UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 22, 2026

Calle Páez, Edificio La Guajirita,

Piso 17, Apartamento 17-6, Conjunto Residencial La Guajirita

Caracas, Miranda, Zona Postal 1060, Venezuela

(Address of principal executive offices)

(416) 825-9367

(Registrant’s telephone number, including area code)

Calle 2, Edificio UNO,

Las Mercedes, Oficina 2B

Caracas, Venezuela

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

EXPLANATORY NOTE

This Current Report on Form 8-K reports the Company’s acquisition of certain technology assets on October 22, 2026, the related agreements and authorized securities issuances, and changes in the Company’s officers and Board of Directors effective October 22, 2026. On October 23, 2026, the Company delivered instructions to its transfer agent to process the securities issuances. The Company has previously reported that it is not a shell company. Because the Company had nominal assets before the acquisition and has disclosed that it may be considered a current or former shell company for purposes of Rule 144, the Company is voluntarily including in Item 2.01 the information that would be required if it were registering its common stock on Form 10, so that investors have complete information about the Company following the acquisition.

Forward-Looking Statements

This report contains forward-looking statements, including statements about the Company’s business plans, the development and commercialization of its technology and services, potential customers and markets, regulatory and sanctions matters, and capital needs. Words such as “expect,” “intend,” “plan,” “may,” “will,” “believe” and similar expressions identify forward-looking statements. These statements are subject to risks and uncertainties, including those described under “Risk Factors” in Item 2.01 below, and actual results may differ materially. The Company undertakes no obligation to update any forward-looking statement except as required by law.

Item 1.01 Entry into a Material Definitive Agreement.

Asset Purchase Agreement

On October 22, 2026, Ecominas Corp. (the “Company,” “we” or “our”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Franklin Marín Toro, an individual. Under the agreement, the Company acquired from Mr. Marín Toro technology and intellectual property for artificial-intelligence-based analysis and optimization of oil-production operations, consisting of:

The Purchased Assets were owned by Mr. Marín Toro in his individual capacity, and the Company acquired them directly from him in that capacity. The transaction was an asset-only acquisition. The Company did not acquire any equity interest in any entity, or any operating business, liabilities, employees, facilities, customers, contracts or revenue-producing operations. Because the Purchased Assets consist solely of intellectual property and related technical materials owned by an individual, the acquisition did not constitute the acquisition of a business within the meaning of Rule 11-01(d) of Regulation S-X. Accordingly, no audited financial statements of an acquired business or pro forma financial information are required in connection with the acquisition.

As consideration for the Purchased Assets, the Company agreed to issue to Mr. Marín Toro 10,000,000 restricted shares of common stock, par value $0.0001 per share (“Common Stock”), and 2,000,000 shares of Series B Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”). On October 23, 2026, the Company delivered instructions to Pacific Stock Transfer Company to process the issuances. The shares will be reflected as issued and outstanding upon completion of the applicable issuance procedures. Each share of Series B Preferred Stock is entitled to 200 votes on all matters submitted to stockholders, voting together with the Common Stock as a single class, and is not convertible into Common Stock. No cash consideration was payable.

The Asset Purchase Agreement contains representations, warranties, covenants and indemnification provisions customary for a transaction of this type. These include representations by Mr. Marín Toro that:

The Asset Purchase Agreement also includes a covenant to provide transition assistance for thirty days after closing, and covenants regarding compliance with U.S. sanctions laws in the use of the Purchased Assets. At the closing (the “Closing”), Mr. Marín Toro delivered an Intellectual Property Assignment and Bill of Sale. The parties also entered into a Waiver of Closing Conditions and Deliveries permitting certain administrative and documentary deliveries to be completed after Closing, without waiving mandatory closing requirements, representations, warranties or available remedies. The Closing occurred on October 22, 2026.

Employment Agreement

On October 22, 2026, the Company also entered into a Chief Executive Officer Employment and Restricted Stock Repurchase Agreement with Mr. Marín Toro (the “Employment Agreement”), the material terms of which are described in Item 5.02 below and incorporated by reference into this Item 1.01.

The foregoing descriptions are qualified in their entirety by reference to the full text of the Asset Purchase Agreement, the Intellectual Property Assignment and Bill of Sale, the Waiver of Closing Conditions and Deliveries and the Employment Agreement, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this report and incorporated herein by reference.

