Ecominas Corp. has entered into an Asset Purchase Agreement to acquire technology and intellectual property focused on oil-production operations from Franklin Marín Toro. The transaction, finalized on October 22, 2026, is an asset-only acquisition with no cash consideration. The Company acquired five specific categories of assets from Mr. Toro, including software registered with the Servicio Autónomo de la Propiedad Intelectual of Venezuela (SAPI) under reference FM-03779, a service mark registered under SO72943, designs for the SIP-3 wellhead pressure-control system, and software, algorithms, and documentation for the SIP-AI analytics platform.
In exchange for the Purchased Assets, Ecominas agreed to issue Mr. Toro 10,000,000 shares of restricted common stock and 2,000,000 shares of Series B Preferred Stock. The issuance instructions were delivered to the transfer agent on October 23, 2026. Each share of Series B Preferred Stock carries 200 votes per share and is not convertible into common stock. The Company noted that the transaction did not constitute the acquisition of a business within the meaning of Regulation S-X and therefore did not require audited financial statements or pro forma information.
Following the acquisition, Mr. Toro was appointed Chief Executive Officer, President, Secretary, Treasurer, and a director of the Company. The Company stated that the transaction did not result in a change of control, as Ricardo Enrique Silva Canelon retains approximately 69.7% of the total voting power. The Company is an early-stage technology-enabled consulting firm focused on AI-based analytics for the oil and gas industry. The acquired technologies, SIP-AI and SIP-3, are currently at a developmental stage and have not been commercially deployed or generated revenue. The Company intends to offer operational assessments, software-based monitoring services, and implementation support, with a focus on Latin America and other producing regions, provided such operations comply with U.S. sanctions laws.
