EXHIBIT 3.3

                                     BY-LAWS
                                       OF
                            PRIVATE MEDIA GROUP, INC

ARTICLE I. REGISTERED OFFICE

The registered office shall be at 3230 Flamingo Rd. Suite 156, Las Vegas, Nevada
89121 or at such other location as the Board of director may determine. Private
Media Group, Inc. (hereinafter called the "Corporation") may also have offices
at such other places both within or without State of Nevada as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

ARTICLE II. FISCAL YEAR

The fiscal year of the Corporation shall end on the last day of December, of
each year unless another date shall be fixed by resolution of the Board of
Directors. After such date is fixed, it may be changed for future fiscal years
at any time by further resolution of the Board of Directors.

ARTICLE III. MEETING OF SHAREHOLDERS

1. Meetings

All meetings of the shareholders for the election of Directors shall either be
by waiver of notice and consent or shall be held at such place either within or
without State of Nevada as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

2. Annual Meetings

Annual meetings of shareholders may be held by waiver of notice and consent or
shall be held on such date an time as shall be designated from time to time by
the Board of Directors and stated in the notice of the meeting; at which meeting
the shareholders shall elect, either in person or by proxy, by a plurality vote
a Board of Directors and transact such other business as may property be brought
before the meeting.

3. Special Meetings

Special meetings of the shareholders, for any purpose or purposes, may be held
by waiver of notice and consent or may be called by the President and shall be
called by the President or Secretary at the request in writing of any two (2) of
the Board of Directors, or at the request in writing of shareholders owning not
less than ten (10%) percent of the entire common stock of the Corporation issued
and outstanding and entitled to vote.

4. Notice

When required by law, written notice of a special meeting stating the place,
date and hour of the meeting and the purpose or purposes for which the meeting
is called shall be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting, to each shareholder entitled to vote at such
meeting.

5. Notice of Specific Purpose

Business transacted at a special meeting shall not be limited to the purpose
stated in the notice so


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long as not more than forty (40%) percent of the shareholders present do not
object to the consideration of such business.

6. Quorum

Except as otherwise provided by statute or by the Articles of Incorporation, the
holders of fifty (50%) percent of the shares issued and outstanding and entitled
to vote at such meeting, present in person or represented by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business. If, however, such quorum shall not be present or represented at any
meeting of the shareholders, the shareholders entitled to vote at such meeting,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. Such adjourned meeting
at which a quorum shall be present or represented shall constitute the meeting
as originally notified. If the adjournment is for more than sixty (60) days, or
if after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each shareholder of record
entitled to vote at the meeting.

7. Voting Percentage

When a quorum is present at any meeting, the vote of the holders of a majority
of the shares having the power present in person or represented by proxy shall
decide any question brought before such meeting, unless the question is one upon
which, by express provision of the statutes or of the Articles of Incorporation
or of these By-Laws, a different vote is required, in which case such express
provision shall govern and control the necessary vote for such question.

8. Voting List

The officer who has charge of the stock ledger of the Corporation shall prepare
and make, at least ten (10) days before every meeting of shareholders, a
complete list of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each shareholder and the number
of shares registered in the name of each shareholder. Such list shall be open to
the examination of any shareholder for any purpose germane to the meeting,
during the ordinary business hours, for a period of at least ten (10) days prior
to the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and any be inspected by any shareholder who is present.

9. Votes Per Share and Proxies

Each shareholder shall be entitled to one vote in person or by proxy for each
share of common stock having voting power held by such shareholder, but not
proxy shall be voted on after three (3) months from its date, unless the proxy
provides for a longer period.

ARTICLES IV. DIRECTORS

1. Number

The number of Directors which shall constitute the whole Board shall consist of
not less than three (3) nor more than nine (9) Directors. The Directors shall be
elected at the annual meeting of the shareholders, except as provided in
Paragraph 2 of this Article. Each Director elected shall hold office until his
successor is elected and qualified or until he is removed pursuant to statute.
Directors need not be shareholders.


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2. Vacancies

Vacancies and newly created directorships resulting from any increase in the
authorized number of Directors may be filled by a majority of the Directors then
in office, though less than a quorum, or by a sole remaining Director. The
Director so chosen shall hold office until the next annual election and until
his successor is duly elected and shall qualify, unless sooner displaced. If
there are no Directors in office, then an election of Directors shall be held in
the manner provided by statute.