Supplemental Asset Delivery and Custodial Agreements

On October 26, 2026, the Company and Mr. Marín Toro entered into a Supplemental Asset Delivery, Venezuelan Custody and Further Assurances Agreement and a separate Custodial Holding and Safekeeping Agreement. These agreements confirm the parties' prior closing and delivery arrangements and establish additional obligations concerning certain intellectual-property materials, original documents, technical records and registrations that may remain in Venezuela in Mr. Marín Toro's custody or name pending applicable local formalities. Under these agreements, Mr. Marín Toro is required to safeguard the applicable materials for the Company's benefit, provide the Company with access and delivery upon lawful request, refrain from unauthorized use or disposition, and cooperate in completing applicable registration and recordation requirements. The agreements do not provide for additional consideration or change the acquisition consideration under the Asset Purchase Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information in Item 1.01 regarding the Asset Purchase Agreement is incorporated by reference into this Item 2.01. On October 22, 2026, the Company completed the asset-only acquisition directly from Mr. Marín Toro, who represented that he held title to all Purchased Assets personally, notwithstanding his affiliation with Pelleumai Technologies, C.A. The consideration was negotiated between the Company and Mr. Marín Toro, and the Board of Directors determined, pursuant to Section 78.211 of the Nevada Revised Statutes (“NRS”), that the Purchased Assets constitute adequate consideration for the shares agreed to be issued. The Company did not obtain an independent valuation or fairness opinion. Before the transaction there was no material relationship between Mr. Marín Toro and the Company or any of its affiliates, directors or officers, other than the negotiation of the Asset Purchase Agreement and the Employment Agreement. In connection with the transaction, Mr. Marín Toro was appointed Chief Executive Officer, President, Secretary and Treasurer and a director of the Company, as described in Item 5.02.

The acquisition did not result in a change in control of the Company. Ricardo Enrique Silva Canelon, the Company’s Chairman, retains all of his shares and is expected to retain approximately 69.7% of the total voting power after completion of the securities issuances described in this report.

FORM 10 INFORMATION

Business

Overview. The Company is an early-stage, technology-enabled consulting company focused on developing artificial-intelligence-based consulting, analytics and operational-optimization services for the oil and gas industry. Following the acquisition of the Purchased Assets, the Company intends to develop and commercialize services designed to help oil and gas producers analyze production, wellhead and field-operations data, identify inefficiencies and improve operational performance. The Company’s planned services are intended for oil companies in producing regions where it may lawfully operate and are not tied to any particular country, field or customer.

Technology. The Company’s offering is built on the Purchased Assets:

The SIP-3 and SIP-AI technologies are at a developmental stage. They have not been commercially deployed by the Company, have not generated revenue, and will require further development, testing, integration with customer systems and, in some cases, regulatory or customer approvals before commercial use.

Services and Business Model. The Company expects to offer (i) operational assessments and consulting engagements in which its personnel and AI tools review a customer’s data and operations and recommend efficiency improvements; (ii) software-based monitoring and analytics services under subscription or license arrangements; and (iii) implementation and integration support for SIP-3 and SIP-AI. The Company expects to deliver services remotely where possible and to use contractors and third-party technology providers to supplement its small staff.

Markets and Customers. The Company intends to market its services to oil and gas producers, national and independent operators, and oilfield-service companies in Latin America and other producing regions. The Company has no customers or contracts as of the date of this report. Any services to customers in Venezuela, or to entities owned or controlled by the Government of Venezuela, including Petróleos de Venezuela, S.A. (“PdVSA”) and its joint ventures, will be provided only if and to the extent authorized under U.S. sanctions laws, as described under “Government Regulation — Sanctions” below.

Competition. The market for oilfield analytics, digital-oilfield and production-optimization services is highly competitive and includes large oilfield-service companies, industrial-software companies and consulting firms with substantially greater resources, operating histories, customer relationships and technical staff than the Company.

Intellectual Property. The Company’s intellectual property consists of the SAPI software/technological-work registration FM-03779, the SAPI service-mark registration SO72943, and unregistered trade secrets, know-how, designs and software. The Company has not filed for any patents or for intellectual-property protection in the United States or any jurisdiction other than Venezuela. The Company intends to record the assignment of the SAPI registrations in its name.

Government Regulation — Sanctions. The Company is a U.S. person for purposes of U.S. sanctions laws. The Government of Venezuela, including PdVSA, remains blocked under Executive Orders 13850 and 13884, and U.S. persons may not deal with them absent authorization from the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). Since early 2026, OFAC has issued general licenses authorizing certain activities in the Venezuelan energy sector, including General License No. 48D (September 28, 2026), which authorizes the provision by U.S. persons of goods, technology, software and services for oil, gas and petrochemical exploration, development and production in Venezuela, subject to conditions, including that contracts with the Government of Venezuela or PdVSA entities provide for dispute resolution in specified jurisdictions, that payments to blocked persons (other than local taxes, permits or fees) be made into designated U.S. Treasury accounts, that reports be filed with the U.S. Departments of State and Energy within ten days of the first transaction and every 90 days thereafter, and that no transaction involve persons in or organized under the laws of Russia, Iran, North Korea, Cuba or China or entities they own or control. Other general licenses, including General License No. 35, authorize certain payments of taxes, fees and permits to the Government of Venezuela incident to day-to-day operations. These authorizations may be amended or revoked at any time. The Company has adopted a Sanctions and Anti-Corruption Compliance Policy under which any transaction involving Venezuela, the Government of Venezuela, PdVSA or a sanctioned person requires prior screening and approval.

Government Regulation — Other. The Company’s activities are also subject to U.S. export controls under the Export Administration Regulations, including restrictions on exports to military end users in Venezuela; the U.S. Foreign Corrupt Practices Act and other anti-corruption laws, which are of heightened importance because many oil companies are state-owned; data-protection laws; and the laws of each country in which it operates, including Venezuelan hydrocarbons, tax, labor and foreign-exchange laws.

Employees. The Company has no employees other than its officers. Franklin Marín Toro, the Company’s Chief Executive Officer, devotes substantially all of his business time to the Company. Andrew Gaudet, the Company’s Chief Operating Officer, is expected to continue in office for a transition period of approximately two to three weeks.

Other Business Activities. The Company’s Registration Statement on Form S-1 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 describe the Company’s business before the acquisition, including technology-enabled operational services for the mining sector. The Company is evaluating its other assets and activities in light of its focus on oil and gas consulting and expects to report material developments as required.

Risk Factors

An investment in our securities is highly speculative and involves a high degree of risk. In addition to the risk factors in our Registration Statement on Form S-1 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, which are incorporated herein by reference, you should carefully consider the following risks.

Risks Related to Our Business and the Acquisition

We have no operating history in oil and gas consulting, no customers and no revenue, and we may never generate revenue from our new business. We acquired the Purchased Assets on October 22, 2026 and have not provided services to any oil company. Our business model is unproven, and we may be unable to attract customers, price our services profitably or achieve commercial viability.

Our technology is developmental and may not perform as intended. SIP-3 and SIP-AI have not been commercially deployed. Their AI models may require substantial additional development, data and testing, may not produce measurable efficiency improvements, and may produce inaccurate recommendations. A failure of our technology or advice in an oilfield setting could cause production losses, equipment damage, environmental harm or injury, exposing us to liability and reputational harm.

Our AI-based services depend on access to customer data and integration with customer systems. Oil companies may be unwilling to share operational data, may restrict remote access to their control systems, or may require cybersecurity, data-localization and confidentiality protections that are costly for us to meet. A cybersecurity incident involving customer data or operational systems could result in significant liability.

We did not obtain an independent valuation or fairness opinion for the acquisition, and the value of the Purchased Assets is uncertain. The consideration was negotiated with the seller, who is now our Chief Executive Officer and a director, and approved by a Board with no independent directors. The Purchased Assets may be worth substantially less than the value of the shares issued for them, and we may be required to record impairment charges.

Our Chief Executive Officer was the seller of the Purchased Assets and has interests that may conflict with ours. Mr. Marín Toro is entitled to receive 10,000,000 shares of Common Stock and 2,000,000 shares of Series B Preferred Stock for the Purchased Assets and 12,000,000 shares of Common Stock under his Employment Agreement, subject to completion of the issuance procedures. He also founded and operates Pelleumai Technologies, C.A., which was not acquired by the Company. Mr. Marín Toro represented that he individually owned and conveyed the Purchased Assets, rather than transferring property owned by that entity. Our ability to enforce indemnification or other claims against him may be limited, and his interests as a prospective significant stockholder, former owner of the technology and owner of a separate company may differ from those of our other stockholders.

