Ecominas Corp. filed a Form 8-K on October 27, 2026, reporting its October 22, 2026 acquisition of artificial-intelligence-based oil-production technology assets from Franklin Marín Toro, along with related agreements and changes to its executive team and board.

Key Highlights

  • Asset acquisition closed October 22, 2026: Ecominas acquired intellectual property and technology assets from Franklin Marín Toro, including software, algorithms, a service mark, and designs for the SIP-3 wellhead pressure-control system and the SIP-AI analytics platform.
  • No cash consideration paid: The Company agreed to issue 10,000,000 restricted shares of common stock and 2,000,000 shares of Series B Preferred Stock, each with par value $0.0001 per share, as the sole consideration.
  • Series B voting rights: Each share of Series B Preferred Stock carries 200 votes on all matters submitted to stockholders, voting together with common stock as a single class, and is not convertible into common stock.
  • Not a business acquisition: According to the filing, the transaction "did not constitute the acquisition of a business within the meaning of Rule 11-01(d) of Regulation S-X," and no audited financial statements of an acquired business are required.
  • Supplemental agreements signed October 26, 2026: A Supplemental Asset Delivery, Venezuelan Custody and Further Assurances Agreement and a Custodial Holding and Safekeeping Agreement were entered into, covering materials that may remain in Venezuela pending local formalities.
  • Marín Toro appointed to leadership: In connection with the transaction, Franklin Marín Toro was appointed Chief Executive Officer, President, and Secretary, according to the filing.
  • Emerging growth company: The registrant indicated it qualifies as an emerging growth company as defined under applicable securities laws.

Ecominas Corp. Acquires AI and Oil-Production Technology from an Individual Seller

According to the Form 8-K filed with the Securities and Exchange Commission, Ecominas Corp. (Commission File Number 000-30839), a Nevada corporation headquartered in Caracas, Venezuela, completed an asset-only acquisition on October 22, 2026. The Company acquired technology and intellectual property from Franklin Marín Toro in his individual capacity. The filing states that the Purchased Assets include a technological and software work registered with Venezuela's Servicio Autónomo de la Propiedad Intelectual under reference FM-03779, a registered service mark under registration SO72943, designs and know-how for the SIP-3 wellhead pressure-control system, and software, algorithms, model files, and documentation for the SIP-AI analytics and optimization platform.

The filing discloses that no cash changed hands. Instead, the Company agreed to issue 10,000,000 restricted shares of common stock and 2,000,000 shares of Series B Preferred Stock to Mr. Marín Toro. The filing notes that the Board of Directors determined, pursuant to Section 78.211 of the Nevada Revised Statutes, that the Purchased Assets constitute adequate consideration for the shares to be issued, and that the Company did not obtain an independent valuation or fairness opinion. Transfer agent Pacific Stock Transfer Company received issuance instructions on October 23, 2026.

The filing further states that on October 26, 2026, the parties entered into two additional agreements to address intellectual-property materials, original documents, and technical records that may remain in Venezuela in Mr. Marín Toro's custody or name pending applicable local formalities. These agreements establish obligations for Mr. Marín Toro to safeguard materials, provide access upon lawful request, and cooperate in completing registration requirements. The filing specifies that these supplemental agreements "do not provide for additional consideration or change the acquisition consideration under the Asset Purchase Agreement." The filing also notes that because the Company had nominal assets before the acquisition and may be considered a current or former shell company for purposes of Rule 144, it is voluntarily including Form 10-equivalent information so that investors have complete information following the acquisition.

What Was Disclosed

Ecominas Corp. reported completing the October 22, 2026 acquisition of AI and oil-production technology assets from Franklin Marín Toro for 10,000,000 shares of common stock and 2,000,000 shares of Series B Preferred Stock, with no cash consideration, along with related leadership changes and supplemental custodial agreements.