3. Powers

The business of the Corporation shall be managed by its Board of Directors which
may exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Articles of Incorporation directed or
required to be exercised or done by the shareholders.

4. Place of Meetings

The Board of Directors of the Corporation may hold meetings, both regular and
special, either within or without the State of Nevada.

5. First Meeting

The first meeting of each newly elected Board of Directors shall be held at such
time and place as shall be fixed by the vote of the shareholders at the annual
meeting and no notice of such meeting shall be necessary to the newly elected
Directors in order legally to constitute the meeting, provided a quorum shall be
present. In the event of the failure of the shareholders to fix the time or
place of such first meeting of the newly elected Board of Directors, or in the
event such meeting is not held at the time and place so fixed by the
shareholders, the meeting may be held at such time an place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors, or as shall be specified in a written waiver signed by all
of the Directors.

6. Regular Meetings

Regular meetings of the Board of Directors may be held without notice at such
time and at such place as shall from time to time be determined by the Board.

7. Special Meetings

Special meetings of the Board may be called by the President on three day's
notice to each Director, either personally or by mail or by telegram; special
meetings shall be called by the President or Secretary in like manner and on
like notice on the written request by two (2) Directors.

8. Quorum

At all meetings of the Board, a majority of the Directors shall constitute a
quorum for the transaction of business and the act of a majority of the
Directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute or by the Articles of Incorporation. If a quorum shall not be present at
any meeting of the Board of Directors, the Directors present at such meeting may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

9. Consent Meetings

Any action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting, if all members of the Board or
committee consent thereto in writing, and the


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writing or writings are field with the minutes of the Board.

10. General Authorization of Board's Authority to Issue

The Board of Directors may issue, from time to time and in its discretion, any
stock authorized by the Articles of Incorporation to be issued by the
Corporation.

ARTICLE V. NOTICES

Whenever, under the provisions of the statutes or of the Articles of
Incorporation or of these By-Laws, notice is required to be given to any
Director or shareholder, it shall not be construed to require personnel notice
unless specifically stated. Rather such notice may be given in writing, by mail,
addressed to such Director or shareholder, at his address as it appears on the
records of the Corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail. Notice to Directors may also be given by telegram, facsimile or
email.

Whenever any notice is required to be given under the provisions of the statutes
or of the Articles of Incorporation or of these By-Laws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent to such notice.

ARTICLE VI. OFFICERS

1. Officers

The Board of Directors, within twenty-one (21) days after the annual election of
the Directors in each year, shall elect a President, a Secretary and a
Treasurer, who need not be members of the Board and who need not be
shareholders. The Board at that time or from time to time may, in addition,
elect a Chief Marketing Officer, Chief Operating Officer, Chief Financial
Officer and more than one Vice-Presidents, Assistant Secretaries and Assistant
Treasurers who may or may not be members of the Board. The same person may hold
any two or more offices. The Board may also appoint such other Officers and
agents as it may deem necessary for the transaction of the business of the
Corporation.

2. Terms

The term of office of all Officers shall be one year or until their respective
successors are chosen, but any Officer may be removed from office, with or
without cause, at any meeting of the Board of Directors by the affirmative vote
of a majority of the Directors then in office. The Board of Directors shall have
powered to fill any vacancies in any offices occurring from whatever reason.

3. Salaries

The salaries and other compensation of all Officers of the Corporation shall be
fixed by the Board of Directors.

4. President

The President shall be the chief executive officer of the Corporation and shall
have the responsibility for the general and active management of the business of
the Corporation, and shall see that all orders and resolutions of the Board are
carried into effect. He shall execute all authorized conveyances, contracts or
other obligations in the name of the Corporation except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or


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agent of the Corporation. He shall preside at all meetings of the shareholders
and, if not a member of the Board of Directors, shall nonetheless receive notice
of all meetings of the Board of Directors and shall be ex-officio a member of
the Board of Directors and all standing committees of the Board of Directors.

5. Vice-President(s)

The Vice-Presidents in the order designated by the Board of Directors or,
lacking such a designation, by the President, shall in the absence or disability
of the President perform the duties and exercise the powers of the President and
shall perform such other duties as the Board of Directors shall prescribe.

