exhibit3-1.htm

AMARILLO BIOSCIENCES, INC., pursuant to the provisions of Article 4.07 of the Texas Business Corporation Act, hereby adopts Restated Articles of Incorporation which accurately copy the Articles of Incorporation and all amendments thereto that are in effect to date and as further amended by such Restated Articles of Incorporation as hereinafter set forth and which contain no other change in any provision thereof.

Article Four is amended by changing the number of shares authorized in the first paragraph thereof from “fifty million (50,000,000)” to “one hundred million (100,000,000)”.

The amendment made by these Restated Articles of Incorporation has been effected in conformity with the provisions of the Texas Business Corporation Act and such Restated Articles of Incorporation and the amendment made by the Restated Articles of Incorporation was duly adopted by the Shareholders of the Corporation on the 1st day of June, 2007.

The number of shares of the Corporation outstanding at the time of such adoption was 25,476,767, and the number of shares entitled to vote thereon was 25,476,767. The number of shares voted for such amendment was 19,346,958, and the number of shares voted against such amendment was 248,595.

The Articles of Incorporation and all amendments and supplements thereto are hereby superseded by the following Restated Articles of Incorporation which accurately copy the entire text thereof and as amended as above set forth:

(1) To transact all lawful business of every kind and character for which a Corporation may be incorporated under the Texas Business Corporate Act.

(2) To prepare, write, make, provide, record, transcribe, computerize, and/or generate data, information, articles, papers, forms, projections, figures, and the application of the same, as well as to disseminate and publish such materials and documentation thereof, and to market and sell the same.

(3) To develop, write, make, buy, file, prepare, license, sublicense patents related to medicine, veterinary medicine, and/or agriculture and to market and sell the same.

(4) To make, have made, use, sell or otherwise transfer substances intended for human or nonhuman administration which, or the use or manufacture of which, is covered in whole or in part by a claim of a Licensed Patent in the country of manufacture, use, or sale.

(5) To engage for profit in the business of professional consultations in such form and manner as will serve the medical, veterinary medical, agricultural and/or livestock industries, as well as related industries.

(6) To purchase, own, hold, operate, rent, lease, sell, convey and deal in real property, personal property and services incidental to the purposes of the Corporation, subject to Part Four, Texas Miscellaneous Corporation Laws Act.

The Corporation shall have authority to issue one hundred million (100,000,000) shares of capital stock, one cent ($.01) par value.

No holder of shares of any class of the Corporation shall have the preemptive right to subscribe for or acquire additional shares of the Corporation of the same or any other class, whether such shares shall be hereby or hereafter authorized; and no holder of shares of any class of the Corporation shall have any right to acquire any shares which may be held in the Treasury of the Corporation. All such additional or Treasury shares may be sold for such consideration, at such time, and to such person or persons as the Board of Directors may from time to time determine.

The Corporation may purchase, directly or indirectly, its own shares to the extent of the aggregate of unrestricted capital surplus available therefore and unrestricted reduction surplus available therefore.

The Corporation shall have the authority to issue ten million (10,000,000) shares of preferred stock, one cent ($.01) par value. The Board of Directors of the Corporation shall have authority to establish series of the unissued preferred stock of the Corporation by affixing and determining the designations, preferences, limitations, and relative rights, including voting rights, of the shares of any series so established to the same extent that such designations, preferences, limitations and relative rights could be stated if fully set forth in these Articles of Incorporation.

The Corporation will not commence business until it has received for the issuance of its shares a consideration of the value of One Thousand Dollars ($1,000), consisting of money, labor done or property actually received.

The address of the Corporation’s registered office is 4134 Business Park Drive, Amarillo, Texas 79110, and the name of its registered agent at such address is JOSEPH M. CUMMINS.

BEFORE ME, a notary public, on this day personally appeared JOSEPH M. CUMMINS, known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declares that the statements therein contained are true and correct.