PART II — OFFERING CIRCULAR

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this preliminary offering circular is subject to completion or amendment. To the extent not already qualified under Regulation A, these securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Securities and Exchange Commission is qualified. This preliminary offering circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a final offering circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the final offering circular or the offering statement in which such final offering circular was filed may be obtained.

RECREATIVES INDUSTRIES, INC.

(A Nevada Corporation)

1936 59th Terrace East

Bradenton, Florida 34203

1-800-255-2511

www.maxatvs.com

Offering Total: $2,500,000

Up to a Maximum of 250,000,000 Common Shares

Offering Price: $0.01 to $0.05 per Share

The maximum number of shares is based on the lowest offering price of $0.01 per share. The actual number of shares sold will depend on the final offering price and may be as high as 250,000,000 shares if sold at $0.01 per share or as few as 50,000,000 shares if sold at $0.05 per share.

Offering Total: $2,500,000

Up to a Maximum of 250,000,000 Common Shares

Offering Price: $0.01 to $0.05 per Share

The maximum number of shares offered is based on the lowest offering price of $0.01 per share. The actual number of shares sold will depend on the final offering price and may be as few as 50,000,000 shares if sold at $0.05 per share or as many as 250,000,000 shares if sold at $0.01 per share.

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This offering circular contains forward-looking statements within the meaning of the federal securities laws. All statements in this offering circular other than statements of historical fact are forward-looking statements. These forward-looking statements are often identified by words such as “may,” “will,” “should,” “aim,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan,” “project,” “could,” “would,” “continue,” or similar expressions, and variations or negatives of these words.

Forward-looking statements in this offering circular are based on our current expectations, estimates, assumptions, and projections about our business, the industry in which we operate, and general economic and market conditions. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to differ materially from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, those described under “Risk Factors” and elsewhere in this offering circular.

You should not place undue reliance on any forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances after the date of this offering circular or to reflect the occurrence of unanticipated events, except as required by applicable law.

In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this offering circular may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

SUMMARY 

 Recreatives Services, Inc. (RECX or the Company) is offering up to 250,000,000 shares of our common stock, par value $0.0001 per share, at a price of $0.01 to $0.05 per share, for maximum gross proceeds of $2,500,000. The actual number of shares sold will depend on the final offering price and may be as few as 50,000,000 shares if sold at $0.05 per share. The minimum investment is $2,500. The offering will commence upon qualification of the Offering Statement by the Securities and Exchange Commission and will terminate on the earlier of (i) twelve (12) months from the date of qualification, (ii) the date on which the maximum offering amount has been sold, or (iii) the date on which the offering is terminated by the Company in its sole discretion. We intend to use the net proceeds from this offering for the purposes described under “Use of Proceeds.” As of March 31, 2026, we had approximately 249,689,097 shares of common stock outstanding. After giving effect to the sale of the maximum aggregate offering amount, we would have approximately 299,689,097 to 499,689,097 shares of common stock outstanding, depending on whether the offering price is $0.05 or $0.01 per share.

THE OFFERING 

 RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the following risk factors, together with all other information in this Offering Circular, before making a decision to invest in our securities.

Risks Related to Our Business and Industry

Key person dependence

Our business is highly dependent on a limited number of key individuals, particularly Andrew Lapp, who serves as our primary officer, strategic leader, and principal driver of our MAX ATV business, and on the contributions of Matthew Baar and a small number of other key personnel. We have a limited management bench and no formal succession plan; if Mr. Lapp, Mr. Baar, or any other key member of management becomes unable or unwilling to continue in their current role, we could experience significant operational disruption, delays in executing our business plan, loss of key relationships, difficulty raising capital, and reduced market confidence, any of which could materially and adversely affect our business and the value of our common stock.

Cybersecurity and data protection risks

We rely on information technology systems, interconnected operational technology, third-party vendors, and cloud-based services for design, manufacturing, inventory management, financial reporting, and communications with customers, dealers, and suppliers. These systems may be vulnerable to cyberattacks, ransomware, phishing, supply-chain attacks, human error, and other security incidents that could disrupt production, compromise sensitive data, expose us to regulatory investigations or litigation, increase costs, and damage our reputation. Our cybersecurity resources, monitoring, and incident-response capabilities are limited relative to larger manufacturers, and a significant cyber incident could materially disrupt our operations and financial condition.

Risks related to international expansion and military or government contracts

As part of our growth strategy, we may seek to expand sales of MAX vehicles into Canada and other foreign markets and may pursue opportunities to sell to military, defense, or other governmental customers. International and government-related business can subject us to additional risks, including complex export and import controls, sanctions and trade compliance requirements, government procurement rules, changing defense priorities and budgets, foreign currency fluctuations, differing product standards and certification regimes, longer sales and payment cycles, political and regulatory uncertainty, and heightened reputational and compliance scrutiny. We may incur significant costs to adapt our products and operations to meet foreign or military specifications, and there is no assurance that we will be able to obtain, renew, or profitably perform any such contracts.

Intellectual property risks

Our competitive position depends in part on our MAX brand, trademarks, proprietary designs, manufacturing processes, software, and other trade secrets and know-how related to amphibious ATVs, some of which may not be protected by formal registrations or patents. We may be unable to prevent third parties from copying or reverse-engineering aspects of our products, misappropriating our trade secrets, or using confusingly similar marks, especially in foreign jurisdictions where enforcement may be more difficult. In addition, we could face claims that our products or branding infringe the intellectual property rights of others; any such claims, whether or not successful, could be costly to defend, could require us to redesign products, rebrand, obtain licenses on unfavorable terms, or stop selling certain products, and could materially adversely affect our business.

Risks of promotional stock activity or market manipulation

Microcap securities quoted on the OTC Pink market are especially vulnerable to promotional campaigns, stock touting, social-media driven trading, and other forms of market manipulation that can cause temporary spikes in trading volume and share price followed by sharp declines. Although we do not authorize or control any third-party promotions and intend to discourage manipulative or deceptive activity, we cannot prevent third parties from conducting promotional campaigns involving our stock. Any actual or perceived association with “pump-and-dump” schemes, misleading promotional materials, or other abusive trading practices could lead to extreme volatility in our stock price, regulatory or law-enforcement scrutiny, reputational damage, and significant losses for investors.

Tax risks and potential IRS challenges to valuation or transactions

We may engage in equity financings, stock-based compensation, debt restructurings, related-party transactions, and other arrangements that involve complex tax considerations and valuations. The Internal Revenue Service or state tax authorities could challenge our determinations of fair market value for equity awards or securities, the timing or deductibility of certain expenses, the characterization of particular instruments as debt or equity, the treatment of net operating losses, or other aspects of our tax positions. Any such challenge could result in additional tax liabilities, penalties, and interest, could adversely affect our cash flows, could create adverse tax consequences for our investors, and might require us to revise or restate prior financial information.

Risks related to marketing engagements and equity compensation to service providers

We expect to use equity-based compensation to attract and retain employees, consultants, and service providers and may engage third-party marketing, investor-relations, or advisory firms that receive stock, options, or other securities as part of their compensation. Grants of equity to service providers and promoters can create incentives to focus on short-term increases in our stock price rather than long-term value creation, contribute to perceptions of stock promotion or market manipulation, and result in dilution to existing shareholders if large blocks of shares become freely tradable and are sold into the market. If we do not properly structure, disclose, register or qualify, and account for these arrangements, we could face regulatory scrutiny, enforcement actions, stock exchange or OTC Markets concerns, or investor confusion regarding our true compensation costs and capital structure.

We have a history of losses and negative stockholders’ equity.

As of March 31, 2026, the Company had an accumulated deficit of approximately $2.7 million and negative stockholders’ equity. We generated a net loss of approximately $308,000 for the three months ended March 31, 2026, which includes a one-time inventory adjustment of approximately $122,000. Excluding this non-recurring adjustment, the Company’s net loss would have been approximately $186,000. Our ability to achieve profitability depends on successful execution of our growth plan and market acceptance of our products. There is no assurance we will achieve or maintain profitability.

We have substantial indebtedness and limited working capital.

As of March 31, 2026, we had total liabilities of approximately $1.8 million, including accounts payable of $478,000, accrued compensation of $222,000, loans payable of $480,000, and short-term notes payable of $366,000. Our current assets of approximately $510,000 may not be sufficient to satisfy current liabilities, and we will require additional capital to fund operations and growth.

Convertible Notes and Indebtedness

As of March 31, 2026, the Company had outstanding convertible promissory notes with an aggregate principal balance of approximately $194,079, excluding accrued interest. The notes were issued between January 2023 and January 2024 and carry stated interest rates ranging from 10% to 18% per annum. 

The material terms of the Company’s convertible notes are summarized below:

None of the Company’s outstanding convertible notes include warrants or other derivative securities. All conversion features are based on fixed conversion prices.

The holders of the Company’s convertible notes include existing investors and strategic financing partners who have previously provided capital to support the Company’s operations. The Company believes these relationships align noteholders with the long-term success of the business. The Company is currently in discussions with certain noteholders regarding the potential repayment, restructuring, or settlement of outstanding balances, subject to the availability of capital and future financing activities.

In addition to the convertible notes described above, a majority of the Company’s loans payable are owed to ALGM Holdings LLC (“ALGM”), a non-affiliated financing partner that has provided capital to support the Company’s operations and capital expenditures. While certain of these obligations may not have fixed repayment schedules, the Company expects that repayment will be dependent on its financial performance, available cash flow, and future financing activities. There can be no assurance that the Company will be able to repay such obligations on favorable terms or at all.

The conversion of these notes into shares of common stock could result in significant dilution to existing stockholders, particularly for those notes with conversion prices significantly below the current market price of the Company’s common stock. However, the Company may elect to repay, restructure, or otherwise settle these obligations in cash or equity, which could reduce or eliminate potential dilution, although no assurances can be provided that such outcomes will occur.

We face going concern risks.

The Company's financial condition raises substantial doubt about our ability to continue as a going concern. Our continued existence depends on our ability to raise capital through this offering, generate sufficient revenue from operations, and manage our debt obligations. If we are unable to do so, we may be forced to curtail or cease operations.

We operate in a highly competitive industry.

The off-road vehicle (ORV) market is dominated by well-established competitors with significantly greater financial resources, brand recognition, manufacturing capacity, and distribution networks, including Polaris Inc., BRP (Can-Am), Honda, Yamaha, Kawasaki, Arctic Cat, John Deere, Kubota, and CF Moto. In the amphibious ATV segment specifically, our primary direct competitor is Argo, a Canadian manufacturer with an established dealer network and decades of market presence. We may not be able to compete effectively against these competitors.

Our success depends on market acceptance of amphibious ATVs.

Amphibious six-wheel-drive (6x6) all-terrain vehicles represent a niche market segment estimated at less than 5,000 units sold annually in North America, or approximately 0.5% of the overall ORV market of over 2,500,000 units per year. Our business plan depends on increasing awareness and adoption of amphibious ATVs beyond this niche, which may not occur.

We have limited operating history under current management.

Management acquired the MAX brand and assets in November 2021 and relaunched limited production in June 2024. We produced approximately 40 units in 2025 and have limited track record demonstrating our ability to scale manufacturing, establish a dealer network, and achieve target sales volumes of 136 units (2026), 340 units (2027), 800 units (2028), and 1,300 units (2029).

We depend on third-party suppliers and outsourced manufacturing.

We rely on outsourced production for substantially all vehicle components and subassemblies. Approximately 95% of our supply chain has been replaced with new vendors since acquiring the MAX brand. Any disruption in our supply chain—due to supplier financial difficulties, quality issues, delivery delays, or price increases—could materially harm our business. We do not have long-term supply agreements with most vendors.

We plan significant capital investments in fabrication equipment.

Our business plan includes approximately $253,000 of capital investment in fiber laser cutting systems, press brake equipment, CNC machining, powder coating, and tooling to bring component fabrication in-house. These investments carry execution risk, require skilled labor, and may not achieve anticipated cost savings or production efficiencies.

Our products are subject to warranty claims and product liability.

Off-road vehicles present inherent safety risks. Despite quality control efforts, our vehicles may contain defects, and operators may be injured in accidents. We provide product warranties and face potential product liability claims that could result in significant costs, reputational damage, and harm to our business. Our insurance coverage may be insufficient to cover all claims.

Risks Related to Our Growth Strategy

We have limited marketing and sales infrastructure.

Our growth plan assumes marketing expenditure of approximately $1,250 per vehicle sold, focusing on digital advertising, social media influencers, print publications, trade shows, and dealer support. We have limited experience executing marketing at this scale and no assurance these efforts will generate projected lead volumes or conversion rates.

We are dependent on establishing a dealer network.

Historically, the MAX brand operated with over 200 active dealers in North America. We are in the process of rebuilding this dealer network and have not yet signed significant dealer agreements. Our dual distribution model (factory-direct and dealer) requires managing channel conflict, establishing protected territories, maintaining dealer margins, and supporting dealer inventory and training. Failure to attract and retain dealers would significantly limit our market reach.

Our planned research and development initiatives may not succeed.

