1-A: Filer Information

Submission Contact Information

1-A: Item 1. Issuer Information

Issuer Infomation

Contact Infomation

Address of Principal Executive Offices

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".

Balance Sheet Information

Statement of Comprehensive Income Information

Outstanding Securities

Common Equity

Preferred Equity

Debt Securities

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

Check this box to certify that all of the following statements are true for the issuer(s)

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• Organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the District of Columbia.
• Principal place of business is in the United States or Canada.
• Not subject to section 13 or 15(d) of the Securities Exchange Act of 1934.
• Not a development stage company that either (a) has no specific business plan or purpose, or (b) has indicated that its business plan is to merge with an unidentified company or companies.
• Not an investment company registered or required to be registered under the Investment Company Act of 1940.
• Not issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral rights.
• Not issuing asset-backed securities as defined in Item 1101 (c) of Regulation AB.
• Not, and has not been, subject to any order of the Commission entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C. 78l(j)) within five years before the filing of this offering statement.
• Has filed with the Commission all the reports it was required to file, if any, pursuant to Rule 257 during the two years immediately before the filing of the offering statement (or for such shorter period that the issuer was required to file such reports).

1-A: Item 3. Application of Rule 262

Application Rule 262

Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.

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Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.

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1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.

Anticipated fees in connection with this offering and names of service providers

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

None ☐

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

Unregistered Securities Act

Table of Contents

This Offering Circular Amendment No. 2, amends the Offering Circular of Planet Resources Recovery, Inc., as filed on September 23, 2022, as may be amended and supplemented from time to time (the “Offering Circular”), to add, updated and/or replace information contained in the Offering Circular. This Amendment No. 2 includes the financial statements of Planet Resources Recovery, Inc. for the quarter ended September 30, 2022, and the years ended December 31, 2021 and December 31, 2022.

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission (the “Commission”). Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the 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.

PRELIMINARY OFFERING CIRCULAR DATED DECEMBER 9, 2022

SUBJECT TO COMPLETION

AMENDMENT NO. 2 TO

PLANET RESOURCE RECOVERY, INC.

6321 Porter Road, Suite 7

Sarasota, FL 34240

800-255-2511

Planned Date of Offering: December 9, 2022

MAXIMUM OFFERING AMOUNT: $5,000,000

Common Stock

Planet Resource Recovery, Inc., a Nevada corporation (the “Company”), is offering a maximum of 1,000,000,000 (One Billion) shares (the “Maximum Offering”) of our common stock, par value $0.001 (the “Common Stock”) at an offering price of Five One-Thousandths of a Dollar $0.005 per share (the “Shares”) on a “best efforts” basis (the “Offering”). This Offering will terminate on the earlier of (i) December 9, 2023, subject to extension for up to one hundred-eighty (180) days in the sole discretion of the Company; or (ii) the date on which the Maximum Offering is sold (in either case, the “Termination Date”). There is an escrow established for this Offering by Don Keer, attorney at law. We will hold closings upon the receipt of investors’ subscriptions and acceptance of such subscriptions by the Company. If, on the initial closing date, we have sold less than the Maximum Offering, then we may hold one or more additional closings for additional sales, until the earlier of: (i) the sale of the Maximum Offering or (ii) the Termination Date. There is no aggregate minimum requirement for the Offering to become effective, therefore, we reserve the right, subject to applicable securities laws, to begin applying “dollar one” of the proceeds from the Offering towards our business strategy, development expenses, offering expenses, and other uses as more specifically set forth in this offering circular (“Offering Circular”). We expect to commence the sale of the Shares as of the date on which the offering statement of which this Offering Circular is a part (the “Offering Statement”) is qualified by the United States Securities and Exchange Commission (the “SEC”).

Investing in our Common Stock involves a high degree of risk. See “Risk Factors” on page 8 for a discussion of certain risks that you should consider in connection with an investment in our Common Stock. Investing in the Shares is speculative and involves substantial risks, including the superior voting rights of our outstanding shares of Series A Convertible Preferred Stock, which have a three thousand (3,000) to one voting preference for each share outstanding.

THE U.S. SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

(1) The Company does not currently intend to use commissioned sales agents or underwriters, commissions are estimated.

(2) Does not reflect payment of expenses of this offering, which are estimated to not exceed $50,000 and which include, among other things, legal fees, reproduction expenses, and actual out-of-pocket expenses incurred by the Company.

Our common stock is quoted in the over-the-counter market under the symbol “PRRY” in the OTC Pink marketplace of OTC Link. On December 9, 2022, the closing price of our common stock was $0.0048 per share.

FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.

THE SECURITIES UNDERLYING THIS OFFERING STATEMENT MAY NOT BE SOLD UNTIL QUALIFIED BY THE SECURITIES AND EXCHANGE COMMISSION. THIS OFFERING CIRCULAR IS NOT AN OFFER TO SELL, NOR SOLICITING AN OFFER TO BUY, ANY SHARES OF OUR COMMON STOCK IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH SALE IS PROHIBITED.

INVESTMENT IN SMALL BUSINESS INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. SEE “RISK FACTORS” FOR A DISCUSSION OF CERTAIN RISKS YOU SHOULD CONSIDER BEFORE PURCHASING ANY SHARES IN THIS OFFERING.

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, WHICH WE REFER TO AS THE COMMISSION. INFORMATION CONTAINED IN THIS AMENDMENT No. 2 TO PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS AMENDMENT No. 2 TO 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 (2) 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.

THE COMPANY IS LARGELY FOLLOWING THE “FORM S-1” FORMAT OF DISCLOSURE UNDER REGULATION A.

The date of this Amendment No. 2 to Offering Circular (hereinafter this “Offering Circular”) is December 9, 2022.

SUMMARY AND RISK FACTORS

SUMMARY

This summary highlights selected information contained elsewhere in this Offering Circular. This summary is not complete and does not contain all the information that you should consider before deciding whether to invest in our Common Stock. You should carefully read the entire Offering Circular, including the risks associated with an investment in the Company discussed in the “Risk Factors” section of this Offering Circular, before making an investment decision. Some of the statements in this Offering Circular are forward-looking statements. See the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this Offering Circular. You must not rely on any unauthorized information or representations. This Offering Circular is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this Offering Circular is current only as of its date.

We are offering to sell, and seeking offers to buy, our securities in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide you with any information other than the information contained in this Offering Circular. The information contained in this Offering Circular is accurate only as of its date, regardless of the time of its delivery or of any sale or delivery of our securities.  Neither the delivery of this Offering Circular nor any sale or delivery of our securities shall, under any circumstances, imply that there has been no change in our affairs since the date of this Offering Circular. This Offering Circular will be updated and made available for delivery to the extent required by the federal securities laws.

Unless otherwise indicated, data contained in this Offering Circular concerning our business are based on information from various public sources. Although we believe that these data are generally reliable, such information is inherently imprecise, and our estimates and expectations based on these data involve a number of assumptions and limitations. As a result, you are cautioned not to give undue weight to such data, estimates or expectations.

In this Offering Circular, unless the context indicates otherwise, references to “we,” “PRRY,” the “Company,” “our,” and “us” refer to the activities of and the assets and liabilities of the business and operations of Planet Resource Recovery, Inc. and its subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Our Business” and elsewhere in this Offering Circular constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate”, “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” or the negatives of these terms or other comparable terminology.

You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this Offering Circular, including in “Risk Factors” and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements. The risk factors contained under the headings “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”

Although the forward-looking statements in this Offering Circular are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as may be required by law, to re-issue this Offering Circular or otherwise make public statements updating our forward-looking statements.

INDUSTRY AND MARKET DATA

Although we are responsible for all disclosure contained in this Offering Circular, in some cases we have relied on certain market and industry data obtained from third-party sources that we believe to be reliable. Market estimates are calculated by using independent industry publications in conjunction with our assumptions regarding the machine vision for the manufacturing industry and market. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in this Offering Circular.

