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                                 EXHIBIT 3(ii).1

                          ALPHA MUSIC MFG CORP. BY-LAWS

ARTICLE I - OFFICES

The principal office of the Corporation shall be established and maintained as
designated in the Articles of Incorporation. The Corporation may also have
offices at such places within or without the State of Florida as the Board of
Directors (hereinafter, "Board") may from time to time establish.

ARTICLE II - STOCKHOLDERS

1. PLACE OF MEETINGS. Meetings of the Stockholders shall be held at the
principal office of the Corporation or at such other place within or without the
State of Florida as the Board shall authorize.

2. ANNUAL MEETING. The annual meeting of the Stockholders shall be held within
six months of the first Monday of the month in which the Corporation initial
Articles of Incorporation were first filed with the Secretary of State. If such
day falls on a legal holiday, then the annual meeting of the Stockholders shall
be held on the next business day. The Stockholders shall elect the Board and
transact such Other business as may properly come before said meeting.

3. SPECIAL MEETINGS. Special meetings of the Stockholders may be called by the
Board or by the President or at the written request of Stockholders owning a
majority of the stock entitled to vote at such meetings. A meeting requested by
the Stockholders shall be called for a date not less than ten nor more than
sixty days after a request is made. The Secretary shall issue the call for the
meeting unless the President, the Board or the Stockholders shall designate
another to make said call.

4, NOTICE OF MEETINGS. Written Notice of each meeting of the Stockholders shall
state the purpose, the time and the location of the meeting. Notice shall be
mailed to each Stockholder having the right and entitled to vote at such
meetings, at the Stockholders last address as it appears on the records of the
Corporation, not less than ten nor more than sixty days before the date set for
such meeting. Such notice shall be sufficient for the meeting and any
adjournment thereof. It any Stockholder(s) shall transfer their stock after
notice, it shall not be necessary to notify the transferee. Any Stockholder may
waive notice of any meeting either before, during or after the meeting.

5. RECORD DATE. The Board may fix a record date not more than forty days prior
to the date set for a meeting of Stockholders as the date on which the
Stockholders of record, who have the right to and are entitled to notice of and
to vote at such meeting and any adjournment thereof shall be determined. Notice
that such date has been fixed may be published in the city, town or county where
the principal office of the Corporation is located and in each city, town, or
country where a transfer agent of the stock of the Corporation is located.

6. VOTING. Every Stockholder shall be entitled at each meeting and upon each
proposal presented at such meeting to one vote for each share of voting stock
recorded in the Stockholder's name on the books of the Corporation on the record
date as fixed by the Board. If no record date was fixed, on the date of the
meeting the book of records of Stockholders shall be produced upon the request
of any Stockholder. Upon demand of any Stockholder, the vote for Directors and
the vote upon any question before the meeting, shall be by ballot. All elections
for Directors shall be decided by plurality vote; all other questions shall be
decided by majority vote.

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7. QUORUM. The presence, in person or by proxy, of Stockholders holding a
majority of the stock of the Corporation entitled to vote shall constitute a
quorum at all meetings of the Stockholders. In case a quorum shall not be
present at any meeting, a majority in interest of the Stockholders entitled to
vote thereat, present in person or by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until the requisite amount of stock entitled to vote shall be present.
At any such adjourned meeting at which the requisite amount of stock entitled to
vote be represented, any business may be transacted which might have been
transacted at the meeting as originally noticed; but only those Stockholders
entitled to vote at the meeting as originally noticed shall be entitled to vote
at any adjournment or adjournments thereof.

8. PROXIES At any Stockholders' meeting or any adjournment thereof, any
Stockholder of record having the right and entitled to vote thereat may be
represented and vote by proxy appointed in a written instrument. No such proxy
shall be voted after three years from the date of the instrument unless the
instrument provides for a longer period- In the event that any such instrument
provides for two or more persons to act as proxies, a majority of such persons
present at the meeting, or it only one be present, that one, shall have all the
powers conferred by the instrument upon all persons so designated, unless the
instrument snail otherwise provide.

9. STOCKHOLDER L1ST. After fixing a record date for a meeting, the Corporation
shall prepare an alphabetical list of the names of all its Stockholders who are
entitled to notice of a Stockholders meeting- Such list shall be arranged by
voting group with the names and addresses and the number, class and series, if
any, of the shares held by each. This list shall be available for inspection by
any Stockholder for a period of ten days prior to the meeting.

ARTICLE III - DIRECTORS

1. BOARD OF DIRECTORS. The business of the Corporation shall be managed and its
corporate powers exercised by a Board of Directors each of whom shall be of full
age It shall not be necessary for Directors to e Stockholders. The number of
Director(s) shall be determined by the Stockholders at their annual meeting.

