ASSET PURCHASE AGREEMENT

EXHIBIT 10.1

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”) is entered into as of October 22, 2026 (the “Effective Date”), by and between Ecominas Corp., a Nevada corporation (the “Purchaser” or the “Company”), and Franklin Marín Toro, an individual (the “Seller”). Purchaser and Seller are sometimes referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

A. Seller is the sole owner of the technology, intellectual property and related developmental assets identified on Schedule A (the “Purchased Assets”), associated with the SIP-3 wellhead pressure-control concept and the SIP-AI analytics and optimization concept.

B. Purchaser wishes to acquire, and Seller wishes to sell, the Purchased Assets in an asset-only transaction. The Parties do not intend that Purchaser acquire the shares, business entity, employees, contracts, debts or historical liabilities of Pelleumai Technologies, C.A

(registered brand name PetrolleumAI Technologies, C.A.) or any other entity.

C. As sole consideration for the Purchased Assets, Purchaser shall issue to Seller ten million (10,000,000) restricted shares of common stock and two million (2,000,000) shares of Series B Preferred Stock on the terms set forth herein. Any equity compensation for Seller’s service as Chief Executive Officer is governed solely by a separate Chief Executive Officer Employment and Restricted Stock Repurchase Agreement of even date (the “Employment Agreement”) and is not consideration for the Purchased Assets.

D. Purchaser intends to use the Purchased Assets in its business of providing artificial-intelligence-based consulting, analytics and operational-optimization services to oil and gas companies generally, in any market where it may lawfully do so.

E. The Parties intend that the Closing occur concurrently with the execution and delivery of this Agreement on the Effective Date.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. PURCHASE AND SALE OF ASSETS

1.1 Sale. At the Closing, Seller sells, assigns, transfers, conveys and delivers to Purchaser all of Seller’s right, title and interest in and to the Purchased Assets, free and clear of all liens and encumbrances.

1.2 Purchased Assets. The Purchased Assets consist solely of the assets and transferable rights identified on Schedule A, including, to the extent owned by Seller: registered intellectual-property rights; software and source code; algorithms, models and technical documentation; designs, schematics and know-how; trade names and marks; and related developmental materials. No customer, regulatory, software, data or other third-party rights are transferred unless transferable and expressly listed on Schedule A.

1.3 Excluded Assets. The assets listed on Schedule B and every asset not identified on Schedule A are excluded, including any equity interests in Pelleumai Technologies, C.A

(registered brand name PetrolleumAI Technologies, C.A.), cash, bank accounts, oil and gas concessions, mineral rights, real estate, and third-party property.

Ecominas Corp. — Asset Purchase Agreement

1.4 No Assumed Liabilities. Purchaser assumes no debts, taxes, claims, contracts, employee obligations, litigation, payables or other liabilities of Seller or any associated company, whether known or unknown, accrued or contingent. Seller remains responsible for all such liabilities.

1.5 Transfer Instruments. At the Closing, Seller shall execute and deliver an Intellectual Property Assignment and Bill of Sale dated the Effective Date (the “IP Assignment”), together with any jurisdiction-specific forms reasonably needed to record or perfect the transfers, including with the Servicio Autónomo de la Propiedad Intelectual of Venezuela (“SAPI”).

2. CONSIDERATION AND SECURITIES

2.1 Common Stock. At the Closing, Purchaser shall issue to Seller ten million (10,000,000) restricted shares of its common stock, par value $0.0001 per share (the “Common Shares”).

2.2 Series B Preferred Stock. At the Closing, Purchaser shall issue to Seller two million (2,000,000) shares of its Series B Preferred Stock, par value $0.0001 per share (the “Preferred Shares” and, together with the Common Shares, the “Consideration Shares”). The Preferred Shares shall have only the rights set forth in the Certificate of Designation of Series B Preferred Stock filed with the Nevada Secretary of State on November 1, 2023 (Filing No. 20233599743) (the “Series B Designation”), summarized on Schedule C, including 200 votes per share voting together with the common stock as a single class, no conversion into common stock, and nonredeemable status. The Parties acknowledge that the Company’s 1-for-500 reverse stock split effective July 16, 2026 applied only to the common stock and did not apply to the Company’s outstanding preferred stock. Nothing in this Agreement creates or modifies any rights of the Series B Preferred Stock.

2.3 Authorized Capital; No Cancellation of Existing Shares. Purchaser’s Articles of Incorporation authorize 700,000,000 shares of common stock and 300,000,000 shares of preferred stock, of which 10,000,000 shares are designated Series B Preferred Stock and 5,000,000 shares of Series B Preferred Stock are issued and outstanding. Purchaser has sufficient authorized and unissued shares of each class to issue the Consideration Shares and the 12,000,000 shares of common stock issuable under the Employment Agreement without the surrender or cancellation of any outstanding securities. No surrender, cancellation or transfer of any securities held by any existing stockholder, including Ricardo Enrique Silva Canelon, is part of, or a condition to, the transactions contemplated by this Agreement, and all such securities remain outstanding and unaffected.

2.4 Restricted Securities. The Consideration Shares are issued in a private transaction in reliance on the exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation S thereunder, in reliance on Seller’s representations in Section 4. The Consideration Shares are not registered under the Company’s Registration Statement on Form S-1 or otherwise, are “restricted securities” as defined in Rule 144, and shall bear a legend substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN AVAILABLE EXEMPTION FROM REGISTRATION.”

2.5 No Additional Consideration. Except for the Consideration Shares, no cash, securities or other consideration is payable to Seller for the Purchased Assets. Any employment or compensation arrangements between Seller and the Company are governed exclusively by the Employment Agreement and do not constitute consideration for the Purchased Assets.

 Ecominas Corp. — Asset Purchase Agreement

3. CLOSING; DELIVERIES

3.1 Closing. The closing of the purchase and sale of the Purchased Assets (the “Closing”) takes place remotely by electronic exchange of signatures and deliverables concurrently with the execution and delivery of this Agreement on October 22, 2026 (the “Closing Date”). Each Party’s execution and delivery of this Agreement constitutes its confirmation that the conditions to its obligations set forth in Section 6 have been satisfied or waived.

3.2 Seller Deliveries. At the Closing, Seller shall deliver to Purchaser: (a) the IP Assignment, duly executed by Seller; (b) copies of, and administrative control over, the source code, repositories, documentation, designs, model files and other materials included in the Purchased Assets, delivered by secure electronic transfer, with access credentials delivered separately through a secure channel; (c) copies of the SAPI registration certificates for registration FM-03779 and service-mark registration SO72943 (inscription 2025-100720), with available chain-of-title evidence; and (d) such other instruments as Purchaser reasonably requests to vest title to the Purchased Assets in Purchaser. Any item not delivered at the Closing shall be listed as an open deliverable in the Closing Delivery Acknowledgment attached to the IP Assignment and delivered within thirty (30) days after the Closing Date.

3.3 Purchaser Deliveries. At the Closing, Purchaser shall deliver to Seller: (a) a copy of the resolutions of Purchaser’s Board of Directors approving this Agreement and the issuance of the Consideration Shares; (b) a copy of Purchaser’s written instruction to Pacific Stock Transfer Company (the “Transfer Agent”) to issue the Common Shares and the Preferred Shares to Seller in book-entry form bearing the legend set forth in Section 2.4 (or, to the extent Purchaser maintains its own records for the Series B Preferred Stock, an extract of Purchaser’s stock ledger reflecting the issuance of the Preferred Shares); and (c) the IP Assignment, duly countersigned by Purchaser.

3.4 Transfer of Title. Legal and beneficial title to the Purchased Assets passes to Purchaser at the Closing. The Consideration Shares shall be issued effective as of the Closing Date, subject to applicable law and completion of the required corporate and transfer-agent procedures, and shall be reflected in the Company's stock ledger.

3.5 Further Assurances. After the Closing, Seller shall execute such recordable assignments, translations, powers and confirmations, and deliver such materials, as Purchaser reasonably requests to record, perfect or evidence the transfer of the Purchased Assets. No obligation to create new intellectual property is implied by this Section.

4. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser, as of the Effective Date, that:

(a) Seller has full legal capacity to enter into and perform this Agreement;

(b) Seller is the sole legal and beneficial owner of the Purchased Assets, which are owned by Seller personally and Seller has the unrestricted right to transfer them;

(c) the execution and performance of this Agreement do not violate any agreement, court order or law binding on Seller;

(d) no lien, license, encumbrance or adverse ownership claim affects the Purchased Assets;

(e) Seller has made available to Purchaser the material registrations, technical materials and known third-party licenses relating to the Purchased Assets;

 Ecominas Corp. — Asset Purchase Agreement

(f) Seller has not misrepresented the development status of the Purchased Assets;

(g) there is no pending or, to Seller’s knowledge, threatened proceeding challenging Seller’s ownership of the Purchased Assets;

(h) Seller is not identified on, or owned or controlled by any person identified on, the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), and is not otherwise a person with whom Purchaser is prohibited from transacting under applicable sanctions laws;

(i) Seller is acquiring the Consideration Shares for his own account, for investment, and not with a view to any distribution in violation of the Securities Act;

(j) Seller is not a “U.S. Person” as defined in Rule 902(k) of Regulation S, is not acquiring the Consideration Shares for the account or benefit of any U.S. Person, and was outside the United States when the offer of the Consideration Shares was made and when this Agreement was executed;

(k) Seller has such knowledge and experience in business and financial matters that he is capable of evaluating the merits and risks of acquiring the Consideration Shares, has had access to the Company’s public filings and the opportunity to ask questions of management, and can bear the economic risk of the investment, including its complete loss;

(l) Seller understands that the Consideration Shares are restricted securities that may not be resold absent registration or an available exemption, that the Company is a former shell company and that Rule 144(i) may limit the availability of Rule 144 for resales, and that there is no assurance of any public market for the Company’s securities; and

(m) neither Seller nor Pelleumai Technologies, C.A. has licensed, sold or granted any interest in the Purchased Assets to, or developed them for, the Government of Venezuela, Petróleos de Venezuela, S.A. (“PdVSA”), any PdVSA entity or any other person whose property is blocked under U.S. sanctions, and no such person has any interest in the Purchased Assets.

Seller makes no representation that the developmental technology will achieve any specified performance or revenue result.

5. REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Seller that: (a) it is duly organized, validly existing and in good standing under the laws of the State of Nevada; (b) its Board of Directors has duly authorized the execution and performance of this Agreement and the issuance of the Consideration Shares; and (c) the Consideration Shares, when issued in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. Purchaser makes no promise of an active trading market, future stock price or registration of the Consideration Shares.

6. CONDITIONS TO CLOSING

6.1 Conditions to Each Party’s Obligations. The obligations of each Party to consummate the Closing are subject to: (a) the absence of any injunction or order prohibiting the Closing; (b) approval of this Agreement and the issuance of the Consideration Shares by Purchaser’s Board of Directors; and (c) the availability of sufficient authorized and unissued shares of common stock and Series B Preferred Stock for the issuance of the Consideration Shares.

6.2 Conditions to Purchaser’s Obligations. Purchaser’s obligations are further subject to (a) the accuracy of Seller’s representations in Section 4, (b) Seller’s delivery of the items listed in Section 3.2, and (c) Purchaser’s confirmation that Seller is not a sanctioned person described in Section 4(h).

 Ecominas Corp. — Asset Purchase Agreement

6.3 Conditions to Seller’s Obligations. Seller’s obligations are further subject to the accuracy of Purchaser’s representations in Section 5 and Purchaser’s delivery of the items listed in Section 3.3.

6.4 Satisfaction at Closing. The Parties acknowledge that each of the foregoing conditions has been satisfied or waived as of the Closing, as confirmed by their execution and delivery of this Agreement.

7. COVENANTS

7.1 SEC Disclosure. Seller acknowledges that Purchaser is a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will disclose this Agreement and the transactions contemplated hereby in a Current Report on Form 8-K and in its other filings with the Securities and Exchange Commission, and may file this Agreement as an exhibit. Seller shall promptly furnish information reasonably requested by Purchaser for such filings and shall make any filings required of him under Sections 13(d) and 16(a) of the Exchange Act.

7.2 Confidentiality. Each Party shall keep confidential nonpublic proprietary information received from the other, except for disclosures to professional advisers, regulators or courts, or as required by applicable law, including the federal securities laws.

7.3 Transition Assistance. For thirty (30) days following the Closing, Seller shall provide reasonable assistance in the identification, transfer of and access to the Purchased Assets. This covenant does not by itself create an employment relationship or require new development work.

7.4 Taxes and Expenses. Each Party shall bear its own legal and advisory fees and any taxes imposed on it by law. Purchaser shall bear the official fees for recording the assignment of the SAPI registrations in Purchaser’s name.

7.5 Sanctions Compliance. Purchaser shall use the Purchased Assets in compliance with applicable U.S. sanctions, export-control and anti-corruption laws, including any applicable OFAC licenses or authorizations. Seller shall not use, license, transfer or disclose the Purchased Assets to any third party after the Closing without Purchaser's prior written consent. Seller shall also take reasonable steps to ensure that Pelleumai Technologies, C.A. does not use, license, transfer or disclose the Purchased Assets without Purchaser's authorization. Nothing in this Section shall prohibit activities expressly authorized under applicable law.

7.6 Separate Transactions. No appointment or resignation of any officer or director, employment award, or transfer, surrender or cancellation of any existing security of the Company is effected by this Agreement. Nothing in this Agreement affects any securities held by Ricardo Enrique Silva Canelon or any other stockholder, or any other asset or agreement of the Company.

8. INDEMNIFICATION; SURVIVAL

8.1 Seller Indemnity. Seller shall indemnify Purchaser against direct losses arising from any breach of Seller’s representations or covenants, any failure to convey the assets described in Schedule A, or any excluded liability.

8.2 Purchaser Indemnity. Purchaser shall indemnify Seller against direct losses arising from any breach of Purchaser’s representations or covenants, including any failure to issue the Consideration Shares as provided herein.

8.3 Procedure; Survival. A Party seeking indemnification shall promptly notify the other and allow reasonable participation in the defense of any third-party claim. The representations and warranties survive for eighteen (18) months after the Closing, except that claims for fraud, intentional misconduct and breach of Section 4(b) (title) survive until expiration of the applicable statute of limitations.

 Ecominas Corp. — Asset Purchase Agreement

9. TERMINATION

If for any reason the Closing does not occur on the Effective Date, this Agreement may be terminated before the Closing by mutual written consent, or by either Party by written notice if the Closing has not occurred by November 30, 2026. Upon termination, neither Party is entitled to the Consideration Shares or the Purchased Assets, and only Section 7.2 and liability for willful breach before termination survive.

10. MISCELLANEOUS

10.1 Governing Law. This Agreement is governed by the laws of the State of Nevada, without regard to conflict-of-law rules, subject to mandatory local law governing the recordation of intellectual-property transfers outside the United States.

10.2 Entire Agreement; Amendments. This Agreement, its Schedules and the IP Assignment constitute the entire agreement of the Parties concerning the Purchased Assets and may be modified only in a writing signed by both Parties.

10.3 Notices. Notices shall be in writing and delivered by hand, recognized courier or email with confirmation of receipt, to Purchaser at Calle Páez, Edificio La Guajirita, Piso 17, Apartamento 17-6, Conjunto Residencial La Guajirita, Caracas, Miranda, Zona Postal 1060, Venezuela, Attention: Board of Directors, and to Seller at Calle Páez, Edificio La Guajirita, Piso 17, Apartamento 17-6, Conjunto Residencial La Guajirita, Caracas, Miranda, Zona Postal 1060, Venezuela, email: frankmt2@hotmail.com, or to such other address as a Party designates by notice.

10.4 Assignment. Neither Party may assign this Agreement without the other’s prior written consent, except that Purchaser may freely transfer the Purchased Assets after the Closing.

10.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature, each of which is an original and all of which together are one instrument.

10.6 Severability. Any unenforceable provision shall be limited to the minimum extent necessary, and the remainder of this Agreement shall remain in effect.

 Ecominas Corp. — Asset Purchase Agreement

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

 Ecominas Corp. — Asset Purchase Agreement

SCHEDULE A — PURCHASED ASSETS

The Purchased Assets consist of all of Seller’s right, title and interest in and to the following, to the extent owned by Seller:

1. The technological/software work registered with SAPI under reference FM-03779, together with all assignable economic rights in such work and all underlying code, files and materials embodying it.

2. The service mark “PETROLLEUMAI TECHNOLOGY” (as recorded by SAPI), registration SO72943, inscription 2025-100720, together with the goodwill associated with it.

3. All existing SIP-3 wellhead pressure-control developmental designs, diagrams, engineering specifications, calculations, drawings, prototypes and technical know-how.

4. All existing SIP-AI software, including source code, object code, repositories, algorithms, model files, documentation and access materials, excluding third-party software not owned by Seller.

5. All associated proprietary technical documents, product materials and research work product relating to SIP-3 or SIP-AI.

6. All domain names, brand assets, trade secrets and proprietary databases relating to SIP-3 or SIP-AI.

Licenses and encumbrances: None.

Delivery: Electronic materials are delivered by secure electronic transfer at the Closing; physical items, if any, are delivered as directed by Purchaser. Items actually delivered, and any open deliverables, are recorded in the Closing Delivery Acknowledgment attached to the IP Assignment.

SCHEDULE B — EXCLUDED ASSETS AND LIABILITIES

Excluded: the equity of, and any interest in, Pelleumai Technologies, C.A. (registered brand name PetrolleumAI Technologies, C.A.) and its obligations; Seller’s personal assets unrelated to Schedule A; customer contracts; cash, accounts and receivables; oilfield leases, concessions or reserves; third-party hardware, software or data; patents or applications not listed on Schedule A; and all liabilities of Seller or any associated company.

SCHEDULE C — SERIES B PREFERRED STOCK TERMS

Certificate of Designation of Series B Preferred Stock, filed with the Nevada Secretary of State on November 1, 2023, Filing No. 20233599743: 10,000,000 shares designated; 200 votes per share, voting together with the common stock as a single class; not convertible into common stock; not redeemable or callable. Prior to the Closing, 5,000,000 shares were issued and outstanding; immediately after the Closing, 7,000,000 shares are issued and outstanding.

 Ecominas Corp. — Asset Purchase Agreement