Overview of the Company

Planet Resource Recovery, Inc. (OTC: PRRY) is a publicly traded Nevada based company that has recently acquired the intellectual property and tooling associated with the amphibious MAX ATV (all-terrain vehicle) product line and will begin manufacturing MAX ATVs (originally manufactured by Recreatives Industries Inc. between 1969-2013) in New York state. Our management has many years of experience in manufacturing, engineering, business management, ecommerce, and finance, and the company President, Galen Reich, was General Manager of Recreatives Industries for more than 20 years. We will capitalize on MAX ATVs’ brand legacy of 52 years as well as the proven product design embedded in all the intellectual property developed over decades and now exclusive to PRRY.

Our mission is to offer extraordinary off-road mobility to both consumer and commercial markets by manufacturing off-road vehicles with unique design features that give them exceptional capability to traverse terrain that is impassable to most other types of off-road vehicles.

We will initially focus on building the recreational/light utility MAX ATVs all-terrain vehicle product line from existing designs. We hope this strategy will serve to re-establish the supply chain and help us regain acceptance into the broader global ATV market, which we believe continues to grow at over 1,010,000 units per year.

Once we reinvigorate the existing customer base for MAX ATV parts, accessories, and vehicles, we plan to achieve growth through continued investment in research and development and deployment of upgrades, including electric drivetrains, hybrid and EV vehicles, and larger eight-wheeled vehicles to challenge Argo, our major competitor in the ATV marketplace. While the MAX line of vehicles fulfills a range of recreational and light utility roles, our next generation vehicles and associated accessories will better serve industrial and commercial customers, in addition to law enforcement, border patrol, and military customers who need greater passenger and load-carrying capacity.

Our planned diversification into electric drivetrains will draw upon recent advancements in battery and drive motor technology, which make smaller off-road vehicles possible. We believe and hope that electric drivetrains offer performance exceeding that of the traditional mechanical transmissions that most all-terrain vehicles employ – electric drive motors powering each set of wheels in the vehicle (left and right sides) will allow for true variable speed skid-steering, which permits continuous power flow to all wheels when steering. Variable-speed skid-steering has been the elusive “Holy Grail” drivetrain concept that we believe many smaller companies have attempted but failed to achieve commercial success within this class of vehicle, mainly because past focus has been on heavy and complicated hydrostatic (hydraulic) drive technology rather than what innovative electric drivetrain technology can offer.

As we re-build the MAX ATVs brand, we intend to strategically reinvest profits into the business by purchasing certain vendors to vertically integrate suppliers for critical components. Specifically, the intent is to target suppliers of high value-added machined parts such as transmission gears, input and output shafts, axles, sprockets, etc. to lower build cost and to keep supply of parts in lockstep with sales volume.

We believe that the development plans noted above will broaden market appeal across many segments, beyond what the current MAX ATV all-terrain vehicles offers its customers – and our research and development and diversification plans are intended to expand sales into those new segments.

Additional information on the Company can be found within this Offering Circular.

REGULATION A+

We are offering our Common Stock pursuant to rules adopted by the Securities and Exchange Commission mandated under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. These offering rules are often referred to as “Regulation A+.” We are relying upon “Tier 1” of Regulation A+, which allows us to offer up to $20 million in a 12-month period.

ADDITIONAL INFORMATION ABOUT THE OFFERING

Offering Period and Expiration Date

This Offering will start on December 9, 2022, or immediately prior to the date on which the SEC initially qualifies this Offering Statement (the “Qualification Date”) and will terminate on the Termination Date (the “Offering Period”).

Procedures for Subscribing

If you decide to subscribe for our Common Stock shares in this Offering, you should:

Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. We shall only deliver such subscription agreement upon request after a potential investor has had ample opportunity to review this Offering Circular.

Right to Reject Subscriptions

After we receive your complete, executed subscription agreement and the funds required under the subscription agreement have been transferred to our designated account, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction.

Acceptance of Subscriptions

Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the shares subscribed at closing. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable.

Forum Selection Provision

The subscription agreement includes a forum selection provision that requires that, to the fullest extent permitted by applicable law, subscribers bring any claims against us based on the subscription agreement in a state or federal court of competent jurisdiction in the State of Nevada. The forum selection provision may limit investors’ ability to bring claims in a judicial forum that they believe is favorable to such disputes and may discourage lawsuits with respect to such claims. We have adopted the provision since Nevada has a well-developed framework for contract law and seeks to limit the time and expense incurred by its management to challenge any such claims. As a Company with a small management team, this provision allows our officers to not lose a significant amount of time travelling to any particular forum so we may continue to focus on the operations of the Company. The foregoing notwithstanding, if there is an applicable law that does not permit such forum selection (e.g., the Exchange Act or the Securities Act), then the forum selection provision would not be permissible and, therefore, not applicable. We hereby confirm that the forum selection provision in our subscription agreement does not apply to federal securities law claims.

Where You Can Find More Information

We have filed with the SEC a Regulation A Offering Statement on Form 1-A under the Securities Act of 1993, as amended, with respect to the shares of Common Stock offered hereby. This Offering Circular, which constitutes Amendment No. 2 of the Offering Statement, does not contain all of the information set forth in the Offering Statement or the exhibits and schedules filed therewith. For further information about us and the Common Stock offered hereby, we refer you to the Offering Statement and the exhibits and schedules filed therewith. Statements contained in this Offering Circular regarding the contents of any contract or other document that is filed as an exhibit to the Offering Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Offering Statement. Upon the completion of this Offering, we will be required to file periodic reports, proxy statements, and other information with the SEC pursuant to the Securities Exchange Act of 1934. You may read and copy this information at the SEC’s Public Reference Room, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, including us, that file electronically with the SEC. The address of this site is www.sec.gov.

Incorporation of Information by Reference

The SEC allows us to “incorporate by reference” into this offering circular the information we file with the SEC, which means that we can disclose important information to you by referring you to other documents filed separately with the SEC. The information incorporated by reference is considered part of this offering circular. Any information incorporated by reference will automatically be deemed to be modified or superseded to the extent that information in this offering circular or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information.

We urge you to carefully read this Offering Circular and the documents incorporated by reference herein, before purchasing any shares of Common Stock offered under this Offering Circular. This Offering Circular may add or update information contained in the documents incorporated by reference herein. To the extent that any statement that we make in this Offering Circular is inconsistent with statements made in the documents incorporated by reference herein, you should rely on the information in this Offering Circular and the statements made in this Offering Circular will be deemed to modify or supersede those made in the documents incorporated by reference herein.

You should rely only on the information contained in this Offering Circular or incorporated herein by reference. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this Offering Circular or incorporated herein by reference. You should not rely on any unauthorized information or representation. This Offering Circular is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this Offering Circular is accurate only as of the date on the front of the applicable document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this Offering Circular, or any sale of a security.

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this Offering Circular were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

We will provide, without charge and upon oral or written request, to each person, including any beneficial owner, to whom a copy of this Offering Circular have been delivered, a copy of any of the documents incorporated by reference into this Offering Circular but not delivered with them. You may obtain a copy of these filings, at no cost, by writing or calling us at Planet Resource Recovery, Inc., 6321 Porter Road, Suite 7, Sarasota, FL 34240, 800-255-2511. Exhibits to these filings will not be provided unless those exhibits have been specifically incorporated by reference in this Offering Circular.

RISK FACTORS

An investment in our Common Stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this Offering Circular, before making an investment decision. If any of the following risks actually occurs, our business, financial condition, or results of operations could suffer. In that case, the trading price of our shares of Common Stock could decline and you may lose all or part of your investment. See “Cautionary Statement Regarding Forward-Looking Statements” above for a discussion of forward-looking statements and the significance of such statements in the context of this Offering Circular.

Risks Related to Our Business

Our ability to continue as a going concern is in substantial doubt absent obtaining adequate new debt or equity financings.

Our continued existence is dependent upon us obtaining adequate working capital to fund all of our planned operations. Working capital limitations continue to impinge on our day-to-day operations, thus contributing to continued operating losses. Thus, if we are unable to raise funds to fund the assembling and commercialization of the MAX ATVs intellectual property we acquired, we may not be able to continue as a going concern and you will lose your investment. We have incurred accumulated operating losses since inception and have working capital deficits at the end of 2021, 2020, 2019 and 2018. If we can raise the necessary funds to execute our business plan or if we earn any revenues from our business operations, some of these funds will have to be used to pay off the outstanding accounts payable and debt of the Company.

There are no audited financial statements attached to this Offering Circular.