Our rights in the Purchased Assets are protected only in Venezuela and may be difficult to enforce. Our registrations are Venezuelan registrations; FM-03779 is a registration of a software/technological work and is not a patent. We have no patents or registrations in the United States or elsewhere, and others may independently develop similar technology. Recording the assignment of the registrations in our name requires filings with SAPI, which may be delayed. Enforcement of intellectual-property rights in Venezuela may be slow, costly or ineffective.

We depend heavily on Mr. Marín Toro, and our management team is small and changing. Our Chief Executive Officer is also serving as our principal financial and accounting officer, has no prior experience as an officer of a public company, and resides in Venezuela. Our Chief Operating Officer is expected to leave after a short transition period. The loss of Mr. Marín Toro’s services, or our inability to recruit qualified personnel, would materially harm our business. The Company’s repurchase right over his Employment Shares is limited to $0.0001 per share and expires after twelve months.

We will need substantial additional capital. We have nominal assets, our auditors have expressed substantial doubt about our ability to continue as a going concern, and we have agreed to pay our Chief Executive Officer a monthly base salary of $5,000, with the first payment due December 1, 2026. We will need to raise additional funds to develop and market our services, and financing may not be available on acceptable terms or at all.

Risks Related to Sanctions, Venezuela and International Operations

U.S. sanctions on Venezuela significantly restrict our ability to do business with Venezuelan oil companies, and violations could result in severe penalties. The Government of Venezuela and PdVSA remain blocked, and most Venezuelan oil production is conducted by PdVSA or joint ventures in which PdVSA holds a majority interest. Any services we provide to these entities must comply with the conditions of an OFAC general license, such as General License No. 48D, or a specific license. These conditions include dispute-resolution, payment-channel and reporting requirements, and prohibitions on transactions involving persons from Russia, China, Iran, North Korea or Cuba, which are partners in several Venezuelan joint ventures. Sanctions violations are subject to strict liability, and civil penalties can be significant and criminal penalties can apply to willful violations. Even inadvertent violations could result in penalties, loss of banking relationships and reputational harm.

OFAC general licenses may be amended, narrowed or revoked at any time. Our ability to serve customers in Venezuela depends on general licenses that OFAC has amended repeatedly during 2026 and that remain subject to U.S. foreign-policy priorities. If they are revoked or narrowed, we could be required to terminate Venezuelan engagements on short notice, may be unable to collect amounts owed, and may be unable to use our technology in the market where our founder and personnel are located.

Our headquarters, officers and assets are located in Venezuela, which exposes us to political, economic and legal risks. Venezuela has experienced significant political transition since January 2026, high inflation, currency controls, shortages, infrastructure failures and, historically, expropriation of oil-sector assets. Venezuelan law requires state participation in many oil-production activities. Changes in government policy, civil unrest or economic deterioration could disrupt our operations, impair our ability to move funds or enforce contracts, or make our services uneconomic.

Many of our potential customers are state-owned or state-affiliated, which increases our anti-corruption risk. Employees of national oil companies are generally treated as foreign officials under the U.S. Foreign Corrupt Practices Act. We operate in jurisdictions with high perceived levels of corruption, and our officers and contractors may interact with government officials for permits, registrations and contracts. Any improper payment, even by a contractor, could result in significant penalties.

Export controls may restrict the provision of our technology. The export, re-export or transfer of software, technology and services to Venezuela and certain other countries may require licenses from the U.S. Department of Commerce, and transactions involving military end users are restricted. We may be unable to obtain required licenses in a timely manner or at all.

Our banking and payment arrangements may be disrupted by sanctions compliance. Banks and payment providers may decline to process transactions involving Venezuela or the oil sector, delay payments for compliance review, or close our accounts, even when our activities are authorized.

It may be difficult to effect service of process or enforce judgments against us or our management. Our officers and directors reside outside the United States, and substantially all of our assets are located in Venezuela. Investors may be unable to enforce U.S. judgments against us or them, and Venezuelan courts may not enforce U.S. judgments.

Risks Related to Our Securities

Our Chairman controls the Company, and our directors and officers together control substantially all of our voting power. Mr. Silva Canelon retains all of his securities, including 5,000,000 shares of Series B Preferred Stock carrying 200 votes per share, and is expected to hold approximately 69.7% of total voting power upon completion of the contemplated issuances. At that point, Mr. Marín Toro would hold approximately 28.4% and our directors and officers together would hold approximately 98.9%. These pro forma voting positions would allow management and directors to determine the outcome of substantially all matters submitted to stockholders, including the election of directors.

