BYLAWS

                                          OF

                              PHOTOVOLTAIC SOLAR CELLS, INC.

                              (a Nevada corporation)

                                      _________

ARTICLE  I

STOCKHOLDERS

1.  CERTIFICATES  REPRESENTING  STOCK.  Every holder of stock in the corporation
shall  be  entitled  to  have  a  certificate  signed by, or in the name of, the
corporation  by the Chairman or Vice-Chairman of the Board of Directors, if any,
or  by  the  President  or a Vice-President and by the Treasurer or an Assistant
Treasurer  or  the  Secretary or an Assistant Secretary of the corporation or by
agents  designated  by  the  Board of Directors, certifying the number of shares
owned by him in the corporation and setting forth any additional statements that
may  be  required by the General Corporation Law of the State of Nevada (General
Corporation  Law).  If  any  such  certificate  is  countersigned  or  otherwise
authenticated  by  a  transfer  agent  or  transfer clerk, and by a registrar, a
facsimile  of  the signature of the officers, the transfer agent or the transfer
clerk  or  the  registrar of the corporation may be printed or lithographed upon
the certificate in lieu of the actual signatures. If any officer or officers who
shall  have  signed,  or whose facsimile signature or signatures shall have been
used  on  any  certificate  or  certificates  shall  cease to be such officer or
officers  of  the corporation before such certificate or certificates shall have
been  delivered  by  the  corporation,  the  certificate  or  certificates  may
nevertheless be adopted by the corporation and be issued and delivered as though
the  person  or  persons  who  signed such certificate or certificates, or whose
facsimile  signature  or signatures shall have been used thereon, had not ceased
to  be  such  officer  or  officers  of  the  corporation.

Whenever  the  corporation  shall  be authorized to issue more than one class of
stock  or  more  than  one  series  of  any  class  of  stock,  the certificates
representing  stock  of  any  such  class  or series shall set forth thereon the
statements  prescribed  by  the General Corporation Law. Any restrictions on the
transfer  or  registration  of  transfer  of any shares of stock of any class or
series shall be noted conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock in place of any certificate
theretofore  issued  by it, alleged to have been lost, stolen, or destroyed, and
the  Board  of Directors may require the owner of any lost, stolen, or destroyed
certificate,  or  his  legal  representative,  to  give  the  corporation a bond
sufficient  to  indemnify  the  corporation  against  any claim that may be made
against  it  on  account  of the alleged loss, theft, or destruction of any such
certificate  or  the  issuance  of  any  such  new  certificate.

2. FRACTIONAL SHARE INTERESTS. The corporation is not obliged to but may execute
and  deliver  a  certificate  for or including a fraction of a share. In lieu of
executing  and  delivering  a  certificate  for  a  fraction  of  a  share,  the
corporation  may  proceed  in the manner prescribed by the provisions of Section
78.205  of  the  General  Corporation  Law.

3.  STOCK TRANSFERS. Upon compliance with provisions restricting the transfer or
registration  of  transfer of shares of stock, if any, transfers or registration
of  transfers  of  shares  of stock of the corporation shall be made only on the
stock  ledger  of  the  corporation  by the registered holder thereof, or by his
attorney  thereunto authorized by power of attorney duly executed and filed with
the  Secretary  of  the  corporation or with a transfer agent or a registrar, if
any,  and  on  surrender  of  the certificate or certificates for such shares of
stock  properly  endorsed  and  the  payment  of all taxes, if any, due thereon.

4. RECORD DATE FOR STOCKHOLDERS. For the purpose of determining the stockholders
entitled  to  notice  of  or  to  vote  at  any  meeting  of stockholders 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 the 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 directors may fix, in advance, a record date, which
shall not be more than sixty days nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. If a record date is
not fixed, the record date is at the close of business on the day before the day
on  which  notice  is given or, if notice is waived, at the close of business on
the  day  before  the meeting is held. A determination of stockholders of record
entitled  to  notice  of or to vote at any meeting of stockholders applies to an
adjournment  of  the meeting; provided, however, that the Board of Directors may
fix  a  new  record date for the adjourned meeting. The directors must fix a new
record  date  if  the  meeting is adjourned to a date more than sixty days later
than  the  date  set  for  the  original  meeting.

