CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
 For
Nevada Profit Corporations
 (Pursuant
to NRS 78.385 and 78.390 - After Issuance of Stock)
 
 * *
*  * *
 
 IT IS
HEREBY CERTIFIED THAT:
 
 FIRST:
The name of the corporation is Exotacar, Inc. (hereinafter called the
“Corporation”).
 
 SECOND:
The Articles of Incorporation of the Corporation is hereby amended by striking
out Article 1 thereof and by substituting in lieu of said Article the following
new Article:
 
 “1. The
name of the corporation (hereinafter called the “Corporation”) is Phoenix Energy
Resource Corporation”
 
 THIRD:
The Articles of Incorporation of the Corporation is hereby amended by adding the
following to Article VI thereof:
 
 “ARTICLE
VI - CAPITAL STOCK:  The aggregate number of shares which this
Corporation will have authority to issue is One Hundred and Five Million
(105,000,000) par value $0.001 per share 100,000,000 of which will be designated
“Common Stock” and Five Million (5,000,000) of which will be designated
“Preferred Stock”.
 
 1.           Common
Stock.  Holders of the Corporation's Common Stock as a class, have
equal ratable rights to receive dividends when, as and if declared by the Board
of Directors, out of funds legally available therefor and are entitled upon
liquida­tion of the Company to share ratably in the net assets available for
distribution, are not redeemable and have no pre-emptive or similar rights; and
holders of the Corporation's Common Stock have one non-cumulative vote for each
share held of record on all matters to be voted on by the Corporat­ion's
stock­holders.
 
 2.           Preferred
Stock.  The shares of Preferred Stock may be issued in series, and
shall have such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, as shall be
stated and expressed in the resolution or resolutions providing for the issuance
of such stock adopted from time to time by the Board of
Directors.  The Board of Directors is hereby expressly vested with the
authority to determine and fix in the resolution or resolutions providing for
the issuances of Preferred Stock the voting powers, designations, preferences
and rights, and the qualifications, limitations or restric­tions thereof, of
each such series to the full extent now or hereafter permitted by the laws of
the State of Nevada.”
 
 3.           Forward
Split. Upon the filing and effectiveness of these Articles of Amendment to the
Articles of Incorporation with the Nevada Secretary of State, every one
outstanding share of Common Stock shall be divided into and be eligible for
exchange into fifty shares of Common Stock. The number of authorized shares of
Common Stock of the Corporation and the par value of the Common Stock shall
remain as set forth in these Articles of Amendment to the Articles of
Incorporation. Except as set forth in these Articles of Amendment to the
Articles of Incorporation, the capital of the Corporation will not be changed by
reason of any amendment herein certified.”
 
 FOURTH: The
vote by which the stockholders holding shares in the corporation entitling them
to exercise at least a majority of the voting power, or such greater proportion
of the voting power as may be required in the case of a vote by classes or
series, or as may be required by the provisions of the*articles of incorporation
have voted in favor of the amendment is: 64%
 
 FIFTH: Effective
date of filing (optional):
 _______________________________________________.
 (must not
be later than 90 days after the certificate is filed)
 
 FIFTH: Officer
Signature (Required):
 ____________________________________________________.
 
 *If any proposed amendment
would alter or change any preference or any relative or other right given to any
class or series of outstanding shares, then the amendment must be approved by
the vote, in addition to the affirmative vote otherwise required, of the holders
of shares representing a majority of the voting power of each class or series
affected by the amendment regardless of limitations or restrictions on the
voting power thereof.
 
 IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of
Articles of Incorporation to be signed by its duly authorized officer this ___
day of _______ 2008.
 
 By:/s/ Rene
      Ronald SouullierName:
      Rene Ronald SoullierTitle:
      President