Ex 3.1(b) Amended Articles of Incorporation

BARBARA K. CEGAVSKE

*090503*

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

[ex31bamendedarticlesofinc2.gif] Website: www.nvsos.gov

Filed in the office of Document Number

WN..K.

20190030247-18

Barbara K. Cegavske Filing Date and Time

Certificate to Accompany

^{Secretary of State}

^{01/23/2019 3:05 PM}

State of Nevada

Entity Number

Restated Articles or

^{E0427292005-7}

Amended and Restated Articles

(PURSUANT TO NRS)

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

This Form is to Accompany Restated Articles or Amended and Restated Articles of Incorporation

(Pursuant to NRS 78.403, 82.371, 86.221, 87A, 88.355 or 88A.250)

(This form is also to be used to accompany Restated Articles or Amended and Restated Articles for Limited-Liability

Companies, Certificates of Limited Partnership, Limited-Liability Limited Partnerships and Business Trusts)

1. Name of Nevada entity as last recorded in this office:

PARALLAX HEALTH SCIENCES, INC,

2. The articles are: (mark only one box)

Restated

✘ Amended and Restated

Please entitle your attached articles "Restated" or "Amended and Restated," accordingly.

3. Indicate what changes have been made by checking the appropriate box:

No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute

the certificate by resolution of the board of directors adopted on:

The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate.

The entity name has been amended.

The registered agent has been changed. (attach Certificate of Acceptance from new registered agent)

The purpose of the entity has been amended.

✘ The authorized shares have been amended.

The directors, managers or general partners have been amended.

IRS tax language has been added.

Articles have been added.

Articles have been deleted.

Other. The articles or certificate have been amended as follows: (provide article numbers, if available)

4. Effective date and time of filing: (optional)

Date:

01/28/2019

Time:

5:00 pm

(must not be later than 90 days after the certificate is filed)

* This form is to accompany Restated Articles or Amended and Restated Articles which contain newly altered or amended articles.

The Restated Articles must contain all of the requirements as set forth in the statutes for amending or altering the articles for

certificates.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.

Nevada Secretary of State Restated Articles

Revised: 1-5-15

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

PARALLAX HEALTH SCIENCES, INC.

(A Nevada Corporation)

Parallax Health Sciences, Inc. (the “Corporation”), a corporation incorporated under the laws of

the state of Nevada on July 6, 2005 under the name VB Biotech Laboratories, Inc., hereby amends

and restates its Articles of Incorporation, to embody in one document its original articles and the

subsequent amendments thereto, pursuant to Sections 78.390 and 78.403 of the Nevada Revised

Statutes (“NRS”).

Amended and Restated Articles of Incorporation were approved and adopted by the Board of

Directors (the “Board of Directors”) of the Corporation on December 24, 2018. Upon the

recommendation of the Board of Directors, the stockholders of the Corporation holding a majority

of the voting power approved and adopted these Amended and Restated Articles of Incorporation

by an action by written consent of at least 78,729,767 shares of common stock, representing

51.69% of the Corporation’s outstanding common stock on December 24, 2018. As a result, these

Amended and Restated Articles of Incorporation were authorized and adopted in accordance with

the Nevada Revised Statutes.

These Amended and Restated Articles of Incorporation correctly set forth the text of the

Corporation’s Articles of Incorporation as amended up to and by these Amended and Restated

Articles of Incorporation.

ARTICLE 1. NAME OF CORPORATION

1.1. The name of the Corporation is Parallax Health Sciences, Inc.

ARTICLE 2. DURATION

2.1. The Corporation shall continue in existence perpetually unless sooner dissolved according

to law.

ARTICLE 3. PRINCIPAL OFFICE

3.1. The name and address of its Registered Agent is Parasec, 318 North Carson Street, Suite

208, Carson City, Nevada 89701.

ARTICLE 4. PURPOSE

4.1. The purpose for which the Corporation is to engage in any lawful activity within or without

the State of Nevada.