We have yet to prepare audited financial statements in accordance with generally accepted accounting principles and SEC approved accounting rules. Consequently, investors will not have the benefit of fully assessing the risks, performance and growth that audited financial data provides. Investors will have to rely on the fairness and accuracy of the financial information as provided by our management, without having access to the objective and independent opinion of an auditor. Material misstatements in the financial information provided by us may not be detected by potential investors. The financial statements provided have not been independently examined or evaluated, and there has been no expression of an opinion as to the fairness and accuracy of the financial information provided by us. Our financial systems, transactions and financial records have not been independently examined or evaluated to determine if they comply with applicable statutes and regulations, or if they portray accurately and completely the present financial performance and position of the Company.

We need additional capital to fund our growing operations, and we may not be able to obtain sufficient capital and may be forced to limit the scope of our operations or cease operations altogether.

We need additional capital to fund our operations and we may not be able to obtain such capital, which would cause us to limit or cease our operations entirely. The conditions of the global credit markets may adversely affect our ability to raise capital in the future. If adequate additional financing is not available on reasonable terms or at all, we may not be able to execute our business plans and may have to modify them accordingly or even suspend them.

Even if we do find a source of additional capital, we may not be able to negotiate favorable terms and conditions for receiving the additional capital. Any future capital investments will dilute or otherwise materially and adversely affect the holdings or rights of our existing shareholders. In addition, new equity or debt securities issued by us to obtain financing could have rights, preferences and privileges senior to our Common Stock. We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us.

Loss of key personnel critical for management decisions would have an adverse impact on our business.

Our success depends upon the continued contributions of our executive officers and/or key employees, particularly with respect to providing the critical management decisions and contacts necessary to manage acquisitions, product development, marketing, and growth within our industry. Competition for qualified personnel can be intense and there are a limited number of people with the requisite knowledge and experience. Under these conditions, we could be unable to attract and retain these personnel. The loss of the services of any of our executive officers or other key employees for any reason could have a material adverse effect on our business, operating results, financial condition, and cash flows.

We expect competition for our products and services.

Some of our competitors and potential competitors are well established and have greater financial, research and development, technical, manufacturing and marketing resources than we have today. If our main competitor decides to focus on releasing an economical entry-level Amphibious ATV at our targeted price point, they could have the manufacturing, marketing and sales capabilities to complete research, development and commercialization of these products more quickly and effectively than we can. As of today, there can also be no assurance that current and future competitors will not develop new and enhanced or more cost-effective vehicles.

International regulation may adversely affect our planned product sales.

As a part of our marketing strategy, we plan to manufacture and sell MAX ATVs’ historical Amphibious ATV vehicle line-up. In addition to regulation by the U.S. government, our vehicles will be subject to environmental and safety regulations in each country in which we market and sell. We anticipate that regulations will vary from country to country and will vary from those of the United States. The difference in regulations and the laws of foreign countries may be significant, and to comply with the laws of these foreign countries, our suppliers may have to implement manufacturing changes or alter product design, or we may need to modify our marketing efforts. Any changes in our business practices or products will require response to the laws of foreign countries and may result in additional expense to us and either reduce or delay product sales.

Unpredictable events, such as the covid-19 outbreak, and associated business disruptions could seriously harm our future revenues and financial condition, delay our operations, increase our costs and expenses, and affect our ability to raise capital.

Unpredictable events, such as extreme weather conditions, acts of God and medical epidemics such as the COVID-19 outbreak, and other natural or manmade disasters or business interruptions may cause damage or disruption to our operations, international commerce and the global economy, and thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics and other events beyond our control. In December 2019, a novel strain of coronavirus, COVID-19, was reported in Wuhan, China. The extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on our customers and our sales cycles, impact on our customer, employee or industry events, and effect on our vendors, all of which are uncertain and cannot be predicted.

At this point, the extent to which COVID-19 may have impacted our financial condition or results of operations is uncertain. Additionally, COVID-19 has caused significant disruptions to the global financial markets, which could further impact our ability to raise additional capital. There is also a risk that other countries or regions may be less effective at containing COVID-19 or other epidemic outbreaks, or it may be more difficult to contain if such outbreak reaches a larger population or broader geography, in which case the risks described herein could be elevated significantly.

Risks Related to Our Common Stock

The offering price of the shares was arbitrarily determined, and therefore should not be used as an indicator of the future market price of the shares. Therefore, the offering price bears no relationship to our actual value and may make our shares difficult to sell.

Since our Shares are thinly traded, the offering price of $0.005 per share for the Shares of Common Stock was arbitrarily selected. The offering price bears no relationship to the book value, assets or earnings, or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the Shares.

Our stock price may be volatile, and you may not be able to sell your shares for more than what you paid or at all.

Our stock price may be subject to significant volatility, and you may not be able to sell shares of Common Stock at or above the price you paid for them or at all. The trading price of our Common Stock may be subject to fluctuations in response to various factors.

We may be subject to the “penny stock” rules which will adversely affect the liquidity of our common stock.

The Securities and Exchange Commission (the “SEC"), has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our Common Stock may be less than $5.00 per share and therefore we will be considered a “penny stock” according to SEC rules. This designation requires any broker-dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker-dealers to solicit purchases of our Common Stock and therefore reduce the liquidity of the public market for our shares should one develop.

Our securities currently trade on the OTC Markets®, which may not provide as much liquidity for our investors as more recognized senior exchanges such as the NASDAQ Stock Market or other national or regional exchanges.

Our Common Stock currently trades on the OTC Markets® under the symbol PRRY. The OTC Markets are inter-dealer, over-the-counter markets that provide significantly less liquidity than the NASDAQ Stock Market or other national or regional exchanges. Securities traded on the OTC Markets are usually thinly traded, highly volatile, have fewer market makers and are not followed by analysts. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Markets. Quotes for stocks included on the OTC Markets are not listed in newspapers. Therefore, prices for securities traded solely on the OTC Markets may be difficult to obtain and holders of our securities may be unable to resell their securities at or near their original acquisition price, or at any price.

We may not satisfy NASDAQ’S initial quotation standards and, even if we do, we may be removed from quotation in the future.

We hope to eventually apply to quote our Common Stock on NASDAQ. Our Common Stock will not commence trading on NASDAQ until a number of conditions are met, including that we have raised the minimum amount of offering proceeds necessary for us to meet the initial quotation requirements of NASDAQ. There is no guarantee that we will be able to meet all such requirements.

In the event we are able to quote our Common Stock on NASDAQ, we will be required to meet certain financial, public float, bid price and liquidity standards on an ongoing basis in order to continue the quotation of our Common Stock. If we fail to meet these continued listing requirements, our Common Stock may be subject to removal from quotation. If our Common Stock were to no longer be quoted on NASDAQ and we could not list or quote our Common Stock on another national securities exchange, we expect our securities would be quoted on an over-the-counter market. If this were to occur, our stockholders could face significant material adverse consequences, including limited availability of market quotations for our Common Stock and reduced liquidity for the trading of our securities. In addition, we could experience a decreased ability to issue additional securities and obtain additional financing in the future.

Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and sell our Common Stock, which could depress the price of our Common Stock.

FINRA has adopted rules that require a broker-dealer to have reasonable grounds for believing that the investment is suitable for that customer before recommending an investment to a customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. Thus, the FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may limit your ability to buy and sell our shares of Common Stock, have an adverse effect on the market for our shares of Common Stock, and thereby depress our price per share of Common Stock.

Because directors and officers currently and for the foreseeable future will continue to control PRRY, it is not likely that you will be able to elect directors or have any say in the policies of PRRY.

Our shareholders are not entitled to cumulative voting rights. Consequently, the election of directors and all other matters requiring shareholder approval will be decided by majority vote. The directors and officers of PRRY beneficially own approximately 75% of our current outstanding Common Stock with the CEO holding the voting control Series A Preferred Shares. Due to such significant ownership position held by our insiders, new investors may not be able to effect a change in our business or management, and therefore, shareholders would have no recourse as a result of decisions made by management. Mr. Andrew Lapp, our Chief Executive Officer and Chairman of the Board, holds 51% of the Series A Preferred Shares which are the voting control block.

