records certified by the Secretary and President, shall be prima facie evidence 
as to who are the stockholders entitled to vote and to examine such stock       
transfer books.                                                                 

Section 8.        Quorum                                                        

a) That "majority" of the shares entitled to vote, shall equate to a quorum, and
shall be at least fifty one (51%) percent of the issued voting shares of the    
Corporation. The holders of a majority of the shares entitled to vote thereat,  
present in person, or represented by proxy, shall be requisite and shall        
constitute a quorum at all meetings of the shareholders for the transaction of  
business except as otherwise provided by law, by the articles of incorporation, 
or by these By-Laws.                                                            

b) If such majority shall not be present or represented by any meeting of the   
shareholders, the shareholders entitled to vote thereat, present on pen on, or  
by proxy shall have power to adjourn the meeting from time to time, until the   
requisite amount of voting shares shall be present. At such adjourned meeting at
which the requisite amount of voting shares shall be represented, any business  
may be transacted which might have been transacted at the meeting as originally 
notified.                                                                       

Section 9.        Voting Rights                                                 

a) The company may have one (1) class of common shares, or two (2) classes of   
common shares; A-Common Stock and B-Common Stock; and Preferred Stock, one (1)  
class or Class A and Class B. If two classes of preferred shares, the each share
of Class B Preferred Stock shall represent one thousand (1000) votes, and shall 
be non-transferable, except by vote of a majority of duly authorized and issued 
Class B Preferred shareholders.                                                 

b) Only such persons whose names and shares entitled to vote stand on the stock 
records of the Corporation on the day of any meeting of the shareholders, or on 
such other day prior to any meeting of the shareholders, as may be determined by
the Board of Directed, as the date for determination of shareholders of record  
shall be entitled to vote at such meeting. Each Common Share shall be entitled  
to one vote. Each share of Class-B Preferred Stock shall be entitled to 1,000   
votes. Class-A Preferred has no voting rights. Cumulated voting shall not be    
allowed.                                                                        

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Section 10.       Proxies.                                                      

 At all meetings of stockholders a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized attorney in    
fact. Proxies must be filed before or at the time of any shareholders meeting.  
Proxies are to be filed with the Secretary of the Corporation, or another       
entity, such as the corporate registrar, if those types of services are         
provided.                                                                       

Article II
 Directors

Section 1.        Powers                                                        

   Subject to the limitation of the Articles of Incorporation of the
By-Laws, and the law of the State of Domicile of the Corporation, all corporate 
powers shall be exercised by, or under the authority of the Board of Directors; 
and the business affairs of this corporation shall be exercised under the       
authority of the Board of Directors, subject to all action as authorized or     
approved, by the majority vote of the shareholders.                             

Section 2.        Number and Qualification                                      

        The authorized number of directors of the Corporation shall be no less
than two (2) but any additional number of directors may be elected according to 
the discretion and vote of the shareholders entitled to exercise the majority of
the voting power of the corporation. The Corporation shall have an even number  
of directors and a Chairman. By majority vote of the shareholders, a Board of   
Directors may be replaced by a Board of Trustees.                               

Section 3.        Election and Tenure of Office                                 

       The Directors shall be elected by ballot at the annual meeting of the
shareholders and shall generally serve for one year or until their successors   
have been elected and have qualified. Their term of office shall begin          
immediately following an election. Exception: Chairman of the Board, or any     
other director being under specific contract with the Corporation creating      
circumstance legal but contrary to the general rule, or in the event of an      
unusual circumstance, whereby the Board or some member of the Board would be    
dismissed prior to the end of a twelve month period.                            

