BARBARA K. CEGAVSKE
*090503*
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
![[ex31bamendedarticlesofinc2.gif]](https://capedge.com/proxy/10-KA/0001388410-19-000160/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
OF
PARALLAX HEALTH SCIENCES, INC.
(A Nevada Corporation)
Parallax Health Sciences, Inc. (the “Corporation”), a corporation incorporated under the laws of
the stateofNevada onJuly6, 2005 under the name VB BiotechLaboratories, Inc., herebyamends
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
recommendationofthe BoardofDirectors, the stockholders ofthe Corporationholding a majority
of the voting power approved and adoptedthese 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% ofthe Corporation’s outstanding common stockonDecember 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 shallcontinue in existence perpetuallyunless 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. ThepurposeforwhichtheCorporationisto engageinanylawfulactivitywithinor without
the State of Nevada.
4.2. The Corporation mayalso maintain offices at suchother places within or withoutthe 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 fromtime 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“CommonStock”)and(b)tenmillion(10,000,000)sharesofpreferredstock,parvalue
$0.001 per share (the “{Preferred Stock”), issuable in one or more series as hereinafter
provided. Adescriptionofthe classes ofshares and a statement ofthe number ofshares 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. Commonstock. Eachshare ofCommonStock shallhave, for allpurposes one (1) vote per
share. Subject tothepreferencesapplicableto PreferredStockoutstandingat anytime, 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 ofPreferred Stockmaybe issued fromtime totime inor more
series. TheBoardofDirectorsisauthorized,byresolutionadoptedandfilledinaccordance
with law, to provide for the issue of each series of shares ofPreferred Stock. Each series
ofshares ofPreferred Stock:
(a)
may have such voting powers, fullor limited or may be without voting powers;
(b)
maybesubjecttoredemptionat suchtimeortimesandat suchpricesasdetermined
bythe Board of Directors;
(c)
maybe entitled toreceive dividends (which maybe cumulative or non-cumulative)
atsuchrateorrates,onsuchconditionsandatsuchtimes, andpayable inpreference
to, or in such relation to, the dividends payable on any other class or classes or
series of stock;
(d)
may have suchrights uponthe dissolutionof, or uponanydistributionofthe 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 ofthe Corporationor anysubsidiary, uponthe issue ofanyadditional
shares (including additional shares of such series or of any other series) and upon
the payment ofdividends or the making ofother 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,bereissuedaspartofanewseriesofsharesofPreferredStocktobecreated
by resolution or resolutions of the Board of Directors or as part of any other series
ofshares ofPreferred Stock, allsubject tothe conditions or restrictions on issuance
setforthintheresolutionorresolutionsadoptedbytheBoardofDirectorsproviding
for the issue ofany series ofshares ofPreferred 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 stockissued as fullypaid up shallever be assessable or assessed, and these Articles
ofIncorporationshall not and cannot be amended, regardless ofthe votetherefore, so asto
amend, modifyor rescind this Article 7.
ARTICLE 8. NO PREEMPTIVE RIGHTS
8.1. Except as otherwise set forthherein, none ofthe shares ofthe Corporationshallcarrywith
them any preemptive right to acquire additional or other shares of the Corporation and no
holder ofanystockoftheCorporationshallbeentitled, asofright,topurchaseorsubscribe
for anypart ofanyunissued shares of stockofthe Corporation or for anyadditionalshares
of stock, of anyclass or series, which mayat anytime 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. Everyperson who was or is a partyor is threatened to be made a partyto 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, judgements, 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
acquireand, without limitingthegeneralityofsuchstatement,theyshallbeentitledtotheir
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 anyextent whatsoever.
