EX-3.1 2 ex3-1.htm

 

Exhibit 3.1

 

Form 201

(Revised 12/21)

 

Certificate of Formation

For-Profit Corporation

This space reserved for office use.

Submit in duplicate to:
Secretary of State

P.O. Box 13697

Austin, TX 78711-3697

512 463-5555

Filing Fee: $300

 

Article 1 Entity Name and Type

 

The filing entity being formed is a for-profit corporation. The name of the entity is:

 

Mango & Peaches Corp.

The name must contain the word “corporation,” “company,” “incorporated,” “limited” or an abbreviation of one of these terms.

 

Article 2 – Registered Agent and Registered Office

(See instructions. Select and complete either A or B and complete C.)

 

☐ A. The initial registered agent is an organization (cannot be entity named above) by the name of:
   

OR

 
   
☒ B. The initial registered agent is an individual resident of the state whose name is set forth below:

 

Jacob   Cohen  
First Name M.I. Last Name Suffix

 

C. The business address of the registered agent and the registered office address is:

 

15110 N. Dallas Parkway, Suite 600 Dallas TX 75248
Street Address City State Zip Code

 

Article 3 – Directors

(A minimum of 1 director is required.)

 

The number of directors constituting the initial board of directors and the names and addresses of the person or persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualified are as follows:

 

Director 1
 
Jacob Cohen

First Name

M.I.

Last Name

 

 

Suffix

           
15110 N. Dallas Parkway, Suite 600 Dallas   TX 75248 USA
Street or Mailing Address City   State Zip Code Country

 

 
 

 

Director 2
   
   
First Name M.I. Last Name     Suffix
           
           
Street or Mailing Address City   State Zip Code Country

 

Director 3
 
 
First Name M.I. Last Name     Suffix
           
           
Street or Mailing Address City   State Zip Code Country

 

Article 4 – Authorized Shares

(Provide the number of shares in the space below, then select option A or option B, do not select both.)

 

The total number of shares the corporation is authorized to issue is: 210,000,000

 

☒ A. The par value of each of the authorized shares is: $0.0001
     
OR    
     
☐ B. The shares shall have no par value.  

 

If the shares are to be divided into classes, you must set forth the designation of each class, the number of shares of each class, the par value (or statement of no par value), and the preferences, limitations, and relative rights of each class in the space provided for supplemental information on this form.

 

Article 5 – Purpose

 

The purpose for which the corporation is formed is for the transaction of any and all lawful business for which a for-profit corporation may be organized under the Texas Business Organizations Code.

 

Initial Mailing Address

(Provide the mailing address to which state franchise tax correspondence should be sent.)

 

15110 N. Dallas Parkway, Suite 600 Dallas TX 75248 USA
Mailing Address City State Zip Code Country

 

Supplemental Provisions/Information

 

Text Area: [The attached addendum, if any, is incorporated herein by reference.]

 

 

See additional Articles attached as Exhibit A.

 

 

 
 

 

Organizer

 

The name and address of the organizer:

 

Jacob Cohen      
Name      
       
15110 N. Dallas Parkway, Suite 600 Dallas TX 75248
Street or Mailing Address City State Zip Code

 

Effectiveness of Filing (Select either A, B, or C.)

 

A. ☒ This document becomes effective when the document is filed by the secretary of state.

 

B. ☐ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is: ___________________________________________

C. ☐ This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90th day after the date of signing is: __________________________________________

 

The following event or fact will cause the document to take effect in the manner described below:

 

 

 
   

 

 
 

 

Execution

 

The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned also affirms that, to the best knowledge of the undersigned, the name provided as the name of the filing entity does not falsely imply an affiliation with a governmental entity. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized to execute the filing instrument.

 

Date: December 10, 2024    
       
       
      Signature of organizer
       
      Jacob Cohen
      Printed or typed name of organizer