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Section 7.        Special Meetings - Notices                                    

a) Special meeting of the Board of Directors for any purpose or purposes shall  
be called at any time by the President, or if he is absent or unable or refuses 
to act, by the Executive Vice President, or by any Vice President, or any two   
directors.                                                                      

b) Written notice of the time and place of special meetings shall be delivered  
personally to the directors or sent to each director by letter, facsimile or by 
telegram or other type of express mail, charges paid, addressed to him at the   
address as it is shown upon the records of the Corporation, or to another       
company office in which any respective director operates, or if it is not shown 
on such records as readily ascertainable, then at the place in which the meeting
of the directors are regularly held.                                            

Section 8.        Waiver of Notice                                              

  When all of the directors are present at any director's meeting,
however called or noticed, and sign a written consent thereto on the records of 
such meeting, or if a majority of the directors are present, and if those       
present sign a waiver of notice in writing, whether prior to or after the       
holding of such meeting, and thereafter said waiver shall be filed with the     
secretary of the Corporation, the transactions thereof are as valid as if had at
a meeting regularly called and noticed. In event only a majority of the         
directors are present, but the majority number of directors present is that     
which shall be required to carry a vote, had the total number of directors of   
the Corporation's business, the transactions thereof are as valid as if had at a
meeting regularly called and noticed, and attended by the total of the          
corporation's board members, since the attendance of all of the Corporation's   
board members would not alter the outcome of the vote as carried.               

Section 9.        Directors Acting in a quorum Only                             
Without a Meeting by Written Consent        

         Any action required or permitted to be taken by the Board of Directors,
may be taken without a physical meeting, and shall carry the same force and     
effect as if done by the required majority number of board members, as if had a 
meeting regularly called, noticed and attended by the same majority of board    
members or by the total number of board members. Any document or certificate    
relating to an action so taken by written consent, shall state thereon that the 
carrying vote was taken by written consent of the required majority of the Board
of Directors of the Corporation, in lieu of a physical meeting called and       
noticed, and that the By-Laws of the Corporation authorize the directors to so  
act, when deemed necessary for the benefit of the Corporation.                  

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Section 10.       Notice of Adjournment                                         

       Notice of the time and place of holding an adjourned meeting need not
be given to [illegible] directors, if the time and place be fixed at the meeting
adjourned.                                                                      

Section 11.       Quorum                                                        

a) That 'majority' of directors necessary to constitute a quorum, or to carry a 
vote, either at a meeting with only a quorum in attendance or with the total of 
the Board of Directors in attendance, shall be one half of the number of        
directors, plus at least one (1). In event all the directors are in attendance  
at any meeting of the board, then, on half of the number or directors plus one  
additional member shall be required to carry an affirmative vote or veto on any 
transaction. In event one half of the directors vote affirmative and one half   
vote against any transition or proposed proposition place before the board,     
then, the Chairman must be the additional one (1) and shall cast the deciding   
vote for or against that as was proposed. The heretofore stated requirements    
shall also be requirements for directors acting as a quorum without a meeting.  

b) A majority of the number of directors as duly installed, according to the    
Articles or By-Laws shall be necessary to constitute a quorum for the           
transaction of the Corporation's business, and any action requiring a quorum of 
the directors to be present at any meeting.                                     

Section 12.       Removal of Directors                                          

      Any and all of the directors may be removed for cause by vote of the
shareholders or by action of the Board. Directors may be removed without cause  
only by the shareholders.                                                       

Section 13.       Resignation                                                   

   A director may resign at any time by giving written notice to the
board, the President or the Secretary of the Corporation. Unless otherwise      
specified in the notice, the resignation shall take effect upon receipt thereof 
by the board or such officer, and the acceptance of the resignation shall not be
required to render the resignation effective.                                   

Section 14.       Compensation                                                  

       No compensation shall be paid to directors as such, for the services,
except by resolution of the board, a fixed sum and expenses for actual          
attendance at each regular or special meeting of the board may be authorized.   
Nothing herein contained shall be construed to preclude any director serving the
Corporation in any other capacity and receiving compensation therefore.         

