SIBLING
ENTERTAINMENT GROUP, INC.
(A Development Stage Company) Exhibit 3.2 BY-LAWS
OF
AMICI VENTURES, INC. ARTICLE 1. OFFICES SECTION
1. PRINCIPAL OFFICE. The principal of the corporation shall be in the
County of New York, State of New York. ARTICLE P SHAREHOLDERS SECTION
1. PLACE OF MEETINGS. Meetings
of the shareholders may be held at such place or places, within or without the
State of New York, as shall be fixed by the Board of Directors and stated in the notice of the meeting. SECTION
2. ANNUAL MEETING. The annual meeting of shareholders for the
election of directors and the
transaction of such other business as may properly come before the meeting
shall be held on such date as may be fixed by the directors and stated in the
notice of the meeting. SECTION
3. NOTICE OF ANNUAL MEETING. Notice
of the annual meeting, stating the time and place thereof, shall be given to
each shareholder entitled to vote, not fewer than ten nor more than fifty days
prior to the meeting. SECTION
4. SPECIAL MEETINGS. Special meetings of the shareholders may be called
by the Board of Directors or by the
President and shall be called upon receipt by either of them of a written
request by the holders of twenty-five
percent of the outstanding stock entitled to vote. SECTION
5. NOTICE OF SPECIAL MEETING. Notice
of a special meeting, stating the time,
place and purpose or purposes thereof, shall be given to each shareholder
entitled to vote, not fewer than ten nor
more than fifty days prior to the meeting. The notice shall also set forth at
whose direction it is being issued. SECTION
6. QUORUM. At any
meeting of the shareholders, the holders of a majority of the shares of stock
then entitled to vote, shall constitute a quorum for the transaction of any
business, except as otherwise provided by law or the Certificate of
Incorporation. SECTION
7. VOTING. Every
shareholder entitled to vote at a meeting of shareholders may vote in person or
by proxy and, except as otherwise provided by the Certificate of Incorporation,
shall have one vote for each share of stock registered in his name. SECTION
8. ADJOURNED MEETINGS. Any meeting of shareholders may be adjourned to a designated time and place by a vote of a majority
in interest of the shareholders present in person or by proxy and entitled to vote, even though less than a quorum is
so present. No notice of such an adjourned meeting need be given, other than by announcement at the meeting,
and any business may be transacted which might have been transacted on the original date of the meeting. SECTION 9.
ACTION WITHOUT A MEETING. Whenever under any provision of a
statute or the corporation's Certificate of
Incorporation or By-Laws shareholders are required or permitted to take any
action by vote, such action may be taken without a meeting on written consent,
setting forth the action so taken, signed by the holders of all outstanding
shares entitled to vote thereon. ARTICLE III DIRECTORS SECTION
I. NUMBER. The business of the corporation shall be managed
under the direction of its Board of
Directors, each of whom shall be at least eighteen (18) years of age. The
number of directors of the
corporation shall be such number, as shall be determined from time to time by
the incorporator(s), its Board of
Directors or its shareholders. The 31   SIBLING
ENTERTAINMENT GROUP, INC.
(A Development Stage Company)

number of directors shall not be
less than three, unless the number of shareholders
is less than three, in which event the number of directors may not be less than
the number of shareholders. The initial number of directors of the corporation
shall be such number of directors as is elected by the incorporator(s). Directors need not be
shareholders.

SECTION
2. ELECTION AND TERM OF
DIRECTORS. Directors shall be
elected at each annual shareholders
meeting, to hold office until the expiration of the term for which they are
elected, and until their successors have been elected and qualified.

SECTION
3. POWERS. The
Board of Directors shall exercise all of the powers of the corporation except
those that may be conferred upon or reserved to the shareholders by the
corporation's By-Laws or Certificate
of incorporation or by applicable law.

SECTION
4. MEETINGS. QUORUM. Meetings
of the Board may be held at any place, either within or outside the State of New York, provided a quorum is in
attendance. Except as may otherwise be provided by the Certificate of
Incorporation or by the Business Corporation Law, a majority of the directors
shall constitute a quorum at any
meeting of the Board and the vote of a majority thereof shall constitute the
act of the Board.

Special meetings of
the Board shall be held upon
notice, to each director, specifying the Lime and place thereof, and may be called by the Chairman, the President or
the Secretary. A special meeting must be
called upon the written request of two
directors. Three day's notice must be given to each director, if by mail, or two day's notice if given personally or by fax,
telecopy, telegraph or cable.