We plan to invest in development of (i) eight-wheel (8x8) vehicles, (ii) electric vehicle (EV) drivetrains, and (iii) hybrid electric models. These initiatives require significant capital investment, engineering expertise, regulatory approvals, and market acceptance. We have formed a strategic partnership with U.K.-based Agile Vehicle Technologies Limited (AVT) for EV development, but there is no assurance this partnership will produce commercially viable products, achieve performance targets, or gain market acceptance.

We may pursue acquisitions that could strain our resources.

Management's long-term plan includes potential acquisitions of complementary businesses, including a referenced "60-year-old brand of all-wheel drive off-road motorcycles." We have limited experience integrating acquisitions, and any acquisition could divert management attention, strain financial resources, fail to achieve anticipated synergies, or result in unforeseen liabilities.

Risks Related to Regulatory and Legal Matters

We are involved in active litigation.

Legal proceeding

Recreatives Industries, Inc. is a defendant in an action pending in the Circuit Court of the Twelfth Judicial Circuit in and for Manatee County, Florida, Case No. 2025-CA-000287, brought by Kurt E. Neubauer Jr., a former CEO of a predecessor entity, who seeks enforcement of a foreign judgment domesticated from a Texas court. The domesticated judgment arises from a 2018 Texas default judgment he surreptitiously obtained without any person then associated with the Company ever being noticed as to the suit, and the Company has moved to vacate the domesticated judgment in Florida on the grounds that service of process in the underlying Texas action was defective and that the judgment was procured through fraud on the court, depriving the Texas court of jurisdiction.

Our vehicles must comply with federal and state safety regulations.

Off-road vehicles are subject to federal regulations administered by the Consumer Product Safety Commission (CPSC), National Highway Traffic Safety Administration (NHTSA), and Environmental Protection Agency (EPA), as well as state-level safety and emissions standards. Changes in regulations or failure to maintain compliance could require costly product modifications, limit our ability to sell in certain markets, or result in recalls and penalties.

Environmental regulations may increase our costs.

Manufacturing operations are subject to federal, state, and local environmental laws governing air emissions, water discharge, hazardous materials handling, and waste disposal. Our planned in-house fabrication and powder coating operations may trigger additional permitting requirements and compliance costs. Violation of environmental laws could result in fines, remediation costs, and reputational harm.

Risks Related to Our Capital Structure and This Offering

Management has significant voting control.

Andrew Lapp, our CEO and President, beneficially owns 100,000 shares of Series A Preferred Stock and approximately 72.9 million shares of common stock. Each share of Series A Preferred Stock carries voting rights equal to three times the sum of all common shares outstanding plus cumulative voting rights of all preferred shares, divided by the number of Series A Preferred shares outstanding. This super-voting structure gives Mr. Lapp effective control over all matters requiring stockholder approval, including election of directors, amendments to articles of incorporation, mergers, and asset sales. Public stockholders will have limited ability to influence corporate governance.

This offering will significantly dilute existing stockholders.

This offering will significantly dilute existing stockholders. Depending on the final offering price, we may issue from 50,000,000 shares to 250,000,000 shares of common stock in order to raise the maximum aggregate offering amount of $2,500,000. As a result, the number of shares of our common stock outstanding after the offering would increase from 249,689,097 shares as of March 31, 2026 to between 299,689,097 shares and 499,689,097 shares, assuming no other issuances. The amount of dilution experienced by investors and existing stockholders will depend on the final offering price and the number of shares sold in the offering. (Though this is mitigated by conversion price floors and anti-dilution protections).

Our stock price is volatile and thinly traded.

Our common stock trades on the OTC Pink market with limited liquidity and high volatility.

Our common stock is quoted on the OTC Pink market, which is characterized by limited liquidity, wide bid-ask spreads, and significant price volatility. As a result, investors may have difficulty buying or selling shares at quoted prices or within a reasonable period of time, and small trades can cause disproportionately large price movements.

Over the most recent 12-month period reported, our stock traded in a wide 52-week range between approximately $0.0980 and $0.0028 per share and experienced an approximate 52-week price change of -68.66%, compared to a positive 12.81% 52-week change for the S&P 500 Index. Our shares also exhibit a reported 5-year monthly beta of approximately -2.23, indicating that the price of our common stock has historically been highly volatile and may move sharply and unpredictably relative to broader market indices.

Trading volume in our common stock is relatively low, with an average daily trading volume of approximately 2.12 million shares over the prior three-month period and approximately 872,270 shares over the prior ten-day period, which may not be sufficient to support large transactions without materially impacting the market price. As of the most recent data reported, we had approximately 198.19 million shares outstanding and an estimated public float of approximately 11.67 million shares, and no reported institutional or insider ownership, which further constrains available liquidity and may contribute to volatility.

Future capital raises may further dilute stockholders.

Even with proceeds from this offering, we will likely require additional capital to fund operations, execute our growth plan, and pursue potential acquisitions. Management's plan contemplates a subsequent capital raise of $1.25 million in 2027 for R&D initiatives, and potentially $7 million for property acquisition, factory expansion, and strategic acquisitions. Future equity financings will dilute existing stockholders, and future debt financings may impose restrictive covenants or priority payment obligations.

We do not intend to pay dividends.

We have never declared or paid cash dividends on our common stock and do not anticipate paying dividends in the foreseeable future. We intend to retain all earnings to finance operations and growth. Investors seeking dividend income should not purchase our securities.

There are restrictions on resale of securities purchased in this offering.

There are restrictions on resale of securities purchased in this offering. Although securities issued in a Regulation A Tier 1 offering are not considered “restricted securities” under Securities Act Rule 144 and, therefore, are generally freely transferable by persons who are not affiliates of the issuer, any resale of such securities remains subject to applicable federal and state securities laws, including state “blue sky” registration or exemption requirements in the jurisdictions where resales occur. In this Tier 1 Regulation A offering by Recreatives Industries, Inc. (RECX), the shares of common stock being offered will, upon issuance, be eligible for resale as freely tradable securities to the extent that: (i) the offering statement has been qualified by the Securities and Exchange Commission, and (ii) the offering has been registered or qualified, or an applicable exemption is available, under the securities (blue sky) laws of the individual states in which the shares are offered and sold.

However, while we do not expect to impose any contractual lock-up or issuer-imposed transfer restrictions on the shares sold in this offering, investors may, in practice, experience limitations on their ability to resell their shares due to the need to comply with state law registration or exemption requirements, the absence of an active trading market, and the OTC Pink market’s limited liquidity, which may make it difficult to locate buyers or to sell shares without materially affecting the market price. Affiliates of the Company (including our directors, executive officers, and significant shareholders) will remain subject to applicable limitations on resales under the federal securities laws, including volume and manner-of-sale limitations and other conditions that may apply to “control” securities, but such limitations arise from their status as affiliates and not from the Tier 1 Regulation A exemption itself.

Risks Related to Uplisting Plans

We may not achieve our goal of uplisting to a national exchange.

Management intends to pursue uplisting from OTC Pink to OTCQB, then OTCQX, and ultimately to a national exchange such as Nasdaq Capital Market or NYSE American. This multi-year process requires (i) completion of PCAOB audits for multiple years, (ii) establishment of independent board governance, (iii) potentially a reverse stock split to meet minimum bid price requirements (typically $4.00 for Nasdaq), (iv) meeting minimum market capitalization and public float requirements, and (v) an underwritten public offering to establish market value of unrestricted publicly held shares (MVUPHS). There is no assurance we will meet these requirements or successfully uplist.

Uplisting will significantly increase our costs.

Uplisting our common stock from the OTC Pink market to a national securities exchange such as the Nasdaq Capital Market would significantly increase our ongoing costs and require us to achieve and maintain full SEC reporting and PCAOB-audited financial statements, which we do not currently have. We expect that we would need to incur substantial one-time and recurring expenses, including PCAOB-compliant audits of our financial statements (which for smaller OTC-quoted companies typically range from approximately $45,000 to $250,000+ per year, and could be higher given our current unaudited status and any required catch-up audits), additional internal accounting and finance personnel, and expanded internal controls over financial reporting. We would also expect to incur significant legal and regulatory compliance costs (which for a small uplisting company can reasonably be expected to reach several hundred thousand dollars when including exchange listing counsel, SEC and exchange filings, and blue sky matters), higher D&O insurance premiums associated with exchange-listed status, and underwriter or placement agent discounts and commissions that customarily range around 7–8% of the gross proceeds of a firm-commitment underwritten offering, if any. In addition, Nasdaq charges both initial listing fees and ongoing annual “all-inclusive” listing fees, with current annual fees for smaller equity issuers generally in the range of approximately $53,000 to $86,000 depending on shares outstanding, plus separate initial listing and application fees that can be in the tens of thousands of dollars. These incremental costs would place a substantial strain on our limited financial and management resources, and there can be no assurance that any attempt to uplist would be successful or that, even if successful, the benefits of an exchange listing would outweigh the significant ongoing costs.

DILUTION 

The following table illustrates dilution to new investors assuming the sale of 25%, 50%, 75% and 100% of the maximum aggregate offering amount in this offering. Because this offering is being made at a price range of $0.01 to $0.05 per share, the table below is presented using the midpoint price of $0.03 per share solely for illustration. Actual dilution will depend on the final offering price and the number of shares sold.

(1) Based on net tangible book value (deficit) of $(918,914) as of March 31, 2026 and 249,689,097 shares of common stock outstanding as of that date.  

DISTRIBUTION

Offering Method: Best efforts offering by Company by communications to existing shareholders and as allowed through social media, and direct mailers, and through company owned online platform.

Underwriting/Placement Agent: There is no underwriter or a placement agent.

Commissions and Fees: There are no agreements for finders fees or commissions.

No Escrow: The Company has a separate account at an FDIC dedicated account for the receipt of the subscription amounts, to be overseen by outside counsel.

Subscription Process: Investors will be allowed to review the offering materials ona dedicated web site, that is secured by password, where the offering materials and subscription agreement may be downloaded, reviewed and executed and returned via electronic of physical mail delivery to the Company. The investors will be directed to make investment deposits to the designated account by wire/ACH/check payment, with a minimum investment amounts of $2,500.00, after satisfying suitability requirements.

Sales Timeline: It is expected from the time of subscription to acceptance to be 3-5 days for review and approval.

Market Making and Stabilization: There are no such agreements or processes in place.

Regulation A Selling Restrictions: Regulation A Selling Restrictions. This offering is being conducted as a Tier 1 offering under Regulation A, and the securities being offered are “covered securities” under federal law. As a result, the offering is subject to separate state blue sky registration or qualification requirements, although certain states may require issuer or intermediary notice filings, consent-to-service filings, or fees in connection with offers or sales in those states. Secondary trading of our common stock on the OTC markets may still be subject to state securities law requirements applicable to broker-dealers and to resales by affiliates, including compliance with Rule 144 and any applicable notice or filing requirements under state law.

Ongoing Reporting Tier. This is a Tier 1 Regulation A offering. As a Tier 1 issuer, we will be subject to the ongoing reporting obligations set forth in Rule 257 of Regulation A, including the requirement to file with the SEC an exit report on Form 1-Z (unless the offering is fully registered under the Securities Act), together with any other reports required by Rule 257, all of which will be filed electronically on EDGAR and made available to investors. These reporting obligations will continue only for so long as we are required to comply with Regulation A’s limited ongoing reporting regime for Tier 1 offerings and will cease once we are permitted to and do properly terminate or suspend such reporting in accordance with Rule 257.

USE OF PROCEEDS 

Gross Proceeds (Maximum Offering): $2,500,000: The maximum aggregate gross proceeds of this offering are $2,500,000. Because this offering is being made at a price range of $0.01 to $0.05 per share, the number of shares sold to generate such proceeds will vary depending on the final offering price.

Estimated Offering Expenses: Approximately $20,000 (including legal, accounting, filing fees, printing, and marketing materials)

Net Proceeds to Company: $2,480,000

The Company intends to use net proceeds to scale production, strengthen its balance sheet, expand market presence, and support general corporate purposes. Management retains discretion to reallocate proceeds among the categories below based on operational needs, production demands, and market conditions.

Allocation of Net Proceeds

Detailed Use of Proceeds by Category

1. Operating Capital Runway (approx. $357,000)

Supports approximately eight months of baseline operating expenses, including rent, utilities, insurance, and essential personnel. Operating expenses are expected to increase as production and marketing scale. Working capital may supplement operating needs as required.

2. Payables & Debt Retirement (approx. $496,000)

The Company intends to use approximately $496,000 of the net proceeds from this offering to reduce outstanding liabilities, improve its balance sheet, and mitigate potential dilution associated with convertible debt instruments. Management believes that reducing these obligations will enhance supplier relationships, improve working capital flexibility, and position the Company for scalable growth.

The Company currently anticipates allocating these funds as follows:

The Company intends to repay approximately $300,000 of outstanding loans payable to ALGM Holdings LLC. These obligations are non-convertible, unsecured, and do not carry a stated interest rate or fixed maturity date. ALGM Holdings LLC has been a primary funding source for the Company, providing capital for operations, equipment purchases, and working capital on flexible terms. While there are no formal repayment terms, the Company intends to prioritize repayment of these obligations as part of strengthening its balance sheet.