2. ELECTION AND TERM OF DIRECTORS. Directors shall be elected at the annual
meeting of Stockholders and each Director elected shall hold office until the
Directors successor has been elected and qualified, or until the Director's
prior resignation or removal.

3. VACANCIES. If the office of any Director, member of a committee or other
office becomes vacant the remaining Directors in office, by a majority vote, may
appoint any qualified person to fill such vacancy, who shall hold office for the
unexpired term and until a successor shall be duly chosen

4. REMOVAL OF DIRECTORS. Any or all of the Directors may be removed with or
without cause by vote of a majority of all the stock outstanding and entitled to
vote at a special meeting of Stockholders called for that purpose

5. NEWLY CREATED DIRECTORSHIPS. The number of Directors may be increased by
amendment of these By-laws by the affirmative vote of a majority of the
Directors, though less than a quorum, or by the affirmative vote of a majority
in interest of the Stockholders, at the annual meeting or at a special meeting
called for that purpose; and, by like vote, the additional Directors may be
chosen at such meeting to hold office until the next annual election and until
their Successors are elected and qualified.

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6. 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
necessary to make it effective.

7. QUORUM O DIRECTORS. A majority of the Directors shall constitute a quorum for
the transaction of business. If at any meeting of the Board there shall be less
than a quorum present, a majority of those present may adjourn the meeting until
a quorum is obtained and no further notice thereof need be given other than by
announcement at the meeting which shall be so adjourned.

8. VOTING. Each Director shall be entitled at each meeting of the Directors, and
upon each proposal, matter or motion therein, to one vote. All proposals,
matters or motions presented at any Board of Directors meeting shall be decided
by a majority vote of the Directors present at said meeting.

9. PLACE AND TIME OF BOARD MEETINGS. The Board may hold its meetings at the
office of the Corporation or at such other places either within or without the
State of Florida as it may from time to time determine.

10. REGULAR ANNUAL MEETING. A regular meeting of the Board shall be held
immediately the annual meeting of the Stockholders at the place of such annual
meeting of the Stockholders.

11. NOTICE OF MEETINGS OF THE BOARD. Regular meetings of the Board may be held
without notice at such time and place as it shall from time to time determine.
Special meetings of the Board shall be held upon notice to the Directors and may
be called by the President upon three days notice to each Director either
personally, by mail, by wire, or facsimile, Special meetings shall be called by
the President, or by the Secretary, in a like manner on written request by two
Directors. Notice of a meeting need not be given to any Director who submits a
Waiver of Notice, whether before or after the meeting, or who attends the
meeting without protesting prior thereto or at its commencement the lack of
notice to said Director.

12. EXECUTIVE AND OTHER COMMITTEES. The Board, by resolution, may designate two
or more of their number to one or more committees, which to the extent provided
in said resolution or these By-laws, may exercise the powers of the Board in the
management of the business of the Corporation

13. COMPENSATION. No compensation shall be paid to Directors as such, for their
services, except as authorized by resolution of the Board establishing a fixed
sum and reimbursing expenses for actual attendance at each regular or special
meeting of the Board. Nothing herein contained shall be construed to preclude
any Director from serving the Corporation in any other capacity and receiving
compensation therefore.

ARTICLE IV - OFFICERS

1. OFFICERS ELECTION AND TERM.

1.1. The Board may eject or appoint a Chairperson, a President, one or more
Vice-Presidents, a Secretary, an Assistant Secretary, a Treasurer and an
Assistant Treasurer and such other Officers as it may determine who shall have
duties and powers as hereinafter provided.

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1.2. All Officers shall be elected or appointed to hold office until the meeting
of the Board following the next annual meeting of Stockholders and until their
successors have been elected, or appointed, and qualified.

2. REMOVAL, RESIGNATION, SALARY etc.

2.1. Any Officer elected or appointed by the Board may be removed by the Board
with or without cause.

2.2. in the event of the death, resignation or removal of an Officer, the Board
in its discretion may elect or appoint a successor to fill the unexpired terms.

2.3. Any two or more offices may be held by the same person.

2.4. The salaries of all Officers shall be fixed by the Board.

2.5. The Directors may require any Officer to give security for the faithful
performance of that Officer's duties.

3. CHAIRPERSONS. The Chairperson of the Board, if one be elected, shall preside
at all meetings of the Board and shall have and perform such other duties from
time to time as may be assigned to the Chairperson by the Board Or the executive
committee.

4. PRESIDENT. The President may be the Chief Executive Officer of the
Corporation and shall have the general powers and duties of supervision and
management usually vested in the office of the President of the Corporation. The
President shall preside at all meetings of the Stockholders, if present thereat,
and, in the absence or non-election of the Chairperson of the Board, at all
meetings of the Board and shall have general supervision, direction and control
of the business of the Corporation. Except as the Board shall authorize the
execution thereof in some other manner, the President shall execute bonds,
mortgages and other contracts in behalf of the Corporation and shall cause the
seal to be affixed to any instrument requiring it and when so affixed, the seal
shall be attested to by the signature of the Secretary or the Treasurer or an
Assistant Secretary or an Assistant Treasurer.