In addition, sales of significant amounts of shares held by our officers and directors, or the prospect of these sales, could adversely affect the market price of our Common Stock. Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our shareholders from realizing a premium over our stock price.

Our Common Stock may be further diluted by the conversion rights of issued and outstanding shares of preferred stock and the voting rights of the preferred classes of stock couple with their conversion rights could enable market manipulation and death spiral financing if used inappropriately.

Our most recent designations filed with the Nevada Secretary of State for the issued and outstanding Series A Convertible Preferred Stock allow for redemption of 3,000 shares of Common Stock. The redemption rights allow for the proportional increase in the number of redeemable Common Stock in the event of a forward split. However, in the event of a reverse split of our Common Stock, the conversion rights prohibit the reduction in the amount of redeemable Common Stock upon conversion of Series A Convertible Preferred Stock.

Furthermore, voting rights of the holders of Series A Convertible Preferred Stock are guaranteed as a group, fifty-one percent (51%) of any matter voted on by shareholders, including matters such as forward and reverse splits of Common Stock. Coupled with the conversion rights of the Series A Convertible Preferred Stock, a bad actor could abuse the voting privileges and enact a series A forward split to increase his or her number of Common Stock redeemable upon conversion, and then enact a series of reverse splits to increase the price per share of Common Stock before conversion and sale on the open market.

In addition, there are 1,000 shares of Series B Preferred Stock that are authorized even though there are no Series B Preferred Stock outstanding. Series B Convertible Preferred Stock preclude current and future owners of our common stock, including the Offered Shares, from influencing any corporate decision because the Series B Convertible Preferred Stock has the ability to always vote 51% of the total vote so long as it is outstanding, and in order to change the rights of the Preferred Stockholders or to amend the Articles and Bylaws, it requires a vote of 66 and 2/3% of the Series B Preferred Stockholders. Should there ever be any Series B Convertible Preferred Stock issued then it would dilute investors.

Since we intend to retain any earnings for the development of our business for the foreseeable future, you will likely not receive any dividends for the foreseeable future.

We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our Common Stock in the foreseeable future.

A significant number of our shares will be eligible for sale and their sale or potential sale may depress the market price of our Common Stock.

Sales of a significant number of shares of our Common Stock in the public market could harm the market price of our Common Stock. This Offering Circular relates to the sale of up to 1,000,000,000 shares of our Common Stock, which represents approximately 3.14 times our current issued and outstanding shares of our Common Stock. As additional shares of our Common Stock become available for resale in the public market pursuant to this Offering, and otherwise, the supply of our Common Stock will increase, which could decrease its price.

The lack of public company experience of our management team could adversely impact our ability to comply with the reporting requirements of U.S. securities laws.

Our management team lacks public company experience, which could impair our ability to comply with legal and regulatory requirements. Our senior management has never had the responsibility of managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including establishing and maintaining internal controls over financial reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Exchange Act, which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment. 

An investment in our common stock is extremely speculative and there can be no assurance of any return on any such investment.

Our Common Stock is currently quoted on the OTC Pink Tier maintained by OTC Markets Group, Inc. under the symbol “PRRY”; however, an investment in our Common Stock is extremely speculative and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in us, including the risk of losing their entire investment. The market price of our Common Stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market and other factors, many of which we have little or no control over. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our Common Stock, regardless of our actual or projected performance.

As an “emerging growth company” under the jobs act, we are permitted to rely on exemptions from certain disclosure requirements.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

In addition, Section 102 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our consolidated financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

Until such time, however, we cannot predict if investors will find our Common Stock less attractive because we may rely on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and the price of our securities may be more volatile.

DILUTION

If you purchase shares in this offering, your ownership interest in our Common Stock will be diluted immediately, to the extent of the difference between the price to the public charged for each share in this Offering and the net tangible book value per share of our Common Stock after this Offering.

Our historical net book value (deficit) as of September 30, 2022 is ($0.00039) or ($0.00039) per then-outstanding share of our Common Stock. Historical net tangible book value per share equals the amount of our total tangible assets, less total liabilities, divided by the total number of shares of our Common Stock outstanding, all as of the date specified.

The following table illustrates the per share dilution to new investors discussed above, assuming the sale of, respectively, 25%, 50%, 75% and 100% of the shares offered for sale in this offering (after deducting estimated offering expenses of $540,000 for each investment level):

PLAN OF DISTRIBUTION

The shares are being offered by us on a “best-efforts” basis by our officers, directors, and employees, with the assistance of independent consultants, and possibly through registered broker-dealers who are members of the Financial Industry Regulatory Authority (“FINRA”) and finders. As of the date of this Offering Circular, unless otherwise permitted by applicable law, we do not intend to accept subscriptions from investors in this Offering who reside in certain states, unless and until we have complied with each such states’ registration and/or qualification requirements or we have engaged a FINRA-member broker-dealer to consummate and process sales to investors in such states. We reserve the right to temporarily suspend and/or modify this Offering and Offering Circular in the future, during the Offering Period, in order to take such actions necessary to enable us to accept subscriptions in this Offering from investors residing in such states identified above.

There is no aggregate minimum to be raised in order for the Offering to become effective and therefore the Offering will be conducted on a “rolling basis.” This means we will be entitled to begin applying “dollar one” of the proceeds from the Offering towards our business strategy, offering expenses, reimbursements, and other uses as more specifically set forth in the “Use of Proceeds” contained elsewhere in this Offering Circular.

We may pay selling commissions to participating broker-dealers who are members of FINRA for shares sold by them, equal to a percentage of the purchase price of the Common Stock shares. We may pay finder’s fees to persons who refer investors to us. We may also pay consulting fees to consultants who assist us with the Offering, based on invoices submitted by them for advisory services rendered. Consulting compensation, finder’s fees and brokerage commissions may be paid in cash, Common Stock, or warrants to purchase our Common Stock. We may also issue shares and grant stock options or warrants to purchase our Common Stock to broker-dealers for sales of shares attributable to them, and to finders and consultants, and reimburse them for due diligence and marketing costs on an accountable or non-accountable basis. We have not entered into selling agreements with any broker-dealers to date, though we may engage a FINRA registered broker-dealer firm for offering administrative services. Participating broker-dealers, if any, and others may be indemnified by us with respect to this offering and the disclosures made in this Offering Circular.

Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

Our Offering will expire on the first to occur of (a) the sale of all 1,000,000,000 shares of Common Stock offered hereby, (b) one (1) year from the date that this Offering Circular is declared effective, subject to extension for up to one hundred-eighty (180) days in our sole discretion, or (c) when our board of directors elects to terminate the Offering.

USE OF PROCEEDS TO ISSUER

If the Offering is fully subscribed for 1,000,000,000 shares of Common Stock, we expect that the net proceeds from the sale of shares of Common Stock will be approximately Three Million, Nine Hundred Sixty-Five Thousand Dollars ($3,965,000), based on the subscription price of $0.005 per share and after all estimated expenses of this Offering and the sale of stock in the Offering. We estimate that the aggregate expenses of this Offering will be approximately $540,000.

We intend to use the net proceeds from this Offering (i) for general corporate purposes, including, without limitation, for working capital purposes, hiring of technical and administrative personnel and enhancing marketing, making payments of accounts payable and pre-payments within our supply chain; (ii) to finance capital expenditures, including without limitation the expansion of premises, acquisition of additional rental equipment and transportation; (iii) the payment of indebtedness; (iv) to identify and acquire additional targets; and (v) to otherwise improve our financial position to pursue an up-listing to OTCQB.

The expected use of net proceeds from this Offering represents our intentions based on our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. As of the date of this Offering Circular, we cannot specify with certainty all of the particular uses for the net proceeds we will have upon completion of this Offering or the order of priority in which we may use such proceeds. Circumstances that may cause us to alter our anticipated uses and allocations of proceeds from this Offering include (i) the size of the Offering and, (ii) our cash flow from operations during fiscal year 2022 - 2023. Accordingly, we will retain broad discretion over the use of these proceeds, and we reserve the right to change the above use of proceeds if management believes it is in our best interest.

DETERMINATION OF OFFERING PRICE

We are offering shares to be sold at a fixed price of $0.005 for the duration of this Offering. The offering price of the shares of our Common Stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition, or any other established criteria of value. We have arbitrarily determined it.