5.  MEANING OF CERTAIN TERMS. As used in these Bylaws in respect of the right to
notice  of  a  meeting  of stockholders or a waiver thereof or to participate or
vote  thereat  or  to consent or dissent in writing in lieu of a meeting, as the
case  may  be,  the  term  "share" or "shares" or "share of stock" or "shares of
stock"  or  "stockholder"  or  "stockholders"  refers to an outstanding share or
shares  of  stock  and to a holder or holders of record of outstanding shares of
stock  when  the  corporation is authorized to issue only one class of shares of
stock,  and  said reference is also intended to include any outstanding share or
shares  of  stock  and  any holder or holders of record of outstanding shares of
stock of any class upon which or upon whom the Articles of Incorporation confers
such  rights where there are two or more classes or series of shares of stock or
upon  which  or  upon  whom  the  General  Corporation  Law  confers such rights
notwithstanding that the articles of incorporation may provide for more than one
class  or  series of shares of stock, one or more of which are limited or denied
such  rights thereunder; provided, however, that no such right shall vest in the
event  of  an increase or a decrease in the authorized number of shares of stock
of  any  class  or  series  which  is  otherwise  denied voting rights under the
provisions  of  the  Articles  of  Incorporation.

6.  STOCKHOLDER  MEETINGS.

- - TIME. The annual meeting shall be held on the date and at the time fixed, from
time to time, by the directors, provided, that the first annual meeting shall be
held on a date within thirteen months after the organization of the corporation,
and  each  successive  annual  meeting  shall  be held on a date within thirteen
months  after  the date of the preceding annual meeting. A special meeting shall
be  held  on  the  date  and  at  the  time  fixed  by  the  directors.

- -  PLACE.  Annual  meetings  and  special  meetings shall be held at such place,
within  or without the State of Nevada, as the directors may, from time to time,
fix.

- -  CALL.  Annual meetings and special meetings may be called by the directors or
by  any  officer  instructed  by  the  directors  to  call  the  meeting.

- -  NOTICE  OR  WAIVER  OF NOTICE. Notice of all meetings shall be in writing and
signed  by  the President or a Vice-President, or the Secretary, or an Assistant
Secretary,  or  by such other person or persons as the directors must designate.
The  notice  must  state the purpose or purposes for which the meeting is called
and  the  time when, and the place, where it is to be held. A copy of the notice
must  be  either  delivered  personally  or  mailed  postage  prepaid  to  each
stockholder  not  less  than ten nor more than sixty days before the meeting. If
mailed, it must be directed to the stockholder at his address as it appears upon
the  records of the corporation. Any stockholder may waive notice of any meeting
by  a  writing  signed by him, or his duly authorized attorney, either before or
after  the  meeting; and if notice of any kind is required to be given under the
provisions  of the General Corporation Law, a waiver thereof in writing and duly
signed  whether  before  or  after  the  time  stated  therein,  shall be deemed
equivalent  thereto.

- - CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one
of  the following officers in the order of seniority and if present and acting -
the  Chairman  of the Board, if any, the Vice-Chairman of the Board, if any, the
President,  a  Vice-President,  or,  if  none  of the foregoing is in office and
present  and  acting,  by  a  chairman  to  be  chosen  by the stockholders. The
Secretary  of  the corporation, or in his absence, an Assistant Secretary, shall
act as secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary  is  present  the Chairman of the meeting shall appoint a secretary of
the  meeting.

- -  PROXY  REPRESENTATION.  At  any  meeting of stockholders, any stockholder may
designate  another  person  or  persons  to  act  for him by proxy in any manner
described  in,  or  otherwise authorized by, the provisions of Section 78.355 of
the  General  Corporation  Law.

- -  INSPECTORS.  The  directors,  in  advance  of any meeting, may, but need not,
appoint  one  or  more  inspectors  of  election  to  act  at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding  at  the meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy  may  be  filled  by appointment made by the directors in advance of the
meeting  or  at  the meeting by the person presiding thereat. Each inspector, if
any,  before  entering  upon the discharge of his duties, shall take and sign an
oath  faithfully  to execute the duties of inspector at such meeting with strict
impartiality  and  according to the best of his ability. The inspectors, if any,
shall  determine  the number of shares of stock outstanding and the voting power
of  each,  the  shares  of  stock represented at the meeting, the existence of a
quorum,  the validity and effect of proxies, and shall receive votes, ballots or
consents,  hear and determine all challenges and questions arising in connection
with  the  right  to  vote,  count  and tabulate all votes, ballots or consents,
determine  the result, and do such acts as are proper to conduct the election or
vote  with  fairness  to all stockholders. On request of the person presiding at
the meeting, the inspector or inspectors, if any, shall make a report in writing
of  any  challenge,  question  or matter determined by him or them and execute a
certificate  of  any  fact  found  by  him  or  them.