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Section 15.       Presumption of Assent                                         

  A director of the Corporation who is present at a meeting of the
directors at which action on any corporate matter is taken who does not vote    
shall be presumed to assent to the action taken unless his dissent shall be     
entered in the minutes of the meeting, or unless he shall file his written      
dissent to such action with the person acting as the secretary of the meeting   
before the adjournment or immediately after the adjournment of the meeting. Such
right of silent dissent call be ruled against, at the beginning of any such     
meeting, arbitrarily by the Secretary of the Corporation, or by the acting      
secretary of the meeting, at the direct request of any one director or all      
directors. Such right to dissent shall not apply to a director who initially    
voted in favor of such action or transaction.                                   

 Article III

Officers

Section 1.        Officers                                                      

      The officers of the Corporation shall be a President, a Secretary, a
Treasurer, and at the discretion of the Board, an Executive Vice President, one 
or more Executive Vice Presidents of various corporate divisions or departments,
one or more Vice Presidents, one or more Assistant Secretaries, one or more     
Assistant Treasurers, and such other officers as may be appointed in accordance 
with provisions of Section 3 of this Article. Once person may hold more than one
office excepting those offices of President and Secretary.                      

Section 2.        Elections                                                     

 The officers of the Corporation, except such officers as may be
appointed in accordance with the provisions of Section 3, or Section 5, of this 
Article or such officer(s) who may hold a contract, executed to retain such     
officer(s) for a designated period of time, shall be chosen annually by the     
Board of Directors, and each shall hold his office until he shall resign or     
shall be removed or advanced.                                                   

Section 3.        Subordinate Officers                                          

        The Board of Directors may appoint such other officers as the business
of the Corporation may require, each of whom shall hold office for such period, 
have such authority and perform such duties as are provided in the By-Laws or as
the Board of Directors may from time to time determine.                         

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Section 4.        Removal and Resignation                                       

a) Any officer may be removed. Either with or without cause, by a majority of   
the directors at the time in office, at any regular or special meeting of the   
Board or except in case of an officer chosen by the Board of Directors, by an   
officer upon whom such power of removal may be conferred by the Board of        
Directors, according to his or her appropriate executive position.              

b) Any officer may resign at any time by giving written notice to the Board of  
Directors or to the Secretary of the Corporation. Any such resignation shall    
take effect at the date of receipt of such notice or at any later time specified
therein, and, unless otherwise specified therein, the acceptance of such        
resignation shall not be necessary to make it effective.                        

Section 5.        Vacancies                                                     

 A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in 
the By-Laws for regular appointments to such office.                            

Section 6.        Chairman of the Board                                         

      The Chairman of the Board of Directors shall preside over and assist
the Board of Directors in the formulation of polices to be pursued by the       
executive management of the shareholders, with the time and place of holding,   
whether regular or special, and if special, how authorized, the notice thereof  
given, the names of those present or represented at shareholders meeting and    
proceedings thereof.                                                            

Section 7.        President                                                     

       The President shall be the chief executive and administrative officer
of the Corporation. He shall preside at all meetings of the shareholders. He    
shall see that all orders and resolutions of the Board of Directors are carried 
into effect and in general shall perform all duties as may from time to time be 
assigned to him by the Board of Directors and shall have general charge of the  
business of the Corporation. He shall from time to time obtain information      
concerning the affairs and business of the Corporation and shall promptly lay   
such information before the Board of Directors, or he shall communicate to the  
Board of Directors as may in his judgment, affect the performance of their      
official duties. He may sign, alone if authorized, or with the Secretary or any 
other proper officer of the Corporation, any deeds, mortgages, notes bonds,     
contracts, powers of attorney, or other instruments, including certificates for 
shares of capital stock of the Corporation, which the Board of Directors has    
authorized to be executed. He may employ all agents and shall perform all other 
duties as may from time to time be delegated to him by the Chairman of the Board
of Directors.                                                                   

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Section 8.        Vice President                                                

         The Vice President shall perform such duties and possess such powers as
from time to time may be assigned to them by the President. In the absence of   
the President or in the event of his inability or refusal to act, the First     
Executive Vice President of corporate administration shall perform the duties of
the President and, when so performing, shall have all the powers of and be      
subject to all the restrictions upon the President.                             