THE BUSINESS

The Company Overview

Planet Resource Recovery, Inc. (the “Company”) is a public Nevada corporation with its physical headquarters located in Sarasota, Florida. Currently, our outstanding common stock is freely trading on the OTC Pink Markets under the ticker symbol “PRRY”. We have recently acquired the intellectual property and tooling associated with the amphibious MAX All-Terrain Vehicle (www.maxatvs.com) product line (“MAX”) and plan to begin manufacturing MAX, which was originally manufactured by Recreatives Industries Inc. between 1969-2013. Our plans involve opening a new manufacturing facility for the MAX in New York state.

We are currently headed by our President, Galen Reich and Chief Executive Officer, Andrew Lapp. Our management team has decades of experience in manufacturing, engineering, business management, ecommerce, and finance, including our President’s tenure as General Manager of Recreatives Industries for more than 20 years. We intend to build upon and capitalize MAX’s existing brand legacy of 52 years, as well as bringing product designs to the market embedded in the intellectual property developed over decades which we now have exclusive rights to.

Our mission is to offer off-road mobility to both consumer and commercial markets by manufacturing off-road vehicles with unique design features that give them added capabilities to traverse terrain that may be impassable to other types of off-road vehicles.

We will initially focus on building the recreational/light utility MAX all-terrain vehicle product line from existing designs. We believe this will serve to re-establish the supply chain and regain brand acceptance into the broader global ATV market which we believe will grow at over 1,010,000 units per year.

Once we reinvigorate the existing customer base for MAX ATV parts, accessories, and vehicles by capitalizing on the MAX intellectual property and drawings which permit re-entry opportunity into the marketplace, we intend to drive rapid growth through persistent investment in R&D and implementation of revolutionary upgrades to include electric drivetrains, hybrid and hopefully EV vehicles, and larger eight-wheeled vehicles to challenge Argo (our major competitor). While the MAX line of vehicles fulfills a range of recreational and light utility roles, our next generation vehicles and associated accessories will better serve industrial and commercial customers, in addition to potential law enforcement, border patrol, and military customers who sometimes need greater passenger and load-carrying capacity.

Our planned diversification into electric drivetrains will draw upon recent exponential advancements in battery and drive motor technology which make smaller off-road vehicles possible. The focus on implementing electric drivetrains is critical to us because of what they potentially offer in performance exceeding that of the traditional mechanical transmissions that we believe most all-terrain vehicles employ. With electric drive trains, electric motors power each set of wheels in the vehicle (left and right sides) and could allow for true variable speed skid-steering which permits continuous power flow to all wheels when steering. Variable-speed skid-steering has been the elusive “Holy Grail” drivetrain concept that we believe many smaller companies have attempted but failed to achieve commercial success within this class of vehicle, mainly because past focus has been on heavy and complicated hydrostatic (hydraulic) drive technology rather than what innovative electric drivetrain technology can offer.

As we re-build the MAX brand, we intend to strategically reinvest profits into the business by purchasing certain vendors to vertically integrate suppliers for critical components. Specifically, the intent is to target suppliers of high value-added machined parts such as transmission gears, input and output shafts, axles, sprockets, etc. to lower build cost and to keep supply of parts in lockstep with sales volume.

Collectively, the development goals noted above will potentially broaden market appeal across many segments outside of what the proven MAX all-terrain vehicles alone offer customers – and our R&D and diversification plans are intended to expand sales far beyond what MAX has achieved in the past. Our belief is that MAX has untapped market potential and our established MAX design can bring a highly desirable product back into the market. 

Mission Statement

We offer extraordinary off-road mobility to both consumer and commercial markets by manufacturing off-road vehicles with unique design features that give them exceptional capability to traverse terrain that is impassable to most other types of off-road vehicles.

Business Objectives

The primary objectives of our organization are to:

MAX Acquisition

On November 26, 2021, we acquired the MAX all-terrain vehicle brand and assets, including all intellectual property in the form of CAD drawings for a pre-existing line of successful vehicles and accessories, the history of suppliers and customers, the historic toll-free telephone number and web address, and physical assets including all major tooling to manufacture the vehicles in the form of all thermoforming molds and body cutout fixtures to produce the bodies for the vehicles.

PRRY Future Acquisitions

As we rebuild the MAX brand and grow in sales revenue, we intend to strategically reinvest profits into the business by purchasing certain vendors to vertically integrate suppliers for critical components under our umbrella. Specifically, the intent is to target suppliers of high value-added machined parts such as transmission gears, input and output shafts, axles, sprockets, etc. Metal fabrication companies will also be eyed for complex, high value-added weldments such as the various chassis for the different vehicle models. Many of the legacy suppliers for these types of components are smaller companies that produce high-quality parts, and by vertically integrating them not only will the MAX bill of material cost come down, but we will better control a reliable supply of high-value, complex vehicle parts delivered in lockstep with demand for MAX vehicles, helping to maximize sales. The existing customer base of the acquired suppliers will continue to be served and nurtured so the acquisitions can operate as additional revenue streams and profit centers for us.

Industry Overview and Market Analysis

ORVs (off-road vehicles) are vehicles with either tires or tracks designed for off-road use to traverse a wide variety of terrain including trails, swamps, mud, snow, and in the case of amphibious vehicles, water obstacles such as ponds and rivers. The vehicles range from single passenger to multi passenger and offer recreational uses such as hunting, fishing, and trail riding, and for utility roles on farms, ranches, and construction sites.

The ORV industry is mostly comprised of 4-wheeled all-terrain vehicles (ATVs) and “Side-by-Side” vehicles (abbreviated “SxS” or sometimes “UTV” for Utility Terrain Vehicle) where passengers sit side-by-side, but the original ATV concept dates back to the 1960's with amphibious six and eight-wheel drive all-terrain vehicles (retrospectively designated AATV for Amphibious All-Terrain Vehicle) which is the class of vehicle PRRY will build based on the proven MAX design.

The key features that make amphibious ATVs such as MAX unique and highly mobile are:

While there were more than forty distinct brands of amphibious six and eight-wheeled ATVs developed in the early 1970’s, after a major market shakeout during the same decade the two main survivors in the amphibious ATV field that have had significant commercial success are U.S.-based MAX, and Canadian-based Argo, with both brands independently developed in the late 1960’s.

Estimated North America and worldwide off-road vehicle (ORV) industry retail sales for 2021 are as follows:

Worldwide ORV sales for 2021 are estimated at 1,010,000 units, and significantly, approximately 82% of worldwide sales take place in North America where PRRY will build MAX ATVs.

With MAX and Argo combined selling less than 5,000 units per year historically, placing the amphibious ATV industry in niche status at 0.005% market share, there is much untapped potential to penetrate the broader ORV market and have the ATV class of vehicle grow rapidly.

There has traditionally been a devout customer base in the amphibious ATV market built on the foundation of the exceptional capabilities of this class of vehicle, and past data suggests a high customer purchase rate when they test drive a MAX vehicle. For this reason, PRRY plans to greatly increase brand awareness and encourage test drives through heavy investment in marketing and promotional activities.

Looking at the broader ORV industry, which is made-up overwhelmingly of ATVs (four wheelers) and Side-by-Sides, our target bill of materials (BOM) cost will allow our base two-passenger MAX II model to have a competitive retail price of $11,695, which would position the MAX II as both a step-up transitional vehicle from similarly-priced 4-wheel ATVs as well as a competitive counter to high-value Side-by-Sides on the market such as the Chinese-made CF Moto UTVs which are widely praised in the industry as offering competitive vehicles in the $10,000 - $14,000 range.

A value-positioned MAX II model could chip away at vehicles priced and positioned both above and below itself in the industry. In a general sense, amphibious 6x6 and 8x8 vehicles compete indirectly with all types of ORVs.

The latest 2021 industry pricing data highlights the upward trend in ORV pricing:

Then looking within the amphibious ATV (AATV) market, the logic in initially focusing on the smaller and less-expensive MAX II model is multifaceted:

Competitive advantage and ongoing competitive protection

The obvious direct competitor who will take notice of the resurgence of MAX ATVs is Argo, and as previously mentioned, the least expensive Argo for 2023 is the 6x6 Argo Frontier 650 with an MSRP of $12,499. The already competitive base MAX II (projected) retail price of $11,695 allows room for discounting and rebating while still achieving an acceptable gross margin, should we decide to match limited promotional offers put into the market by Argo.