Any one or more
members of the Board or any
committee thereof may participate in a meeting of such Board or committee by
means of a conference telephone or similar communications equipment allowing
all persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.

SECTION
5. ACTION WITHOUT A MEETING. Any
action required or permitted to be taken by the Board or any Committee thereof
may be taken without a meeting if all members of the Board or the Committee
consent in writing to the adoption of a resolution authorizing the action. The
resolution and the written consents thereto by the members of the Board or
Committee shall be filed with the minutes of the proceedings of the Board or
Committee.

SECTION
6. VACANCIES. REMOVAL. Except as otherwise provided in the Certificate of
Incorporation or the By-Laws,
vacancies occurring on the Board of Directors, whether arising from removal
with or without cause, newly created
directorships, or any other reason, may be filled by a majority vote of the remaining directors, though less than a quorum,
or such vacancies may be filled by vote of the shareholders.

Except as otherwise
provided in the By-Laws or
Certificate of Incorporation, any or all of the directors may be removed (a)
with or without cause, at any time, by vote of the shareholders holding a
majority of the outstanding stock of the corporation entitled to vote, present
in person or by proxy, at any meeting of
the shareholders; (b) for cause, by action of the Board of Directors at any
regular or special meeting of the Board.

SECTION
7. COMMITTEES. The
Board of Directors, by resolution adopted by a majority of the entire Board, may designate from its members an
Executive Committee or other committee or committees, each consisting of three or more directors, with
such powers and authority (to the extent permitted by law) as may be provided in said resolution.

ARTICLE IV OFFICER$

SECTION
1. OFFICERS. The
officers of the corporation shall be a President, a Secretary and a Treasurer, each of whom shall be elected by
the Board of Directors and shall serve at the pleasure of the
Board of Directors until removed or until the election and qualification of
their respective successors. The Board of Directors may also elect a Chairman of the Board and one or more Vice
Presidents. Any two offices may be held by the same person, except the offices of President and Secretary;
provided, however, that when all of the issued and outstanding stock of the
corporation is owned by one person, such person may hold all or any combination
of offices. All vacancies occurring
among any of the officers shall be filled by the Board of Directors. Except as otherwise provided in the Certificate of
Incorporation, any officer may be removed at any time, with or without cause, by the
vote of a majority of the directors present at any regular or special meeting
of the Board.

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SIBLING
ENTERTAINMENT GROUP, INC.
(A Development Stage Company)

SECTION
2. OTHER OFFICERS. The
Board of Directors mayappoint such other officers and agents with such
powers and duties as it shall deem necessary.

SECTION
3. THE CHAIRMAN OF THE BOARD. The
Chairman of the Board, if one is elected,
shall preside at all meetings of the Board of Directors and he shall have and
perform such other duties as from Lime to time may be assigned to him by the
Board of Directors.

SECTION
4. THE PRESIDENT. In the absence or non-election of a Chairman of
the Board of Directors, the President
shall preside at all meetings of the shareholders and at all meetings of the
directors. He shall have general
management and control of the business and affairs of the corporation, subject
to the control of the Board of
Directors.

SECTION
5. VICE-PRESIDENT. The Vice-President shall, in the absence or
disability of the President, exercise
the powers and perform the duties of the President and shall exercise such
other powers and perform such other duties as shall from time to time be
assigned by the Chairman of the Board (if any), the President or the Board of
Directors.

SECTION 6.
THE TREASURER. The Treasurer shall be the chief financial
officer of the Corporation and shall have custody of all funds, securities,
evidence of indebtedness and other valuable documents of the corporation; he shall receive and give receipts and acquittance
for moneys paid in or on account of the corporation, and shall pay out of the
funds on hand all just debts of the corporation, of whatever nature, upon maturity;
he shall regularly enter in books of the company to be kept for that purpose,
full and accurate accounts of all
moneys received and paid out on account of the corporation, shall execute tax
returns of the Corporation and he shall
perform all other duties incident to the office of Treasurer and as may be
assigned to him by the Chairman of Board (if any), the President or the Board
of Directors.

SECTION
7., THE SECRETARY. The
Secretary shall keep the minutes of all proceedings of the Board of Directors
and the shareholders; he shall attend to the giving and serving of notice of
all meetings of shareholders and
directors or other notices required by law or by these By-Laws; he shall affix
the seal of the corporation to deeds, contracts and other instruments requiring
a seal, when duly signed or when so ordered by the directors; he shall have charge
of the certificate books and stock books and such other books and papers as the
Board may direct, and he shall perform all other duties incident to the office
of Secretary and as may be assigned to him by the Chairman of the Board (if
any), the President or the Board of Directors.

SECTION
8. ADDITIONAL POWERS OF
OFFICERS. In addition to the
powers specifically provided in these
By-Laws, each officer of the corporation shall have such other or additional
authority and perform such duties as
the Board of Directors may from time to time determine.

SECTION
9. COMPENSATION. Officers of the corporation shall receive only
such salary or compensation as may be
determined by the Board of Directors. No officer shall be precluded from
receiving any compensation by reason of the fact he is also a director, or from
voting on a resolution providing the same.

ARTICLE V

CAPITAL STOCK

SECTION
1. FORM AND EXECUTION OF
CERTIFICATES. Certificates of stock shall be in such form as
required by the Business Corporation Law of New York and as shall be approved
by the Board of Directors. The certificates shall be numbered and entered in
the books of the corporation in the order issued. The certificates shall be
signed by the Chairman of the Board (if any) or by the President or a Vice
President and by the Secretary or the Treasurer and they may be sealed with the
corporate seal (if any) or a facsimile thereof.

SECTION
2., TRANSFER. The shares of the corporation shall be
transferable only upon its books by
the registered holders in person or by their duly authorized attorneys, and
upon surrender of the certificate(s) for such shares, duly endorsed or properly
assigned for transfer.

SECTION
3. LOST OR DESTROYED
CERTIFICATES. Any person claiming a certificate representing
shares to be lost, destroyed or stolen, may notify the corporation and make an
affidavit or affirmation of that fact. The Board of Directors may, in its
discretion, and upon satisfactory proof of such loss, cause a new certificate
for shares to be issued. The

33

SIBLING
ENTERTAINMENT GROUP, INC.
(A Development Stage Company)

Board may require the giving of a
bond in such form and in such amount as the Board may determine as sufficient
to indemnify the corporation against any claim made against it by reason of the alleged loss or destruction of any such
certificate or the issuance of a new certificate.

SECTION
4. RECORD DATE. The Board
of Directors may fix, in advance, a date as the record date for the determination of shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment thereof, or to
express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividends, or the allotment of any rights, or for the purpose of any other action. Such date
shall not be more than fifty nor less than ten days before the date of such
meeting, nor more than fifty days prior to any other action.

ARTICLE VI

MISCELLANEOUS

SECTION
1. DIVIDENDS. The
Board of Directors may but shall not be required to declare, and the
corporation may pay, dividends in cash, securities or property, including the
securities of other corporations, on
its outstanding shares.

SECTION
2. SEAL. The directors may provide
a suitable corporate seal which shall be in the charge of the secretary and
shall be used as provided for in the By-Laws.

SECTION
3. FISCAL YEAR. The
fiscal year of the corporation may be fixed by the directors.

SECTION
4. SIGNING OF OBLIGATIONS. Checks,
notes, drafts, bills of exchange and orders for the payment of money shall be
signed or endorsed in such manner as shall be determined by the directors.

SECTION
5. NOTICE AND WAIVER OF NOTICE. Whenever notice is required to be given to any person by the certificate of incorporation,
By-Laws or applicable law, personal notice shall not be necessary unless expressly stated. Notice shall be
deemed sufficient if deposited in the United States mail, with postage thereon prepaid, addressed to such person
at such address as appears on the books of the Corporation or, if he has filed with the Secretary of the corporation
a written request that notices to him be mailed to some other address, then to
that address. Unless otherwise indicated herein, such notice shall be deemed to
have been given on the date of such mailing. Notice may also be delivered
personally, against receipt, and shall be deemed given when so delivered.

Notice need not be
given to any person who submits
a signed waiver of notice, whether before or after the time notice is required
to be given, and the presence of any person at a meeting shall constitute
waiver of notice thereof as to such person, unless such person appears solely
to object to the lack of notice.

SECTION
6. CONSTRUCTION. Whenever
used in these By-Laws, the masculine pronoun shall include the feminine and the singular shall include the plural,
unless a different meaning is otherwise required by the context.

ARTICLE
VII AMENDMENTS

Except
as otherwise provided in the Certificate of Incorporation, the By-Laws may be
adopted, amended or repealed by vote of The holders of a majority of the shares
entitled to vote. The By-Laws may be adopted, amended or repealed by majority
vote of the Board of Directors, but any such By-Law may be amended or repealed
by the shareholders entitled to vote thereon as herein provided.

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