Ecominas Corp. files for up to $400,000 best-efforts IPO at $0.01/share; no minimum, no escrow

The company is offering up to 40 million shares at a fixed price of $0.01 per share, which would yield $400,000 in gross proceeds if all shares are sold. This is a best-efforts, no-minimum offering, so the company may receive less than the full amount.

The company estimates offering expenses at about $41,065, which will be paid from offering proceeds or other funds. This reduces the net proceeds available for business operations.

The largest planned use of proceeds is equipment-related spending, ranging from $15,000 if 25% of shares are sold to $150,000 if all shares are sold. This reflects the company's focus on deploying third-party equipment for its operations.

The company plans to allocate $30,000 to public-company, regulatory, and reporting expenses regardless of the amount raised. This is a fixed cost that will consume a significant portion of proceeds if only a small percentage of shares are sold.

The company warns that even if all shares are sold, the net proceeds may not be enough to fully implement its business plan or sustain operations for the next 12 months. This indicates a significant funding gap and reliance on future financing.

The company reports a net tangible book deficit of $462,749 as of March 31, 2026. This means liabilities and intangible assets exceed tangible assets, so the company has negative net tangible book value. The deficit is used as the starting point for dilution calculations.

The pro forma net tangible book deficit per share before the offering is approximately $2.1489. This is the per-share deficit that existing shareholders would bear before any new investment. The offering is expected to reduce this deficit per share because new investors pay $0.01 per share, which is above the negative book value per share.

The dilution table assumes a fixed offering price of $0.01 per share and estimated offering expenses of $41,065 regardless of the number of shares sold. This means the offering expenses are a larger percentage of gross proceeds at smaller offering sizes, reducing net proceeds available to the company.

The table presents four scenarios based on the percentage of the offering sold: 25%, 50%, 75%, and 100%, corresponding to 10 million, 20 million, 30 million, and 40 million shares. The dilution impact varies with the number of shares sold because the fixed offering expenses are spread over more shares.

The table shows the increase in net tangible book value per share attributable to new investors for each scenario. This represents the amount by which the offering price exceeds the post-offering net tangible book value per share, effectively the dilution absorbed by new investors. The increase is larger when more shares are sold because the fixed expenses are spread over more shares, leaving a higher net tangible book value per share.

The company's auditor has expressed substantial doubt about its ability to continue as a going concern. This is a critical risk factor indicating the company may not be able to sustain operations without additional financing.

The company's principal office and CEO are in Venezuela, a country under U.S. sanctions. This exposes the company to significant compliance, banking, and capital market risks that could deter investors and limit its ability to operate.

The CEO holds all Series B Preferred Stock, which carries 200 votes per share, giving him 1,000,000,000 votes. This super-voting structure means public investors will have little or no ability to influence corporate decisions.

The company issued 48,000,000 shares to its two executives as compensation for future services, but the shares vested immediately. If an executive leaves before the service period ends, they retain the shares, potentially leaving the company without the services it paid for.

The offering has no minimum amount and proceeds are not held in escrow. The company can accept and use investor funds even if it raises insufficient capital to implement its business plan, increasing the risk of total loss.

The company has not generated revenue, has incurred recurring losses, had no cash or recorded assets as of March 31, 2026, and had an accumulated deficit of $5,488,880 and a working capital deficit of $462,749. These conditions raise substantial doubt about its ability to continue as a going concern.

The company's net loss increased significantly in the most recent quarter, driven by higher professional fees and interest expense. This is the bottom-line GAAP loss for the period.

The company has no cash or recorded assets and a working capital deficit that has increased since year-end. It is entirely dependent on external financing to fund operations.

The company issued 48,000,000 restricted shares to two executives as compensation, which will result in material stock-based compensation expense and increase net loss and accumulated deficit. These issuances are not reflected in the historical financial statements.

The company's asset acquisition was significantly reduced in scope, excluding all physical assets and limiting the acquired assets to technology, IP, and real-property interests. The consideration was changed to 700,000 shares of Series A Preferred Stock.

The company has not yet secured any contracts that would generate revenue. Its entire business plan depends on finding customers and negotiating agreements, which may never happen.

The company originally agreed to buy a broader set of assets, but the deal was amended to remove all physical assets like equipment and machinery. The company now only owns technology and real-property interests, and must rent or lease equipment for any future work.

The company has no significant equipment of its own. It will need to rent, lease, or otherwise obtain crushers, grinders, trucks, and other machinery from third parties, which adds cost and dependency on suppliers.

The company has no legally protected intellectual property. Its technology and methods can be copied by competitors, and it may not be able to prevent unauthorized use of its confidential information.

Control of the company shifted to Ricardo Enrique Silva Canelon, who now holds about 75% of the common stock and all Series B preferred stock, giving him voting control. This concentration of ownership means public shareholders have limited influence over corporate decisions.

The independent auditor, Fruci & Associates II, PLLC, audited the company's financial statements for 2025 and 2024. Their report includes a going-concern explanatory paragraph, which signals that the auditor has substantial doubt about the company's ability to continue operating. This is a significant risk factor for investors.