4.2. The Corporation may also maintain offices at such other places within or without the State

of Nevada as it may from time to time determine. Corporate business of every kind and

nature may be conducted, and meetings of directors and shareholders may be held outside

the State of Nevada with the same effect as if in the State of Nevada.

ARTICLE 5. BOARD OF DIRECTORS

5.1.

Number. The Board of Directors of the Corporation shall consist of such number of

persons, not less than one and not to exceed 10, as shall be determined in accordance with

the bylaws from time to time.

ARTICLE 6. CAPITAL STOCK

6.1. Authorized Capital Stock. The aggregate number of shares which this Corporation shall

have authority to issue is five hundred ten million (510,000,000) shares, consisting of (a)

five hundred million (500,000,000) shares of Common Stock, par value $0.001 per share

(the “Common Stock”) and (b) ten million (10,000,000) shares of preferred stock, par value

$0.001 per share (the “{Preferred Stock”), issuable in one or more series as hereinafter

provided. A description of the classes of shares and a statement of the number of shares in

each class and the relative rights, voting power, and preferences granted to them, and

restrictions imposed upon them, shares of each class are as set forth in this Article 6.

6.2. Common stock. Each share of Common Stock shall have, for all purposes one (1) vote per

share. Subject to the preferences applicable to Preferred Stock outstanding at any time, the

holders of shares of Common Stock shall be entitled to receive such dividends and other

distributions in cash, property or shares of stock of the Corporation as may be declared

thereon by the Board of Directors from time to time out of assets or funds of the

Corporation legally available therefrom. The holders of Common Stock issued and

outstanding have and possess the right to receive notice of shareholders’ meetings and to

vote upon the election of directors or upon any other matter as to which approval of the

outstanding shares of Common Stock or approval of the common shareholders is required

or requested.

6.3. Preferred Stock. The shares of Preferred Stock may be issued from time to time in or more

series. The Board of Directors is authorized, by resolution adopted and filled in accordance

with law, to provide for the issue of each series of shares of Preferred Stock. Each series

of shares of Preferred Stock:

(a)

may have such voting powers, full or limited or may be without voting powers;

(b)

may be subject to redemption at such time or times and at such prices as determined

by the Board of Directors;

(c)

may be entitled to receive dividends (which may be cumulative or non-cumulative)

at such rate or rates, on such conditions and at such times, and payable in preference

to, or in such relation to, the dividends payable on any other class or classes or

series of stock;

(d)

may have such rights upon the dissolution of, or upon any distribution of the assets

of, the Corporation;

(e)

may be made convertible into, or exchangeable for, shares of any other class or

classes or of any other series of the same or any other class or classes of stock of

the Corporation or such other corporation or other entity at such price or prices or

at such rates of exchange and with such adjustments;

(f)

may be entitled for the benefit of a sinking fund to be applied to the purchase or

redemption of shares of such series in such amount or amounts;

(g)

may be entitled to the benefit of conditions and restrictions upon the creation of

indebtedness of the Corporation or any subsidiary, upon the issue of any additional

shares (including additional shares of such series or of any other series) and upon

the payment of dividends or the making of other distributions on, and the purchase,

redemption or other acquisition by the Corporation or any subsidiary of, any

outstanding shares of the Corporation; and

(h)

may have such other relative, participating, optional or other special rights,

qualifications, limitations or restrictions thereof, in each case as shall be stated in

said resolution or resolutions providing for the issue of such shares of Preferred

Stock. Shares of Preferred Stock of any series that have been redeemed or

repurchased by the Corporation (whether through the operation of a sinking fund

or otherwise) or that, if convertible or exchangeable, have been converted or

exchanged in accordance with their terms, shall be retired and have the status of

authorized and uninsured shares of Preferred Stock of the same series and may be

reissued as a part of the series of which they were originally a part or may, upon

the filing of an appropriate certificate with the Secretary of State of the State of

Nevada, be reissued as part of a new series of shares of Preferred Stock to be created

by resolution or resolutions of the Board of Directors or as part of any other series

of shares of Preferred Stock, all subject to the conditions or restrictions on issuance

set forth in the resolution or resolutions adopted by the Board of Directors providing

for the issue of any series of shares of Preferred Stock.