The acquisition and employment award substantially diluted our existing stockholders. The Company has agreed to issue 22,000,000 shares of Common Stock and 2,000,000 shares of Series B Preferred Stock carrying 400,000,000 votes to Mr. Marín Toro. Upon completion, the new Common Stock issuances would increase the outstanding Common Stock by approximately 34% compared with the pre-transaction amount and dilute existing stockholders. We may issue substantial additional shares in the future without stockholder approval.

The number of outstanding Series B Preferred shares could be subject to dispute. The Series B certificate of designation contains an adjustment provision that could be read to require a proportional adjustment upon our July 16, 2026 reverse stock split. We believe that provision did not apply because the reverse split was expressly limited to the Common Stock and was approved by the then-sole holder of the Series B Preferred Stock, but a different interpretation could affect the number of Series B shares outstanding, including those issued to Mr. Marín Toro, and the allocation of voting power.

Our status as a current or former shell company may limit resales of our securities under Rule 144. Because we may be considered a current or former shell company, Rule 144 is unavailable for resales of our restricted securities unless and until the conditions of Rule 144(i) are met, including the filing of Form 10 information and the passage of twelve months during which we are current in our reporting obligations. Holders of restricted securities, including the shares issued in the acquisition, may be unable to resell them for an extended period.

The information in our effective Registration Statement on Form S-1 has changed. The acquisition, the change in our principal business focus, the change in our management and our principal executive office address are fundamental changes to the information in our prospectus. We will not make further sales under the registration statement until it has been updated by a post-effective amendment or prospectus supplement, as applicable, which may delay or impair our ability to raise capital.

Financial Information

Management’s Discussion and Analysis. The Company’s management’s discussion and analysis of financial condition and results of operations for the quarter ended June 30, 2026 is included in its Quarterly Report on Form 10-Q for that period and is incorporated herein by reference. As of June 30, 2026, the Company had total assets of $766, total liabilities of $484,117 and a stockholders’ deficit of $483,351, and it has generated no revenue. The acquisition did not involve the payment of cash. The Company expects its expenses to increase as a result of the $5,000 monthly base salary payable to its Chief Executive Officer, with the first payment due December 1, 2026, the costs of developing and marketing its services, sanctions and regulatory compliance costs, and the costs of being a public company. The Company expects to recognize non-cash stock-based compensation expense for the 12,000,000 Employment Shares and to record the Purchased Assets at an amount determined in accordance with U.S. generally accepted accounting principles, which may be subject to impairment. The Company will need to raise additional capital to fund its operations over the next twelve months.

Properties

The Company’s principal executive office is located at Calle Páez, Edificio La Guajirita, Piso 17, Apartamento 17-6, Conjunto Residencial La Guajirita, Caracas, Miranda, Zona Postal 1060, Venezuela. The Company does not pay rent for this space. Information regarding the Company’s other property interests is included in its Registration Statement on Form S-1 and Quarterly Report on Form 10-Q, which are incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table presents pro forma beneficial ownership of the Company’s voting securities, giving effect to the full issuance of the securities contemplated by the October 22, 2026 Asset Purchase Agreement and Employment Agreement. It does not represent that transfer-agent processing was completed on October 22. The pro forma percentages are based on 86,555,467 shares of Common Stock (64,555,467 shares outstanding before the transaction, as confirmed by the Company’s transfer agent, plus 22,000,000 shares authorized for issuance to Mr. Marín Toro) and 7,000,000 shares of Series B Preferred Stock (including 2,000,000 shares authorized for issuance to Mr. Marín Toro). Pro forma total voting power assumes one vote per share of Common Stock and 200 votes per share of Series B Preferred Stock (1,486,555,467 votes in total). The Company’s Series A Preferred Stock is non-voting. Actual outstanding shares and voting percentages will reflect completion of the issuances in the Company’s applicable stock records. The address of each person is c/o the Company’s principal executive office.

The pro forma amounts for Mr. Marín Toro include 12,000,000 shares of Common Stock subject to the Company’s repurchase right under his Employment Agreement. Those shares carry voting rights upon valid issuance. The other holdings shown are based on the ownership information available to the Company.

Directors and Executive Officers

The biography of Mr. Marín Toro is set forth in Item 5.02 below and is incorporated herein by reference.