- -  QUORUM.  A majority of the voting power, which includes the voting power that
is  present in person or by proxy, regardless of whether the proxy has authority
to  vote  on  all matters, constitutes a quorum at a meeting of stockholders for
the  transaction  of business unless the action to be taken at the meeting shall
require  a  greater proportion. The stockholders present may adjourn the meeting
despite  the  absence  of  a  quorum.

- -  VOTING.  Each share of stock shall entitle the holder thereof to one vote. In
the  election of directors, a plurality of the votes cast shall elect. Any other
action  is  approved  if the number of votes cast in favor of the action exceeds
the  number  of votes cast in opposition to the action, except where the General
Corporation  Law,  the  Articles  of  Incorporation, or these Bylaws prescribe a
different  percentage  of  votes and/or a different exercise of voting power. In
the  election  of  directors,  voting  need  not  be  by  ballot; and, except as
otherwise may be provided by the General Corporation Law, voting by ballot shall
not  be  required  for  any  other  action.

Stockholders  may  participate  in  a  meeting  of  stockholders  by  means of a
conference  telephone  or  similar  method of communication by which all persons
participating  in  the  meeting  can  hear  each  other.

7.  STOCKHOLDER  ACTION WITHOUT MEETINGS. Except as may otherwise be provided by
the  General  Corporation Law, any action required or permitted to be taken at a
meeting  of  the stockholders may be taken without a meeting if, before or after
the action, a written consent thereto is signed by stockholders holding at least
a  majority  of  the  voting  power;  provided that if a different proportion of
voting  power  is required for such an action at a meeting, then that proportion
of  written  consents  is required. In no instance where action is authorized by
written  consent  need  a  meeting  of  stockholders  be  called  or  noticed.

ARTICLE  II

DIRECTORS

1.  FUNCTIONS  AND  DEFINITION.  The Board of Directors of the corporation shall
manage the business and affairs of the corporation. The Board of Directors shall
have  authority  to  fix the compensation of the members thereof for services in
any  capacity.  The  use  of the phrase "whole Board" herein refers to the total
number  of directors that the corporation would have if there were no vacancies.

2.  QUALIFICATIONS AND NUMBER. Each director must be at least 18 years of age. A
director  need  not  be  a stockholder or a resident of the State of Nevada. The
initial  Board of Directors shall consist of the number of initial directors set
forth  in  the  corporation's original Articles of Incorporation. Thereafter the
number  of directors constituting the whole board shall be at least one. Subject
to  the  foregoing  limitation and except for the first Board of Directors, such
number  may  be  fixed from time to time by action of the stockholders or of the
directors,  or,  if  the  number is not fixed, the number shall be the number of
initial  directors  set  forth  in  the  corporation's  original  Articles  of
Incorporation.  The  number of directors may be increased or decreased by action
of  the  stockholders  or  of  the  directors.

3.  ELECTION  AND TERM. Directors may be elected in the manner prescribed by the
provisions  of  Sections 78.320 through 78.335 of the General Corporation Law of
Nevada.  The first Board of Directors shall hold office until the first election
of  directors  by  stockholders  and  until  their  successors  are  elected and
qualified or until their earlier resignation or removal. Any director may resign
at  any  time  upon written notice to the corporation. Thereafter, directors who
are  elected  at an election of directors by stockholders, and directors who are
elected  in the interim to fill vacancies and newly created directorships, shall
hold office until the next election of directors by stockholders and until their
successors  are  elected  and  qualified  or  until their earlier resignation or
removal.  In  the  interim between elections of directors by stockholders, newly
created directorships and any vacancies in the Board of Directors, including any
vacancies  resulting from the removal of directors for cause or without cause by
the  stockholders and not filled by said stockholders, may be filled by the vote
of  a  majority  of the remaining directors then in office, although less than a
quorum,  or  by  the  sole  remaining  director.

4.  MEETINGS.

- -  TIME. Meetings shall be held at such time as the Board shall fix, except that
the  first  meeting  of  a  newly  elected Board shall be held as soon after its
election  as  the  directors  may  conveniently  assemble.