ARTICLE 7. NO FURTHER ASSESSMENTS

7.1. The capital stock, after the amount of the subscription price determine by the Board of

Directors and paid in money, property, or services, as the Board of Directors shall

determine, shall be subject to no further assessment to pay the debts of the Corporation,

and no stock issued as fully paid up shall ever be assessable or assessed, and these Articles

of Incorporation shall not and cannot be amended, regardless of the vote therefore, so as to

amend, modify or rescind this Article 7.

ARTICLE 8. NO PREEMPTIVE RIGHTS

8.1. Except as otherwise set forth herein, none of the shares of the Corporation shall carry with

them any preemptive right to acquire additional or other shares of the Corporation and no

holder of any stock of the Corporation shall be entitled, as of right, to purchase or subscribe

for any part of any unissued shares of stock of the Corporation or for any additional shares

of stock, of any class or series, which may at any time be issued, whether now or hereafter

authorized, or for any rights options, or warrants to purchase or receive shares of stock or

for any bonds, certificates of indebtedness, debentures, or other securities.

ARTICLE 9. NO CUMULATIVE VOTING

9.1. There shall be no cumulative voting of shares.

ARTICLE 10. ELECTION NOT TO BE GOVERNED

BY PROVISIONS OF NRS 78.411 TO 78.444

10.1. The Corporation, pursuant to NRS 78.434, hereby elects not to be governed by the

provisions of NRS 78.411 to 78.444, inclusive.

ARTICLE 11. INDEMNIFICATION OF OFFICERS AND DIRECTORS

11.1. The Corporation shall indemnify its directors, officers, employees, fiduciaries and agents

to the fullest extend permitted under the Nevada Revised Statutes.

11.2. Every person who was or is a party or is threatened to be made a party to or is involved in

any action, suit or proceedings, whether civil, criminal, administrative or investigative, by

reason of the fact that he or a person for whom he is the legal representative is or was a

director officer of the corporation or is or was serving at the request of the Corporation as

a director or officer of another corporation, or as its representative in a partnership, joint

venture, trust or other enterprise, shall be indemnified and held harmless to the fullest

extent legally permissible under the law of the State of Nevada from time to time against

all expenses, liability and loss (including attorney’s fees, ju dgements, fines and amounts

paid or to be paid in settlement) reasonably incurred or suffered by him in connection

therewith. Such right of indemnification shall be a contract right that may be enforced in

any manner desired by such person. Such right of indemnification shall not be exclusive

of any other right which such directors, officers or representatives may have or hereafter

acquire and, without limiting the generality of such statement, they shall be entitled to their

respective rights of indemnification under any By-Law, agreement vote of stockholders,

provision of law or otherwise, as well as their rights under this Article.

11.3. Without limiting the application of the foregoing, the Board of Directors may adopt By-

Laws from time to time with respect to indemnification to provide at all times the fullest

indemnifications permitted by the laws of the State of Nevada and may cause the

Corporation to purchase and maintain insurance on behalf of any person who is or was a

director or officer of the Corporation as a director or officer of another corporation, or as

its representative in a partnership, joint venture, trust or other enterprise against any

liability asserted against such person and incurred in any such capacity or arising out of

such status, whether or not the Corporation would have the power to indemnify such

person.

11.4. The private property of the stockholders, directors and officers shall not be subject to the

payment of corporate debt to any extent whatsoever.

11.5. No director, officer or shareholder shall have any personal liability to the Corporation or

its stockholders for damages for breech of fiduciary duty as a director or officer, except

that this provision does not eliminate nor limit in any way the liability of a director or

officer for:

(a)

acts or omissions which involve intentional misconduct, fraud or knowing violation

of law;

(b)

the payment of dividends in violation of Nevada Revised Statutes 78.300.

IN WITNESS WHEREOF, we have hereunto set our hands this 24^th day of December 2018, hereby

declaring and certifying that the facts stated hereinabove are true.

/s/ Paul R. Arena

By: Paul R. Arena

Its: Chief Executive Officer and President