November 4, 2019

Paul R. Arena
Chief Executive Officer
Parallax Health Sciences, Inc.
1327 Ocean Avenue, Suite B
Santa Monica, CA 90401

       Re: Parallax Health Sciences, Inc.
           Amendment No. 2 to Registration Statement on Form S-1
           Filed October 30, 2019
           File No. 333-231981

Dear Mr. Arena:

      We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our August 8,
2019 letter.

Amended Registration Statement on Form S-1

Employees, page 39

1.     We reissue comment 1. Please disclose the total number of employees, in
addition to the
       number of full-time employees. See Item 101(h)(4)(xii) of Regulation
S-K.
Security Ownership of Certain Beneficial Owners and Management, page 89

2.     We reissue comment 7. We note that you have now included indirect
ownership of
       holdings. Please revise the summary compensation table consistent with
Item 403 of
       Regulation S-K. We note that you have allocated portions of the shares
held by Montecito
       to M. Katuska Sandoval and Dr. Gorlach. Please revise to reflect the
entire amount
       beneficially owned by Montecito in the beneficial ownership table for M.
Katuska
 Paul R. Arena
FirstName LastNamePaul Inc. Arena
Parallax Health Sciences, R.
Comapany 4, 2019
November NameParallax Health Sciences, Inc.
Page 2
November 4, 2019 Page 2
FirstName LastName
         Sandoval and Dr. Gorlach, since they are deemed to be beneficial
owners. Where more
         than one beneficial owner is known to be listed for the same
securities, appropriate
         disclosure should be made to avoid confusion. See Instruction 5 to
Item 403 of
         Regulation S- K. In addition, we note in your response letter that Mr.
Winthrow
         transferred his shares to M. Katuska Sandoval, his spouse. Such shares
should be
         included in Mr. Winthrow's beneficial ownership in the table. Refer to
Securities Act
         Release No. 33-4819 ("a person is regarded as the beneficial owner of
securities held in
         the name of his or her spouse and their minor children"). Please
revise the beneficial
         ownership table accordingly.
3.       We reissue comment 8. Based upon footnote one to the table, the
percentage ownership is
         based upon the common stock outstanding, common stock underlying
vested options and
         warrants and common stock underlying preferred stock and dividends.
Please revise
         consistent with Instruction 1 to Item 403 of Regulation S-K and Rule
13d-3(d)(1) of the
         Exchange Act. Any securities not outstanding which are subject to such
options,
         warrants, rights or conversion privileges shall be deemed to be
outstanding for the purpose
         of computing the percentage of outstanding securities of the class
owned by such person
         but shall not be deemed to be outstanding for the purpose of computing
the percentage of
         the class by any other person.
Certain Relationships and Related Transactions, and Director Independence, page
90

4.       We note your response to comment 2 and reissue in part. Please
disclose the the nature of
         the relationship between the Company and Intellectual Property Network
and the use of
         the cash advances. See Item 404(d)(1) of Regulation S-K.
5.       Please add back the disclosure regarding the relationship between M.
Katuska Sandoval
         and Mr. Winthrow.
Description of Indebtedness, page 93

6.       Please consider adding a separate risk factor discussing the prior and
current defaults,
         discussing the specific defaults in greater specificity. Reconcile the
statement on page 15
         that your defaults were in the past and all have been cured to the
satisfaction of the
         noteholder with the disclosure on page 93 reflecting current defaults.
Please also revise
         the MD&A section to discuss these defaults. In addition, we note the
disclosure on page
         93 regarding the verbal agreement to extend the due date of such
convertible
         notes. Please provide a written description of the oral agreement. See
Question 146.04 of
         the Regulation S-K Compliance and Disclosure Interpretations available
at
         http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.
Recent Sales of Unregistered Securities, page 99

7.       We partially reissue comment 13. Please name the persons or identify
the class of persons
         to whom the convertible debentures were issued. See Item 701(b) of
Regulation S-K. In
         addition,please briefly state the facts relied upon to make the
exemption available for the
 Paul R. Arena
Parallax Health Sciences, Inc.
November 4, 2019
Page 3
         convertible debentures. In addition, we note your response regarding
your reliance upon
         Rule 701 stating that you are a voluntary filer. We note that the
company filed a Form 8-
         A12G filed on March 28, 2007. Therefore, you appear to be subject to
the reporting
         requirements under Section 13 of the Exchange Act. Therefore, please
provide the basis
         for your reliance upon Rule 701 or provide if another exemption was
available for such
         transactions.
       You may contact Joanna Lam at 202-551-3476 or Craig Arakawa at
202-551-3650 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Michael Killoy at 202-551-7576 or Pam Howell at 202-551-3357 with any
other
questions.



FirstName LastNamePaul R. Arena                               Sincerely,
Comapany NameParallax Health Sciences, Inc.
                                                              Division of
Corporation Finance
November 4, 2019 Page 3                                       Office of Real
Estate & Construction
FirstName LastName