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PALM BEACH GARDENS, FL -- (Marketwire) -- 02/05/10 -- Petroleum Consolidators of America, Inc. (PINKSHEETS: PCAI), announced today that, on February 4, 2010, it entered into an agreement to acquire CTX Technologies, Inc., a mobile telecommunication technology company located in Mississauga, Ontario, Canada and with operations in China and Korea.




Under the agreement, Petroleum Consolidators expects to exchange shares of its preferred stock for all of the shares of capital stock of CTX. The preferred stock will be convertible into shares of common stock on a 500 for 1 basis at any time, subject to certain anti-dilution adjustments. At closing there will be a change of control of Petroleum Consolidators, whereby three of the directors to be designated to the board of Petroleum Consolidators will be designated by CTX and two will be designated by Mr.

Cohen, the current CEO and sole director of Petroleum Consolidators. Mr.

Cohen will continue as Petroleum Consolidator's President and Chief Executive Officer following closing.





The closing of the acquisition is subject to the spin off described below, approval of the boards of directors of each company, approval of CTX's shareholders, the cancellation of certain shares of common stock and approximately 1.93 million shares of Series C preferred stock of Petroleum Consolidators by Mr. Cohen, the sale of 9 million shares of Series B preferred stock by Mr. Cohen to certain purchasers designated by CTX, the execution of a new employment agreement between Mr. Cohen and the company, and other customary conditions to closing.




Petroleum Consolidators' subsidiaries, Pioneer Realty Group, Inc., and Gas Retailers, Inc. either will be sold, liquidated or spun off into a separate public company under the leadership of Mr. Cohen, Petroleum Consolidators' President and CEO. A record date for the spin off is expected to be established as of a date prior to the effective date of the proposed acquisition of CTX by Petroleum Consolidators, thereby ensuring that the economic benefit of these existing operations is received by Petroleum Consolidators pre-acquisition shareholders.




About CTX

Estimated Market Cap
$163,467 as of Feb 4, 2010
Outstanding Shares
54,489,111 as of Jun 30, 2009
Authorized Shares
500,000,000 as of Jun 30, 2009
Float(shares)
7,289,648 as of Oct 13, 2009


Webseite: www.petroleumconsolidators.com/f3/web/...ce4b9c04b6&info=+


Hummel

dann stehen alle Zeichen auf grün.

Pico Corporation intends to prepare and file a registration statement with the Securities and Exchange Commission registering the spin-off distribution of the shares of Pico to the beneficial holders of Petroleum Consolidators' common stock. The spin off will not occur until the registration statement has been declared effective by the Securities and Exchange Commission ("SEC"). Until the registration statement has been filed, declared effective by the SEC and the distribution completed, the shares of Pico Corporation that will be spun off have been transferred to and will be held in trust for the benefit of Petroleum Consolidators' shareholders entitled to participate in the spin off.




Other Matters



On or about May 3, 2009, Petroleum Consolidators terminated its agreement with Sunderland Capital, LLC, with regard to an equity line of credit. The company's entry into the agreement was previously announced, on or about, February 16, 2009. Also, on or about October 15, 2009, Petroleum Consolidators terminated its letter of intent to acquire an Indian River County, FL gasoline facility. The company's entry into the letter of intent was previously announced on or about April 14, 2009. Further, on or about September 14, 2009, Petroleum Consolidators' agreement with an investment bank to raise certain financing, which was previously announced on or about August 11, 2009, was terminated by the investment bank.




About Petroleum Consolidators



Petroleum Consolidators, based in Palm Beach Gardens, Florida, through its wholly owned subsidiaries Pioneer Realty Group and Gas Retailers is in the business of acquiring retail gasoline facilities. For more information please visit the company's web site at www.petroleumconsolidators.com



Forward-Looking Statements



The statements made in this release that are not historical facts contain forward-looking information that involves risks and uncertainties. All statements, other than statements of historical facts, which address Petroleum Consolidators' expectations, should be considered as forward-looking statements. Such statements are based on knowledge of the environment in which Petroleum Consolidators' currently operates, but because of the factors herein listed, as well as other factors beyond its control, actual results may differ materially from the expectations expressed in the forward-looking statements. Important factors that may cause actual results to differ from anticipated results include, but are not limited to, obtaining necessary approvals, the filing and effectiveness of the registration statement related to the spin off distribution, and other risks.


For further information, contact:

David Cohen

Petroleum Consolidators of America, Inc.

Tel: (561) 483-4440

Email Contact