EX-3.1 2 tianci_ex0301.htm ARTICLES OF INCORPORATION

Exhibit 3.1

Business Entity - Filing Acknowledgement 01/26/2023 Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): W2023012501974 - 2656407 20232906103 Amendment After Issuance of Stock 1/25/2023 12:39:00 PM 5 Indexed Entity Information: Entity ID: E0489732016 - 8 Entity Name: TIANCI INTERNATIONAL INC. Expiration Date: None Entity Status: Active Commercial Registered Agent VCORP SERVICES, LLC 701 S. CARSON STREET, SUITE 200, Carson City, NV 89701, USA The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, FRANCISCO V. AGUILAR Secretary of State GABRIEL DI CHIARA Chief Deputy STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888 FRANCISCO V. AGUILAR Secretary of State Page 1 of 1 Commercial Recording Division 202 N. Carson Street

 
 

Business Number E0489732016 - 8 Filed in the Office of Secretary of State State Of Nevada Filing Number 20232906103 Filed On 1/25/2023 12:39:00 PM Number of Pages 5

 
 

0 1 : 39 : 23 p . m . 01 - 2s - 2023 4 1 7758842734 • • . · . • . • • • . f'RANt1s6bv. A OlL.AFf secretary of state , .•.. . ·. ·· . • · .. . 202 North Carson Street . •· • .• ••• carsc:m City; Nevada 89701 4201 •.•• . (775) 684 - 5708 ·•...·.·· ···· ..•.•.·• •.·•• •••·•· Web$lte: • www.nvsos go . v ••.·· ...... ... ..·. . .. .. . . Profit Corp , oration: ..... . .. ..·.. ... . . . . ... • certificat of Amendment ( PuRsuANT r b N 1s.i oe.,a.3s5/iit390) . . Certificate to Accompany Restated Articles or Amended and •·••···.· • • •. Restated Artic.le - s wvRSUANr - ro NRs t sAos) • • •·· • Officer's Statement r · u suANr - rONRsao.o:m ·· . 4. Effective r:> te and • ·•.•. Time: (Optiona l ) .. ••.•.• .. _. Changes to takes the following - effect: ..·• ....·...·. ..••• ...... •• · • . .. •. [ ] T h · e e n · ti t • y . rfa m · · e has · bAe n · · a m · e · n · d · ed ; •·.·· .·.·.•. ...• . ·...•·· •.· .•• .• ·. ••.. ·• · .·.. • .·. • · ••. 5. Information Being . • Changed !{ Domest!C < > corporations only) . . · .. . .· . . . • •· . . . . . . ••. . .• . .•.••.•.•.•. 0 • The registered agenfhas been changed. (attach Certificate bf Acceptance fr om neW •.•• •· registered agertt) • • • :. o The purpose otthe entity has been amenctect .·. ·•• . · i &J rhe authorized shares nave been ametided; .•· . . . ••..• •. .<· ..•. • •.•..•· • .I J ihe directors , managers or gen . eral partners haV beeri amended, • • 0 IRS taxlanguage has been added : •• . . [ ] Articles have b en add d • . • •·••.· [] Articles have been deleted, •·• Ƒ Otiie, - ; • · i • • . . .•• . •. • . . • • .·· : fh e artlcl . have be:en arriend cl $ fril!ows: (ptdvlde rtide numbers, ,r_ v ble) . • . ·. l • i see Arr;; dTentto Article 3 below > •··•..·.··.·.. < _ .·.·.. · .. ·· ..·•··..·.·•·· ,½ ½ · • •.· .•. • . . ... (attach additional page(s) if necessary} ..... • ..•... 6. S i g.,.ature : (Required) ·••• ! President . . . .. j( .• ...... Signature of Officer or Authorized Signer .·.. ......·..... ·. •.. ......... Title .. . ... ··.· ... . ....··.. *If any proposed . ame11d01e11 t wouldaltlair orchange tiny prafere.nc€i oniny relative, or ot her right given to . . .•· 1 ·•• •• • ·:. .•. • •·· ••.. • • anyclass or sene . s of outstanding shares : then the amendment mus t be approved by · the voteJ n . add iti oil t • the affirmative vote othetwis required, of the holders of shares re presenting a . majority of . the voting power of eac h dass : or series a ff ected by the ame : ndmertt regardless td limitations or restr i'c tions on the voling .• • • power thereof > • Please lnclud& any required or optional information ins p ac : e below: .· ·• . .· •··. • (attach addit i ooal page(sj ifn acessary) • • • •• ... . ····· ·• Article 3 of the Articles oflncorporation shall be amended to read as . follows . : ·. · ' . .. 11' • : •..•• ....._. : • . , .•• . .: ••••.. •. • • •. . .•· •••• ·.•: ..• :_ : .·_··• •.. ·: - : .•••· .. : - : :.·.. . • _ - ·_·... . .•... ·._·...............•. ..••• :.:: _ _.. ·.· ...·. ._.:_. •. ·:.• ... :: .•·.·•• • • :.· - · .:. •• .'_. - ·.... ·_· Artrde 3; The authorized . capital stock ofthe corporation sha ll be 120,oso ;ooo share consis.ting of ·•• 100 ; 000 , 000 shares of.common stock; : $0;0001 par value, 80;00Q ; shares of Series APreferred • ... Stock, ·. $0.0001 parvalue ; · and · . 20,000,000 sharesofuhdesignatedpreferred stock; $0 . 000t par .. vafue. · .·· • • • (Contin u ed , on Attachment) , ... ··.•·. This . forrn mustbe accompanied byappropi'latefees . .. . .. ,.·. · .. · Pag 2or2 . • • • Revised : 1211s12 022

 
 

ou9 : 23 p . m . 01 - 2s - 2023 1 s 7758842734 ATTACHMENT TO CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF TIANCI INTER.t ATIONAL, INC. Supplement to Item 3: Authorized Stock Series A Preferred Stock The Series A Preferred Stock shall have the powers, preferences, rights, qualifications, limitations and restrictions set forth as follows: 1. Liquidation . Upon the liquidation , dissolution and ,vinding up of the Corporation , the holder of each share of the Series A Preferred Stock shall be entitled to receive out of the net assets of the Corporation, before any amount shall be paid to the holders of any other class of stock, the sum of One Cent ($0.01) per share , after which the Holders of Series A Preferred Stock shall share in the distribution with the holders of the Common Stock on a pari passu basis , e x cept that in detennining the appropriate distribution of available cash among the shareholders, each share of Series A Preferred Stock shall be deemed to have been converted into the number of shares of the Corporation's Common Stock into v,11ich that Holder's Series A Preferred Stock could be conve11ed on the record date for the distribution. 2. Voting. Each share of Series A Preferred Stock shall entitle the holder thereof to cast on all matters submitted to a vote of the stockholders of the Corporation that number of votes which equals the number of shares of Common Stock into which such holder's shares of Series A Preferred Stock are convertible on the record date for the stockholder action . 3. A . B . C . Conversion. Conversion. An y shares of Series A Preferred Stock ma y , at any time, at the option of the holder , be converted into fully paid and nonassessable shares of Common Stock (a "Conversion"). The number of shares of Common Stock to which a holder of Series A Preferred Stock shall be entitled upon a Conversion shall be the product obtained by multiplying the number of shares of Series A Preferred Stock being converted by one hundred (100) (the " Adjustment Number"). Dividend Payable in Shares of Stock . In the event the Corporation shall at any time declare or pay any dividend on Common Stock pa y able in shares of Common Stock , then the Adjustment Number in effect immediatel y prior to such event shall be adjusted b y multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediatel y after such event and the denominator of ,vhich is the number of shares of Common Stock that were outstanding immediately prior to such event. Consolidation, Merger, etc . In case the Corporation shall enter into any consolidation , merger , reorganization, or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and / or any other property, Page 1 of 2

 
 

01 : 39 : 23 p . m . 01 - 25 - 2023 6 I 7758842734 then in any such case the Conversion Rights of Series A Preferred Stock shall at the same time be modified such that upon Conversion of a share of Series A Preferred Stock the holder shall receive the product of the Adjus1ment Number times the aggregate amount of stock, securities, cash and / or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. Adjustment for Reclassification, Exchange and Substitution. At any time or times the Common Stock issuable upon the conversion of the Series A Preferred Stock is changed into the same or a different number of shares of any class or cfasses of the Corporation's stock, whether by recapitalization , combination , consolidation, reverse stock split , reclassification or otherwise, the Adjus1ment Number shall be changed proportionately to the change in the number of shares of Common Stock resulting from the recapitalization, reclassification or other change . D. E. Conversion Notice. The Holder of a share of Series A Preferred Stock may exercise its right to conversion by giving a written conversion notice (the " Conversion Notice") (x) by email to the Corporation c - onfinned by a telephone call or (y) by overnight delivery service, with a copy by email to the Corporation's transfer agent for its Common Stock, as designated by the Corporation from time to time. If conversion v.111 result in the conversion of all of a Holder's Series A Preferred Stock , the Holder shall smTender the certificate for the Series A Preferred Stock to the Corporation at its principal office (or such other office or agency of the Corporation may designate by notice in ,vriting to the Holder) at any time dming its usual business hours. F. Issuance of Certificates; Tin1e Conversion Effected . Promptly, but in no event more than three (3) trading days after the Conversion Date , the Corporation shall issue and deliver, or the Corporation shall cause to be issued and delivered , to the Holder, registered in such name or names as the Holder may direct, a certificate or certific - ates for the number of whole shares of Common Stock into which the Series A Preferred Stock has been converted. The "Conversion Date" shall be the date on which the Conversion Notice is received and the Holder has smTendered the Series A Preforred Stock certificate (if required). The person or persons in ,vhose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby on the Conversion Date. Issuance of shares of Common Stock issuable upon conversion that are requested to be registered in a name other than that of the registered Holder shall be subject to compliance with all applicable federal and state secmities laws. Fractional Shares . The Corporation shall not, nor shall it cause its transfer agent to, issue any fraction of a share of Common Stock upon any conversion . If the issuance would result in the issuance of a fraction of a share of Common Stock , the Corporation shall round, or cause the Transfer Agent to round, such fraction of a share of Common Stock up to the nearest whole share . G. Page 2 of2

 
 

1 01 : 39 : 23 p . m . 01 - 2s - 2023 7 I 7758842734 Undesignated Preferred Stock The Board of Directors shall have authority , \ \ .1.thout shareholder approval and by resolution of the Board of Directors, to amend the Corporation's Articles oflncorporation to divide the class of Preferred Stock into series , to designate each such series by a distinguishing letter, number or title so as to distinguish the shares thereof from the shares of all other series and classes, and to fix and determine the relative rights and preferences of the shares of each series so established , including (i) voting power , (ii) the rate of dividend , (iii) the price at which, and the tenns and conditions on which, the shares may be redeemed, (iv) the amount payable upon the shares in the event of liquidation , (v) any sinking fond provision for the redemption or purchase of the shares, and (vi) the terms and conditions on which the shares may be converted to shares of another series or class, if the shares of any series are issued with the privilege of conversion. * * * * * Page 3 of2

 
 

NEVADA STATE BUSINESS LICENSE TIANCI INTERNATIONAL INC. Nevada Business Identification # NV20161660254 Expiration Date: 11/30/2023 In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada . Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration. License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which, by law, cannot be waived . Certificate Number: B202301263339711 You may verify this certificate online at http://www.nvsos.gov IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on 01/26/2023. FRANCISCO V. AGUILAR Secretary of State