BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201
(775) 684-5708

Website: www.nvsos.gov

Filed in the Office of Secretary of State State Of Nevada	Business Number
	C19858-1996
	Filing Number
	2011387978
	Filed On
	4/15/2021 8:00:00 AM
	Number of Pages
	10

Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations

2. The articles have been amended as follows: (provide article numbers, if available) Increase the Authorized Shares from 460,000 to 460,000,000.

Authorization of Preferred Stock in the amount of 10,000,000 shares par value $0.001.

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the required in the case of a vote by classes or series, or as may be required articles of incorporation* have voted in favor of the amendment is: 100

* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

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WHEREAS, pursuant to the ORDER APPOINTING CUSTODIAN, issued by the Eighth Judicial District Court of Clark County, Nevada on August 3, 2020, applicable statutes and Bylaws of this Corporation, it is deemed desirable and in the best interests of this Corporation that the following actions be taken by the Custodian of this Corporation pursuant to this Written Consent :

NOW, THEREFOR BE IT RESOLVED that the undersigned Custodian of this Corporation hereby approve and adopt the following:

WHEREAS, the Custodian deems it in the best interest of the Corporation to create a Series A Preferred Stock in accordance with the attached Certificate of Designation of the Series A Preferred Stock Pursuant to the Nevada Revised Statutes Law to improve the capitalization of the Corporation, and

WHEREAS, in accordance with the Order Appointing Custodian, the Nevada Corporations Code and the Corporation’s Bylaws, the Corporation may create Series A Preferred Stock with the rights granted by the Certificate of Designation by the written consent of its Custodian.

RESOLVED, by written consent of the Custodian, that pursuant to the provisions of the Certificate of Incorporation of the Corporation (as such may be amended, modified or restated from time to time) (which authorizes 10,000,000 shares of preferred stock, par value $0,001 per share (the “Preferred Stock”)), and the authority thereby vested in the Board, the rights of the Series A Preferred Stock may be, and hereby are, created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof are as set forth in the attached Certificate of Designation.

RESOLVED, by written consent of the Custodian, that the total authorized shares of the Series A Preferred Stock will be one hundred thousand (100,000) shares.

WHEREAS, the Custodian deems it in the best interest of the Corporation to increase the number of authorized shares of common stock due to failure of the prior management and owners to maintain the proper number of shares Pursuant to the Nevada Revised Statutes Law to improve the capitalization of the Corporation, and

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WHEREAS, in accordance with the Order Appointing Custodian, the Nevada Corporations Code and the Corporation’s Bylaws, the Corporation may take action to bring the Corporations stock information up to date.

RESOLVED, by written consent of the Custodian, that pursuant to the provisions of the Certificate of Incorporation of the Corporation (as such may be amended, modified or restated from time to time) which authorizes 460,000 shares of common stock, par value $0.001 per share, and the authority thereby vested in the Custodian, the number of authorized common shares shall be increased to 460,000,000, and hereby are, created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof are as set forth in the attached Certificate of Designation.

RESOLVED, by written consent of the Custodian, that the total authorized shares of the common stock will be four hundred sixty million (460,000,000) shares.

WHEREAS, the Custodian has deemed it in the best interests of the Corporation to enter into a Management Agreement for the reinstatement of the Company into good standing and active operation.

WHEREAS. Mina Mar Group, Corp has agreed to pay cash, assume the debt and provide other consideration to the Corporation;

RESOLVED, that the Corporation shall enter into the attached Management Agreement with Mina Mar Group, Corp;

RESOLVED, that any officer of the Corporation is hereby authorized and directed to take or cause to be taken all such further actions, to cause to be executed and delivered all such further agreements, documents, amendments, requests, reports, certificates, and other instruments, in the name and on behalf of the Corporation, and to take all such further action, as such officer executing the same in his or her discretion may consider necessary- or appropriate, in order to carry- out the intent and purposes of the foregoing resolutions;

FURTHER RESOLVED, that this Consent shall have the same force and effect as a majority vote cast at a special meeting of the Shareholders, duly called, noticed, convened and held in accordance with the law, the Articles of Incorporation, and the Bylaws of the Corporation.

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This written consent shall be filed in the Minute Book of this Corporation and become part of the records of this Corporation. This written consent may be signed in counterpart and by fax.

Appointed Custodian June 11, 2020 by the
Eighth Judicial District Court of Clark County, NV
Case No.: A-20-814024-P

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PLANET RESOURCE RECOVERY, INC., a corporation organized and existing under the General Corporation Law of the State of Nevada, (the “Company”).

That, the Custodian of the Company (the “Custodian”), as permitted by the Court Order issued by the Eighth Judicial District Court of Clark County, NV dated August 3, 2020, as required by the Nevada Statutes, and in accordance with the provisions of its Certificate of Incorporation and Bylaws, each as amended and restated through the date hereof, has and hereby authorizes a series of the Company’s previously authorized 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), and hereby states the designation and number of shares, and fixes the relative rights, preferences, privileges, powers and restrictions thereof, as follows:

The designation of this series consists of one hundred thousand (100,000) shares of Preferred Stock and is the Series A Preferred Stock (the “Series A Preferred Stock”).

For purposes of this Certificate of Designation, in addition to the other terms defined herein, the following terms shall have the following meanings:

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The Holder of Series A Preferred Stock will not be entitled to receive dividends of any kind, including but not limited to dividends paid on Common Stock.

The Holder of the Series A Preferred Stock shall have the right, from time to time, to convert shares of the Series A Preferred Stock at the conversion ratio of one hundred fifty (150) shares of Common Stock for each single (1) share of Series A Preferred Stock. Shares of Series A Preferred Stock are anti-dilutive to reverse splits, and therefore in the case of a reverse split, are convertible to the number of Common Shares after the reverse split as would have been equal to the ratio herein prior to the reverse split. The conversion rate of the Series A Preferred Stock would increase proportionately in the case of forward splits, and may not be diluted by a reverse split following a forward split.

The Series A Preferred Stock shall have liquidation rights with respect to liquidation preference upon the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary equal to the number of shares of Common Stock as if all Series A Preferred Shares remaining issued and outstanding were converted to Common Stock.

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a. Lost or Stolen Certificates. Upon receipt by the Corporation of (i) evidence of the loss, theft, destruction or mutilation of any Series A Preferred Stock Certificate(s) and (ii) in the case of loss, theft or destruction, indemnity (without and bond or other security) reasonably satisfactory to the Corporation, or in the case of mutilation, the Series A Preferred Stock Certificate(s) (surrendered for cancellation), the Corporation shall execute and deliver new Series A Stock Certificate(s) of like tenor and date. However, the Corporation shall not be obligated to reissue such lost, stolen, destroyed or mutilated Series A Preferred Stock Certificate(s) if the Holder contemporaneously requests the Corporation to convert such Series A Preferred Stock.

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b. Waiver. Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the Holder of Series A Preferred Stock granted hereunder may be waived as to all shares of Series A Preferred Stock (and the Holder thereof) upon the written consent of the Holder.

c. Notices. Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally, by nationally recognized overnight carrier or by confirmed facsimile transmission or by confirmed email transmission, and shall be effective five days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile or email transmission, in each case addressed to party.

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4. Effective date and time of filing: (optional)	Date:		Time:
	(must not be later than 90 days after the certificate is filed)

	Nevada Secretary of State Amend Profit-After
This form must be accompanied by appropriate fees,	Revised: 1-5-15