Ecominas Corp. to acquire Franklin Marín Toro

Ecominas Corp. entered into an Asset Purchase Agreement on October 22, 2026 with Franklin Marín Toro, an individual, and completed the acquisition the same day. The purchased assets are technology and intellectual property for AI-based analysis and optimization of oil-production operations. They comprise the software work registered with Venezuela's SAPI under reference FM-03779, the service mark registered under SO72943, designs and know-how for the SIP-3 wellhead pressure-control system, software and model files for the SIP-AI analytics platform, and related technical materials. The 8-K describes the deal as asset-only: Ecominas took no equity interest in any entity and no operating business, liabilities, employees, facilities, customers, contracts or revenue.

The consideration consisted entirely of stock. Ecominas agreed to issue 10,000,000 restricted shares of common stock and 2,000,000 shares of Series B Preferred Stock, each carrying 200 votes and not convertible. No cash was payable. The filing gives no dollar value for the deal. The board determined under Nevada law that the assets were adequate consideration for the shares, and the company did not obtain an independent valuation or fairness opinion. The seller was appointed CEO, President, Secretary, Treasurer and a director on October 22, and the board has no independent directors. A separate employment agreement provides 12,000,000 further restricted shares, which the company may repurchase at $0.0001 per share if, during his first twelve months of employment, he resigns without good reason, is terminated for cause or another specified triggering event occurs. It also sets a $5,000 monthly base salary, with the first payment due December 1, 2026.

The filing says the deal did not change control. Chairman Ricardo Enrique Silva Canelon retains his shares and is expected to hold about 69.7% of voting power once the issuances are processed, against roughly 28.4% pro forma for Marín Toro. The seller also founded Pelleumai Technologies, C.A., which was not acquired. The seller represented that the assets were owned individually, not by that company.

At closing, Marín Toro delivered an Intellectual Property Assignment and Bill of Sale, and the parties signed a Waiver of Closing Conditions and Deliveries allowing certain administrative and documentary deliveries after closing. The agreement includes thirty days of transition assistance. Ecominas gave issuance instructions to Pacific Stock Transfer Company on October 23, and the shares will be reflected as issued and outstanding once those procedures are complete. On October 26 the parties signed supplemental custody and safekeeping agreements covering materials and registrations that may stay in Venezuela in the seller's custody or name pending local formalities, with no added consideration. Ecominas intends to record the assignment of the SAPI registrations in its own name.