5. VICE PRESlDENTS. During the absence or disability of the President, the
Vice-President or, if there be more than one, the Executive Vice-President shall
have all the powers and functions of the President. Each Vice-President shall
perform such other duties as the Board shall prescribe.

6. SECRETARY. The Secretary shall attend all meetings of the Board and of the
Stockholders' record all votes and minutes of all proceedings in a book to be
kept for that purpose; give or cause to be given notice of all meetings of
Stockholders and of meetings and special meetings of the Board; keep in safe
custody the seal of the Corporation and affix it to any instrument when
authorized by the Board or the President, when required; prepare or cause to be
prepared and keep available at each meeting of Stockholders a certified list in
alphabetical order of the names of Stockholders entitled to vote thereat,
indicating the number of shares of. each respective class held by each; keep all
the documents and records ot the Corporation as required by law or otherwise in
a proper and safe manner and perform such other duties as may be prescribed by
the Board or assigned by the President.

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7. ASSISTANT SECRETARIES. During the absence or disability of the Secretary, the
Assistant-Secretary, or if there are more than one, the one so designated by the
Secretary or by the Board shall have all the powers and functions of the
Secretary.

8. TREASURER. The Treasurer shall have the custody of the corporate funds and
securities; keep full and accurate accounts of receipts and disbursements in the
corporate books; deposit all money and other valuables in the name and to the
credit of the Corporation in such depositories as may be designated by the
Board; disburse the funds of the Corporation as may be ordered or authorized by
the Board and preserve proper vouchers for such disbursements; render to the
President and Board at the regular meetings of the Board, or whenever they
require it, an account of all the transactions made as Treasurer and provide an
assessment of the financial condition of the Corporation. The Treasurer shall
also render a full financial report at the annual meeting of the Stockholders if
so requested. The Treasurer may request and shall be furnished by all corporate
Officers and agents with such reports and statements as the Treasurer may
require as to all financial transactions of the Corporation and shall perform
such other duties as are designated by these By-laws or as from time to time are
assigned by the Board.

9. ASSISTANT TREASURERS. During the absence or disability of the Treasurer, the
Assistant Treasurer, or if there be more than one, the one so designated by the
Treasurer or the Board, shall have all the powers and functions of the
Treasurer.

10. SURETIES AND BQNDS. In case the Board shall so require, any Officer or agent
of the Corporation shall execute to the Corporation a bond in such sum and with
such surety or sureties as the Board may direct, conditioned upon the faithful
performance of duties to the Corporation and including responsibility for
negligence and for the accounting of all property, funds or securities of the
Corporation which such Officer or agent may be responsible for.

ARTICLE V - CERTIFICATES FOR SHARES

1. CERTIFICATES The shares of the Corporation shall be represented by
certificate. They shall be numbered and entered in the books of the Corporation
as they are issued. They shall exhibit the holder's name, the number of shares
and shall be signed by the President and Secretary and shall bear the Corporate
seal. When such certificates are signed by the transfer agent or an assistant
transfer agent or by a transfer clerk acting on behalf of the Corporation and a
registrar, the signatures of such Officers may be facsimiles.

2. LOST OR DESTROYED CERTIFICATES The Board may direct a new certificate or
certificates to be Issued in place of any certificates theretofore issued by the
Corporation alleged to have been lost or destroyed, upon the offering of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed- When authorizing such issue of a new certificate or certificates, the
Board may, in its discretion as a condition preceding the issuance thereof,
require the owner of such lost or destroyed certificate or certificates, or the
owner's legal representative, to advertise the same in such manner as it shall
require and/or give the Corporation a bond in such sum and with such surety or
sureties 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 or destroyed.

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3. TRANSFER OF SHARES Upon surrender to the Corporation or the 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 to issue a new certificate to the person entitled
thereto and cancel the old certificate. Every such transfer shall be entered in
the transfer book of the Corporation which shall be kept at its principal
office. Whenever a transfer shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer ledger. No
transfer shall be made within ten days next preceding the annual meeting of the
Stockholders.

4. CLOSING TRANSFER BOOKS. The Board shall have the power to close the share
transfer books of the Corporation for a period of not more than ten days during
the thirty day period immediately preceding:

4.1. any Stockholder's meeting; or

4.2. any date upon which Stockholders shall be called upon to take action Or
have such a right without a meeting; or

4.3. any date fixed for the payment of a dividend or any other form of
distribution, and only those Stockholders of record at the time the transfer
books are closed shall be recognized as such for the purpose of:

4.3.1. receiving notice of or voting at such meeting; or

4.3.2. allowing the exercise of appropriate action; or

4.3.3. entitling them to receive any dividend or other form of distribution.