Ricardo Enrique Silva Canelon has served as Chairman of the Board since February 4, 2026, and served as the Company’s Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary from February 4, 2026 until October 22, 2026. Since October 2022, Mr. Silva Canelon has served as a Senior Project Manager with Capgemini Engineering, managing enterprise technology and infrastructure projects for multinational clients. From December 2019 to May 2022, he served as Senior Project Manager – Latin America at Equipnet, Inc., and from June 2016 to January 2019 he was Senior Inside Sales Account Specialist – LATAM Projects at Seaboard de Colombia S.A. He holds a degree in Public and Institutional Relations from Universidad Argentina de la Empresa. The Board believes his project-management, financial and regional business experience qualify him to serve as a director.

Andrew Gaudet has served as a director since October 2022 and as Chief Operating Officer since February 2026, and previously served as the Company’s sole officer and director. Since July 2013, Mr. Gaudet has served as Director of Business Development at Anglo Finance Group Ltd., where he has managed financing projects in the construction, manufacturing, healthcare, resource and renewable-energy sectors. The Board believes his business-development, finance and public-company experience qualify him to serve as a director.

There are no family relationships among the Company’s directors and executive officers. To the Company’s knowledge, during the past ten years none of its directors or executive officers has been involved in any legal proceeding required to be disclosed under Item 401(f) of Regulation S-K. The Company has no standing committees, and none of its directors is independent.

Executive Compensation

Effective July 17, 2026, the Company entered into Executive Employment Agreements with Mr. Silva Canelon and Mr. Gaudet, under which it issued 36,000,000 and 12,000,000 restricted shares of Common Stock, respectively, as compensation for services through July 16, 2027, with stated compensation values of $360,000 and $120,000, respectively. Neither receives a cash salary. Those agreements are described in the Company’s Registration Statement on Form S-1, which description is incorporated herein by reference. Mr. Silva Canelon retains the shares issued under his agreement following his resignation as an officer. The terms of Mr. Marín Toro’s Employment Agreement are described in Item 5.02 below. The Company does not pay its directors for service as directors and has no equity incentive plan, pension plan or other benefit plans.

Certain Relationships and Related Transactions, and Director Independence

The Asset Purchase Agreement and the Employment Agreement with Mr. Marín Toro, who became an executive officer and director in connection with the acquisition, are described in Items 1.01, 2.01 and 5.02 and incorporated herein by reference. The Transition Services Agreement with Mr. Gaudet is described in Item 5.02. Other transactions with related persons, including the executive employment agreements with Mr. Silva Canelon and Mr. Gaudet and related-party notes and advances, are described in the Company’s Registration Statement on Form S-1 and Quarterly Report on Form 10-Q, which descriptions are incorporated herein by reference. None of the Company’s directors is independent under the standards of any national securities exchange.

Legal Proceedings

The Company is not currently a party to any material pending legal proceeding, and, to its knowledge, no such proceeding is contemplated by any governmental authority.

Market Price of and Dividends on Common Equity and Related Stockholder Matters

The Common Stock is quoted on the OTC Markets Group’s Basic Market under the symbol “ECOC.” Trading has been extremely limited and sporadic, and quoted prices may not reflect an established trading market. As of July 27, 2026, there were approximately 115 holders of record of the Common Stock. The Company has never paid cash dividends and does not expect to pay dividends in the foreseeable future. The Company has no equity compensation plans.

Recent Sales of Unregistered Securities

The information in Item 3.02 below is incorporated herein by reference. Information regarding the Company’s other sales of unregistered securities during the past three years is included in its Registration Statement on Form S-1 and its periodic reports, which information is incorporated herein by reference.

Description of Registrant’s Securities

The Company is authorized to issue 700,000,000 shares of Common Stock and 300,000,000 shares of preferred stock, par value $0.0001 per share, of which 10,000,000 shares are designated Series A Preferred Stock and 10,000,000 shares are designated Series B Preferred Stock. Immediately before the contemplated issuances, 64,555,467 shares of Common Stock and 5,000,000 shares of Series B Preferred Stock were outstanding. Assuming completion of the issuances described in Item 3.02, 86,555,467 shares of Common Stock and 7,000,000 shares of Series B Preferred Stock would be outstanding. Each share of Common Stock has one vote. Each share of Series B Preferred Stock has 200 votes, votes with the Common Stock as a single class, is not convertible and is not redeemable. The Series A Preferred Stock is non-voting. A more complete description of the Company’s capital stock is included under “Description of Capital Stock” in its Registration Statement on Form S-1, which is incorporated herein by reference.

Indemnification of Directors and Officers

The Company’s Articles of Incorporation provide for indemnification of directors and officers to the fullest extent permitted by Nevada law and limit their personal liability for monetary damages for breach of fiduciary duty, except for intentional misconduct, fraud, a knowing violation of law or unlawful distributions, consistent with NRS 78.138 and NRS 78.7502 through 78.751. Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to directors, officers or controlling persons, the Company has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy and is unenforceable.

Financial Statements and Supplementary Data

See Item 9.01 below.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 3.02 Unregistered Sales of Equity Securities.

On October 22, 2026, pursuant to binding agreements and Board authorizations, the Company agreed to issue the following securities to Franklin Marín Toro. On October 23, 2026, the Company delivered transfer-agent instructions to process the issuances:

The Company received no cash proceeds in connection with these arrangements. The securities are intended to be issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation S, as transactions not involving a public offering and/or offshore transactions with a non-U.S. person. Mr. Marín Toro represented that he is not a “U.S. person” as defined in Regulation S, that he is acquiring the securities for his own account for investment, and that he understands their restricted status. The Company instructed its transfer agent to reflect appropriate restrictive legends. The securities may not be offered or sold in the United States absent registration or an applicable exemption.

Upon completion of all contemplated issuances, the Company would have 86,555,467 shares of Common Stock and 7,000,000 shares of Series B Preferred Stock outstanding. Mr. Marín Toro would hold 22,000,000 shares of Common Stock (approximately 25.4%) and 2,000,000 shares of Series B Preferred Stock, representing approximately 28.4% of total voting power. Mr. Silva Canelon retains his existing 36,162,000 shares of Common Stock and 5,000,000 shares of Series B Preferred Stock. These are pro forma figures and are not a representation that processing of all issuances was completed on October 22, 2026.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Officer

On October 22, 2026, Ricardo Enrique Silva Canelon resigned as Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary, effective at 5:00 p.m. Eastern Time on October 22, 2026. Mr. Silva Canelon continues to serve as a director and Chairman of the Board and retains all of his shares, including the shares issued under his Executive Employment Agreement effective July 17, 2026. His resignation as an officer was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.

Appointment of Chief Executive Officer and Director

On October 22, 2026, the Board appointed Franklin Marín Toro as Chief Executive Officer, President, Secretary and Treasurer, and designated him as the Company’s principal executive officer and, until a separate Chief Financial Officer is appointed, its principal financial officer and principal accounting officer, effective at 5:00 p.m. Eastern Time on October 22, 2026. Effective at the same time, the Board increased the number of directors from two to three and appointed Mr. Marín Toro as a director to fill the resulting vacancy. Mr. Marín Toro has not been appointed to any committee; the Company has no standing committees. The Board now consists of Ricardo Enrique Silva Canelon (Chairman), Andrew Gaudet and Franklin Marín Toro. Andrew Gaudet continues to serve as Chief Operating Officer and a director.

Franklin Marín Toro, age 46, has served as Chief Executive Officer, President, interim Chief Financial Officer, Secretary and Treasurer, and a director of the Company since October 22, 2026. Since December 2024, Mr. Marín Toro has personally developed and promoted the SIP-3 wellhead pressure-control and SIP-AI analytics technologies. In connection with those activities he has used Pelleumai Technologies, C.A. (registered brand name PetrolleumAI Technologies, C.A.), a privately held Venezuelan company of which he is the founder, President and sole shareholder, officer and director. Pelleumai Technologies, C.A. served only as a vehicle for Mr. Marín Toro's personal activities and had no operations independent of him, no employees and no revenue. In October 2026, Mr. Marín Toro sold the intellectual property relating to these technologies, which he owned individually, to the Company. From 2019 to November 2024, Mr. Marín Toro was Operations Supervisor for the Bloque Zulia, Centro Lago operations of Coninsulca C.A., a provider of services to the oil industry, in Maracaibo, Venezuela, where he supervised the administration of systems and supplies for oil-industry operations, controlled raw materials used in chemical well-stimulation products, managed suppliers, and handled documentation and permitting with governmental and regulatory authorities. From 2014 to August 2019, he served as Administration Analyst III at Industrial Analyzer C.A., in Caracas, Venezuela, where he was responsible for inventory control, imports, deliveries and dispatch, transportation-fleet management and ERP-based process control. Mr. Marín Toro holds a degree in Business Administration from Universidad Santa María in Caracas, Venezuela. He has not served as a director of any other company with a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) thereof, or of any company registered as an investment company under the Investment Company Act of 1940, as amended. Mr. Marín Toro has not been involved in any legal proceeding described in Item 401(f) of Regulation S-K during the past ten years. The Board believes that his knowledge of the Company’s technology and his operating experience in the oil-services sector qualify him to serve as a director.