- -  PLACE.  Meetings  shall  be held at such place within or without the State of
Nevada  as  shall  be  fixed  by  the  Board.

- -  CALL.  No  call shall be required for regular meetings for which the time and
place  have been fixed. Special meetings may be called by or at the direction of
the  Chairman  of  the Board, if any, the Vice-Chairman of the Board, if any, of
the  President,  or of a majority of the directors in office. - NOTICE OR ACTUAL
OR  CONSTRUCTIVE  WAIVER.  No  notice shall be required for regular meetings for
which  the  time  and place have been fixed. Written, oral, or any other mode of
notice  of  the time and place shall be given for special meetings in sufficient
time  for  the  convenient assembly of the directors thereat. Notice if any need
not  be  given  to  a  director or to any member of a committee of directors who
submits a written waiver of notice signed by him before or after the time stated
therein.

- -  QUORUM  AND  ACTION. A majority of the directors then in office, at a meeting
duly  assembled, shall constitute a quorum. A majority of the directors present,
whether  or  not  a quorum is present, may adjourn a meeting to another time and
place.  Except  as  the  Articles of Incorporation or these Bylaws may otherwise
provide,  and  except  as otherwise provided by the General Corporation Law, the
act  of  the  directors holding a majority of the voting power of the directors,
present  at a meeting at which a quorum is present, is the act of the Board. The
quorum and voting provisions herein stated shall not be construed as conflicting
with any provisions of the General Corporation Law and these Bylaws which govern
a meeting of directors held to fill vacancies and newly created directorships in
the  Board  or  action  of  disinterested  directors.

Members of the Board or of any committee that may be designated by the Board may
participate  in a meeting of the Board or of any such committee, as the case may
be,  by  means  of  a telephone conference or similar method of communication by
which all persons participating in the meeting hear each other. Participation in
a  meeting  by  said  means  constitutes  presence  in  person  at  the meeting.

- -  CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and
acting,  shall  preside  at  all  meetings.  Otherwise, the Vice-Chairman of the
Board,  if  any  and  if  present  and  acting, or the President, if present and
acting,  or  any  other  director  chosen  by  the  Board,  shall  preside.

5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for cause or
without  cause in accordance with the provisions of the General Corporation Law.

6.  COMMITTEES.  Whenever  its  number  consists  of  two  or more, the Board of
Directors  may designate one or more committees that have such powers and duties
as  the Board shall determine. Any such committee, to the extent provided in the
resolution  or  resolutions of the Board, shall have and may exercise the powers
and  authority  of  the Board of Directors in the management of the business and
affairs  of  the  corporation  and  may  authorize  the  seal  or  stamp  of the
corporation  to  be  affixed  to  all papers on which the corporation desires to
place  a  seal  or stamp. Each committee must include at least one director. The
Board of Directors may appoint natural persons who are not directors to serve on
committees.

7.  WRITTEN ACTION. Any action required or permitted to be taken at a meeting of
the  Board  of  Directors  or  of  any  committee thereof may be taken without a
meeting  if,  before or after the action, a written consent thereto is signed by
all  the  members  of  the  Board  or  of  the  committee,  as  the case may be.

ARTICLE  III

OFFICERS

1.  The corporation must have a President, a Secretary, and a Treasurer, and, if
deemed  necessary, expedient, or desirable by the Board of Directors, a Chairman
of  the Board, a Vice-Chairman of the Board, an Executive Vice-President, one or
more  other  Vice-Presidents,  one  or  more  Assistant Secretaries, one or more
Assistant Treasurers, and such other officers and agents with such titles as the
resolution  choosing  them  shall  designate.  Each of any such officers must be
natural  persons  and  must be chosen by the Board of Directors or chosen in the
manner  determined  by  the  Board  of  Directors.

2.  QUALIFICATIONS.  Except  as  may  otherwise  be  provided  in the resolution
choosing  him,  no officer other than the Chairman of the Board, if any, and the
Vice-Chairman  of  the  Board,  if  any,  need  be  a  director.

Any  person  may  hold  two  or  more  offices,  as the directors may determine.

3.  TERM  OF  OFFICE.  Unless otherwise provided in the resolution choosing him,
each  officer  shall be chosen for a term which shall continue until the meeting
of  the Board of Directors following the next annual meeting of stockholders and
until  his  successor shall have been chosen or until his resignation or removal
before  the  expiration  of  his  term.