The Company intends to repay approximately $60,000 owed to James Baar pursuant to a promissory note dated September 6, 2024. The note carries an interest rate of 10% per annum and matures on September 5, 2026, with monthly installment payments beginning September 2025. The note is unsecured and may be prepaid without penalty.

The Company intends to repay approximately $100,000 of a promissory note issued July 11, 2025 to Elias and Campbell LLC, an entity managed by Gene Deiter. The note bears interest at 9% per annum, requires monthly interest-only payments, and matures on July 10, 2026, at which time the principal balance is due in full. The note is unsecured and may be prepaid without penalty.

The Company intends to allocate approximately $36,000 to repurchase and retire one outstanding convertible promissory note originally issued on January 24, 2023. The note has a principal amount of $18,500 and accrues interest, and is convertible into shares of the Company’s common stock at a conversion price of $0.0001 per share.

If converted in full, including accrued interest, this note could result in the issuance of over 180,000,000 shares of common stock. Retirement of this note is expected to significantly reduce potential dilution to existing and future stockholders.

The Company may adjust the allocation of proceeds among these uses based on negotiations with creditors, timing of cash flows, and operational priorities. In certain cases, the Company may seek to restructure or settle obligations on terms that are more favorable than full repayment.

Certain of the foregoing obligations are owed to parties that have provided ongoing financial support to the Company and may be considered related parties. These lenders have historically been flexible and supportive of the Company’s growth, including willingness to extend or modify repayment terms as needed. Management believes all such transactions have been conducted on terms reasonable under the circumstances.

These lenders are long-time supporters of the Company and are not institutional or short-term financing providers.

Overall, management believes that reducing these liabilities will strengthen the Company’s financial position, reduce interest expense, and meaningfully decrease the potential for future dilution from convertible instruments.

3. Production Inventory (approx. $472,500)

4. Fabricating Equipment & Tooling (approx. $253,000)

5. Marketing & Demand Generation (approx. $174,000)

6. Accounting, Legal & Compliance (approx. $114,000)

7. Headcount Expansion (approx. $184,000)

8. General Working Capital (approx. $432,000)

DESCRIPTION OF BUSINESS

Overview

Recreatives Industries, Inc. ("RECX") is the manufacturer of MAX amphibious six-wheel-drive (6x6) all-terrain vehicles, originally manufactured by Recreatives Industries Inc. of Buffalo, NY, from 1970 to 2013. RECX acquired the MAX brand, intellectual property, and production assets in November 2021 and relaunched production in June 2024 and set up manufacturing and assembly at a leased facility in Bradenton, Florida.

The Company manufactures amphibious all-terrain vehicles capable of traversing extreme terrain—mud, swamps, sand, snow, and water—serving recreational users (hunting, fishing, outdoor recreation), utility applications (land management, agriculture, emergency access), and potential commercial/government markets (public safety, rescue, military).

RECX's mission is to offer extraordinary off-road mobility by manufacturing vehicles with unique design features that provide exceptional capability to traverse terrain impassable to conventional ATVs and side-by-side vehicles.

The MAX Product Line

MAX 2: Two-passenger amphibious 6x6 ATV. Retail price: $14,979. The smallest and most agile MAX model, serving as the company's volume production vehicle for 2024-2026. Features skid-steering, amphibious capability, and low ground pressure. Comparable to Argo Frontier 700 (MSRP $15,599).

MAX 4: Four-passenger amphibious 6x6 ATV. Larger capacity model for families and commercial use. Planned relaunch for summer of 2026.

Buffalo Truck: Utility-oriented amphibious 6x6 with dump bed for work applications. Planned relaunch for summer of 2026.

Future Development: Management plans to develop (i) eight-wheel (8x8) models with increased passenger and cargo capacity, (ii) electric vehicle (EV) variants with battery-electric drivetrains, and (iii) hybrid electric models. These initiatives are in early development stages and subject to significant technical, regulatory, and capital requirements.

Competitive Advantages

Industry Overview

The off-road vehicle (ORV) industry comprises approximately 2,500,000 plus units sold annually worldwide, with approximately 76% of sales in North America. The industry is dominated by four-wheel ATVs and side-by-side vehicles (UTVs) from manufacturers including Polaris, BRP/Can-Am, Honda, Yamaha, Kawasaki, Arctic Cat, John Deere, Kubota, and CF Moto.

Amphibious six-wheel and eight-wheel ATVs represent a niche segment estimated at less than 5,000 units annually (less than 0.5% market share), with two primary competitors: MAX (U.S.-based) and Argo (Canadian-based). Historical MAX sales peaked at approximately 1,300 units per year under prior ownership.

The global off-road vehicle (ORV) market is a mature but growing category, estimated at roughly USD 22–25 billion in 2024 and projected to reach approximately USD 30–47 billion by 2030–2034, implying a mid-single to high-single digit CAGR driven by recreation, utility, and military demand. Within this, all-terrain vehicles (ATVs) and utility terrain vehicles (UTVs/side-by-sides) represent a multibillion-dollar global segment, with the dedicated ATV market alone estimated around USD 4.5–6.3 billion in 2024 and expected to grow at roughly 3.9–8.4% annually through 2032–2033. North America remains the dominant region, accounting for a significant share of global ORV sales; U.S. off-road vehicle revenues are estimated at about USD 11.3 billion in 2024, growing to roughly USD 17.7 billion by 2034 at a 4.6% CAGR. Amphibious land-and-water ATVs, typified by six- and eight-wheel platforms from MAX and Argo, constitute a niche but expanding sub-market: recent industry analyses size the global amphibious ATV market at approximately USD 2.9–4.0 billion in 2023–2024, with forecasts to USD 6.5–7.7 billion by 2030–2035 at 8.5–9.5% CAGRs, driven by recreation, commercial, defense, and emergency-response applications. These vehicles appeal to specialized customer segments including outdoor enthusiasts, hunting/fishing users, rural landowners, utility and infrastructure operators, defense and security agencies, and search-and-rescue organizations, who value amphibious capability, low ground pressure, and multi-passenger utility.

Given that amphibious ATVs still represent well under 1% of total ORV unit volumes but address multi-billion-dollar revenue pools, management believes the addressable market for an upgraded MAX line—leveraging expanded dealers, targeted marketing, and differentiation around amphibious performance and maneuverability—could reasonably scale into the low- to mid-thousands of units annually over time, supporting meaningful share capture within this specialized category.

Management believes significant untapped market potential exists through increased marketing, expanded dealer network, and product differentiation highlighting amphibious capability and superior maneuverability. 

Sales and Marketing Strategy

The Company employs a dual distribution model:

Factory Direct Sales: Company sells directly to end consumers outside of dealer-protected territories, enabling higher margins on direct sales.

Dealer Network: Company is rebuilding a North American dealer network (historically 200+ dealers). Dealers provide test-drive opportunities, local service, and faster order-to-delivery cycle. Dealers receive protected territories and wholesale pricing that allows reasonable retail margins.

Marketing Budget: $1,250 per vehicle sold, allocated to:

Target Lead Generation: Historical closing ratio of 75–140 inquiries per sale for factory-direct; 25–47 inquiries per sale through dealers (due to test-drive availability).

Manufacturing and Supply Chain

RECX currently operates a hybrid manufacturing model, combining outsourced component production with in-house assembly at its Bradenton, Florida facility. The Company sources substantially all major components and subassemblies from third-party suppliers and performs final vehicle assembly, quality control, and testing internally.

Since acquiring the MAX brand and assets in 2021, the Company has substantially rebuilt its supply chain, replacing approximately 95% of legacy suppliers with new vendors. This transition has enabled improved cost control, supplier alignment, and production flexibility, although it also introduces ongoing supplier management and execution risk.

Assembly Operations

The Company operates from an approximately 8,000 square-foot facility in Bradenton, Florida, which serves as its corporate headquarters, assembly plant, and parts distribution center. Current operations are sized to support early-stage production volumes, with the ability to scale throughput through process improvements, labor additions, and incremental equipment investment.

Management is evaluating future expansion into a larger facility (approximately 30,000 square feet) to support increased production capacity, vertical integration, and long-term growth. Any such expansion would require additional capital and is not dependent on the completion of this offering.

Supply Chain Strategy

The Company utilizes a distributed supplier network for key components, including:

The Company generally does not maintain long-term supply agreements with most vendors and instead relies on purchase orders and ongoing supplier relationships. While this provides flexibility, it also exposes the Company to risks related to pricing volatility, lead times, and supplier performance.

To mitigate these risks, the Company is implementing:

In-House Fabrication and Vertical Integration

A core component of the Company’s growth strategy is the progressive insourcing of key fabrication processes, including:

Proceeds from this offering are expected to fund the acquisition of fabrication equipment necessary to support this transition.

Management believes this vertical integration strategy will:

The Company expects that, as fabrication capabilities are brought in-house, it will be able to operate with lower inventory requirements and improved capital efficiency compared to a fully outsourced model.

Production Scaling Strategy

The Company’s manufacturing model is designed to scale in phases:

This phased approach is intended to minimize upfront capital requirements while allowing production capacity to scale in alignment with demand.

Operational Risks

The Company’s manufacturing and supply chain operations are subject to a number of risks, including:

While management believes its strategy provides a pathway to improved efficiency and margins, there can be no assurance that these initiatives will be successfully implemented or achieve the intended results.

Intellectual Property

The Company’s intellectual property consists of a combination of trademarks, proprietary designs, trade secrets, manufacturing know-how, and physical production assets associated with the MAX amphibious all-terrain vehicle product line. While certain elements of the Company’s intellectual property are not currently protected by patents, management believes that the combination of brand identity, proprietary designs, and manufacturing processes provides meaningful competitive differentiation.

Trademarks and Brand

The Company owns trademark rights associated with its branding and product offerings. These include:

·

“SPRINGER” – Trademark application pending (U.S.), Serial No. 99620425

The “SPRINGER” mark is associated with the Company’s independent suspension system for amphibious 6x6 all-terrain vehicles, which is expected to be introduced commercially in 2026.

In addition to formal registrations, the Company utilizes brand assets associated with the MAX product line, which has been in continuous use since 1969. The Company relies on a combination of common law trademark rights, domain ownership (including www.maxatvs.com), and ongoing commercial use to protect its brand identity. The Company may pursue additional trademark registrations in the United States and internationally as it expands its operations.

Proprietary Designs and Engineering

The Company owns and utilizes a library of proprietary vehicle designs, including:

These designs are maintained internally through CAD files, engineering drawings, and technical specifications. While not currently protected by issued patents, these designs represent significant accumulated engineering knowledge and are not publicly disclosed in full detail.

Trade Secrets and Know-How

A substantial portion of the Company’s intellectual property consists of trade secrets and proprietary know-how, including:

The Company seeks to protect this information through restricted internal access, operational controls, and confidentiality practices. However, there can be no assurance that such measures will fully prevent unauthorized use or disclosure.

Tooling, Molds, and Production Assets

The Company owns or controls certain physical production assets that represent an important form of intellectual property, including:

These assets are critical to the Company’s ability to produce its vehicles and may serve as a practical barrier to entry for competitors seeking to replicate similar products.

Patent Strategy and Product Development

The Company is actively developing new product features and technologies, including its Springer independent suspension system, which is expected to be introduced in 2026. Management intends to evaluate patent protection for this suspension system and other future innovations, although no patents have been filed or issued as of the date of this Offering Circular.

There can be no assurance that any future patent applications will be filed, granted, or provide meaningful protection.

Third-Party Components and Licenses

The Company incorporates third-party components, including engines and drivetrain elements, into its vehicles. The Company does not rely on any single exclusive license for core vehicle functionality and instead integrates commercially available or supplier-provided components into its proprietary designs.

Freedom to Operate

The Company is not currently aware of any active intellectual property claims that would materially restrict its ability to manufacture or sell its products. However, due to the limited number of issued patents held by the Company, it may have limited ability to prevent third parties from developing competing products or technologies.

Future Intellectual Property Strategy

The Company intends to continue developing and protecting its intellectual property through a combination of:

The Company is currently evaluating intellectual property considerations related to its collaboration with Agile Vehicle Technologies Limited (AVT) for electric vehicle development. Any intellectual property developed through such collaborations is expected to be governed by separate agreements addressing ownership, licensing, and commercialization rights. 

DESCRIPTION OF PROPERTY

The company leases its principal operating facility at 1936 59th Terrace East, Bradenton, Florida 34203, consisting of approximately 8,000 square feet, used as corporate headquarters, assembly plant, and parts distribution center.

The facility is leased from Cahill Cahill LLC, under a lease that began September 1, 2023 and ends August 31, 2026, with a 3–5 year renewal option exercisable on 180 days’ prior written notice.

Base rent is $8,000/month in year 1, $8,400/month in year 2, and $8,820/month in year 3, plus applicable sales tax, and the lease is structured as a triple-net (NNN) lease (RECX pays taxes, insurance, maintenance, utilities, etc.).

At signing, RECX paid first month’s rent, last month’s rent, and a $10,000 security deposit; RECX is not in default, and the landlord is not an affiliate of the company or management (so this is not a related-party lease). 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read together with our financial statements and the related notes included elsewhere in this Offering Circular. It contains forward-looking statements that involve risks and uncertainties, and actual results may differ materially from those anticipated in these statements. Investors should carefully review the “Risk Factors” section and all other information in this Offering Circular when evaluating an investment in our securities.

