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ISSG Enters into Definitive Merger Agreement with Advantage Investment Strategies, Inc.


IRVINE, Calif. -- ISSG ISSG Invasive Species Specialist Group (IUCN)
ISSG In-Situ Steam Generation
ISSG Information Strategy Steering Group
ISSG Internet Services Study Group
ISSG Illustrated Shipboard Shopping Guide
ISSG Intelligence Support Steering Group
, Inc. (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:ISGI ISGI International Service for Geomagnetic Indices ) today announced the execution of a definitive agreement and plan of merger with Advantage Investment Strategies, Inc., an NASD NASD

See: National Association of Securities Dealers


NASD

See National Association of Securities Dealers (NASD).
 member broker-dealer.

"We are very excited about the opportunities afforded by the merger with Advantage Investment Strategies and the potential impact the merger may have on increasing stockholder value," stated Terence Davis, President of ISGI.

The agreement and plan of merger provides that, at the effective time of the merger, ISSG Sub, a wholly owned subsidiary Wholly Owned Subsidiary

A subsidiary whose parent company owns 100% of its common stock.

Notes:
In other words, the parent company owns the company outright and there are no minority owners.
 to be formed of ISGI, will merge with and into Advantage Investment Strategies, with Advantage Investment Strategies continuing as the surviving corporation and new wholly owned subsidiary of ISGI. Each share of Advantage Investment Strategies common stock outstanding at the effective time of the merger will be converted into the right to receive a pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share.

In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them.
 portion of 6,000,000 shares of ISGI's common stock and promissory notes promissory note, unconditional written promise to pay a certain sum of money at a definite time to bearer or to a specified person on his order. Promissory notes are generally used as evidence of debt.  in the aggregate principal amount of $300,000. Following completion of the merger, ISGI will have approximately 16.7 million shares issued and outstanding.

The completion of the merger is subject to the satisfaction of several conditions, including the following: (i) NASD approval of the change of control of Advantage Investment Strategies; (ii) the completion of an equity financing Equity Financing

The act of raising money for company activities by selling common or preferred stock to individual or institutional investors. In return for the money paid, shareholders receive ownership interests in the corporation.
 by ISGI of at least $2.5 million; (iii) the granting of an irrevocable proxy by ISGI's majority stockholder, Timothy McDermott, to the stockholders of Advantage Investment Strategies with respect to Mr. McDermott's shares of ISGI common stock; (iv) completion of the transactions contemplated by a stock purchase agreement by and between Joseph Mangiapane and Timothy Nichols with respect to the purchase and sale of the currently outstanding shares of Advantage Investment Strategies; and (v) such other customary conditions with respect to transactions of this type.

At the effective time of the merger, ISGI's current board of directors, prior to each board member's respective resignation, will appoint Joseph Mangiapane, Dan E. Landau lan·dau  
n.
1. A four-wheeled carriage with front and back passenger seats that face each other and a roof in two sections that can be lowered or detached.

2. A style of automobile with a similar roof.
, and Marc Riviello as new members of ISGI's board of directors. In addition, following the new appointment of directors, ISGI will elect Mr. Mangiapane as Chief Executive Officer and Chairman, Mr. Landau as President, and Mr. Riviello as Secretary/Treasurer.

The merger is anticipated to close in the second quarter of 2006.

The directors of both ISGI and Advantage Investment Strategies have independently determined that the merger is fair to their respective stockholders and in the best interests of such stockholders.

A copy of the merger agreement has been filed as an exhibit to a Form 8-K Form 8-K

The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock.


Form 8-K

See 8-K.
 filed on April 18, 2006, which is currently available through the SEC's website (www.sec.gov).

About Advantage Investment Strategies

Advantage Investment Strategies (AIS) is a registered broker-dealer with the U.S. Securities and Exchange Commission and a member of the National Association of Securities Dealers National Association of Securities Dealers (NASD)

Nonprofit organization formed under the joint sponsorship of the investment bankers' conference and the SEC to comply with the Maloney Act, which provides for the regulation of the OTC market.
. Located in Irvine, California Irvine is an incorporated city in Orange County, California, United States. It is a planned city, mainly developed by the Irvine Company since the 1960s. Formally incorporated on December 28 1971, the 69.7 square mile (180.5 km²) city has a population of 202,079 (as of 2007). , AIS provides investment banking, brokerage, and trading services to corporate, institutional, and private clients.

Forward Looking Statements: The statements in this press release regarding the expected time frame for closing of the merger, benefits of the merger, future opportunities and any other effect, result or aspect of the proposed transaction and any other statements, which are not historical facts, are forward looking statements. Such statements involve risks and uncertainties, including, but not limited to, costs and difficulties related to the integration of acquired businesses, the ability of ISGI to close the merger, NASD approval of the change in control, costs, delays, and any other difficulties related to the merger, failure of the parties to satisfy closing conditions, risks and effects of legal and administrative proceedings and governmental regulation, future financial and operational results, competition, general economic conditions, and the ability to manage and continue growth. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. ISGI undertakes no obligation to revise or update such statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Apr 19, 2006
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