Moreover, we will also have a major advantage with our approach: Argo has a dealer network to support and to protect, and they cannot easily match our factory-direct prices and still leave attractive profit for dealers and themselves, nor can they easily start selling factory-direct since their entire distribution structure is built upon contractual commitments with dealers all over the world.

Beyond price and method of distribution, all MAX models truly perform and maneuver in a very spirited way, owing to their relatively light weight, short wheelbases, low CG (center of gravity), and being “right-sized” for the renowned T-20 skid-steer transmission. With confidence, we can encourage customers to test drive any MAX as well as any Argo model, and if they do not need the room of an 8x8, they will be likely be impressed with how much better a MAX 6x6 ATV performs.

Taking the above into account, we do not however intend to engage any competitor in a “race to the bottom” trying to win a low-price war and risk the potential dilution of brand equity that such a tactic can lead to. Rather, we fully intend to focus on a better performing, higher quality vehicle with a superior value proposition in our Company’s commitment to perpetually maintain healthy profit margins.

Beyond our direct competitor Argo, stressing both product differentiation and the remarkable benefits of MAX ATVs will be the kingpins of our marketing strategy to consistently draw buyers away from ATVs and side-by-side vehicles produced by Polaris, Can-Am, Honda, John Deere, Kubota, Textron (Arctic Cat), Yamaha, Kawasaki, and CF Moto.

Key points of differentiation we will stress over mainstream ATVs and side-by-side competitors include:

Taking the genuine benefits of MAX ATVs yet another giant leap forward beyond traditional ATVs and side-by-side vehicles, our next generation vehicles will be in development under our R&D initiatives for 8x8 vehicles and electric drivetrains, with the electric drivetrain in particular offering truly revolutionary potential in the skid-steer class of off-road vehicles to which MAX belongs.

Electric drivetrain deployment in MAX vehicles will draw upon recent exponential advancements in battery and drive motor technology which make fitment in smaller vehicles possible. Electric drivetrains will offer performance exceeding that of the traditional mechanical transmissions that most all-terrain vehicles employ – electric drive motors powering each set of wheels in the vehicle (left and right sides) will allow for true variable speed skid-steering which permits continuous power flow to all wheels – a critically important capability in challenging off-road terrain.

Variable-speed skid steering in the class of vehicles to which MAX belongs (skid-steer amphibious vehicles) has been the elusive “Holy Grail” drivetrain concept that many smaller companies have tried but failed to have commercial success with – mainly because past focus has been on heavy and complicated hydrostatic (hydraulic) drive technology rather than what innovative electric drivetrain technology can offer.

The development plans noted above will broaden market appeal across many segments outside of what the proven MAX all-terrain vehicles alone offer customers. Proprietary technology developed by PRRY will be protected through trade secrets, trademarks for named drivetrain technology, and patents where applicable.

Production

With the recent acquisition of the MAX brand, the Company will relaunch one of the most popular MAX models that has been in production since 1970 – the two-passenger MAX II model. The other two existing MAX designs are the larger four-passenger MAX IV and the utility-oriented Buffalo Truck with dump bed.

Focusing initially on the lower-cost, simpler-to-build MAX II model will serve to rebuild the supply chain and regain acceptance more rapidly in the market with a lower-priced vehicle, then the Company will ramp-up stocking of the MAX IV and Buffalo Truck components to capitalize on the established company infrastructure to build the larger more complex vehicles, courtesy of the MAX II “paving the way”.

The Company will initially emulate the production model that served predecessor Recreatives Industries extremely well over 40 years of MAX production – namely, outsourcing the production of all components that go into the MAX vehicles and assemble complete vehicles on an efficient assembly line with relatively inexpensive semi-skilled labor.

Bill of Materials (BOM) and drawing review: A key to getting MAX II production and sales ramped-up quickly is avoiding intensive changes to the legacy design. The MAX II was generally a robust design that, with basic maintenance, held up well in off-road use and had lively performance and maneuverability. Initially we might only change a few simple parts in the BOM and change a few accessories:

The BOM, while largely complete, has some inaccuracies related to changes made in the Mudd-Ox era (owner of the MAX brand from 2013 to 2016) and perhaps a few inconsistencies leftover from the original Recreatives era. These will need to be identified and corrected, and in some cases substitute parts will need to be located or designed.

Additionally, the array of legacy MAX technical drawings will need to be sorted through to identify the latest revision of each part, along with updates made to drawings to improve certain parts and to create more standardization across different vehicle models to simplify production and lower cost.

After the above issues are resolved – the simplest and lowest-risk approach will be to contact all the legacy Recreatives Industries vendors/suppliers who made parts for the MAX, and address the following:

Once the supply infrastructure, assembly line, and sales channels have all been reactivated and developed for the MAX ATV product line, we have far-reaching plans to diversify our product portfolio by investing heavily in focused R&D to bring pragmatic new vehicles and accessories to market in a compressed timeframe.

The R&D plans include emulating electric vehicle (“EV”) companies which revolutionized the automobile industry with EV technology - whereby we will develop electric drivetrains to include both hybrid models and pure electric models drawing upon recent exponential advancements in battery and drive motor technology, which make wheel fitment in our smaller vehicles possible. In addition, the electric drivetrains we intend to develop will offer performance exceeding that of the traditional mechanical transmissions that most all-terrain vehicles employ – electric drive motors powering each set of wheels in the vehicle (left and right sides) will allow for true variable speed steering which permits continuous power flow to all wheels – a critically important capability in challenging off-road terrain with loaded vehicles.

Further to electric drivetrain development, we have formed a strategic partnership with U.K.-based Agile Vehicle Technologies Limited (AVT), a professional design firm which has both designed and built running prototypes of battery-powered electric-drive all-terrain vehicles under both private investment funding and grants from the British government. AVT’s early prototypes are reported to be performing at around 90% of the capability of vehicles built by German automotive and arms manufacturer Rheinmetall AG during competitive trials setup by the British MOD (Ministry of Defence).

It is worthy to note that our President, Galen Reich, was employed with Agile Vehicle Technologies Limited (AVT) as President of their U.S. division from 2015 until 2021 and was involved with the development of AVT mechanical drivetrain vehicles.

The planned diversification of our product line draws inspiration from off-road vehicle (ORV) market leader Polaris Inc. (NYSE: PII) whose aggressive growth model over the last few decades has resulted in a diverse product line encompassing various types of all-terrain vehicles, pure utility vehicles that are both combustion-engine powered and electric powered, snowmobiles, motorcycles, and boats. Polaris continues to be the side-by-side vehicle world market leader, covering at least 40 percent of the global side-by-side market since 2011 by offering a variety of models in this segment that appeal to a broad cross-section of customers.

While the MAX ATV line that PRRY will launch operations with fulfills a range of recreational and light utility roles, our planned diversification into pure utility vehicles, quiet-running yet highly mobile electric-drive vehicles, and high-performance recreational-oriented vehicles, will broaden market appeal across many segments outside the appeal of what MAX all-terrain vehicles alone offer the customer.

Marketing and Distribution

We will initially focus on building the recreational/light utility MAX all-terrain vehicle product line from existing, proven designs, which will serve to re-build the supply chain and re-gain acceptance more rapidly into the broader global ATV market.

The total market for the class of vehicle to which MAX belongs, namely amphibious all-terrain vehicles (AATV), currently estimated at less than 5,000 units per year, represents a niche-status 0.005% market share. However, there has traditionally been a devout customer base in the AATV market built on the foundation of the exceptional capabilities of the AATV class of vehicle, leading to high margins. With more marketing directed at product/brand awareness, there remains tremendous untapped potential to grow into the broader ORV market.

As previously stated, the two main players in the AATV field that have had significant commercial success are Argo and MAX, with both brands developed in the 1960’s. MAX sales, under its original private ownership era 1969 – 2013, peaked at about 1,300 units per year, and the growth years were marked by an amazingly close correlation between marketing expenditure and sales volume, with healthy profits.

