EXHIBIT 10.2

INTELLECTUAL PROPERTY ASSIGNMENT AND BILL OF SALE

This Intellectual Property Assignment and Bill of Sale (this “Instrument”) is made and delivered as of October 22, 2026 by Franklin Marín Toro, an individual (“Assignor”), in favor of Ecominas Corp., a Nevada corporation (“Assignee”).

RECITALS

Assignor and Assignee are parties to an Asset Purchase Agreement dated October 22, 2026 (the “APA”), under which Assignor has agreed to convey the Purchased Assets identified on Schedule A to the APA to Assignee in exchange for the consideration stated in the APA. This Instrument is delivered at the Closing under the APA. Capitalized terms used but not defined here have the meanings given in the APA.

AGREEMENT

1. ASSIGNMENT AND SALE

Effective at the Closing, Assignor irrevocably sells, conveys, transfers and assigns to Assignee all of Assignor’s right, title and interest in and to the Purchased Assets identified on Schedule A hereto (which is identical to Schedule A to the APA), including all assignable economic intellectual-property rights and the rights to use, reproduce, modify, develop, commercialize, distribute, license, enforce and transfer such assets, in each case to the extent held by Assignor and transferable under applicable law, together with the right to pursue claims for past, present and future infringement relating to the assigned rights. Assignee accepts such conveyance.

2. SCOPE

General product descriptions, business plans, marketing materials or references to SIP-3 or SIP-AI do not convey assets beyond the property and rights identified on Schedule A. The parties acknowledge that SAPI registration FM-03779 is a registration of a technological/software work and not an issued patent.

3. DELIVERY AND CONTROL

At the Closing, Assignor shall deliver the source-code repositories and export archives, design files, account administration rights, registration certificates and chain-of-title materials included in the Purchased Assets by secure electronic transfer, with access credentials delivered separately through a secure channel and not included in any publicly filed exhibit. The items delivered, and any open deliverables with their delivery deadlines, are recorded in the Closing Delivery Acknowledgment below.

Ecominas Corp. — IP Assignment and Bill of Sale

4. TITLE; THIRD-PARTY RIGHTS; NO LIABILITIES

Assignor represents that he is the sole owner of the Purchased Assets and has authority to transfer them, free of liens and adverse claims. Nothing in this Instrument purports to assign nontransferable moral rights, third-party copyrights, customer data or third-party licenses. To the extent legally permissible, Assignor waives, and agrees not to assert, any retained personal rights in a manner that would impair Assignee’s use of the assigned works. Assignee assumes no debts, business, shares of any Venezuelan company, employees, customer contracts or other obligations under this Instrument.

5. CONSIDERATION

The sole consideration for this Instrument is the consideration under the APA: 10,000,000 restricted shares of Assignee’s common stock and 2,000,000 shares of Assignee’s Series B Preferred Stock. The separate 12,000,000-share award under Assignor’s Chief Executive Officer Employment and Restricted Stock Repurchase Agreement is not consideration under this Instrument.

6. RECORDATION AND FURTHER ASSURANCES

Assignor shall execute such further country-specific forms, translations, powers and confirmations as are reasonably necessary to record or perfect the transfers with the Servicio Autónomo de la Propiedad Intelectual (SAPI) of Venezuela or any other registry. The parties acknowledge that execution of this Instrument does not itself effect recordation in Venezuela; as between the parties, the transfer is effective at the Closing regardless of the timing of recordation.

7. RELATIONSHIP TO APA; GOVERNING LAW

This Instrument implements, and does not amend, the APA; in the event of any conflict, the APA controls. This Instrument is governed by Nevada law, except for mandatory laws governing the ownership, assignment, recordation or enforcement of rights in another jurisdiction.

8. COUNTERPARTS

This Instrument may be executed in counterparts and by electronic signature.

Ecominas Corp. — IP Assignment and Bill of Sale

IN WITNESS WHEREOF, the parties have executed this Instrument as of the date first written above.

Ecominas Corp. — IP Assignment and Bill of Sale

SCHEDULE A — PURCHASED ASSETS

Licenses and encumbrances: None. Excluded: Pelleumai Technologies, C.A.(registered brand name PetrolleumAI Technologies, C.A.) and its shares; company liabilities; third-party software, data and marks; licenses requiring third-party consent; oil concessions, reserves, real property and customer contracts. No representation is made that a commercial product, working installation, customer relationship or validated performance result exists.

CLOSING DELIVERY ACKNOWLEDGMENT

APA Closing Date: October 22, 2026. The undersigned confirm the delivery and transfer at the Closing of the Purchased Assets identified on Schedule A. Open deliverables (to be delivered within thirty (30) days after the Closing Date under Section 3.2 of the APA): None.

This acknowledgment does not waive any claim for undisclosed deficiencies or breaches under the APA.

Ecominas Corp. — IP Assignment and Bill of Sale