ARTICLE VI - DIVIDENDS

The Board may out of funds legally available, at any regular or special meeting,
declare dividends upon the capital stock of the Corporation as and when it deems
expedient- Before declaring any dividend there may be set apart out of any funds
of the Corporation available for dividends such sum or sums as the Board from
time to time in their discretion deem proper for working capital or as a reserve
fund to meet contingencies or for equalizing dividends for such other purposes
as the Board shall deem conducive to the interests of the Corporation

ARTICLE VII - CORPORATE SEAL

The seal of the Corporation shall bear the name of the Corporation, the year of
its organization and the words "CORPORATE SEAL, FLORIDA" or OFFICIAL CORPORATE
SEAL, FLORIDA. The seal may be used by causing it to be impressed directly on
the instrument or writing to be sealed, or upon adhesive substance affixed
thereto. The seal on the certificates for shares or On any Corporate obligation
for the payment of money may be a facsimile or, in the alternative, engraved or
printed.

ARTICLE VIII - EXECUTION OF INSTRUMENTS

All Corporate instruments and documents shall be signed or countersigned,
executed, verified or acknowledged by such Officer or Officers or other person
or persons as the Board may from time to time designate. All checks, drafts or
other orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the Corporation shall be signed by such Officer or
Officers, or by such agent or agents of the Corporation, and in such manner as
shall be determined from time to time by resolution of the Board.

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ARTICLE IX - FISCAL YEAR

The fiscal year shall begin on the first day of each year.

ARTICLE X - NOTICE AND WAIVER OF NOTICE

1. SUFFICIENCY OF .NOTICE. Whenever any notice is required by tries, By-laws to
be given, personal notice is not meant unless expressly so stated. Any notice so
required shall be deemed to be sufficient if given by depositing the same in a
United States Postal Service post office mail collecting container In a sealed
postage-paid wrapper, addressed to the person entitled thereto at the last known
post office address, and such notice shall be deemed to have been given on the
day of such mailing. Shareholders not entitled to vote shall not be entitled to
notice of any meetings except as otherwise provided by Statute.

2. WAIVERS Whenever any notice whatsoever is required to be given under the
provisions of any law or under the provisions of the Articles of Incorporation
or 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 thereto.

ARTICLE Xl- CONSTRUCTION

Whenever a conflict arises between the language of these By-laws and the
Articles of Incorporation, the Articles of Incorporation shall govern.

ARTICLE XII - CLOSE CORPORATION

1. CONDUCT OF BUSINESS WITHOUT MEETINGS. Any action of the Stockholders,
Directors or committees may be taken if consent in writing, setting forth the
action so taken, shall be signed by all persons who would be entitled to vote on
such action at a meeting and filed with the Secretary of the Corporation as part
of the proceedings of the Stockholders, Directors or committees as the case may
be.

2. MANAGEMENT BY STOCKHOLDERS. In the event the Stockholders are named in the
Articles of Incorporation and are empowered therein to manage the affairs of the
Corporation in lieu of Directors, the Stockholders of the Corporation shall be
deemed Directors for the purposes at these By-laws and wherever the words
"Directors," "Board of Directors" or "Board" appear in these By-laws those words
shall be taken to mean Stockholders as well

3. MANAGEMENT BY A BOARD. The Stockholders may, by majority vote, create a Board
to manage the business of the Corporation and exercise its corporate powers.

ARTICLE XIII - AMENDMENTS

These By-laws may be altered or repealed by the affirmative vote of a majority
at the Board of Directors it notice of the proposed alteration or repeal to be
made is contained in the notice of such annual or special meeting of the Board
of Directors.

ARTICLE XIV - EMERGENCY BY-LAWS

Pursuant to Florida statute 607.0207 the Corporation adopts the following
By-laws herein below, which shall be effective only if a quorum of the Directors
of the Corporation cannot be readily assembled due to some catastrophic event.

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1. CALLING A MEETING. In the event of such catastrophic event, any member of the
Board shall be authorized to call a meeting of the Board, Such member calling an
emergency meeting shall use any means of communication at the members disposal
to notify all other members of the Board of such meeting,

2. QUORUM. Any one member of the Board shall constitute a quorum of the Board.
The members of the Board meeting during such an emergency, may select any person
or persons as additional Board members, Officers or agents of the Corporation,

3. INDEMNIFICATION. The members of such emergency Board are authorized to
utilize any means at their disposal to preserve and protect the assets of the
Corporation. Any action taken in good faith and acted upon in accordance with
these By-laws shall bind the Corporation; and the Corporation shall hold
harmless any Director, Officer, employee or agent undertaking such action.

4. TERMINATION OF EMERGENCY BY-LAWS. These emergency By-laws shall cease to have
effect upon conclusion of the emergency period.