We plan to budget a marketing allowance of $1,250 per vehicle sold to achieve the following unit volumes:

The above numbers represent existing MAX models/designs, with MAX fulfilling a range of recreational and light utility roles. Once the supply, manufacturing, and sales infrastructure have all been re-activated by harnessing the proven MAX designs, we plan to diversify our product portfolio by investing in focused R&D to bring pragmatic new vehicles and accessories to market to tap into industrial/commercial markets, which will broaden our product reach and allow sales volume to surpass the above numbers.

Since it will take time and resources to build-up a dealer network, vehicle sales under our MAX ATV re-launch will follow a factory-direct sales model initially, then we will steadily transition to a dual distribution model by appointing dealers.

Following are the broad steps to the MAX marketing and sales process:

Advertising

Even with the near 50-year history of MAX, brand awareness has probably waned since 2013 when MAX left its founding company, and even prior to then, marketing expenditures had been dropping steadily since the peak years of the company.

Therefore, it seems prudent to awaken and re-educate the public in the U.S., where the main push for MAX sales is most likely to succeed, by front-loading marketing expenditure in Year 1 with targeted advertising and promotional activity.

Our marketing plan allowance of $1,250 per vehicle will be divided amongst:

Overall, an average cost of $15 per inquiry is anticipated, which implies that $1,250 marketing cost per vehicle sold translates to 83 inquiries per sale, which is fitting with the historical factory-direct ratio for MAX vehicles, which ranged from 75 to 140 depending on economic conditions.

Historically, 75% all MAX ATV sales took place in the US & Canada, so marketing will be focused on these regions initially, with increased global marketing to follow.

Past US MAX ATV Dealer territory coverage ranged from only 30% to 40%, but the dealer sales closing ratio was historically three times more efficient than selling factory-direct – the simple explanation being that customers are more likely to buy a vehicle if they can test drive it. Holding at $1,250 marketing spent per vehicle overall, this translates to about $417 marketing cost per vehicle selling through a dealer, leaving $833 to account for the lower dealer price/margin for vehicles sold to dealers.

With simple monitoring of dealer margins, pricing, and closing ratios, our dual distribution marketing plan is forecasted to result in healthy profits through both channels.

We will manage potential channel conflict by granting active dealers protected territories (where we will not sell factory direct to customers in the territory) and setting the factory direct prices at a level that does not undercut what a dealer can sell the same vehicle for and still make a reasonable profit.

Social Media

YouTube

Widespread use of uploading videos to YouTube is attractive for the following reasons:

Facebook

We maintain the Facebook page MAX Amphibious All-Terrain Vehicles (maxatv), and post regular updates about company developments, ATV events, new available products, links, photos, videos, etc. Periodic customer polls will be posted to conduct focused market research on desired products and product features, and the resulting direct contact with the public will serve well to guide product development toward profitable outcomes.

We also regularly post to and interact with users (fans) of the following MAX ATV related pages:

Our presence and interaction with users/fans of the above pages allows us to keep our finger on the pulse of the market and garner continuous consumer feedback in real time, in addition to promoting MAX products.

6x6 Nation Forum

In July 2022, we launched a new Amphibious ATV enthusiast forum called “6x6Nation.com.” We have developed 6x6Nation as a platform to build enthusiasm for amphibious ATVs as a general product category, as well as to help reinvigorate awareness and interest in MAX all-terrain vehicles specifically.

With a focus on all subjects related to amphibious ATVs past and present, 6x6Nation is designed to be an easy-to-use platform to encourage the interaction of 6x6 and 8x8 amphibious ATV enthusiasts from all corners of the globe.

We anticipate the fruitful exchange of ideas, dissemination of technical knowledge, and promotion of the benefits of amphibious ATV ownership to heighten awareness and greatly expand worldwide adoption and enjoyment of this wonderous category of off-road vehicle. Built upon a full-featured up-to-date platform, we will continually update and add features and content to 6x6Nation.com so that it will positively evolve over time.

Topics and categories on 6x6Nation will include:

Digital brochures:

Another low-cost marketing tool has been digital brochures, created in-house, on-the-fly, as any marketing whim arises. The basic approach will be:

Beyond our direct competitor Argo, stressing both product differentiation and the remarkable benefits of MAX ATVs will be the kingpins of our marketing strategy to consistently draw buyers away from ATVs and side-by-side vehicles produced by Polaris, Can-Am, Honda, John Deere, Kubota, Textron (Arctic Cat), Yamaha, Kawasaki, and CF Moto.

Once the initial investment is made to relaunch the MAX brand of vehicles, the resultant priming of production and sales infrastructure will be firmly in place to exploit the next generation of improved vehicles with both mechanical and electric drivetrains to be developed by our planned R&D initiatives boosting sales growth of our products.

DESCRIPTION OF PROPERTY

We currently lease offices at 6321 Porter Road, Suite 7, Sarasota, Florida, 34240, which serves as our corporate headquarters, at an annual cost of $7,800.00. We are in search of a suitable 30,000+ sq. ft. facility or suitable acreage to build a facility in Western New York, which will become the primary MAX ATV assembly plant. Our further goal is to acquire a facility in Florida and a facility in the western U.S. to serve as MAX parts fulfillment, vehicle distribution, and repair centers.

MANAGEMENT'S DISCUSSION & ANALYSIS OF

FINANCIAL CONDITION & RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of our operations together with our consolidated financial statements and the notes thereto appearing elsewhere in this Offering Circular. This discussion contains forward-looking statements reflecting our current expectations, whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated in or implied by these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors,” “Cautionary Statement regarding Forward-Looking Statements” and elsewhere in this Offering Circular.

Results of Operations

There is limited historical financial information about us upon which to base an evaluation of our performance. Since new ownership took control of the Company, no revenue was generated through Q1 2022. We began generating revenue in Q2 2022 by stocking new inventory of MAX OEM parts from purchase orders issued to legacy vendors in Q1 2022. We officially launched a buyback program in Q2 2022 to refurbish and offer certified pre-owned vehicles in the marketplace prior to new vehicle production in 2023. We have incurred operating losses of $64,911 and $48,736 during the quarters ending June 30, 2022 and September 30, 2022, respectively and have an accumulated deficit of $40,863 and $201,389 as of June 30, 2022 and September 30, 2022, respectively.

We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies (See “Risk Factors”). To become profitable and competitive, we must develop and execute our business plan. Our management will attempt to secure financing through various means including borrowing and investment from institutions and private individuals.

Plan of Operations

Months 1-6

Estimated cost: $2,000,000.

Months 7-12

Estimated cost: $1,250,000.

Months 13-18

Estimated cost: $1,000,000.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Summary Compensation Table

The following table sets forth the compensation earned by our Chief Executive Officer, President, and our only Director, for the years ended December 31, 2021, and projected for 2022.

Directors and Officers

Mr. Andrew Lapp – CEO and Chairman

Andrew founded an ecommerce and Amazon business called Prosperity Brands LLC in 2017, specializing in the home improvement sector. As a result of the company’s growth to $5 Million in annual sales by 2019, Andrew has since expanded the private company into launching its own brand of home products along with establishing relationships with logistics providers and opening its first of many brick-and-mortar retail locations featuring the top household brands in lighting, ceiling fans, plumbing fixtures, and door hardware.

As a MAX enthusiast of 25 years, Andrew has gained extensive knowledge of these vehicles and has become familiar with the Amphibious ATV Industry, MAX’s 53-year heritage, and current competitors of MAX. Andrew seeks to bring MAX ATVs into a new era by incorporating the knowledge and experience he obtained through online commerce and product development with vendors around the globe. For the Company, Andrew has already begun developing a streamlined solution for inventory management between multiple MAX parts fulfillment warehouses, re-establishing relationships with US-based vendors, collaborating with international vendors for part fabrication, constructing a parts portal online for MAX owners, and optimizing fulfillment logistics with multiple carriers.

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

Mr. Galen J. Reich – President

Galen has spent his entire post-college career employed by every owner of MAX ATVs since 1993 (the Company being the fourth owner of the brand).