Any  officer may be removed, with or without cause, by the Board of Directors or
in  the  manner  determined  by  the  Board.

Any  vacancy  in  any  office  may be filled by the Board of Directors or in the
manner  determined  by  the  Board.

4.  DUTIES  AND  AUTHORITY.  All  officers  of  the  corporation shall have such
authority  and  perform  such  duties  in  the  management  and operation of the
corporation  as  shall  be prescribed in the resolution designating and choosing
such  officers  and  prescribing their authority and duties, and shall have such
additional  authority  and  duties as are incident to their office except to the
extent  that  such  resolutions  or  instruments  may be inconsistent therewith.
ARTICLE  IV

REGISTERED  OFFICE

The location of the initial registered office of the corporation in the State of
Nevada  is  the address of the initial resident agent of the corporation, as set
forth  in  the  original  Articles  of  Incorporation.

The  corporation  shall  maintain at said registered office a copy, certified by
the Secretary of State of the State of Nevada, of its Articles of Incorporation,
and  all  amendments  thereto,  and  a  copy,  certified by the Secretary of the
corporation,  of these Bylaws, and all amendments thereto. The corporation shall
also  keep at said registered office a stock ledger or a duplicate stock ledger,
revised  annually, containing the names, alphabetically arranged, of all persons
who  are  stockholders of the corporation, showing their places of residence, if
known, and the number of shares held by them respectively or a statement setting
out the name of the custodian of the stock ledger or duplicate stock ledger, and
the  present  and  complete post office address, including street and number, if
any,  where  such  stock  ledger  or  duplicate  stock  ledger  is  kept.

ARTICLE  V

CORPORATE  SEAL  OR  STAMP

The  corporate seal or stamp shall be in such form as the Board of Directors may
prescribe.

ARTICLE  VI

FISCAL  YEAR

The  fiscal  year  of  the  corporation  shall be fixed, and shall be subject to
change,  by  the  Board  of  Directors.

ARTICLE  VII

INDEMNIFICATION

The  corporation  shall  indemnify,  to the fullest extent permissible under the
General  Corporation  Law,  or  the  indemnification provisions of any successor
statute,  any person, and the heirs and personal representatives of such person,
against  any  and all judgments, fines, amounts paid in settlement and costs and
expenses,  including  attorneys'  fees,  actually  and reasonably incurred by or
imposed  upon  such  person  in  connection  with,  or resulting from any claim,
action, suit or proceeding (civil, criminal, administrative or investigative) in
which  such  person  is a party or is threatened to be made a party by reason of
such  person  being  or  having  been  a  director,  officer  or employee of the
corporation,  or  of  another  corporation,  joint  venture,  trust  or  other
organization  in  which such person serves as a director, officer or employee at
the request of the corporation, or by reason of such person being or having been
an  administrator or a member of any board or committee of the corporation or of
any  such  other organization, including, but not limited to, any administrator,
board  or  committee  related  to  any  employee  benefit  plan.

The corporation shall advance expenses incurred in defending a civil or criminal
action,  suit  or  proceeding  to  any  such  director, officer or employee upon
receipt  of  an undertaking by or on behalf of the director, officer or employee
to  repay  such amount, if it shall ultimately be determined that such person is
not  entitled  to  indemnification  by  the  corporation.

The  foregoing  right of indemnification and advancement of expenses shall in no
way be exclusive of any other rights of indemnification to which any such person
may  be  entitled,  under  any  by-law,  agreement,  vote  of  shareholders  or
disinterested  directors  or  otherwise,  and  shall inure to the benefit of the
heirs  and  personal  representatives  of  such  person.

ARTICLE  VIII

CONTROL  OVER  BYLAWS

The  power to amend, alter, and repeal these Bylaws and to make new Bylaws shall
be  vested  in  the Board of Directors subject to the Bylaws, if any, adopted by
the  stockholders.

I  HEREBY  CERTIFY  that  the foregoing is a full, true, and correct copy of the
Bylaws  of Photovoltaic Solar Cells, Inc., a Nevada corporation, as in effect on
the  date  hereof.

WITNESS  my  hand  and  the  seal  or  stamp  of  the  corporation.

Dated: May 11, 2007


     /s/  Zechariah Krogen-Curtin
     Zechariah Krogen-Curtin,
     Secretary of Photovoltaic Solar Cells, Inc.