6. Secretary

The Secretary shall attend all meetings of the shareholders and record all votes
and the minutes of all proceedings in a book to be kept for that purpose and
shall perform like duties for the Board of Directors and the standing commities
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and shall perform such other duties as may be prescribed by the
Board of Directors of by the President, under whose supervision he shall act. He
may execute all authorized conveyances, contracts or other obligations in the
name of the Corporation except as otherwise directed by the Board of Directors.
He shall keep in safe custody the seal of the Corporation and, when authorized
by the Board, affix the same to any instrument requiring it and, when so
affixed, it shall be attested by his signature or by the signature of the
Treasurer or an Assistant Secretary.

The Secretary shall keep a register of the address of each shareholder. Said
address shall be furnished to the Secretary by such shareholder and the
responsibilty for keeping said address current shall be upon the shareholder.
The Secretary shall have general charge of the stock transfer books of the
Corporation.

7. Treasurer

The Treasurer shall have custody of and keep account of all money, funds and
property of the Corporation, unless otherwise determined by the Board of
Directors, and he shall render such accounts and present such statements to the
Directors and President as may be required of him. He shall deposit funds of the
Corporation which may come into his hands in such bank or banks as the Board of
Directors may designate. He shall keep his bank accounts in the name of the
Corporation and shall exhibit his books and accounts at all reasonable times to
any Director of the Corporation, upon application, at the office of the
Corporation during business hours. If required by the Board of Directors, he
shall give the Corporation a bond in such sum and with such surety or sureties
as shall be satisfactory to the Board for faithful performance of the duties of
his office and for the restoration to the Corporation in case of his death,
resignation or removal from office of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the Corporation.

8. Assistants

The Assistant Secretaries and the Assistant Treasurers, if any respectively, in
the absence of the Secretary of the Treasurer, as the case may be, shall perform
the duties and exercise the powers of such Secretary of Treasurer and shall
perform such other duties as the Board of Directors shall prescribe.

9. Chief Operating Officer

The Chief Operating Officer, if appointed, shall perform all duties required in
the day to day


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operations of the Company, as directed by the President and will report directly
to the President. These duties may include, but not be limited to, hiring and
firing of personnel, selection of vendors, overseeing the employees involved in
the production of the Company's products, and the performance of all other
duties necessary to the day activities of the Company.

10. Chief Financial Officer

The Chief Financial Officer, if appointed, will perform all financial duties as
directed by the Treasurer, prepare such reports as to the finances of the
Company as may be required by the Board or the Treasurer, prepare such budgets
and projections as required by the Board or the Treasurer, and provide all
necessary services for the day to day finances of the Company. In addition, in
the event no Treasurer has been appointed or during any periods of absence of
the Treasurer, he shall exercise all duties of the Treasurer and assume all
authority of the Treasurer.

11. Chief Marketing Officer

The Chief Marketing Officer, if appointed, shall be responsible for all day to
day activities related to the marketing of the Company's products as directed by
the President and the Board. He shall participate in the development of all
marketing campaigns, be integrally involved in any joint venture involving
marketing, and be a part of the contact group for any new product development.

ARTICLE VII. VERTIFICATES

1. Lost Certificates

The Board of Directors may direct a new certificate or certificates to be issued
in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of shares to be
lost, stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

2. Surrender

Upon surrender to 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 to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

3. Record Date

In order that the Corporation may determine the shareholders entitled to notice
of or to vote at any meeting of shareholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be more than sixty
(60) days nor less than ten (10) days before the date of such meeting, nor more
than sixty (60) days prior to any other action. A determination of shareholders
of record entitled to notice of or to vote at a meeting of shareholders shall
apply to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting. Absent Board of
Directors action, the record date


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shall be ten (10) days before the date of such meeting.

4. Voting

The Corporation shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends, and to vote
as such owner, a person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other claim to 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 provided by the laws of the
State of Nevada

ARTICLE VIII. NON APPLICABILITY OF NRS 78.375 THROUGH 78.3793 AS AMENDED:

The provisions of NRS 78.378 through 78.3793 entitled "Acquisition of
Controlling Interest" shall not apply to this corporation and shall have no
force or effect on the activities of this corporation or its shareholders.

ARTICLE IX. AMENDMENTS

These By-Laws may be altered, amended or repealed or new By-Laws may be adopted
by the shareholders or by the Board of Directors at any regular meeting of the
shareholders or of the Board of Directors or at any special meeting of the
shareholders or of the Board of Directors if notice of such alteration,
amendment, repeal or adoption of new By-Laws be contained in the notice of such
special meeting.


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