Exhibit 3.1



RESTATED

ARTICLES OF
INCORPORATION

OF

DRUGMAX.COM, INC.



DrugMax.com, Inc. (the
Corporation), a corporation organized and existing under the Nevada Revised Statutes (NRS), of the State of Nevada does hereby certify:



I.    The Corporation, pursuant to the provisions of NRS 78.403, hereby adopts these Restated Articles of Incorporation which
accurately restate and integrate the Articles of Incorporation filed on October 18, 1993, and all amendments thereto that are in effect to date as permitted by NRS 78.385.



II.    Each amendment made by these Restated Articles of Incorporation (the Restated
Articles) has been effected in conformity with the provisions of the NRS. The Restated Articles and each amendment thereto were duly approved and adopted by the unanimous written consent of the Corporations Board of Directors and by the
written consent of stockholders holding at least a majority of the voting power on September 5, 2001, and the consents given for the amendments contained herein were sufficient for approval of such amendments.



III.    The original Articles of Incorporation and all
amendments and supplements thereto are hereby superseded by the Restated Articles which are as follows:



ARTICLE ONE



The name of the corporation is DrugMax, Inc.



ARTICLE
TWO



The purpose or purposes for which this corporation is
organized are:



To engage, without qualification, in any lawful
act or activity for which corporations may be organized under the laws of the State of Nevada.



ARTICLE THREE



SECTION 3.01.
AUTHORIZED CAPITAL STOCK. The total number of shares of capital stock the corporation is authorized to issue is Twenty-Six Million (26,000,000) shares, each having a par value of $0.001, of which (i) Twenty-Four Million (24,000,000) shares shall be
designated as Common Stock and (ii) Two Million (2,000,000) shares shall be designated as Preferred Stock.



SECTION 3.02. COMMON STOCK. Each share of Common Stock issued and outstanding shall be entitled to one vote on all matters. Dividends shall be declared
and paid only out of funds legally available therefor. Shares of such Common Stock may be issued for such



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consideration and for such corporate purposes as the Board of Directors may from time to time determine. Fully paid shares of Common Stock of this
corporation shall not be liable to any further call or assessment.



SECTION 3.03. PREFERRED STOCK. The Board of Directors shall have the authority to authorize the issuance of the Preferred Stock from time to time in one or more classes or series, and to state in the resolution or resolutions from time to
time adopted providing for the issuance thereof the following:



| | (a) | Whether or not the class or series shall have voting rights, full or limited, or will be without voting rights;
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| | (b) | The number of shares to constitute the class or series and the designation thereof;
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| | (c) | The preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations, or restrictions thereof, if any, with respect to any
class or series;
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| | (d) | Whether or not the shares of any class or series shall be redeemable and, if redeemable, the redemption price or prices, and the time or times at which, and the terms and conditions
upon which, such shares shall be redeemable and the manner of redemption;
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| | (e) | Whether or not the shares of a class or series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for
retirement, and if such retirement or sinking funds shall be established, the annual amount thereof and the terms and provisions relative to the operation thereof;
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| | (f) | The dividend rate, whether dividends are payable in cash, stock of the corporation, or other property, the conditions upon which and the times when such dividends are payable, the
preference to or the relation to the payment of dividends payable on any other class or classes or series of stock, whether or not such dividend shall be cumulative or noncumulative, and if cumulative, the date or dates from which such dividends
shall accumulate;
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| | (g) | The preferences, if any, and the amounts thereof which the holders of any class or series thereof are entitled to receive upon the voluntary or involuntary dissolution of, or upon
any distribution of the assets of, the corporation;
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| | (h) | Whether or not the shares of any class or series is convertible into, or exchangeable for, the 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 and the conversion price or prices or ratio or ratios or the rate or rates at which such
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions; and
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| | (i) | Such other rights and provisions with respect to any class or series as may to the Board of Directors seem advisable.
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The shares of each class or series of the Preferred Stock may vary from the
shares of any other class or series thereof in any respect. The Board of Directors may increase the number of shares of the Preferred Stock designated for any existing class or series by a resolution adding to such class or series authorized and
unissued shares of the Preferred Stock not designated for any other class or series. The Board of Directors may decrease the number of shares of the Preferred Stock designated for any existing class or series of the Preferred Stock and the shares so
subtracted shall become authorized, unissued and undesignated shares of the Preferred Stock.



ARTICLE FOUR



The governing
board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the bylaws of this corporation, provided that the number of directors shall not
be reduced to less than three (3) nor increased to more than nine (9). Directors of the corporation need not be residents of the State of Nevada and need not own shares of the corporations stock.



ARTICLE FIVE



The Capital stock of the corporation, after the amount of the subscription price has been paid in money, property, or
services, as the directors shall determine, shall not be subject to assessment to pay the debts of the corporation, nor for any other purpose and no stock issued as fully paid up shall ever be assessable or assessed, and the Articles of
Incorporation shall not be amended in this particular.



ARTICLE
SIX



The corporation is to have perpetual existence.



ARTICLE SEVEN



In furtherance and not in limitation to the powers conferred by statute, the
board of directors is expressly authorized:



Subject to the
bylaws, if any, adopted by the stockholders, to make, alter or amend the bylaws of the corporation.



To fix the amount to be reserved as working capital over and above its capital stock paid in, to authorize and to cause to be executed mortgages and liens
upon the real and personal property of this corporation.



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By resolution passed by a majority of the whole board, to designate one or more committees, each
committee to consist of one or more of the directors of the corporation, which, to the extent provided in the resolution or in the bylaws of the corporation, shall have and may exercise the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the bylaws of the corporation or as may be determined from time to time by resolution
adopted by the board of directors.



When and as authorized by
the affirmative vote of stockholders holding stock entitling them to exercise at least a majority of the voting power given at a stockholders meeting called for that purpose, or when authorized by the written consent of the holders of at least a
majority of the voting stock issued and outstanding, the board of directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the corporation, including its good will and its corporate
franchises, upon such terms and conditions as its board of directors deems expedient and for the best interests of the corporation.



ARTICLE EIGHT



Meetings of the stockholders may be held at such place within or without the State of Nevada, if the bylaws so provide. The books of the corporation may
be kept (subject to any provision contained in the statutes) outside the State of Nevada at such place or places as may be designated from time to time by the board of directors or in the bylaws of the corporation.



ARTICLE NINE



This corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of
Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reference.



ARTICLE TEN



No stockholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of
the corporation, whether now or hereafter authorized, or any bonds, debentures or other securities convertible into stock, but such additional shares of stock or other securities convertible into stock may be issued or disposed of by the board of
directors to such persons and on such terms as in its discretion it shall deem advisable.



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IN WITNESS WHEREOF,the undersigned President has executed these Restated Articles of
Incorporation as of September 5, 2001.



DRUGMAX.COM, INC.



By:

William L. LaGamba, President
and Secretary



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