Mr. Marín Toro was appointed in connection with the acquisition of the Purchased Assets described in Items 1.01 and 2.01, which information is incorporated herein by reference. There are no family relationships between Mr. Marín Toro and any director or executive officer of the Company. Other than the Asset Purchase Agreement, the Employment Agreement, and the Supplemental Asset Delivery and Custodial Holding Agreements described in Item 1.01, there are no transactions in which Mr. Marín Toro has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Employment Agreement

Under the Employment Agreement, Mr. Marín Toro serves as Chief Executive Officer on an at-will basis beginning October 22, 2026, at a base salary of $5,000 per month, with the first payment due December 1, 2026. As compensation for future services, the Company agreed to issue him 12,000,000 restricted shares of Common Stock (the “Employment Shares”); issuance instructions were delivered to the transfer agent on October 23, 2026. Upon valid issuance, the Employment Shares will not be subject to installment vesting and will carry voting and distribution rights, subject to the contractual repurchase right. If, during the first twelve months of his employment, Mr. Marín Toro resigns without good reason or is terminated for cause (each as defined in the Employment Agreement), or another triggering event described therein occurs, the Company may repurchase all or any portion of the Employment Shares at $0.0001 per share (an aggregate of $1,200 for all of the Employment Shares). The repurchase right does not apply upon termination without cause, resignation for good reason, death or disability, and expires after twelve consecutive months of service. The Employment Agreement also contains confidentiality, work-product assignment and sanctions and anti-corruption compliance provisions. No bonus or benefits have been approved.

Transition Services Agreement

On October 23, 2026, the Company entered into a Transition Services Agreement with Andrew Gaudet, under which Mr. Gaudet will continue as Chief Operating Officer and a director and assist with the handover of the Company’s reporting, records and service-provider relationships for a transition period expected to last approximately two to three weeks, without additional compensation. The agreement does not itself effect Mr. Gaudet’s resignation; the Company will report any resignation as required.

The foregoing descriptions are qualified in their entirety by reference to the Employment Agreement and the Transition Services Agreement, filed as Exhibits 10.4 and 10.5 to this report and incorporated herein by reference.

Item 8.01 Other Events.

Change of Principal Executive Office. Effective October 22, 2026, the Company’s principal executive office is located at Calle Páez, Edificio La Guajirita, Piso 17, Apartamento 17-6, Conjunto Residencial La Guajirita, Caracas, Miranda, Zona Postal 1060, Venezuela.

Sanctions and Anti-Corruption Compliance Policy. On October 22, 2026, the Board adopted a Sanctions and Anti-Corruption Compliance Policy applicable to the Company’s directors, officers, employees and contractors, which requires screening of all counterparties against U.S. sanctions lists and prior approval of any transaction involving Venezuela, the Government of Venezuela, PdVSA or any other sanctioned country or person, and prohibits improper payments to government officials.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired. The Purchased Assets consist of developmental intellectual property and technical materials that have not generated revenue and do not include employees, facilities, customer contracts or other revenue-producing activities. The Company has determined that the Purchased Assets do not constitute a “business” within the meaning of Rule 11-01(d) of Regulation S-X, and accordingly no financial statements of a business acquired are required.

(b) Pro forma financial information. Not applicable, for the reason stated in paragraph (a).

(c) Financial statements of the registrant. The Company’s audited financial statements for the years ended December 31, 2025 and 2024 included in its Registration Statement on Form S-1, and its unaudited financial statements for the quarter ended June 30, 2026 included in its Quarterly Report on Form 10-Q, are incorporated herein by reference.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ATTACHMENTS / EXHIBITS

ASSET PURCHASE AGREEMENT

INTELLECTUAL PROPERTY ASSIGNMENT

WAIVER OF CLOSING CONDITIONS

CHIEF EXECUTIVE OFFICER EMPLOYMENT

TRANSITION SERVICES AGREEMENT

SUPPLEMENTAL ASSET DELIVERY

CUSTODIAL HOLDING

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