Section 9.        Secretary                                                     

         The Secretary shall keep, or cause to be kept, a book of minutes at the
principal office or such other place as the Board of Directors may order, of all
meetings and directors and Shareholders, with the time and place of holding,    
whether regular or special, and if special, how authorized, the notice thereof  
given, the names of those present or represented at shareholders meeting and    
proceedings thereof.                                                            

Section 10.       Treasurer                                                     

a) The Treasurer shall keep and maintain, or cause to be kept and maintained,   
adequate and correct accounts of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts,           
disbursement, gains, losses, capital, surplus and shares. Any surplus, including
earned surplus, pain-in-surplus and surplus arising from a reduction of stated  
capital, shall be classified according to source and shown in a separate account
- The books of accounts shall at all reasonable times be open to inspection by  
any director.                                                                   

b) The Treasurer shall deposit all moneys and other valuables in the name and to
the credit of the Corporation with such depositories as may be designated by the
Board of Directors. He shall disburse the funds of the Corporation as may be    
ordered buy the Board of Directors, shall render to the President and directors,
whenever they request it, an account of all of his transactions as Treasurer and
of the financial condition of the Corporation, and shall have such other powers 
and perform such other duties as may be prescribed by the Board of Directors or 
the By-Laws.                                                                    

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Article IV

Executive and other Committees
And Consultants of Special Authorization

Section 1.        Committees                                                    

a) The Board of Directors may appoint an executive committee, and such other    
committees as may be necessary from time to time, consisting of such number of  
its members and with such powers as it may designate, consistent with the       
Article of Incorporation and By-Laws. Such committees shall hold office or be   
eliminated at the pleasure of the Board. The President may appoint such other   
committees as he may deem to be required from time to time.                     

b) The Board of Directors may contract with special consultants to the Board or 
special assistants to the Board or President, or special business consultants   
with certain designated powers. A "Business Consultant Advisor to the Board",   
may be authorized, in the best interest of the shareholders, to negotiate and   
formalize transactions as an authorized signature, which such transactions      
having received an affirmative vote by the Board of Directors, prior to such    
formalization.                                                                  

 Article V

Corporate Records, Reports and Documents

Section 1.        Records                                                       

         The Corporation shall maintain adequate and correct accounts, books and
records of its business and properties. All such books, records and accounts    
shall be kept at its principal Executive Offices. In event of various business  
operations divisions, all Original books and records shall be maintained in     
those Division Offices, with computer, or other transmission to the corporate   
headquarters and to the corporate Office of Records and Accounting of all       
appropriate documents and financial records.                                    

Section 2.        Inspection of Books and Records                               

         All books and records of the Corporation shall be open to inspection of
the directors from time to time and during reasonable working hours.            

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Section 3.        Certification and Inspection of By-Laws.                      

  The original or a copy of these By-Laws, as amended or otherwise
altered in date, certified by the Secretary, shall be open to inspection by the 
shareholders of the company, by appointment.                                    

Section 4.        Checks, Drafts, Etc.                                          

         All checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness, issued in the name or payable to the corporation,    
shall be signed or endorsed by such person or persons and in such manner as     
shall be determined from time to time by resolution of the Board of Directors.  

Section 5.        Contracts, Etc. How Executed.                                 

      The Board of Directors, except as in the By-Laws otherwise provided,
may authorize any officer or officers, agent or agents, to enter into any       
contract or execute any instrument in the name of and on behalf of the          
Corporation. Such authority may be general or confined to specific instances.   
Unless so authorized by the Board of Directors, no officer, agent or employee   
shall have any power or authority to bind the Corporation by any contract or    
engagement, or to pledge it's credit, or to render it liable for any purpose or 
to any amount.                                                                  

Section 6.        Annual Reports.                                               

        The Board of Directors shall cause an annual report or statement to be
sent to the shareholders of this Corporation not later than 120 days after the  
close of the fiscal or calendar year.                                           

Article VI

 Certificates and Transfer of Shares

Section 1.        Certificates of Shares.                                       

a) Certificates for shares shall be of such form and device as the Board of     
Directors may designate and shall state [illegible] thereby; its number, the par
value, if any, or a statement that such shares are without par value; a         
statement of the rights, privileges, preferences and restrictions, if any, a    
statement as to the redemption or conversion, if any, a statement of liens or   
restrictions upon transfer or voting if any; if the share be assessable or, if  
assessments are collectable by personal action, a plain statement of such facts.

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b) Every certificate for shares must be signed by the President or Vice         
President and the Secretary or an Assistant Secretary or much be authenticated  
by facsimile of a signature of the President and Secretary or by a facsimile of 
a signature countersigned by a transfer agent or transfer clerk and must be     
registered by an incorporated bank or trust company, or duly licensed stock     
transfer and registrar company, either domestic or foreign, as registrar of     
transfers.                                                                      

Section 2.        Transfer of the Books.                                        

         Upon surrender to the Secretary or transfer agent of the Corporation of
a certificate for shares duly endorsed or accompanied by proper evidence of     
succession, assignment or authority to transfer, it shall be the duty of the    
Corporation or its licensed transfer agent, to issue a new certificate to the   
person entitled thereto, cancel the old certificate and to maintain a record of 
the transaction in a designated office of the Corporation. Exception: In event  
the directors of the Corporation or its transfer agent-registrar, should        
determine there is reason to suspect any respective certificate of being invalid
or fraudulent, said certificate, along with any other documentation, pertinent  
to such certificate, shall be placed with competent legal counsel for           
investigation and verification, prior to giving authorization to "transfer".    

Section 3.        Lost of Destroyed Certificates.                               

    Any person claiming a certificate of stock to be lost of destroyed
shall make an affidavit or affirmation of that fact and as the Board of         
Directors or stock transfer entity may require, give the Corporation a bond or  
indemnity, in form and with one or more sureties satisfactory to the Board in at
least double the value of the stock represented by said certificate, whereupon a
new certificate may be issued of the same tenor and for the same number of      
shares as the one alleged to be lost of destroyed.                              

Section 4.        Transfer agent and Registrars.                                

   The Board of Directors may appoint one or more transfer agents or
transfer clerks, and one or more registrars, which shall be an incorporated bank
or trust company or a licensed stock transfer and registrar company, either     
domestic or foreign, who shall be appointed at such times and places as the     
requirements of the corporation may necessitate and the Board of Directors may  
designate.                                                                      

Section 5.        Closing Stock Transfer Books.                                 

The Board of Directors shall request of its transfer agent and
registrar according to any law of the sate of its domicile, the close of the    
transfer books for a period not exceeding thirty days or such period as being in
accordance with any existing law, preceding any annual meeting, of the          
shareholders, or the day appointed for payment of a dividend.                   

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Articles VII
Corporate Seal

Section 1.        Seal.                                                         

        The corporate seal shall be circular in form, and shall have inscribed
thereon the name of the corporation, the date of its incorporation and the state
of its domicile.                                                                

 Article VII
 Amendments to By-Laws

Section 1.        By Shareholder.                                               

        New By-Laws may be adopted or these By-Laws may be repealed or amended
at their annual meeting, or any other meeting of the shareholders called for    
that purpose, by a vote of shareholders entitled to exercise a majority of the  
voting power of the corporation, or by written assents of such shareholders.    

Section 2.        Powers of Directors.                                          

        Directors may not end or repeal any of these By-Laws without assent of
the majority vote of the shareholders.                                          

Section 3.        Record of Amendments.                                         

         The corporation shall keep an accurate succession in bound form, of all
By-Laws as repealed, and amended, and accurate to date.                         

I do hereby certify that the forgoing is a
 complete and accurate copy of the current
By-Laws of the Beverly Hills Film Studios.

                                   /s/ BJ Davis, President
                                   -----------------------
                               BJ Davis, President

15

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/09/07  SEC                               UPLOAD¶     9/28/17    1:70K  Lifestyle Medical Network, Inc.