Galen served as General Manager and Marketing Manager for Recreatives Industries, Inc. (the original MAX company) from 1993 to 2013 when the company sold. Through Galen’s direction, Recreatives experienced a 24% compounded annual growth rate in sales revenue over the first 5 years of his employment. He engaged thousands of B2B and B2C customers on vehicle sales, engaged GSA/Military sales, and developed a nationwide direct-response lead generation program to expand distribution of ATVs through dealers that resulted in a nearly 50% per-annum compounded growth in dealer network over a five-year period. Over 750 dealers signed up under these marketing campaigns.

Galen was also responsible for overseeing the financial statements of Recreatives Industries during his tenure and ensured healthy margins and profits were maintained. He also set up and managed bills-of-materials and inventory control procedures at Recreatives from 1993-2013, then at Mudd-Ox Inc. (subsequent owner of MAX) from 2013-2015, and at Agile Vehicle Technologies Inc. (the next owner of MAX) from 2015-2021. He monitored product build costs and financial statements to keep expenditures within budget, maintain margins, and control inventory.

Under the Agile Vehicle Technologies owned era of MAX (2015-2021), Galen engaged in start-up and development procedures with divisions in U.K., U.S., and Indonesia, including factory setup, business planning, information system setup, marketing, and development and testing of new six and eight-wheeled vehicle designs with mechanical, hydrostatic, and electric drivetrains.

Galen holds an M.B.A. degree earned at the University of Buffalo in Buffalo, NY, and a B.A. in Economics from the same university.

In addition to Galen's business education and ATV industry knowledge, he possesses a high degree of mechanical aptitude and enjoys off-roading in remote areas.

Gerald Mounger – Director

Mr. Mounger holds a degree in Computer Engineering and Networking. He previously served as an IT Technician at the Network Operations Center (NOC) of Naval Air Station North Island in Coronado, CA until 2010.

In 2017, Gerald joined Mr. Lapp’s ecommerce company as a business partner. Gerald directed his resources toward targeted product development in specific sectors through his analysis of current trends in online retail. The positive results he collected in his pilot program gave him and Mr. Lapp the framework to expand their online retail business, which led the company to substantial growth as the lifetime gross revenue increased by an additional 1,300% in only two years.

Gerald gained his knowledge in market analysis from his 14 years’ experience as an active investor in the financial markets. Gerald serves on the Board of Directors of the Company.

Outstanding Equity Awards at Fiscal Year-End Table

The named executive officers had no outstanding equity awards as of December 31, 2021 and 2020.

Compensation of Directors 

Directors are permitted to receive fixed fees and other compensation for their services as directors. The board of directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity. At the current time no plans are pending to change this until or unless we elect independent directors.

Employment Agreements

There are no employment agreements with any of our executives.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The following table sets forth the number of shares of our voting stock beneficially owned, as of September 22, 2022, by (i) those persons known by us to be owners of more than 5% of our Common Stock, (ii) each director, (iii) our Named Executive Officers, and (iv) all executive officers and directors as a group:

Securities Authorized for Issuance under Equity Compensation Plans  

We have not created any Equity Compensation Plan at this time. We have issued 37,500,000 as a restricted stock award to Gerald Mounger. The restricted stock award will vest over a 5-year period, with 1/5 of the shares vesting on each anniversary date of the consulting agreement executed between the Company and Mr. Mounger.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Due to officers

There are no accrued or amounts owed to any officer.

Due to/from Commercial Distributor & Services Supplier

There are no accrued or amounts owed to any Commercial Distributors or Service Suppliers.

Property Lease Payments

Offices at 6321 Porter Road, Suite 7, Sarasota, FL are leased by us. The property is owned by ALGM Holdings LLC which is owned and controlled by Andrew Lapp and Gerald Mounger. Payments from 2021 through June 2022 amounted to $5,850 total.

INTERESTS OF NAMED EXPERTS AND COUNSEL

EXPERTS

Our financial statements included in this Offering Circular and incorporated by reference have been compiled by High Growth Consultancy, an independent certified public accounting firm, and upon the authority of said firm as experts in accounting.

LEGAL MATTERS

The law firm of Wilson Bradshaw LLP, located at 18818 Teller Ave., STE 115, Irvine, California 92612 is assisting us with our legal matters.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION OF SECURITIES ACT LIABILITIES

Our directors and officers are indemnified as provided by Nevada corporate law and our bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SECURITIES BEING OFFERED

DESCRIPTION OF SECURITIES

Summary of Securities

The following description summarizes certain terms of our capital stock, as in effect upon the completion of this offering. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set forth in this section you should refer to our amended and restated articles of incorporation (the “Articles”) and bylaws, which are included as exhibits to the Offering Statement of which this Offering Circular forms a part, and to the applicable provisions of Nevada law.

Authorized Capital and Preferred and Common Stock

Our authorized capital stock consists of 1,460,000,000 shares of Common Stock, par value $0.001 per share and 10,000,000 shares of “Blank Check” Preferred Stock, par value $0.001 per share that allows the Board to authorize and issue designations, preferences, and rights of the various series of Preferred Stock. The Certificate of Designation for Series A Preferred Stock authorizes issuance of 100,000 shares. The Certificate of Designation for Series B Preferred Stock authorizes issuance of 1,000 shares. As of June 30, 2022, there were 324,422,996 shares of Common Stock outstanding, 100,000 shares of Series A preferred stock outstanding and 0 shares of Series B preferred stock outstanding. As of November 9, 2022, there were 675 holders of 329,422,996 shares of Common Stock outstanding and 100,000 shares of Series A Preferred stock outstanding.

Common Stock

The following is a summary of the material rights and restrictions associated with our Common Stock.

Each share of Common Stock has one (1) vote per share for all purposes. Our Common Stock does not provide preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Holders of shares of Common Stock are not entitled to cumulative voting for electing members of the Board. Please refer to our articles, bylaws, and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.

Preferred Stock

The following is a summary of the material rights and restrictions associated with our Preferred Stock.

We are authorized to issue 10,000,000 shares of preferred stock, $0.001 par value per share. Pursuant to our Articles, the Board is authorized to authorize and issue preferred stock and to fix the designations, preferences, and rights of the preferred stock pursuant to a board resolution. Our Board may designate the rights, preferences, privileges, and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, redemption rights, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on our Common Stock, diluting the voting power of our Common Stock, impairing the liquidation rights of our Common Stock, or delaying, deterring, or preventing a change in control. Such issuance could have the effect of decreasing the market price of our Common Stock.

Series A Preferred Stock

Dividends - The holder of Series A Preferred Stock is entitled to receive dividends as approved by the Board, including but not limited to dividends paid on Common Stock.

Conversion - 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 three thousand (3,000) 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.

Voting Rights - The holder(s) of Series A Preferred Stock have the right to notice shareholder meetings and to vote with holders of all other classes on the basis of three thousand (3,000) votes for each share of Series A Preferred Stock owned.

Series B Preferred Stock

Voting - On any matter presented to the shareholders of the Company for their action or consideration at any meeting of shareholders of the Company (or by written consent of shareholders in lieu of meeting), each holder of outstanding shares of Series B Preferred Stock has the ability to always vote 51% of the total vote so long as it is outstanding, and in order to change the rights of the Preferred Stockholders or to amend the Articles and Bylaws, it requires a vote of 66 and 2/3% of the Series B Preferred Stockholders.

Dividends

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our Board and depends upon our earnings, if any, our capital requirements and financial position, and general economic conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Options

At the current time no stock option plan exists but we may implement such a program in the future.

Convertible loans payable

None.

Convertible loans

None.

Convertible notes with beneficial conversion feature

None.

Convertible loans with purchase option

None.

Transfer Agent and Registrar

Pacific Stock Transfer Co., 6725 Via Austi Parkway, Suite 300, Las Vegas 89119.

Quotation of Common Stock

Our common stock is traded on the OTC Pink Market under the symbol “PRRY.”

DIVIDEND POLICY

We plan to retain any earnings for the foreseeable future for our operations. We have never paid any dividends on our Common Stock and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our Board and will depend on our financial condition, operating results, capital requirements, and such other factors as our Board deems relevant.

The accompanying notes are an integral part of these financial statements

The accompanying notes are an integral part of these financial statements

The accompanying notes are an integral part of these financial statements

The accompanying notes are an integral part of these financial statements

PLANET RESOURCE RECOVERY, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS