Exhibit
      3.2






**BYLAWS**


**OF**


**4C
      CONTROLS INC.**






**I.
            SHAREHOLDER’S MEETING.**




**.01
        Annual Meetings.**




The
      annual meeting of the shareholders of this Corporation, for the purpose of
      election of Directors and for such other business as may come before it, shall
      be held at the registered office of the Corporation, or such other places,
      either within or without the State of Nevada, as may be designated by the notice
      of the meeting, on the first week in May of each and every year, at 1:00 p.m.,
      commencing in 2006, but in case such day shall be a legal holiday, the meeting
      shall be held at the same hour and place on the next succeeding day not a
      holiday.




**.02
        Special Meeting.**




Special
      meetings of the shareholders of this Corporation may be called at any time
      by
      the holders of ten percent (10%) of the voting shares of the Corporation, or
      by
      the President, or by the Board of Directors or a majority thereof. No business
      shall be transacted at any special meeting of shareholders except as is
      specified in the notice calling for said meeting. The Board of Directors may
      designate any place, either within or without the State of Nevada, as the place
      of any special meeting called by the president or the Board of Directors, and
      special meetings called at the request of shareholders shall be held at such
      place in the State of Nevada, as may be determined by the Board of Directors
      and
      placed in the notice of such meeting.




**.03
        Notice of Meeting.**




Written
      notice of annual or special meetings of shareholders stating the place, day,
      and
      hour of the meeting and, in the case of a special meeting, the purpose or
      purposes for which the meeting is called shall be given by the secretary or
      persons authorized to call the meeting to each shareholder of record entitled
      to
      vote at the meeting. Such notice shall be given not less than ten (10) nor
      more
      than fifty (50) days prior to the date of the meeting, and such notice shall
      be
      deemed to be delivered when deposited in the United States mail addressed to
      the
      shareholder at his/her address as it appears on the stock transfer books of
      the
      Corporation.





**.04
        Waiver of Notice.**




Notice
      of
      the time, place, and purpose of any meeting may be waived in writing and will
      be
      waived by any shareholder by his/her attendance thereat in person or by proxy.
      Any shareholder so waiving shall be bound by the proceedings of any such meeting
      in all respects as if due notice thereof had been given.




**.05
        Quorum and Adjourned Meetings.**




A
      majority of the outstanding shares of the Corporation entitled to vote,
      represented in person or by proxy, shall constitute a quorum at a meeting of
      shareholders. A majority of the shares represented at a meeting, even if less
      than a quorum, may adjourn the meeting from time to time without further notice.
      At such adjourned meeting at which a quorum shall be present or represented,
      any
      business may be transacted which might have been transacted at the meeting
      as
      originally notified. The shareholders present at a duly organized meeting may
      continue to transact business until adjournment, notwithstanding the withdrawal
      of enough shareholders to leave less than a quorum.




**.06
        Proxies.**




At
      all
      meetings of shareholders, a shareholder may vote by proxy executed in writing
      by
      the shareholder or by his/her duly authorized attorney in fact. Such proxy
      shall
      be filed with the secretary of the Corporation before or at the time of the
      meeting. No proxy shall be valid after eleven (11) months from the date of
      its
      execution, unless otherwise provided in the proxy.




**.07
        Voting of Shares.**




Except
      as
      otherwise provided in the Articles of Incorporation or in these Bylaws, every
      shareholder of record shall have the right at every shareholder’s meeting to one
      (1) vote for every share standing in his/her name on the books of the
      Corporation, and the affirmative vote of a majority of the shares represented
      at
      a meeting and entitled to vote thereat shall be necessary for the adoption
      of a
      motion or for the determination of all questions and business which shall come
      before the meeting.




**II.
           DIRECTORS.**




**.01
        General Powers.**




The
      business and affairs of the Corporation shall be managed by its Board of
      Directors.


2


**.02
        Number, Tenure and Qualifications.**




The
      number of Directors of the Corporation shall be not less than one nor more
      than
      thirteen. Each Director shall hold office until the next annual meeting of
      shareholders and until his/her successor shall have been elected and qualified.
      Directors need not be residents of the State of Nevada or shareholders of the
      Corporation.




**.03
        Election.**




The
      Directors shall be elected by the shareholders at their annual meeting each
      year; and if, for any cause the Directors shall not have been elected at an
      annual meeting, they may be elected at a special meeting of shareholders called
      for that purpose in the manner provided by these Bylaws.




**.04
        Unoccupied Seats and Vacancies.**




A
      majority of the Board of Directors may fill any unoccupied seat or vacancy
      on
      the Board of Directors. The Director appointed to fill the unoccupied seat
      or
      vacancy will hold office until the next annual meeting of shareholders.




**.05
        Resignation.**




Any
      Director may resign at any time by delivering written notice to the secretary
      of
      the Corporation.




**.06
        Meetings.**




At
      any
      annual, special or regular meeting of the Board of Directors, any business
      may
      be transacted, and the Board may exercise all of its powers. Any such annual,
      special or regular meeting of the Board of Directors of the Corporation may
      be
      held outside of the State of Nevada, and any member or members of the Board
      of
      Directors of the Corporation may participate in any such meeting by means of
      a
      conference telephone or similar communications equipment by means of which
      all
      persons participating in the meeting can hear each other at the same time;
      the
      participation by such means shall constitute presence in person at such meeting.




*A.
        Annual Meeting of Directors.*




Annual
      meetings of the Board of Directors shall be held immediately after the annual
      shareholders’ meeting or at such time and place as may be determined by the
      Directors. No notice of the annual meeting of the Board of Directors shall
      be
      necessary.


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*B.
        Special Meetings.*




Special
      meetings of the Directors shall be called at any time and place upon the call
      of
      the president or any Director. Notice of the time and place of each special
      meeting shall be given by the secretary, or the persons calling the meeting,
      by
      mail, radio, telegram, or by personal communication by telephone or otherwise
      at
      least one (1) day in advance of the time of the meeting. The purpose of the
      meeting need not be given in the notice. Notice of any special meeting may
      be
      waived in writing or by telegram (either before or after such meeting) and
      will
      be waived by any Director in attendance at such meeting.




*C.
        Regular Meetings of Directors.*




Regular
      meetings of the Board of Directors shall be held at such place and on such
      day
      and hour as shall from time to time be fixed by resolution of the Board of
      Directors. No notice of regular meetings of the Board of Directors shall be
      necessary.




**.07
        Quorum and Voting.**




A
      majority of the Directors presently in office shall constitute a quorum for
      all
      purposes, but a lesser number may adjourn any meeting, and the meeting may
      be
      held as adjourned without further notice. At each meeting of the Board at which
      a quorum is present, the act of a majority of the Directors present at the
      meeting shall be the act of the Board of Directors. The Directors present at
      a
      duly organized meeting may continue to transact business until adjournment,
      notwithstanding the withdrawal of enough Directors to leave less than a quorum.




**.08
        Compensation.**




By
      resolution of the Board of Directors, the Directors may be paid their expenses,
      if any, of attendance at each meeting of the Board of Directors and may be
      paid
      a fixed sum for attendance at each meeting of the Board of Directors or a stated
      salary as Director. No such payment shall preclude any Director from serving
      the
      Corporation in any other capacity and receiving compensation therefor.




**.09
        Presumption of Assent.**




A
      Director of the Corporation who is present at a meeting of the Board of
      Directors at which action on any corporate matter is taken shall be presumed
      to
      have assented to the action taken unless his/her dissent shall be entered in
      the
      minutes of the meeting or unless he/she shall file his/her written dissent
      to
      such action with the person acting as the secretary of the meeting before the adjournment
      thereof or shall forward such dissent by registered mail to the secretary of
      the
      Corporation immediately after the adjournment of the meeting. Such right to
      dissent shall not apply to a Director who voted in favor of such action.


4


**.10
        Executive and Other Committees.**




The
      Board
      of Directors, by resolution adopted by a majority of the full Board of
      Directors, may designate from among its members an executive committee and
      one
      of more other committees, each of which, to the extent provided in such
      resolution, shall have and may exercise all the authority of the Board of
      Directors, but no such committee shall have the authority of the Board of
      Directors, in reference to amending the Articles of Incorporation, adoption
      a
      plan of merger or consolidation, recommending to the shareholders the sale,
      lease, exchange, or other disposition of all of substantially all the property
      and assets of the dissolution of the Corporation or a revocation thereof,
      designation of any such committee and the delegation thereto of authority shall
      not operate to relieve any member of the Board of Directors of any
      responsibility imposed by law.




**.11
        Chairman of Board of Directors.**




The
      Board
      of Directors may, in its discretion, elect a chairman of the Board of Directors
      from its members; and, if a chairman has been elected, he/she shall, when
      present, preside at all meetings of the Board of Directors and the shareholders
      and shall have such other powers as the Board may prescribe.




**.12
        Removal.**




Directors
      may be removed from office with or without cause by a vote of shareholders
      holding a majority of the shares entitled to vote at an election of Directors.




**III.
           ACTIONS BY WRITTEN CONSENT.**




Any
      corporate action required by the Articles of Incorporation, Bylaws, or the
      laws
      under which this Corporation is formed, to be voted upon or approved at a duly
      called meeting of the Directors or shareholders may be accomplished without
      a
      meeting if a written memorandum of the respective Directors or shareholders,
      setting forth the action so taken, shall be signed by all the Directors or
      shareholders, as the case may be.


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**IV.
           OFFICERS.**




**.01
        Officers Designated.**




The
      Officers of the Corporation shall be a president, one or more vice presidents
      (the number thereof to be determined by the Board of Directors), a secretary
      and
      a treasurer, each of whom shall be elected by the Board of Directors. Such
      other
      Officers and assistant officers as may be deemed necessary may be elected or
      appointed by the Board of Directors. Any Officer may be held by the same person,
      except that in the event that the Corporation shall have more than one director,
      the offices of president and secretary shall be held by different persons.




**.02
        Election, Qualification and Term of Office.**




Each
      of
      the Officers shall be elected by the Board of Directors. None of said Officers
      except the president need be a Director, but a vice president who is not a
      Director cannot succeed to or fill the office of president. The Officers shall
      be elected by the Board of Directors. Except as hereinafter provide, each of
      said Officers shall hold office from the date of his/her election until the
      next
      annual meeting of the Board of Directors and until his/her successor shall
      have
      been duly elected and qualified.




**.03
        Powers and Duties.**




The
      powers and duties of the respective corporate Officers shall be as follows:




*A.
        President.*




The
      president shall be the chief executive Officer of the Corporation and, subject
      to the direction and control of the Board of Directors, shall have general
      charge and supervision over its property, business, and affairs. He/she shall,
      unless a Chairman of the Board of Directors has been elected and is present,
      preside at meetings of the shareholders and the Board of Directors.




*B.
        Vice President.*




In
      the
      absence of the president or his/her inability to act, the senior vice president
      shall act in his place and stead and shall have all the powers and authority
      of
      the president, except as limited by resolution of the Board of Directors.




*C.
        Secretary.*




The
      secretary shall:


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1.
            Keep
                the minutes of the shareholder’s and of the Board of Directors meetings in
                one or more books provided for that purpose;




2.
            See
                that all notices are duly given in accordance with the provisions
                of these
                Bylaws or as required by law;




3.
            Be
                custodian of the corporate records and of the seal of the Corporation
                and
                affix the seal of the Corporation to all documents as may be required;




4.
            Keep
                a register of the post office address of each shareholder which shall
                be
                furnished to the secretary by such shareholder;




5.
            Sign
                with the president, or a vice president, certificates for shares
                of the
                Corporation, the issuance of which shall have been authorized by
                resolution of the Board of Directors;




6.
            Have
                general charge of the stock transfer books of the corporation; and,




7.
            In
                general perform all duties incident to the office of secretary and
                such
                other duties as from time to time may be assigned to him/her by the
                president or by the Board of Directors.




*D.
        Treasurer.*




Subject
      to the direction and control of the Board of Directors, the treasurer shall
      have
      the custody, control and disposition of the funds and securities of the
      Corporation and shall account for the same; and, at the expiration of his/her
      term of office, he/she shall turn over to his/her successor all property of
      the
      Corporation in his/her possession.




*E.
        Assistant Secretaries and Assistant Treasurers.*




The
      assistant secretaries, when authorized by the Board of Directors, may sign
      with
      the president or a vice president certificates for shares of the Corporation
      the
      issuance of which shall have been authorized by a resolution of the Board of
      Directors. The assistant treasurers shall, respectively, if required by the
      Board of Directors, give bonds for the faithful discharge of their duties in
      such sums and with such sureties as the Board of Directors shall determine.
      The
      assistant secretaries and assistant treasurers, in general, shall perform such
      duties as shall be assigned to them by the secretary or the treasurer,
      respectively, or by the president or the Board of Directors.




**.04
        Removal.**




The
      Board
      of Directors shall have the right to remove any Officer whenever in its judgment
      the best interest of the Corporation will be served thereby.


7


**.05
        Vacancies.**




The
      Board
      of Directors shall fill any office which becomes vacant with a successor who
      shall hold office for the unexpired term and until his/her successor shall
      have
      been duly elected and qualified.




**.06
        Salaries.**




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






**V.
           SHARE CERTIFICATES**




**.01
        Form and Execution of Certificates.**




Certificates
      for shares of the Corporation shall be in such form as is consistent with the
      provisions of the Corporation laws of the State of Nevada. They shall be signed
      by the president and by the secretary, and the seal of the Corporation shall
      be
      affixed thereto. Certificates may be issued for fractional shares.




**.02
        Transfers.**




Shares
      may be transferred by delivery of the certificates therefor, accompanied either
      by an assignment in writing on the back of the certificates or by a written
      power of attorney to assign and transfer the same signed by the record holder
      of
      the certificate. Except as otherwise specifically provided in these Bylaws,
      no
      shares shall be transferred on the books of the Corporation until the
      outstanding certificate therefor has been surrendered to the Corporation.




**.03
        Loss or Destruction of Certificates.**




In
      case
      of loss or destruction of any certificate of shares, another may be issued
      in
      its place upon proof of such loss or destruction and upon the giving of a
      satisfactory bond of indemnity to the Corporation. A new certificate may be
      issued without requiring any bond, when in the judgment of the Board of
      Directors it is proper to do so.


8


**VI.
          BOOKS AND RECORDS.**




**.01
        Books of Accounts, Minutes and Share Register.**




The
      Corporation shall keep complete books and records of accounts and minutes of
      the
      proceedings of the Board of Directors and shareholders and shall keep at its
      registered office, principal place of business, or at the office of its transfer
      agent or registrar a share register giving the names of the shareholders in
      alphabetical order and showing their respective addresses and the number of
      shares held by each.




**.02
        Copies of Resolutions.**




Any
      person dealing with the Corporation may rely upon a copy of any of the records
      of the proceedings, resolutions, or votes of the Board of Directors or
      shareholders, when certified by the president or secretary.






**VII.
         CORPORATE SEAL.**




The
      following is an impression of the corporate seal of this
      Corporation:





**VIII.
         LOANS.**




No
      loans
      shall be made by the Corporation to its Officers or Directors.




**IX.
          INDEMNIFICATION OF DIRECTORS AND OFFICERS.**




**.01
        Indemnification.**






The
      Corporation shall indemnify any person who was or is a party or is threatened
      to
      be made a party to any proceeding, whether civil, criminal, administrative
      or
      investigative (other than an action by or in the right of the Corporation)
      by
      reason of the fact that such person is or was a Director, Trustee, Officer,
      employee or agent of the Corporation, or is or was serving at the request of
      the
      Corporation as a Director, Trustee, Officer, employee or agent of another
      corporation, partnership, joint venture, trust or other enterprise, against
      expenses (including attorneys’
      fees), judgment, fines and amounts paid in settlement actually and reasonably
      incurred by such person in connection with such action, suit or proceeding
      if
      such person acted in good faith and in a manner such person reasonably believed
      to be in or not opposed to the best interests of the Corporation, and with
      respect to any criminal action or proceeding, had no reasonable cause to believe
      such person’s conduct was unlawful. The termination of any action, suit or
      proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
      contendere or its equivalent, shall not, of itself, create a presumption that
      the person did not act in good faith and in a manner which such person
      reasonably believed to be in or not opposed to the best interests of the
      Corporation, and with respect to any criminal action proceeding, had reasonable
      cause to believe that such person’s conduct was unlawful.


9


**.02
        Derivative Action**




The
      Corporation shall indemnify any person who was or is a party or is threatened
      to
      be made a party to any threatened, pending or completed action or suit by or
      in
      the right of the Corporation to procure a judgment in the Corporation’s favor by
      reason of the fact that such person is or was a Director, Trustee, Officer,
      employee or agent of the Corporation, or is or was serving at the request of
      the
      Corporation as a Director, Trustee, Officer, employee or agent of another
      corporation, partnership, joint venture, trust or other enterprise, against
      expenses (including attorney’s fees) and amount paid in settlement actually and
      reasonably incurred by such person in connection with the defense or settlement
      of such action or suit if such person acted in good faith and in a manner such
      person reasonably believed to be in or not opposed to the best interests of
      the
      Corporation, and, with respect to amounts paid in settlement, the settlement
      of
      the suit or action was in the best interests of the Corporation; provided,
      however, that no indemnification shall be made in respect of any claim, issue
      or
      matter as to which such person shall have been adjudged to be liable for gross
      negligence or willful misconduct in the performance of such person’s duty to the
      Corporation unless and only to the extent that, the court in which such action
      or suit was brought shall determine upon application that, despite circumstances
      of the case, such person is fairly and reasonably entitled to indemnity for
      such
      expenses as such court shall deem proper. The termination of any action or
      suit
      by judgment or settlement shall not, of itself, create a presumption that the
      person did not act in good faith and in a manner which such person reasonably
      believed to be in or not opposed to the best interests of the Corporation.




**.03
        Successful Defense.**




To
      the
      extent that a Director, Trustee, Officer, employee or Agent of the Corporation
      has been successful on the merits or otherwise, in whole or in part in defense
      of any action, suit or proceeding referred to in Paragraphs .01 and .02 above,
      or in defense of any claim, issue or matter therein, such person shall be
      indemnified against expenses (including attorneys’ fees) actually and reasonably
      incurred by such person in connection therewith.


10


**.04
        Authorization.**




Any
      indemnification under Paragraphs .01 and .02 above (unless ordered by a court)
      shall be made by the Corporation only as authorized in the specific case upon
      a
      determination that indemnification of the Director, Trustee, Officer, employee
      or agent is proper in the circumstances because such person has met the
      applicable standard of conduct set forth in Paragraphs .01 and .02 above. Such
      determination shall be made (a) by the Board of Directors of the Corporation
      by
      a majority vote of a quorum consisting of Directors who were not parties to
      such
      action, suit or proceeding, or (b) is such a quorum is not obtainable, by a
      majority vote of the Directors who were not parties to such action, suit or
      proceeding, or (c) by independent legal counsel (selected by one or more of
      the
      Directors, whether or not a quorum and whether or not disinterested) in a
      written opinion, or (d) by the Shareholders. Anyone making such a determination
      under this Paragraph .04 may determine that a person has met the standards
      therein set forth as to some claims, issues or matters but not as to others,
      and
      may reasonably prorate amounts to be paid as indemnification.




**.05
        Advances.**




Expenses
      incurred in defending civil or criminal action, suit or proceeding shall be
      paid
      by the Corporation, at any time or from time to time in advance of the final
      disposition of such action, suit or proceeding as authorized in the manner
      provided in Paragraph .04 above upon receipt of an undertaking by or on behalf
      of the Director, Trustee, Officer, employee or agent to repay such amount unless
      it shall ultimately be by the Corporation is authorized in this Section.




**.06
        Nonexclusivity.**




The
      indemnification provided in this Section shall not be deemed exclusive of any
      other rights to which those indemnified may be entitled under any law, bylaw,
      agreement, vote of shareholders or disinterested Directors or otherwise, both
      as
      to action in such person’s official capacity and as to action in another
      capacity while holding such office, and shall continue as to a person who has
      ceased to be a Director, Trustee, Officer, employee or agent and shall inure
      to
      the benefit of the heirs, executors, and administrators of such a person.




**.07
        Insurance.**




The
      Corporation shall have the power to purchase and maintain insurance on behalf
      of
      any person who is or was a Director, Trustee, Officer, employee or agent of
      the
      Corporation, or is or was serving at the request of the Corporation as a
      Director, Trustee, Officer, employee or agent of another corporation,
      partnership, joint venture, trust or other enterprise, against any liability
      assessed against such person in any such capacity or arising out of such
      person’s status as such, whether or not the corporation would have the power to
      indemnify such person against such liability.


11


**.08
        “Corporation” Defined.**




For
      purposes of this Section, references to the “Corporation” shall include, in
      addition to the Corporation, an constituent corporation (including any
      constituent of a constituent) absorbed in a consolidation or merger which,
      if
      its separate existence had continued, would have had the power and authority
      to
      indemnify its Directors, Trustees, Officers, employees or agents, so that any
      person who is or was a Director, Trustee, Officer, employee or agent of such
      constituent corporation or of any entity a majority of the voting stock of
      which
      is owned by such constituent corporation or is or was serving at the request
      of
      such constituent corporation as a Director, Trustee, Officer, employee or agent
      of the corporation, partnership, joint venture, trust or other enterprise,
      shall
      stand in the same position under the provisions of this Section with respect
      to
      the resulting or surviving Corporation as such person would have with respect
      to
      such constituent corporation if its separate existence had continued.






**X.
          AMENDMENT OF BYLAWS.**






**.01
        By the Shareholders.**




These
      Bylaws may be amended, altered, or repealed at any regular or special meeting
      of
      the shareholders if notice of the proposed alteration or amendment is contained
      in the notice of the meeting.




**.02
        By the Board of Directors.**




These
      Bylaws may be amended, altered, or repealed by the affirmative vote of a
      majority of the entire Board of Directors at any regular or special meeting
      of
      the Board.






**XI.
          FISCAL YEAR.**




The
      fiscal year of the Corporation shall be set by resolution of the Board of
      Directors.


12


**XII.
         RULES OF ORDER.**




The
      rules
      contained in the most recent edition of Robert’s Rules or Order, Newly Revised,
      shall govern all meetings of shareholders and Directors where those rules are
      not inconsistent with the Articles of Incorporation, Bylaws, or special rules
      or
      order of the Corporation.






**XIII.
         REIMBURSEMENT OF DISALLOWED EXPENSES.**




If
      any
      salary, payment, reimbursement, employee fringe benefit, expense allowance
      payment, or other expense incurred by the Corporation for the benefit of an
      employee is disallowed in whole or in part as a deductible expense of the
      Corporation for Federal Income Tax purposes, the employee shall reimburse the
      Corporation, upon notice and demand, to the full extent of the disallowance.
      This legally enforceable obligation is in accordance with the provisions of
      Revenue Ruling 69-115, 1969-1 C.B. 50, and is for the purpose of entitling
      such
      employee to a business expense deduction for the taxable year in which the
      repayment is made to the Corporation. In this manner, the Corporation shall
      be
      protected from having to bear the entire burden of disallowed expense
      items.






**XIV.**  **INAPPLICABILITY
      OF CERTAIN PROVISIONS OF THE NEVADA REVISED STATUTES**




The
      provisions of Sections 78.378 to 78.3793 of the Nevada Revised Statutes shall
      not apply to this Company, and are inapplicable to any acquisition of the
      securities hereof.


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