Overview

Recreatives Industries, Inc. (“RECX,” “we,” “us,” or “the Company”) is in the process of scaling production of MAX amphibious six-wheel-drive all-terrain vehicles and related parts and accessories following a multi-year restart of operations under current management. Our recent operating results reflect the transition from limited production and legacy clean-up activities toward more regularized manufacturing, sales, and marketing operations.

We have incurred net losses and have a deficit in stockholders’ equity as we invest in production capacity, inventory, personnel, and marketing necessary to relaunch the MAX product line and rebuild a dealer and customer base. We expect to continue to incur operating losses until we reach sufficient scale in unit sales and gross margin to cover fixed costs.

Results of Operations

Our operating results for the most recent periods presented reflect modest but growing revenues, coupled with significant expenses associated with restarting manufacturing operations, re-establishing the supply chain, and preparing for higher production volumes. Revenues have been generated primarily from sales of MAX vehicles, accessories, and parts, with vehicle sales comprising the substantial majority of revenues.

Operating expenses include payroll and related costs for management and core production personnel, facility rent and utilities, marketing and promotional activities, professional and consulting fees associated with public company and capital-markets work, and other general and administrative costs. Because fixed operating costs are being absorbed over a relatively small and ramping revenue base, operating margins have been negative during the periods presented.

Management expects that, as unit volumes increase and production processes become more efficient, gross margin should improve over time. However, there can be no assurance that we will achieve projected volumes, margins, or profitability within any particular timeframe.

Liquidity and Capital Resources

We have historically funded operations through equity financings, limited cash flow from operations, and short-term debt, including convertible notes and loans from financing partners. As of March 19, 2026, we had total assets of approximately $787,112 and total liabilities of approximately $1,747,574, resulting in a net tangible book value deficit of about $960,462. This deficit primarily reflects accumulated operating losses and liabilities incurred to restart and scale production.

Our working capital position is constrained, and we have a history of negative cash flows from operations. Management expects that the net proceeds of this Offering, if raised as contemplated, will be used to improve our working capital position, reduce outstanding liabilities, and support increased production and sales activities. If the Offering is fully subscribed, we believe that the resulting liquidity will allow us to fund our current operating plan for at least the next 12 months; however, if actual proceeds or operating results are materially below expectations, we may need to seek additional capital sooner than anticipated.

Capital Requirements

Our near-term capital requirements include funding baseline operating expenses, reducing accounts payable and other obligations, procuring production inventory, investing in fabrication equipment and tooling, and expanding marketing and sales efforts. The “Use of Proceeds” section provides a detailed allocation of the net proceeds from this Offering, including operating capital runway, payables and debt retirement, inventory, equipment, marketing, professional fees, headcount expansion, and general working capital.

In addition to the proceeds from this Offering, management’s longer-term plan contemplates potential future financings to support research and development initiatives, including development of eight-wheel and electric drivetrain platforms, and to fund property acquisition and expanded factory facilities. The timing, size, and terms of any such additional capital raises will depend on market conditions, our operating performance, and other factors, and there can be no assurance that any additional financing will be available on acceptable terms or at all.

Plan of Operations

Over the next 12 months, our plan of operations includes: (i) scaling production of the MAX 2 model, (ii) relaunching updated MAX 4 and Buffalo Truck platforms, (iii) expanding our dealer network and factory-direct sales channels, and (iv) investing in in-house fabrication capabilities to reduce reliance on external suppliers for key components. We intend to use a portion of the Offering proceeds to acquire fabrication equipment such as fiber laser cutting systems, press brakes, and related tooling, which we expect will improve production efficiency, reduce lead times, and lower per-unit production costs over time.

We also plan to increase targeted marketing and demand-generation activities, including digital advertising, social media, trade shows, and dealer support, to drive awareness and lead flow for MAX vehicles. Execution of this plan depends on our ability to secure sufficient working capital, maintain and expand our supplier relationships, recruit and retain qualified personnel, and manage production and quality effectively as volumes increase.

Going Concern

Our financial statements have been prepared on a going-concern basis, which assumes that we will continue to operate and satisfy our obligations in the ordinary course of business. However, our history of net losses, negative stockholders’ equity, and limited working capital raise substantial doubt about our ability to continue as a going concern.

Our ability to continue as a going concern depends on a number of factors, including our ability to successfully complete this Offering, increase revenues from sales of MAX vehicles and related products, manage production and operating costs, and, if necessary, secure additional capital through debt or equity financings. If we are unable to obtain sufficient capital or generate adequate cash flows from operations, we may be required to delay, scale back, or discontinue some or all of our planned activities, or seek other alternatives, any of which could materially and adversely affect our business and the value of our securities.

Off-Balance Sheet Arrangements

As of the latest balance sheet date included in this Offering Circular, we did not have any off-balance sheet arrangements, as that term is defined under applicable SEC rules, that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources

MANAGEMENT

Executive Officers and Directors

The following table sets forth information concerning our executive officers and directors as of March 31, 2026:

Andrew Lapp- 36, Chief Executive Officer, President and Director.

Mr. Lapp has served as Chief Executive Officer and President of Recreatives Industries, Inc. since March 2021 and as a director since that time.

In 2017, Mr. Lapp established an e-commerce and Amazon-based business focused on the home improvement industry, achieving annual revenues of up to $5 million by 2020. He specialized in international sourcing and logistics, developing supplier relationships and distribution infrastructure that supported scalable growth.

A lifelong enthusiast of the MAX brand, Mr. Lapp possesses in-depth knowledge of the vehicles, the Company’s history, and the broader amphibious ATV market. In 2021, he joined Recreatives Industries, Inc. (formerly Planet Resource Recovery, Inc.), where he led the acquisition of the MAX brand, including its tooling and intellectual property. Over the following years, Mr. Lapp oversaw a comprehensive operational rebuild, including reviewing legacy engineering and intellectual property, replacing a substantial portion of the supply chain, establishing a new manufacturing facility in Florida, and relaunching production of the MAX 2 in June 2024.

Mr. Lapp brings over 17 years of experience in financial markets as an active trader and investor. He has led the Company through key corporate milestones, including its first PCAOB audit, and various FINRA corporate actions such as a reverse stock split, name change, and ticker symbol change. These efforts support the Company’s transition toward becoming a fully SEC reporting company and its longer-term objective of uplisting to a national securities exchange. Mr. Lapp also intends to pursue strategic acquisitions to further expand the Company’s product offerings and market presence.

In October 2025, Mr. Lapp voluntarily filed for personal bankruptcy protection under Chapter 11, Subchapter V of the United States Bankruptcy Code in the United States Bankruptcy Court for the Middle District of Florida. A plan of reorganization has been confirmed by the court and provides for structured monthly payments over a three-year term. This matter is personal in nature and does not involve the Company or its operations.

Mr. Lapp is also a concert pianist and is endorsed by Steinway & Sons as a Steinway Artist.

Craig A. Huffman, 59, Director and Chief Legal Officer

Craig A. Huffman is a multidisciplinary attorney, executive, and former military officer whose career spans law, business, the military, and law enforcement. He is currently Chief Legal Officer and counsel to multiple public companies, advising boards, investors, and professional firms on corporate structuring, SEC compliance, mergers, and complex corporate and securities litigation, with particular expertise in penny stocks, liability management, and debt structuring in matters reaching the mid–eight figures. Mr. Huffman has represented more than one hundred public issuers and has completed or supervised dozens of reverse mergers, acquisitions, and securities offerings.

Mr. Huffman’s education began at Cypress Lake High School and continued at the University of Tampa on a four-year Army ROTC scholarship, where he earned a B.A. in Political Science, History, and Military Science. He attended Thomas M. Cooley Law School, ranking third out of 320 students after his first year, then transferred to Stetson University College of Law, graduating cum laude in 1997 and second in his class before admission to the Florida Bar. Mr. Huffman pursued a master’s in military history at American Military University and is admitted to practice in Florida state courts and in the Middle and Southern Districts of Florida, and has held numerous pro hac vice admissions nationwide.

From 1989 to 2009, Mr. Huffman served as a commissioned officer in the U.S. Army Reserve, ultimately separating at the rank of Major with an honorable discharge. His first decade of service was as a Field Artillery officer, where he completed the Field Artillery Officer Basic and Advanced Courses, qualified as a special-weapons targeting officer, and served as Fire Direction Officer, Executive Officer, and temporary Battery Commander. He later transitioned to the Judge Advocate General’s Corps, graduating from the JAG Officer Basic and Advanced Courses and completing numerous advanced military and government legal programs, and over his career received roughly fifteen separate awards and commendations, including the Honorable Order of Saint Barbara for outstanding performance as an artillery officer.

Parallel to his legal and military work, Mr. Huffman has been actively engaged in law enforcement, business operations, and writing. He is a graduate of the Tampa Police Academy, where he received the Street Tactics Award, and served as an enforcement deputy with the Hillsborough County Sheriff’s Office, gaining advanced certifications in sex-crimes investigation, child-abuse investigation, crisis and hostage negotiation, and interview and interrogation techniques. In the corporate arena he has served as founder or CEO of three SEC-reporting public companies and has worked across sectors including alternative energy, medical, defense technologies, entertainment, cryptocurrency, and treasure recovery, often as a due-diligence expert for domestic and international funding sources. Mr. Huffman was born in 1966 in Petoskey, Michigan, has two adult children, has coached youth hockey for more than forty seasons, and continues to publish fiction and non-fiction as an historian and writer.

Matthew Baar, 28, Vice President, Chief Operating Officer and Director

Mr. Matthew Baar became part of Mr. Lapp’s ecommerce enterprise in 2019, assuming the role of director of operations. By analyzing trends in online retail, Mr. Baar helped direct resources into targeted products and specific industries and led efforts focused on operational strategy, marketing execution, and expansion of the business-to-business presence of that enterprise.

In January 2024, Mr. Baar transitioned to a full-time role with Recreatives Industries, Inc. and assumed the position of Vice President and Chief Operating Officer. In that role, he has overseen operational functions and the Company’s newly established production line and has worked with Mr. Lapp to streamline production, assemble operational personnel, and support the Company’s strategic growth initiatives.

Mr. Baar has also worked to improve the Company’s inventory management systems and supply chain responsiveness as the Company positions itself for expansion. In addition, he has helped expand the Company’s market presence through trade show participation and customer-facing presentations of the Company’s vehicles, contributing to new customer development and commercial relationships across multiple sectors.

Mr. Baar earned a business degree from the University of South Florida. The Company believes his operational management experience, inventory and production oversight, and business development support qualify him to serve as a director.

EXECUTIVE COMPENSATION

 The following table and narrative disclosure summarize the compensation of the Company’s principal executive officer for the fiscal years ended December 31, 2025 and 2024.

The Company currently has three named officers:

Director Compensation:

Non-employee directors are entitled to receive an annual cash retainer of $15,000 for director and $20,000 for the Chairman for board service, payable in quarterly installments in arrears, plus reimbursement of reasonable out-of-pocket expenses. The Company currently expects that all or a specified portion of such retainers will be deferred and accrued rather than paid in cash, and that, pursuant to a director compensation arrangement approved by the Board, accrued fees may be satisfied in shares of common stock issued at a fixed price per share equal to the public offering price in this offering (or such other price as the Board may determine in accordance with applicable law). Any such equity issuances will be made under a compensatory plan or individual award agreements approved by the Board, and will be fully disclosed in the Company’s future reports.

Summary Compensation Table

Salary and Cash Compensation

The Company has established an annual base salary of $125,000 for its Chief Executive Officer.

No base salary has been established as of the date of this Offering Circular for Matthew Baar or Craig A. Huffman, and no cash compensation arrangements have yet been finalized for either such officer or for their board service.

Due to the Company’s early-stage operations and limited working capital, a portion of historical compensation has been accrued and, in certain cases, satisfied through equity compensation rather than cash payment. Management has elected to defer portions of cash compensation at times in order to prioritize working capital and support operational growth.

Equity Compensation

In December 2024, the Company issued 71,875,015 shares of restricted common stock to Andrew Lapp, valued at approximately $239,583.

This equity issuance was intended to compensate for previously accrued but unpaid salary for the period from February 2023 through December 2024.

The Company does not currently maintain a formal equity incentive plan but may adopt such a plan in the future to attract and retain key personnel.

Outstanding Equity Awards

As of the date of this Offering Circular, Andrew Lapp beneficially owns shares of the Company’s common stock, including the restricted shares issued in December 2024.

The Company has not granted stock options or warrants to executive officers and does not have any outstanding equity awards with vesting schedules or exercise prices.

Other Compensation

The Company has not provided material bonuses, deferred compensation, retirement benefits, or significant perquisites to its executive officers.

Employment Agreements

The Company has entered into a written employment agreement with Andrew Lapp, effective January 1, 2023, in connection with his role as Chief Executive Officer which agreement continues to the present.

As of the time of this filing no employment agreement with Craig A. Huffman had been entered into.

Under the terms of the Andrew Lapp agreement:

The agreement has been renewed on an annual basis and remains in effect as of the date of this Offering Circular.

