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Guardian Angel Group Inc. (GAGI)
Written by: J. Pestke (03/08/2010)
(These comments are my own views and should not be taken as suggestions or implications. Any and all statements made are solely my own opinion. Make your own trades, don’t follow mine!)

Current Business Model

Business Description
Guardian Angel Group Inc., formerly Lonestar Group Holdings Company, is the parent company of Intra Mental Health Care Services. (http://www.IMHCS.org)

Business Location
Guardian Angel Group, Inc.
4606 FM 1960 West Suite 400
Houston, Texas 77069

Share Structure (As of 10/28/09)
Authorized Shares (AS) = 75,000,000
Outstanding Shares (OS) = 38,000,000
Float = 23,000,000

Subsidiary Description
“Intra Mental Health Care Services is a community based mental health and mental retardation center located in 11 different States. It provides a variety of behavioral health care services to people with mental illness, mental retardation, developmental delays and chemical dependency.

Mental Health and Substance Abuse Service Systems provide quality services and support that:
• Facilitate recovery for adults and resiliency for children.
• Are responsive to individuals’ unique strengths and needs throughout their lives.
• Focus on prevention and early intervention.
• Recognize, respect and accommodate differences as they relate to culture, ethnicity, race, religion, gender identity and sexual orientation.
• Ensure individual human rights and eliminate discrimination and stigma.
• Are provided in a comprehensive array by unifying programs and funding that build on natural and community supports unique to each individual and family.
• Represent collaboration with other agencies and service systems.” 1

Subsidiary Location
Intra Mental Health Care Services, Inc.
6701 Democracy Blvd. Suite 300
Bethesda, Maryland 20817


Image 1: Guardian Angel Group Corporate Structure
Pending Business Model

Business Description
Guardian Angel Group Inc. is currently in talks to complete a merger with Healthcare of Today. “Guardian Angel Group has signed a letter of intent to acquire Regen Acquisition Corp., a wholly-owned subsidiary of Healthcare of Today, in a stock exchange transaction. On closing of the acquisition, GAGI will become a subsidiary of Healthcare of Today.”2

Parent Company Description
“Healthcare of Today, Inc. is a holding company focused on acquiring and developing a network of integrated companies primarily within the Healthcare Industry. Our family of companies promote health and well-being at all stages of life. We believe in providing excellent services and care, delivered with integrity and compassion. We know that one size does not fit all, and Healthcare of Today is committed to customizing our care across our healthcare network, to meet your family’s needs.” 3

Mental Health and Substance Abuse Service Systems provide quality services and support that:
• Facilitate recovery for adults and resiliency for children.
• Are responsive to individuals’ unique strengths and needs throughout their lives.
• Focus on prevention and early intervention.
• Recognize, respect and accommodate differences as they relate to culture, ethnicity, race, religion, gender identity and sexual orientation.
• Ensure individual human rights and eliminate discrimination and stigma.
• Are provided in a comprehensive array by unifying programs and funding that build on natural and community supports unique to each individual and family.
• Represent collaboration with other agencies and service systems.

Parent Company Location
Healthcare of Today, Inc.
2219 W. Olive Ave #266
Burbank, California 91506

General Statements
• Healthcare of Today (HOTI) recently filed form S-1, requesting the issue of 15,000,000 shares at the proposed price of $18/share. Total proceeds would thus be $270,000,000 if the offering price is completed successfully. Of this, $75M would be used to develop existing Healthcare facilities, $60M would be used to develop and acquire future subsidiaries, $32M would be used to pay off existing debts, and $40M would be used for current operating expenses.
o This offering would dilute the common shares by approximately 11.9%, if successful.
o There is currently no publicly traded market for shares of HOTI.
o Company exhibits a substantial degree of debt, but has managed to acquire a multitude of companies during the slow economy. This is expected during their growth phase. 4

• HOTI is subdivided into 5 primary divisions
o Biotechnology / Advanced Health Sciences
o Educational and Career Services
o Energy
o Healthcare Services and Facilities
o “Other” ? Developers & Property investments

• HOTI recently acquired SK3 Group (SKTO), the parent company of several healthcare subsidiaries.
o HOTI will transfer all current “Healthcare Services and Facilities” subsidiaries to SKTO.
? SKTO will manage the subsidiaries and report directly to HOTI
? SKTO currently undergoing name change to become “Healthcare of Today Services”

• The GAGI/HOTI merger will yield similar results shown in SKTO.
o GAGI will acquire Regen Acquisitions, through an all stock purchase. (Regen Acquisitions is now a partner with Regenetech, which was recently purchased by HOTI for $100M.) It is unclear if existing stock will be used or if new shares will be issued. This is a major point for consideration, and should be addressed by the company.
o GAGI will be absorbed into the HOTI business model and head the “Biotechnology and Advanced Health Services” group. (Complete descriptions below)
o GAGI may see a similar name change to SKTO, to create a “Healthcare of Today Biotechnology” division. (Note: This is merely speculation.)
o All future acquisitions made by HOTI in the biotechnology sector would fall under control of GAGI and it’s directors.

Xenotis Description (pending subsidiary of GAGI)
“Xenotis is a vibrant player in the arena of advanced human tissue engineering. The Australian company has been involved in proprietary tissue scaffolds and processing technology since the late 1980’s. Other medical devices and products in the company’s tissue engineering portfolio include a range of tissue-engineered grafts, replacement blood vessels, ligaments, and heart valves.” 5

• Recently acquired by HOTI for $40M.

Regenetech Description (pending subsidiary of GAGI)
“Regenetech, a Houston-based biotechnology company, has established a significant position as a world leader in adult stem cell technology. It has licensed 13 patents from NASA for the expansion of adult stem cells in a simulated weightless environment, and through it’s own research efforts has obtained several hundred patents and patent applications throughout the world.” 6

• Recently acquired by HOTI for $100M.

Medical Inventors Group Description (pending subsidiary of GAGI)
“Medical Inventors Group develops and markets products to the consumer market, including a patient-actuated response system (“PAVS”) that allows communications between doctors, nurses, and their patients when language barriers or impairment exists.” 7

Aequorea Vision Medical Description (pending subsidiary of GAGI)
“Aequorea Vision Medical has developed advanced diagnostic screening equipment for Human Papillomavirus (HPV) and Bovine Papillomavirus (BPV). AVM’s technology offers hope of affordable, efficient, real-time diagnosis for patients and their healthcare providers. AVM’s diagnostic equipment allows healthcare providers to progress beyond the 60-year-old Pap Smear test to “see and treat” patients on the spot with advanced technology and on-premises equipment. AVM’s work also has direct application to the multi-billion dollar equine industry, as BPV causes sarcoid tumors in horses and cattle. AVM’s devices are suitable for both in-office and remote location testing.” 8

Key Closing Comments
• Merger appears imminent, very similar to SKTO acquisition
• GAGI (after re-named to a division of HOTI) will be the parent company for Xenotis, Regenetech, Medical Inventors Group, Aequorea, and Intra Mental Health Care Services. This is a huge increase in their portfolio.
• Future HOTI acquisitions in the biotechnology sector will fall under GAGI.
• Any outstanding HOTI debt may be eliminated by IPO (separate from GAGI, will not dilute shares either before or after merger is complete.)

Image 2: Healthcare of Today Corporate Structure (pending)
Sources


1. http://www.imhcs.org/services.html

2. http://www.tradingmarkets.com/news/press-release/gagi_guardian-angel-group-guardian-angel-group-announces-letter-of-intent-with-healthcare-of-today-761100.html

3. http://www.healthcareoftoday.com/Home

4. http://www.docstoc.com/docs/21710533/Public-Offering-Registration---HEALTHCARE-OF-TODAY-INC---7-17-2009

5. http://www.healthcareoftoday.com/Company/Description/Xenotis

6. http://www.healthcareoftoday.com/Company/Description/Regenetech

7. http://www.healthcareoftoday.com/Company/Description/Medical-Inventors-Group

8. http://www.healthcareoftoday.com/Company/Description/Aequorea-Vision™-Medical