The Company does not currently maintain any severance arrangements, change-in-control provisions, or guaranteed bonus structures for its executive officer.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 The following table sets forth information regarding beneficial ownership of our common stock as of March 31, 2026, by:

Footnotes:

(1) Andrew Lapp beneficially owns 72,916,682 shares of common stock and 100,000 shares of Series A Preferred Stock.

Each share of Series A Preferred Stock carries voting rights equal to three times the sum of (i) all common shares outstanding and (ii) all preferred shares outstanding, divided by the number of Series A Preferred shares outstanding. As a result, Mr. Lapp has effective voting control of the Company.

The Series A Preferred Stock is convertible into 300,000,000 shares of common stock, subject to its terms.

(2) ALGM Holdings LLC is owned and controlled by Gerald Mounger, a former director of the Company (through December 2024).

ALGM may also hold convertible notes which, if converted, could result in the issuance of additional shares of common stock. Such securities are not included in the table above as they are not currently exercisable within 60 days.

Additional Information

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.

Percentage ownership is based on:

PRINCIPAL STOCKHOLDERS

Title of Class: Common

Andrew Lapp: 72,916,682 common shares (approximately 29.2% of the common stock outstanding as of March 31, 2026).

DESCRIPTION OF SECURITIES

Common Stock

Authorized: 700,000,000 shares of common stock, par value $0.0001 per share.

Outstanding: As of December 31, 2025, 198,189,097 shares were issued and outstanding.

Voting Rights: Each share of common stock is entitled to one vote per share on all matters submitted to a vote of stockholders. However, voting power is effectively controlled by the holder(s) of Series A Preferred Stock due to super-voting rights.

Dividend Rights: Holders of common stock are entitled to receive dividends when, as, and if declared by the Board of Directors, subject to the rights and preferences of the Series A Preferred Stock. The Company has never declared or paid cash dividends and does not anticipate paying dividends in the foreseeable future.

Liquidation Rights: Upon liquidation, dissolution, or winding-up of the Company, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and liquidation preferences of the Series A Preferred Stock.

Other Rights: Holders of common stock have no preemptive, subscription, redemption, or conversion rights.

Preferred Stock

Series A Preferred Stock:

Authorized: 10,000,000 shares, par value $0.001 per share.

Outstanding: As of December 31, 2025, 100,000 shares were issued and outstanding, all held by Andrew Lapp.

Voting Rights: Each share of Series A Preferred Stock has voting rights equal to three times the sum of (i) all shares of common stock issued and outstanding at the time of voting, plus (ii) the cumulative voting rights of all preferred stock series issued and outstanding at the time of voting, divided by the number of shares of Series A Preferred Stock issued and outstanding at the time of voting.

Conversion Rights: Each share of Series A Preferred Stock is convertible at any time at the holder's option into 3,000 shares of common stock (subject to adjustment for stock splits, combinations, and similar events).

Dividend Rights: Holders of Series A Preferred Stock are entitled to receive dividends if and when declared by the Board of Directors.

Liquidation Preference: The Series A Preferred Stock does not have a liquidation preference over the Company’s common stock. In the event of any liquidation, dissolution, or winding up of the Company, holders of Series A Preferred Stock are not entitled to any preferential distribution and would participate, if at all, on the same basis as holders of common stock.

Other Rights:

The Series A Preferred Stock is convertible into common stock at a fixed conversion rate of 3,000 shares of common stock for each share of Series A Preferred Stock, subject to adjustment for stock splits and similar events.

The Series A Preferred Stock does not have redemption rights or anti-dilution protections and does not provide for any preferential dividends.

Holders of Series A Preferred Stock possess significant voting rights, including the right to vote together with holders of common stock on an as-converted basis, as well as class voting rights on certain matters. In addition, the consent of holders of at least two-thirds of the outstanding Series A Preferred Stock is required for certain corporate actions, including amendments affecting the rights of the Series A Preferred Stock, the creation of senior or pari passu classes of stock, changes to the authorized number of Series A shares, repurchases of capital stock, and certain asset dispositions. These rights function primarily as protective provisions and voting control mechanisms rather than economic preferences.

DIVIDEND POLICY 

We have never declared or paid cash dividends on our common stock. Our current policy is to retain all available earnings and any future profits to fund operations, support production and inventory, invest in research and development, expand our dealer network, and pursue other growth initiatives, and we therefore do not anticipate paying cash dividends on our common stock for the foreseeable future.

Any future decision to declare and pay dividends will be at the discretion of our board of directors, and will depend on, among other factors, our results of operations, financial condition, cash requirements and availability, capital expenditure plans, contractual and legal restrictions (including under Nevada corporate law and any debt instruments), and other factors that our board of directors may deem relevant at that time. There can be no assurance that we will ever declare or pay any cash dividends on our common stock.

SECURITIES OFFERED

We are offering shares of our common stock, par value $0.0001 per share, at an offering price of $0.01 to $0.05 per share, for maximum aggregate gross proceeds of up to $2,500,000 before deducting estimated offering expenses. Assuming the lowest offering price of $0.01 per share, the maximum number of shares offered is 250,000,000. The actual number of shares sold will depend on the final offering price and may be as few as 50,000,000 shares if sold at $0.05 per share.

All of the shares of Common Stock being offered in this offering are being sold by Recreatives Industries, Inc. as the issuer. We will not receive any proceeds from the sale of shares by selling securityholders, if any are later included by amendment; any such sales would be described in a separate “Selling Securityholders” section of this offering circular.

The shares will be offered on a best efforts basis by us and, if engaged, by one or more registered broker-dealers or placement agents. There is currently a public trading market for our Common Stock on the OTC Markets (Pink/OTC) under the symbol “RECX.” However, the offering price was determined by us and does not necessarily reflect the current market price of our Common Stock

SHARES ELIGIBLE FOR FUTURE SALE

 As of March 31, 2026, there were 249,689,097 shares of our common stock outstanding and 100,000 shares of our Series A Preferred Stock outstanding. Upon the sale of shares in this offering for the maximum aggregate offering amount of $2,500,000, there will be between 299,689,097 and 499,689,097 shares of common stock outstanding, depending on whether the shares are sold at $0.05 per share or $0.01 per share, respectively, assuming no exercise, conversion, or issuance of any other securities after March 31, 2026.

The shares of Common Stock sold in this offering will be freely tradable by investors who are not affiliates of the Company, except to the extent such shares are purchased by affiliates. The remainder of our outstanding shares of Common Stock held by existing stockholders may be resold from time to time subject to applicable securities laws, including Rule 144 under the Securities Act, contractual restrictions if any, and the availability of current public information about the Company.

In addition, shares of Common Stock may become eligible for future sale as a result of the conversion of outstanding convertible securities, including our Series A Preferred Stock, or the conversion of outstanding convertible debt, if and when such securities are converted in accordance with their terms. Any sale, or the perception that substantial sales may occur, of shares of our Common Stock in the public market, including shares issued in this offering or shares issued upon conversion of other outstanding securities, could adversely affect the prevailing market price of our Common Stock and could impair our ability to raise capital through future equity offerings.

EXPERTS

The financial statements included in this Offering Circular have been prepared by management and have not been audited or reviewed by an independent registered public accounting firm.

WHERE YOU CAN FIND MORE INFORMATION

Copies of this Offering Circular and exhibits to the Offering Statement filed with the Securities and Exchange Commission may be obtained at no cost by written request to:

Recreatives Industries, Inc.
Attention: Investor Relations
1936 59th Terrace East
Bradenton, Florida 34203
Email: ir@recreatives.com
Telephone: 1-800-255-2511

The Offering Statement on Form 1-A of which this Offering Circular forms a part, including exhibits, is also available for inspection on the SEC's website at www.sec.gov.

RECREATIVES INDUSTRIES, INC.

Consolidated Financial Statements

For the Year Ended December 31, 2025

RECREATIVES INDUSTRIES, INC.

Consolidated Balance Sheet

See accompanying notes to these unaudited consolidated financial statements.

RECREATIVES INDUSTRIES, INC.

Consolidated Statement of Income

See accompanying notes to these unaudited consolidated financial statements.

RECREATIVES INDUSTRIES, INC.

Consolidated Statement of Cash Flows

 

		Mar. 31, 2026				Dec. 31, 2025				Dec. 31, 2024
OPERATING ACTIVITIES
Net Income (Loss)			(312,141	)			(626,893	)			(432,069	)
Adjustments to reconcile Net Income to Net Cash provided by operations:
Accounts Payable			136,298				235,382				115,458
Accounts Receivable			(14,773	)			18,622				(19,687	)
Accrued Compensation			3,733				113,008				(74,644	)
Accrued Interest			23,695				441				31,635
Customer Deposits / Deferred Revenue			44,356				20,749				0
Inventories			121,179				(68,610	)			(334,014	)
Prepaid Expenses			(91,180	)			(8,820	)			64,167
Changes in Other Current Assets and Liabilities			26,493				202,403				165,166
Total for Adjustments to reconcile Net Income to Net Cash provided by operations:			249,801				513,176				(51,920	)
Net cash provided by operating activities			(62,340	)			(113,717	)			(483,988	)
INVESTING ACTIVITIES
Accumulated Depreciation			0				93,897				93,402
Machinery and Equipment			(69,553	)			(7,911	)			(35,934	)
Right-of-use Asset - Operating			23,727				89,042				80,708
Website			(56	)			(49	)			2,706
Net cash provided by investing activities			(45,881	)			174,979				140,882
Net cash provided by financing activities			104,400				(54,636	)			298,941
NET CASH INCREASE FOR PERIOD			(3,821	)			6,626				(44,165	)
Cash at beginning of period			8,946				2,320				46,484
CASH AT END OF PERIOD			5,125				8,946				2,320

See accompanying notes to these unaudited consolidated financial statements.

RECREATIVES INDUSTRIES, INC.

Notes to the Consolidated Financial Statements

For the Year Ended December 31, 2025

Note 1 – Organization and Operations

Recreatives Industries, Inc. (“RECX” or the “Company”) is a Nevada corporation engaged in the manufacturing and sale of amphibious six-wheel-drive (6x6) all-terrain vehicles, related parts, accessories, and drivetrain components marketed under the MAX ATV brand. The Company operates from its leased manufacturing facility located in Florida and continues the MAX brand legacy originally established in 1969.

The Company is focused on the relaunch and expansion of the MAX ATV product line, including the continued development of additional vehicle platforms, manufacturing capabilities, and related products for commercial, recreational, and specialty-use markets.

On March 5, 2021, Andrew Lapp acquired control of Planet Resource Recovery, Inc., which subsequently became Recreatives Industries, Inc. On April 3, 2023, the Company amended and restated its Articles of Incorporation to change its name from Planet Resource Recovery, Inc. to Recreatives Industries, Inc. and effect a reverse stock split.

On November 26, 2021, the Company entered into an Asset Purchase Agreement with Agile Vehicle Technologies Limited for the acquisition of the MAX ATV product line assets, including tooling, intellectual property, CAD files, branding assets, drivetrain documentation, historical records, and related assets associated with the MAX ATV business. The total purchase price was $250,000, consisting of cash consideration and equity consideration. The acquired assets form a significant portion of the Company’s operational and manufacturing foundation.

Note 2 – Basis of Presentation and Significant Accounting Policies

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The Company currently has no subsidiaries requiring consolidation.

Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported revenues and expenses. Actual results could differ from those estimates.

Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Inventory
Inventory consists primarily of vehicle components, drivetrain components, raw materials, work-in-process inventory, and finished goods. Inventory is stated at the lower of cost or net realizable value using the average cost method.

Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over estimated useful lives of approximately five years.

Revenue Recognition
The Company recognizes revenue from the sale of vehicles, parts, accessories, and related products when control of the goods transfers to the customer, generally upon shipment, and collectability is reasonably assured.

Customer Deposits
Customer deposits primarily consist of non-refundable deposits received for future vehicle production orders. Revenue is recognized upon shipment of the related products.

Income Taxes
The Company accounts for income taxes pursuant to ASC 740. Deferred tax assets and liabilities are recognized for temporary differences between financial statement carrying amounts and tax bases of assets and liabilities. A valuation allowance is recorded when it is more likely than not that deferred tax assets will not be realized.

Earnings Per Share
Basic earnings per share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings per share includes potentially dilutive securities when their effect is dilutive.

Fair Value of Financial Instruments
The carrying amounts of cash, accounts payable, accrued expenses, notes payable, and other current liabilities approximate fair value due to the short-term nature of these instruments.

Subsequent Events
Management has evaluated subsequent events through the date the financial statements were available to be issued.

Note 3 – Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced recurring operating losses and has historically relied on debt financing and advances to support operations and growth initiatives.

Management believes recent investments in manufacturing equipment, production capabilities, operational infrastructure, and planned financing initiatives position the Company for future growth. The Company is also pursuing additional capital raising initiatives, including a Regulation A offering, intended to support working capital needs, expansion of production capacity, inventory growth, and operational scaling.

Management continues to focus on increasing revenues, expanding dealer relationships, improving operational efficiencies, and strengthening the Company’s financial position. While uncertainties remain, management believes these initiatives provide a reasonable basis for the Company to continue operations and execute its growth strategy.

Note 4 – Inventory

Inventory totaled approximately $589,370 as of March 31, 2026. During the reporting period, the Company recorded a one-time inventory reconciliation adjustment related to inventory accounting reconciliation and internal inventory balancing procedures.

Note 5 – Property and Equipment

Property and equipment consisted primarily of manufacturing equipment, machinery, tooling, production assets, website assets, and acquired MAX ATV product line assets. The Company depreciates substantially all fixed assets over an estimated useful life of approximately five years.

A substantial portion of the Company’s production tooling, intellectual property support assets, and manufacturing foundation originated from the MAX ATV asset acquisition completed in 2021.

Note 6 – Notes Payable and Convertible Debt

The Company has various promissory notes and convertible notes outstanding used to support operations, inventory purchases, equipment acquisition, payroll, and working capital requirements.

Certain convertible notes contain fixed conversion prices, including notes convertible at $0.0001 per common share. These notes do not contain variable conversion features, default penalties, warrants, or embedded derivative accounting features.

The Company also has a convertible note payable to Stoller with an 18% interest rate and repayment cap provisions. The note contains provisions allowing conversion adjustments in the event the Company completes qualifying financing transactions exceeding specified thresholds.

As of March 31, 2026, accrued interest associated with notes payable totaled approximately $128,417.

Note 7 – Related Party and Financing Transactions

ALGM Holdings LLC (“ALGM”) is a significant third-party financier of the Company and holds both convertible and non-convertible debt obligations of the Company. ALGM is independently owned and is not considered an affiliate of the Company.

ALGM has historically provided working capital support to the Company through short-term advances and financing arrangements used for payroll, vendor payments, inventory purchases, and general operational support. Certain advances do not contain fixed repayment schedules and, in some instances, do not accrue interest.

The Company intends to utilize a portion of anticipated future financing proceeds to reduce or repay portions of outstanding short-term obligations owed to ALGM.

Note 8 – Stockholders’ Equity

The Company is authorized to issue 700,000,000 shares of common stock with a par value of $0.0001 per share.

The Company has designated 100,000 shares as Series A Preferred Stock. Each share of Series A Preferred Stock is entitled to 3,000 votes per share and is convertible into 3,000 shares of common stock. The Series A Preferred Stock does not currently provide for liquidation preferences or mandatory redemption rights.

During prior periods, the Company issued common stock for consulting, investor relations, and compensation-related purposes, including the settlement of previously accrued executive compensation obligations approved by the Company’s Board of Directors.

Note 9 – Lease Commitments

The Company leases its manufacturing and operational facility pursuant to a commercial lease agreement that commenced on September 1, 2023 and expires on September 1, 2026.

Current lease payments are approximately $8,820 per month on a triple-net basis, subject to annual increases. Management is currently negotiating a renewal extension with the landlord. The landlord is an unrelated third party.

The Company accounts for its lease obligations pursuant to ASC 842.

Note 10 – Commitments and Contingencies

The Company may be involved in various legal proceedings and claims arising in the ordinary course of business.

The Company is currently involved in litigation matters, including litigation in which the Company disputes the validity of service and intends to continue pursuing legal remedies seeking relief and/or vacature related to the underlying claims. Management believes the Company has valid legal defenses and intends to continue vigorously defending its interests.

The ultimate outcome of litigation matters cannot presently be determined with certainty.

Note 11 – Income Taxes

The Company has incurred net operating losses (“NOLs”) from prior operating periods which may be available to offset future taxable income, subject to applicable limitations under federal and state tax laws.

The Company filed extensions related to its 2025 tax filings. Management believes a full valuation allowance against deferred tax assets is appropriate as of March 31, 2026 due to historical operating losses and uncertainty regarding future taxable income realization.

PART III - EXHIBITS

Index to Exhibits

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bradenton, State of Florida, on May 22, 2026.

Exhibit 2.1

	FRANCISCO V. AGUILAR
	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
	20233079941
	Filed On
	4/3/2023 9:41:00 AM
	Number of Pages
	8

TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT

	FRANCISCO V. AGUILAR
	Secretary of State
	202 North Carson Street
	Carson City, Nevada 89701-4201
	(775) 684-5708
	Website: www.nvsos.gov

6. Signature: (Required)	X			CEO
		Signature of Officer or Authorized Signer		Title
	X			Director
		Signature of Officer or Authorized Signer		Title
	* 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.

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PLANET RESOURCE RECOVERY, INC.,
a Nevada corporation

ARTICLE I

The name of the Corporation is Recreatives Industries, Inc.

ARTICLE II

The Corporation may engage in any lawful activity.

ARTICLE III

Classes of Stock. The total number of shares that the Corporation is authorized to issue is 1,460,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”); and 100,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). 100,000 shares of the Corporation’s Preferred Stock is designated as “Series A Preferred Stock.”

i.       Conversion. Any holder of the Series A Stock shall be entitled to convert each share of Series A Stock into 3,000 shares of the Corporation’s Common Stock.

ii.       Liquidation and Dividends. The Series A Stock, notwithstanding the prior preferences, if any, granted to any other class or series of stock before or after the issue date will entitle the holder of record to dividends as approved by the Board of Directors.

iii.       Voting Rights. The holders of the Series A Stock issued and outstanding, except as otherwise provided by law shall have and possess the right to notice of stockholders’ meetings and the right to vote on the election of directors or any other matter together with holders of all other classes of voting stock of the Corporation based on three thousand (3,000) votes for each share of Series A Stock owned.

iv.       Exclusion of Other Rights. Except otherwise required by law, the shares of Series A Stock shall not have any preferences or relative, participating optional or other special rights, other than those specifically set forth in these Amended Articles of the Corporation. The shares of Series A Stock shall have no preemptive or subscription rights.

v.       Protective Provisions. So long as any of the Series A Stock shall be outstanding, the Corporation shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least two-thirds of the total number of shares of Series A Stock outstanding:

ARTICLE IV

The governing board of the Corporation shall be styled as a “Board of Directors,” and any member of such Board of Directors shall be styled as a director. The number of directors of the Corporation may be fixed and increased or decreased in the manner provided in the Bylaws of the Corporation, provided that the number of directors shall never be less than one. Vacancies and newly created directorships, whether resulting from an increase in the size of the Board of Directors or due to the death, resignation, disqualification, or removal of a director or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, even if less than a quorum. A director elected to fill a vacancy shall hold office for the unexpired term of that director’s predecessor in office and until that director’s successor is duly elected and qualified shall be governed by the terms of these Amended Articles of Incorporation or the resolution or resolutions adopted by the Board of Directors.

ARTICLE V

The personal liability of the directors and officers of the Corporation hereby is eliminated to the fullest extent permitted by Nevada Revised Statutes, Chapter 78, as the same exists or hereafter may be amended. No director or officer of the Corporation will be liable to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, excepting only (i) acts or omissions that involve intentional misconduct, fraud, or a knowing violation of law or (ii) the payment of dividends in violation of Nevada Revised Statutes Section 78.300. No amendment, modification or repeal of this Article V shall apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to any act or omission of such director or officer having occurred before such amendment, modification, or repeal, except as otherwise required by law.

ARTICLE VI

The Corporation shall, to the fullest extent permitted by the laws of the State of Nevada, as the same exist or hereafter may be amended (but in the case of such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such laws permitted the Corporation to provide before such amendment), indemnify and hold harmless each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person or a person for whom such person is the legal representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, manager or trustee of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such Proceeding is alleged action or inaction in an official capacity or in any other capacity while serving as a director or officer of the Corporation or at the request of the Corporation as a director, officer, manager or trustee of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, against and from all costs, charges, expenses, liabilities and losses (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and amounts expended in seeking indemnification granted to such person under applicable law, this Article VI or any agreement with the Corporation) reasonably incurred or suffered by such person in connection therewith. The Corporation may, by action of the Board of Directors or through the adoption of Bylaws, provide indemnification to employees and agents of the Corporation, and to persons who are serving or did serve at the request of the Corporation as an employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, with the same scope and effect as provided to the directors and officers of the Corporation pursuant to the foregoing provisions of this Article VI.

The indemnification provided for herein shall not be deemed exclusive of any other right to which a person indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to actions of such person in such person’s official capacity and as to actions of such person in another capacity while holding such office. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, manager, trustee, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, against any liability asserted against such person in any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of Nevada Revised Statutes, Chapter 78. The expenses of any director or officer, current or past, incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation as incurred and in advance of the final disposition of such action, suit or proceeding upon the Corporation’s receipt of an undertaking by or on behalf of such current or past director or officer to repay the Corporation for all of such expenses if it ultimately is determined by a court of competent jurisdiction that such current or past director or officer is not entitled to be indemnified by the Corporation. The indemnification provided for herein shall continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation, or who has ceased to serve at the request of the Corporation as a director, officer, manager, trustee, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, and shall inure to the benefit of such person’s heirs, executors and administrators. No amendment, modification or repeal of this Article VI applies to or has any effect on any right or protection of any director, officer, employee or agent of the Corporation, or any person who is or was serving at the request of the Corporation as a director, officer, manager, trustee, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, existing at the time of such amendment, modification or repeal.

ARTICLE VII

In furtherance and not in limitation of the rights, powers, privileges and discretionary authority granted or conferred by Nevada Revised Statutes, Chapter 78 or other statutes or laws of the State of Nevada, the Board of Directors is expressly authorized: (i) to make, adopt, amend, alter or repeal the Bylaws of the Corporation, except as and to the extent otherwise provided in such Bylaws; (ii) from time to time to adopt bylaw provisions with respect to indemnification of directors, officers, employees, agents and other persons as the Board of Directors deems expedient and in the best interests of the Corporation and to the extent permitted by law; and (iii) to fix and determine designations, preferences, privileges, rights and powers, and relative, participating, optional or other special rights, qualifications, limitations or restrictions, on the capital stock of the Corporation as provided by Nevada Revised Statutes Section 78.195, unless otherwise provided herein.

ARTICLE VIII

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

IN WITNESS WHEREOF, Planet Resource Recovery, Inc. has caused these Amended and Restated Articles of Incorporation to be executed by a duly authorized officer on this 17 day of March 2023.

	By:
		Andrew Lapp CEO

Exhibit 2.2

	FRANCISCO V. AGUILAR
	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
	20233079904
	Filed On
	4/3/2023 9:41:00 AM
	Number of Pages
	1

TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT  

8. Signature: (Required)	X
		Signature of Officer			Date:		03/30/2023

Exhibit 2.3

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

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation:

Planet Resource Recovery, Inc.

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

and

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

5.    Signature: (required)

X

Signature of Officer

* 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.

ACTION BY WRITTEN CONSENT OF THE CUSTODIAN OF PLANET RESOURCE
RECOVERY, INC.

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:

CREATION OF SERIES A PREFERRED STOCK

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.

NOW, THEREFORE, BE IT

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.

INCREASE OF AUTHORIZED COMMON 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

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.

NOW, THEREFORE, BE IT

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.

MANAGEMENT AGREEMENT

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;

NOW, THEREFORE. BE IT

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

GENERAL RESOLUTIONS

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.

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.

Dated: April 11, 2021

CUSTODIAN:

Brandon Bean

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

Signature:

Email: bdeanl468@gmail.com

Certificate of Designation

Preferred Stock Class:

Series A

PLANET RESOURCE RECOVERY, INCORPORATED

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

DOES HEREBY CERTIFY:

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:

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.

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.

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.

Exhibit 2.4

BYLAWS OF PLANET RESOURCE RECOVERY, INC.

ARTICLE I
OFFICES

Section 1.1. Registered Agent and Office. The registered agent of the Corporation (the “Corporation”) shall be as set forth in the Corporation’s articles of incorporation, as amended and restated (the “Articles of Incorporation “) and the registered office of the Corporation shall be the street office of that agent. The board of directors of the Corporation (the “Board of Directors”) may at any time change the Corporation’s registered agent or office by making the appropriate filing with the Nevada Secretary of State (“SOS”).

Section 1.2. Principal Office. The principal office of the Corporation shall be at such place within or without the State of Nevada as shall be fixed from time to time by the Board of Directors.

Section 1.3. Other Offices. The Corporation may also have other offices, within or without the State of Nevada, as the Board of Directors may designate, as the business of the Corporation may require, or as may be desirable.

Section 1.4. Books and Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be maintained on any information storage device or method that can be converted into clearly legible paper form within a reasonable time. The Corporation shall convert any records so kept on the written request of any person entitled to inspect such records pursuant to applicable law.

ARTICLE II
STOCKHOLDERS

Section 2.1. Place of Meeting. Meetings of the stockholders shall be held at such place, if any, either within or without the State of Nevada, or by means of remote communication in accordance with Section 2.2, as shall be fixed by the Board of Directors and designated in the notice of the meeting or executed waiver of notice.

Section 2.2. Participation By Remote Communication. Stockholders not physically present at a meeting of the stockholders may participate in the meeting by remote communication, including (without limitation) electronic communication, videoconference, teleconference, or other available technology if the Corporation implements reasonable measures to:

Section 2.3. Annual Meeting. An annual meeting of stockholders, for the purpose of electing directors and transacting any other business as may be brought before the meeting, shall be held at such date, time, and place, if any, as determined by the Board of Directors and designated in the notice of the meeting. Failure to hold the annual meeting of stockholders at the designated time shall not affect the validity of any action taken by the Corporation.

Section 2.4. Special Meetings. Special meetings of stockholders may be called by the Board of Directors, any two directors, or the President. The only business which may be conducted at a special meeting of stockholders shall be the matter or matters set forth in the notice of such meeting.

Section 2.5. Fixing The Record Date. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the record date shall be the date fixed by resolution of the Board of Directors. If no date is specified, the record date shall be the close of business on the day before the day the first notice of the meeting is given or, if notice is waived, the close of business on the day before the day the meeting is held.

A record date fixed under this Section may not be less than ten (10) or more than sixty (60) days before the meeting of stockholders. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders is effective for any adjournment or postponement of the meeting unless the Board of Directors fixes a new record date for the adjourned or postponed meeting. The Board of Directors must fix a new record date if the meeting is adjourned or postponed more than sixty (60) days after the original meeting of stockholders.

Section 2.6. Notice of Stockholders’ Meeting. Written notice stating the place (if any), date, and time of the meeting, the means of any remote communication by which stockholders may participate in the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10), and not more than sixty (60), days before the date of the meeting. Notice to each stockholder entitled to vote at the meeting shall be given personally, by mail, or by electronic transmission if consented to by a stockholder, by or at the direction of the Secretary or the officer or person calling the meeting. If mailed, the notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the share transfer records of the Corporation, with postage thereon prepaid. Any stockholder entitled to notice of a meeting may sign a written waiver of notice delivered to the Corporation either before or after the meeting. A stockholder’s participation or attendance at a meeting shall constitute a waiver of notice, except where the stockholder attends for the specific purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.

Section 2.7. Voting Lists. The Corporation shall prepare, as of the record date fixed for a meeting of stockholders, an alphabetical list of all stockholders entitled to vote at the meeting (or any adjournment thereof). The list shall be available for inspection by any stockholder beginning two (2) business days after notice of the meeting is given, during regular business hours at the Corporation’s principal office or another place identified in the meeting notice in the city where the meeting will be held. The list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting (or any adjournment thereof). If any stockholders are participating in the meeting by remote communication, the list shall be open to examination by the stockholders for the duration of the meeting on a reasonably accessible electronic network, and the information required to access the list shall be provided to stockholders with the notice of the meeting.

Section 2.8. Quorum of Stockholders. At each meeting of stockholders for the transaction of any business, a quorum must be present to organize such meeting. The presence in person, by means of remote communication, or by proxy of a majority of the voting power constitutes a quorum for the transaction of business at a meeting of stockholders, except as otherwise required by the Articles of Incorporation, these Bylaws, or Chapter 78 of the Nevada Revised Statutes (the “Nevada Corporations Act”). If any class or series of shares is permitted or required to vote separately on any action, the presence in person, by means of remote communication, or by proxy of a majority of the voting power of such class or series constitutes a quorum for the transaction of business. The holders of a majority of the voting power represented in person, by means of remote communication, or by proxy at a meeting, even if less than a quorum, may adjourn or postpone the meeting from time to time.

Section 2.9. Conduct of Meetings. The Board of Directors, as it shall deem appropriate, may adopt by resolution rules and regulations for the conduct of meetings of the stockholders. At every meeting of the stockholders, the Chief Executive Officer, or in the Chief Executive Officer’s absence or inability to act, a director or officer designated by the Board of Directors, shall serve as chair of the meeting. The Secretary or, in the Secretary’s absence or inability to act, the person whom the chair of the meeting shall appoint, shall act as secretary of the meeting and keep the minutes thereof. The chair of the meeting shall determine the order of business and, in the absence of a rule adopted by the Board of Directors, shall establish rules for the conduct of the meeting. The chair of the meeting shall announce the close of the polls for each matter voted upon at the meeting, after which no ballots, proxies, votes, changes, or revocations will be accepted. Polls for all matters before the meeting will be deemed to be closed upon final adjournment of the meeting.

Section 2.10. Voting of Stock. Each outstanding share of stock, regardless of class or series, shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of stockholders, except as otherwise provided by these Bylaws and to the extent that the Articles of Incorporation or the certificate of designation establishing the class or series of stock provides for more or less than one (1) vote per share or limits or denies voting rights to the holders of the shares of any class or series of stock. Unless a different proportion is required by the Articles of Incorporation, these Bylaws, or the Nevada Corporations Act:

Stockholders are prohibited from cumulating their votes in any election of directors of the Corporation. Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

Section 2.11. Voting By Proxy. A stockholder may vote either in person or by proxy executed in writing by the stockholder or the stockholder’s attorney-in-fact. Any copy, communication by electronic transmission, or other reliable written reproduction may be substituted for the stockholder’s original written proxy for any purpose for which the original proxy could have been used if such copy, communication by electronic transmission, or other reproduction is a complete reproduction of the entire original written proxy. No proxy shall be valid after six (6) months from the date of its creation unless the proxy specifies its duration, which may not exceed seven (7) years from the date of its creation. A proxy shall be revocable unless the proxy states that the proxy is irrevocable, and the proxy is coupled with an interest sufficient to support an irrevocable power. A properly created proxy or proxies continues in full force and effect until either of the following occurs:

Section 2.12. Action By Stockholders Without a Meeting. Any action required or permitted by the Nevada Corporations Act to be taken at a meeting of stockholders may be taken without a meeting if, before or after the action, a written consent to the action is signed by stockholders holding a majority of the voting power of the Corporation or, if different, the proportion of voting power required to take the action at a meeting of stockholders.

ARTICLE III
DIRECTORS

Section 3.1. Powers. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. Directors must be natural persons at least 18 years of age and need not be stockholders of the Corporation.

Section 3.2. Number of Directors. The number of directors shall be at least one (1) or more members, provided that the number may be increased or decreased as permitted by applicable law from time to time by an amendment to these Bylaws. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director.

Section 3.3. Term of Office. At the first annual meeting of stockholders and at each annual meeting thereafter, the holders of shares of stock entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting or until the director’s earlier death, resignation, disqualification, or removal. Despite the expiration of a director’s term, the director shall continue to serve until the director’s successor is elected and qualified.

Section 3.4. Removal. Any or all of the directors, or a class of directors, may be removed at any time, with or without cause, at a special meeting of stockholders called for that purpose by a vote of the holders of two-thirds of the voting power of the issued and outstanding stock entitled to vote.

Section 3.5. Resignation. A director may resign at any time by giving written notice to the Board of Directors, its chair, or to the Secretary of the Corporation. A resignation is effective when the notice is given unless a later effective date is stated in the notice. Acceptance of the resignation shall not be required to make the resignation effective. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date.

Section 3.6. Vacancies. Unless otherwise provided in the Articles of Incorporation, vacancies and newly created directorships, whether resulting from an increase in the size of the Board of Directors or due to the death, resignation, disqualification, or removal of a director or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, even if less than a quorum. A director elected to fill a vacancy shall hold office for the unexpired term of that director’s predecessor in office and until that director’s successor is duly elected and qualified.

Section 3.7. Regular Meetings of Directors. A regular meeting of the newly elected Board of Directors shall be held, without other notice, immediately after and at the place of the annual meeting of stockholders, provided a quorum is present. Other regular meetings of the Board of Directors may be held at such times and places, within or without the State of Nevada, as the Board of Directors may determine.

Section 3.8. Special Meetings of Directors. Special meetings of the Board of Directors may be called by the entire Board of Directors, any two directors, or the Chief Executive Officer.

Section 3.9. Participation By Electronic Communication. Directors not physically present at a meeting of the Board of Directors may participate in the meeting by electronic communication, videoconference, teleconference, or other available technology if the Corporation implements reasonable measures to:

Section 3.10. Notice Of Directors’ Meetings. Regular meetings of the Board of Directors may be held without notice of the date, time, place, or purpose of the meeting. All special meetings of the Board of Directors shall be held upon not less than two (2) days’ written notice stating the purpose or purposes of the meeting, and the date, place (if any), and time of the meeting, and the means of any electronic communication by which directors may participate in the meeting. Notice may be given to each director personally, by mail, by electronic transmission if consented to by the director, or by any other means of communication authorized by the director. A director entitled to notice of a meeting may sign a written waiver of notice delivered to the Corporation either before or after the time of the meeting. A director’s participation or attendance at a meeting shall constitute a waiver of notice, except where the director attends for the specific purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.

Section 3.11. Quorum and Action By Directors. A majority of the Board of Directors then in office shall constitute a quorum for the transaction of business. The directors at a meeting for which a quorum is not present may adjourn the meeting until a time and place as may be determined by a vote of the directors present at that meeting.

The act of the directors holding a majority of the voting power of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act requires approval by a greater proportion under the Articles of Incorporation or these Bylaws.

Section 3.12. Action By Directors Without Meeting. Any action required or permitted by the Nevada Corporations Act to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if, before or after the action, all of the members of the Board of Directors or committee sign a written consent describing the action and deliver it to the Corporation.

Section 3.13. Committees of The Board of Directors. The Board of Directors, by resolution adopted by a majority of the directors, may establish one (1) or more committees, each consisting of one (1) or more directors, to exercise the authority of the Board of Directors to the extent provided in the resolution establishing the committee and allowed under the Nevada Corporations Act. The designation of a committee of the Board of Directors and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

ARTICLE IV
OFFICERS

Section 4.1. Positions and Election. The officers of the Corporation shall be elected by the Board of Directors and shall be a Chief Executive Officer, President, a Secretary, a Treasurer, and any other officers, including assistant officers and agents, as may be deemed necessary by the Board of Directors. Any two or more offices may be held by the same person. Each officer shall hold office until such officer’s successor is elected and qualified or until the earlier death, resignation, disqualification, or removal of that officer. Vacancies or new offices shall be filled at the next regular or special meeting of the Board of Directors. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.2. Removal and Resignation. Any officer elected by the Board of Directors may be removed, with or without cause, at any regular or special meeting of the Board of Directors by the affirmative vote of the majority of the directors in attendance where a quorum is present. Removal shall be without prejudice to the contract rights, if any, of the officer so removed. Any officer may resign at any time by delivering written notice to the Secretary of the Corporation. Resignation is effective when the notice is delivered unless the notice provides a later effective date. Any vacancies may be filled in accordance with Section 4.1 of these Bylaws. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Should any vacancy occur among the officers, the position shall be filled for the unexpired portion of the term by appointment made by the Board of Directors.

Section 4.3. Chief Executive Officer. Subject to the oversight of the Board of Directors, the Chief Executive Officer shall have general supervision, direction and control of the business and affairs of the Corporation. The Chief Executive Officer shall preside at all meetings of the stockholders and, in the absence of the chairman of the Board, at all meetings of the Board of Directors. The Chief Executive Officer shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation and such other powers and duties as may be assigned by the Board of Directors.

Section 4.4. President. In the absence or disability of the Chief Executive Officer, the President, subject to the direction of the Board of Directors, shall have active, general supervision and executive management over the business and affairs of the Corporation. The President shall have the general powers and duties usually vested in the office of president of a corporation and such other powers and duties as may be prescribed by the Board of Directors.

Section 4.5. Vice-Presidents. powers of the President in the duties as the Board of Directors Each Vice President shall perform the duties and exercise the absence or disability of the President, and shall perform all other or President shall assign.

Section 4.6. Secretary. The Secretary shall attend all meetings of the Board of Directors and stockholders, shall record all votes and the minutes of all proceedings, and shall perform like duties for the standing committees when required. The Secretary shall give or cause to be given notice of all meetings of the Board of Directors and stockholders and shall perform all other duties as the Board of Directors or President shall assign. The Secretary shall be the custodian of the records of the Corporation. In the absence of the Secretary, the minutes of all meetings of the Board of Directors and stockholders shall be recorded by the person designated by the President or Board of Directors.

Section 4.7. Treasurer. The Treasurer shall be the principal financial officer of the Corporation, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in the depositories designated by the Board of Directors, and in general shall perform all the duties incident to the office of Treasurer and such other duties as the Board of Directors or Chief Executive Officer shall assign. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for the disbursements. The Treasurer shall keep and maintain the Corporation’s books of account and shall render to the Chief Executive Officer and Board of Directors an account of all transactions as Treasurer and of the financial condition of the Corporation and exhibit the books, records, and accounts to the Chief Executive Officer or Board of Directors at any time.

Section 4.8. Execution Authority. All contracts of the Corporation shall be executed on behalf of the Corporation by: (a) the Chief Executive Officer, (b) such other officer or employee of the Corporation authorized in writing by the Chief Executive Officer, with such limitations or restrictions on such authority as he or she deems appropriate, or (c) such other person as may be authorized by the Board of Directors, and, if required, the seal of the Corporation shall be thereto affixed and attested by the secretary or an assistant secretary.

Section 4.9. Duties of Officers May Be Delegated. In case any officer is absent, or for any other reason that the Board of Directors may deem sufficient, the President or the Board of Directors may delegate for the time being the powers or duties of such officer to any other officer or to any director.

ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS

Section 5.1. Indemnification In Actions By Third Parties. The Corporation shall, to the extent permitted by the Nevada Corporations Act, indemnify any person who is or was a director, officer, employee, or agent of the Corporation or is or was serving at the Corporation’s request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other entity (each such person, an “Indemnitee”) against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by the Indemnitee in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than a proceeding by or in the right of the Corporation, to which the Indemnitee is, was, or is threatened to be made a party by reason of being an Indemnitee, if the Indemnitee either:

Section 5.2. Indemnification In Actions By or On Behalf of The Corporation. The Corporation shall, to the extent permitted by the Nevada Corporations Act, indemnify any Indemnitee against expenses, including attorneys’ fees and amounts paid in settlement, actually and reasonably incurred by the Indemnitee in connection with any threatened, pending, or completed suit or action by or in the right of the Corporation to which the Indemnitee is, was, or is threatened to be made a party by reason of being an Indemnitee, if the Indemnitee either:

Section 5.3. Indemnification Against Expenses. The Corporation shall, to the extent permitted by the Nevada Corporations Act, indemnify any Indemnitee who was successful, on the merits or otherwise, in the defense of any action, suit, proceeding, or claim described in Sections 5.1 and 5.2, against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by the Indemnitee in connection with the defense.

Section 5.4. Non-Exclusivity of Indemnification Rights. The rights of indemnification set out in this Article V shall be in addition to and not exclusive of any other rights to which any Indemnitee may be entitled under the Articles of Incorporation, Bylaws, any other agreement with the Corporation, any action taken by the directors or stockholders of the Corporation, or otherwise. The indemnification provided under this Article V shall inure to the benefit of the heirs, executors, and administrators of an Indemnitee.

ARTICLE VI
SHARE CERTIFICATES AND TRANSFER

Section 6.1. Uncertificated Shares. The shares of the Corporation shall be uncertificated shares. The Corporation shall, within a reasonable time after the issuance or transfer of uncertificated shares, send to the registered owner of the shares a written notice containing the information required to be set forth or stated on certificates pursuant to the Nevada Corporations Act. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical. No share shall be issued until the consideration therefor, fixed as provided by law, has been fully paid.

Section 6.2. Transfers of Shares. Shares of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of shares of the Corporation shall be made on the books of the Corporation only by the holder of record thereof or by such person’s attorney lawfully constituted in writing. No transfer of shares shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

Section 6.3. Registered Stockholders. The Corporation may treat the holder of record of any shares issued by the Corporation as the holder in fact thereof, for purposes of voting those shares, receiving distributions thereon or notices in respect thereof, transferring those shares, exercising rights of dissent with respect to those shares, exercising or waiving any preemptive right with respect to those shares, entering into agreements with respect to those shares in accordance with the laws of the State of Nevada, or giving proxies with respect to those shares. Neither the Corporation nor any of its officers, directors, employees, or agents shall be liable for regarding that person as the owner of those shares at that time for those purposes, regardless of whether that person possesses a certificate for those shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express notice thereof, except as otherwise provided by law.

Section 6.4. Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed upon the making of an affidavit of that fact by the owner of the allegedly lost, stolen, or destroyed certificate. When authorizing the issue of a new certificate or certificates, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may require the owner of the allegedly lost, stolen, or destroyed certificate, or the owner’s legal representative, to give the Corporation a bond or other security sufficient to indemnify it against any claim that may be made against the Corporation or other obligees with respect to the certificate alleged to have been lost, stolen, or destroyed or the issuance of such new certificate or certificates.

Section 6.5. Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

ARTICLE VII
DISTRIBUTIONS

Section 7.1. Declaration. The Board of Directors may authorize, and the Corporation may make, distributions to its stockholders in cash, property (other than shares of the Corporation), or a dividend of shares of the Corporation to the extent permitted by the Articles of Incorporation and the Nevada Corporations Act.

Section 7.2. Fixing Record Dates for Distributions and Share Dividends. For the purpose of determining stockholders entitled to receive a distribution by the Corporation (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, the Board of Directors may, at the time of declaring the distribution or share dividend, set a date no more than sixty (60) days prior to the date of the distribution or share dividend. If no record date is fixed for such distribution or share dividend, the record date shall be the date on which the resolution of the Board of Directors authorizing the distribution or share dividend is adopted.

ARTICLE VIII
MISCELLANEOUS

Section 8.1. Checks, Drafts, Etc. All checks, drafts, or other instruments for payment of money or notes of the Corporation shall be signed by an officer or officers or any other person or persons as shall be determined from time to time by resolution of the Board of Directors.

Section 8.2. Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of Directors.

Section 8.3. Conflict With Applicable Law or Articles of Incorporation. Unless the context requires otherwise, the general provisions, rules of construction, and definitions of the Nevada Corporations Act shall govern the construction of these Bylaws. These Bylaws are adopted subject to any applicable law and the Articles of Incorporation. Whenever these Bylaws may conflict with any applicable law or the Articles of Incorporation, such conflict shall be resolved in favor of such law or the Articles of Incorporation.

Section 8.4. Invalid Provisions. If any one or more of the provisions of these Bylaws, or the applicability of any provision to a specific situation, shall be held invalid or unenforceable, the provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of these Bylaws and all other applications of any provision shall not be affected thereby.

ARTICLE IX
AMENDMENT OF BYLAWS

Section 9.1. Amendments. Bylaws may be adopted, amended, or repealed by the Board of Directors, except as prohibited by a Bylaw adopted by the stockholders. The stockholders may make additional bylaws and may adopt, amend, or repeal any bylaws whether such bylaws were originally adopted by them or otherwise.

PLANET RESOURCE RECOVERY, INC.

a Nevada corporation

CERTIFICATE OF ADOPTION OF BYLAWS

The undersigned hereby certifies that he is the duly elected, qualified, and acting Secretary of Planet Resource Recovery, Inc., a Nevada corporation (the “Corporation”), and that the foregoing bylaws, comprising ten (10) pages, were adopted as the Corporation’s bylaws as of May 1, 2022, by the Corporation’s Board of Directors on that same date.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand effective as of May 1, 2022.

	Andrew Lapp, Chief Executive Officer

Exhibit 2.5

ACTION BY WRITTEN CONSENT OF THE

STOCKHOLDERS OF

PLANET RESOURCE RECOVERY, INC.

The undersigned, constituting the holders of all outstanding shares of capital stock entitled to vote (the “Stockholders”') of Planet Resource Recovery, Inc., a Nevada corporation (the “Corporation”), acting pursuant to Section 78.390 of the Nevada Revised Statutes (“NRS”) and the Corporation's bylaws, the Stockholders do hereby consent to, adopt, ratify, confirm, and approve, the following recitals and resolutions, effective March 28, 2023.

APPROVAL OF THE AMENDED AND RESTATED

ARTICLES OF INCORPORATION

WHEREAS, the Board has determined it to be in the best interests of the Corporation and its Stockholders to amend and restate the Articles of the Corporation to change the Corporation's name from Planet Resource Recovery, Inc. to “Recreatives Industries, Inc.” as well as the Corporation's symbol from “PRRY” to “RECX” and to effect the reverse stock split by filing an Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”), substantially in the form attached hereto as Exhibit A, with the Secretary of State of Nevada and Financial Industry Regulatory Authority (“FINRA”);

WHEREAS, the Board has determined it to be in the best interest of the Corporation to effect a 30 for 1 reverse stock split of the current outstanding shares of the Corporation's Common Stock, i.e., 439,547,996, such that the Corporation thereupon will have approximately 14,651,600 shares of Common Stock outstanding (the “2023 Reverse Stock Split”);

WHEREAS, the Board has determined it is in the best interest of the Corporation to round up any fractional shares that result from the 2023 Reverse Stock Split; and

WHEREAS, the Board of the Corporation has recommended that the Stockholders of the Corporation approve and adopt the Amended and Restated Articles.

NOW THEREFORE, BE IT RESOLVED, that the form, terms and provisions of the Amended and Restated Articles to change the Corporation's name and symbol and to effect the 2023 Reverse Stock Split, hereby is, authorized, adopted and approved in all respects by the Stockholders of the Corporation and that the officers of the Corporation be, and each of them acting jointly or alone hereby is, authorized, empowered and directed, in the name of and on behalf of the Corporation, to execute, deliver and/or cause to be filed the Amended and Restated Articles with Secretary of State of the State of Nevada and FINRA and to perform such other actions that they may deem necessary or appropriate; and

BE IT RESOLVED FURTHER, that the 2023 Reverse Stock Split hereby is specifically authorized and approved by the Stockholders.

APPROVAL OF CERTIFICATE OF AMENDMENT TO DESIGNATION OF

THE SERIES A PREFERRED STOCK

WHEREAS, the Board has determined that it is in the best interests of the Corporation to amend the Certificate of Designation, dated as of February 15, 2007 and later amended on November 2, 2009, establishing the Corporation's Series A Preferred Stock (the “Amendment”);

WHEREAS, the Amendment will be effectuated in accordance with NRS Section 78.1955, pursuant to which the Corporation will file a Certificate of Amendment to Designation (the “Series A Certificate of Amendment'”), a form of which is attached hereto as Exhibit B and incorporated by reference herein; and

WHEREAS, Section 4 of the Certificate of Designation amended November 2, 2009, has been amended to remove the anti-dilution language and now states, “Any holder of the Series A Stock shall be entitled to convert each share of Series A Stock into 3,000 shares of the Corporation's Common Stock” in the Corporation's Articles of Incorporation, as amended and restated.

NOW, THEREFORE, BE IT RESOLVED, that the Corporation is hereby authorized and approved to effectuate the Amendment.

RESOLVED FURTHER, that the Series A Certificate of Amendment is hereby authorized and approved in all respects.

RESOLVED FURTHER, that the officers of the Corporation be, and each of them acting jointly or alone hereby is, authorized, empowered and directed, in the name of and on behalf of the Corporation, to execute, deliver and/or cause the Series A Certificate of Amendment to be filed with the Secretary of State of the State of Nevada and may take such further actions as are necessary or appropriate to implement the Amendment.

GENERAL RESOLUTIONS

BE IT RESOLVED FURTHER, that any and all actions heretofore taken by any officer of the Corporation in connection with the matters contemplated by the foregoing resolutions be, and they hereby are, approved, ratified and confirmed in all respects as fully as if such actions had been presented to the undersigned for their approval prior to such actions being taken; and

BE IT RESOLVED FURTHER, that this written consent may be executed in any number of counterparts, each of which shall be deemed an original of the party or parties who executed such counterpart but all of which together shall constitute one and the same instrument, and that in making proof of this written consent it shall not be necessary to produce or account for more than one counterpart evidencing execution by each party hereto.

[THE SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned, being the Stockholders of the Corporation, have executed this written consent, effective as of March 28, 2023.

STOCKHOLDERS:

/s/ Andrew Lapp                                     

Andrew Lapp Ownership: 31,250,000

/s/ Gerald Mounger                               

Gerald Mounger Ownership: 12,500,000

/s/ James Stevens                                     

James Stevens Ownership:

/s/ Galen Reich                                        

Galen Reich

Ownership: 7,500,000

Agile Vehicle Technologies Limited

/s/ Stuart Sowray                                  

Stuart Sowray Ownership: 57,500,000

Signature Page to the Stockholders' Action by Written Consent to Amend and Restate the Articles of the Incorporation, 2023 Reverse Stock Split, and Amendment to Series A Preferred Stock

EXHIBIT A

AMENDED AND RESTATED ARTICLES OF INCORPORATION

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

PLANET RESOURCE RECOVERY, INC.,

a Nevada corporation

ARTICLE I

The name of the Corporation is Recreatives Industries, Inc.

ARTICLE II

The Corporation may engage in any lawful activity.

ARTICLE III

Classes of Stock. The total number of shares that the Corporation is authorized to issue is 1,460,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”); and 100,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). 100,000 shares of the Corporation's Preferred Stock is designated as "Series A Preferred Stock."

2.             Preferred Stock. The Board of Directors is hereby expressly authorized to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional, or other special rights, if any, and any qualifications, limitations, or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional, and other special rights of each series of Preferred Stock, and the qualifications, limitations, or restrictions thereof, if any, may differ from those of all other series at any time outstanding.

i.                   Conversion. Any holder of the Series A Stock shall be entitled to convert each share of Series A Stock into 3,000 shares of the Corporation's Common Stock.

ii.                 Liquidation and Dividends. The Series A Stock, notwithstanding the prior preferences, if any, granted to any other class or series of stock before or after the issue date will entitle the holder of record to dividends as approved by the Board of Directors.

iii.       Voting Rights. The holders of the Series A Stock issued and outstanding, except as otherwise provided by law shall have and possess the right to notice of stockholders' meetings and the right to vote on the election of directors or any other matter together with holders of all other classes of voting stock of the Corporation based on three thousand (3,000) votes for each share of Series A Stock owned.

iv.               Exclusion of Other Rights. Except otherwise required by law, the shares of Series A Stock shall not have any preferences or relative, participating, optional or other special rights, other than those specifically set forth in these Amended Articles of the Corporation. The shares of Series A Stock shall have no preemptive or subscription rights.

v.                 Protective Provisions. So long as any of the Series A Stock shall be outstanding, the Corporation shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least two-thirds of the total number of shares of Series A Stock outstanding: