SecProbe.io

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Mail Stop 6010
      July 27, 2005

David M. Daniels, CEO
National Health Partners, Inc.
120 Gibraltar Road, Suite 107
Horsham, PA 19044

Dear Mr. Daniels:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Fee Table
Selling Security Holders, page 56
Plan of Distribution, page 59

1. We note that the company`s common stock does not trade on any
established market.  Provide that selling shareholders will sell
at a
specified fixed price per share until your shares are quoted on
the
OTC Bulletin Board (or other specified market) and thereafter at
prevailing market prices or at privately negotiated prices.
Revise
your prospectus, including your plan of distribution, accordingly.

National Health Partners, Inc., page 1

2. We note in a press release by XRAYMedia.com dated October 23,
2003
that you apparently operated under the name International Health
Partners, Inc. at that time.  Please revise to discuss any former
or
alternative or trade style names you used in the past five years.
3. Please expand the appropriate section to discuss in greater
detail
your relationship with independent marketing representatives, such
as
the number of representatives, the fees paid to them and the
percentage of your revenues from marketing representatives.

Risk Factors, page 2

4. Please expand the appropriate risk factor to highlight the
going
concern opinion.

Overview, page 15

5. Please provide us with support for the reference to "a leading
national healthcare savings organization."

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 15

Comparison of Three-Month Periods Ended March 31, 2005 and 2004,
page
17

6. Please tell us why you only discuss $57,562 of your total
change
of $111,464 in general and administrative expenses.  Please
disclose
the causes of the other significant changes, or tell us why
additional disclosure is not necessary or required.    Please tell
us
why you expensed the fiscal 2004 audit fee of $74,232 in the three
months ended March 31, 2005, and not within fiscal 2004.
7. Please revise to discuss the nature of the significant cost
elements included within your cost of sales.  Please also discuss
the
causes of significant changes in your cost of sales and gross
profit
for each period presented in your financial statements.  Please
note
that you should not present separate line items titled cost of
sales
and gross profit unless your cost of sales line item includes all
expenses related to your cost of sales.  For example, we note that
you exclude all salary expenses and depreciation from your cost of
sales and gross profit.  Please tell us how this presentation
complies with SAB Topic 11.B.
8. Please expand the disclosure about commissions received from
the
sale of insurance products to discuss, if material, the insurance
products.

General and Administrative Expenses, pages 18 and 19

9. Please discuss the amount of commissions paid during each
period,
and the principal factors bearing upon the percentage of revenues
represented by commission costs.

Comparison of Years Ended December 31, 2004 and 2003, page 19

10. We note from your disclosure on page 17 that you derive
revenue
from two sources: monthly membership fees and commissions from the
sale of insurance products.  Please disclose the extent to which
each
source contributed to your revenues in each period presented and
discuss the causes of significant changes in each type of revenue.
For membership fees, we note that you sell the memberships
directly
or through retailers, outlets, unions and associations.  Please
disclose the extent to which each of these sources contributed to
your revenues in the three months ended March 31, 2005 compared to
the same period in 2004.  Please explain why and how the
difference
in the source of your revenues (i.e., direct vs. indirect) impacts
your revenues and costs.  We note the significant reduction in
your
revenues between 2004 and 2003 as a result of a change in the
source
of your revenues.  Please also quantify to the extent practicable
the
amount of revenues derived in each period related to new members
versus recurring revenues from old members.  If practicable,
quantify
the number of members in each period.
11. Please also tell us why you only discuss $172,001 of your
total
change of $328,543 in general and administrative expenses.  Please
disclose the causes of the other significant changes, or tell us
why
additional disclosure is not necessary or required.  Please tell
us
why you include payroll taxes within general and administrative
expenses and not within salary expense.  Due to the significance
of
the amount of professional fees incurred in 2004, please revise
your
discussion of the causes of significant changes for this item to
quantify each of the factors listed to the extent practicable.
Please also disclose in more detail the nature of the business
transactions and the accounting and marketing activities of
January
and February 2004 that you discuss in the first paragraph on page
20.
12. Please expand the appropriate section to discuss the services
of
$874,125 from your chief executive officer and any material
offsetting expenses.

Health Savings Industry, page 26

13. Please provide us with support for the references to $1
billion
and $27 billion.

Our CARExpress Membership Program, page 27

14. Your website discusses long term care facilities as providers.
Please discuss this aspect of your provider network and member
benefit.
15. At an appropriate place please discuss the number of members
you
have at relevant benchmark dates.  Break down the number by sales
channel and plan level.  Discuss your member retention rate.
16. Please discuss, if material, how your program would be of
interest to persons enrolled in large publicly-funded health
insurance/care programs such as Medicare, Medicaid and the
Veterans
Health Administration.
17. Please discuss how the provider verifies that the membership
is
currently valid.
18. Please discuss in greater detail your arrangement with your
contract partner, such as identify the contract partner and
discuss
the material terms of your agreement with the contract partner.

CARExpress Insurance Programs, page 32

19. Please discuss the material terms of your agreement with
National
Health Brokerage Group.
20. The disclosure on page 33 about the insurance products you
offer
conflicts with disclosure elsewhere in your document, such as
pages 6
and 28, about insurance.  Please advise or revise.

Suppliers, page 35

21. Please provide a description of the provider services you
utilize
from each of your principal suppliers.  Also, discuss the material
terms of your agreements with preferred provider organizations.

Marketing and Distribution, page 35

22. Please describe what you refer to as "healthcare contacts
linked
to our executive officers."  Explain the significance of these
contacts in securing and maintaining supplier relationships.
23. Please describe in greater detail the arrangements you have
with
retailers such as commission structure and incentives.  Describe
the
methods they use to sell your memberships.  Provide similar
information for unions and associations, and small business and
trade
associations.
24. Please disclose how small businesses, trade associations,
unions
and associations are compensated for distributing your product.
25. Please identify by name your principal marketing partners.
26. Please describe your success with each principal distribution
channel to date.
27. Please revise to describe the "network marketing" operations
of
your representatives.  We note discussion later of regulation of
this
business practice.

Customer Service, Training and Support, page 37

28. Please provide us with support for the reference to "superior
customer support."
29. Please disclose the number of service agents as of the most
recent practical date.

Technology, page 38

30. Please quantify the "substantial investments."
31. Please explain the term "genealogy reporting."

Competition, page 39

32. Please provide a comparative description of products,
services,
promotional incentives and prices with your principal competitors.

Regulatory and Legislative Issues, page 40

33. Please describe the "current regulations in certain states"
that
limit your ability to operate.
34. Please describe the "recently enacted or introduced
legislation
and/or regulations" that may affect your selling methods.
Describe
how you will be affected to the extent practical.
35. Please expand the first paragraph on page 42 to clarify the
reference to "certain markets" such as which markets and whether
such
markets are applicable to your business.
36. Please clarify why you believe you are not currently required
to
comply with HIPAA.  Also, clarify the references to "certain of
these
regulations" and "certain aspects," such as which regulations and
which aspects.  In addition, please tell us why you have not
included
a risk factor that highlights this matter.

Employees, page 43

37. Please clarify whether management executives, and call center
and
other customer service personnel are included in the total
employee
count of nine.

Properties, page 43

38. Please file material leases as exhibits to the registration
statement.
Management, page 44

39. Please expand the appropriate section to clarify the nature
and
scale of the company`s business operations prior to 2004.  For
example, the statement of operation for 2003 shows a total of only
$160,000 for all salaries and general and administrative expenses.
Also, expand the disclosure to clarify the nature and extent of
the
duties of Mr. Folts and Ms. Bathurst during that period.
40. Please describe in greater detail the nature and extent of the
"financing and management consulting services" provided by Mr.
Daniels from 1998 to 2004.

Security Ownership of Certain Beneficial Owners and Management,
page
50

41. Please add a risk factor to highlight the control of the
officers
and directors.
42. Please clarify your relationship with Ronald Westman and Jay
Rosen.
43. Please disclose the exercise price of the warrants and
options.

Shares Eligible for Future Sale, page 54

44. Please expand the second paragraph to clarify the number of
shares subject to outstanding warrants and options that will be
freely tradable upon exercise.
45. Please state the warrant expiration date(s) and exercise
price(s).
46. Disclose any offering period restrictions.  For example, we
note
in Item 26 of the registration statement that the exercisability
of
some warrants expires after a fixed period following effectiveness
of
this registration statement.

Rule 144, page 54

47. Please clarify the final sentence in this subsection.

Selling Security Holders, page 55

48. Please disclose the transactions in which the registered
shares
were acquired by each selling shareholder.
49. Please tell us whether any of the selling shareholders are
broker-dealers or affiliates of broker-dealers.
50. Please describe any position, office or other material
relationship that each selling security holder has had within the
past three years with you or any of your predecessors or
affiliates.
See Item 507 of Regulation S-B.

Registration Rights, page 55

51. Please file the registration rights agreement, as well as any
securities sales agreements to the extent required by Reg. S-B
Item
601(b)(10).

Where you can find more information, page 64

52. Please clarify the last paragraph of this section about your
listing.
Annual Financial Statements, page F-1

Consolidated Statements of Stockholders` Equity, page F-6

53. Please reconcile the descriptions, number of shares, and
related
amounts in 2004 to your disclosures of equity transactions on
pages
22 and II-2.

Note 1. Nature of Organization, page F-9

a. Organization and Business Activities, page F-9

54. Please explain to us in more detail the structure of your
relationship with marketing representatives.  Tell us the nature
and
significant terms of these relationships and any related
agreements.
Discuss whether or not these representatives must pay you any
initial
or ongoing fees as a result of their relationship to you.

e. Basic Loss Per Share, page F-9

55. We note your disclosure that the Company has excluded
10,724,791
common stock equivalents for the year ended December 31, 2004.
Please revise to discuss why these shares have been excluded from
the
computation of basic loss per share.

g. Revenue Recognition, page F-11

56. We note that you record revenue upon the receipt of payment.
Please tell us why you believe that this revenue recognition
method
is appropriate and consistent with U.S. GAAP.   Explain methods of
billing, timing of receipt of payment, and the related timing of
the
services you provide.  Discuss why you refer to pre-billing
revenues
and recording a deferral for the amount.  We note no accounts
receivable.  Please explain the entries you record for this
transaction.  Tell us and disclose the nature of any refund
obligations, rights of return, money-back guarantees, etc. and how
you account for those obligations and why.  Cite the accounting
literature upon which you relied.  Discuss how you considered both
the accounting and disclosure requirements of SAB Topic 13.A,
Question 4(a) and why.  Reconcile with the disclosures on page 16.

57. We note from page 36 that you are offering features to
encourage
new subscribers to try out CARExpress membership programs,
including
early cancellation privileges, refund guarantees and trial periods
of
free or discounted membership.  Please tell us and disclose the
nature of these programs and how you account for them.  Cite the
accounting literature upon which you relied and explain how you
applied that literature to your situation.  Tell us the extent to
which you offered the programs in the periods presented, including
interim periods in fiscal 2005.
58. Please tell us and disclose the significant terms of your
agreements with health care providers and how you account for
those
agreements and why.

h. Newly Issued Accounting Pronouncements, page F-11

59. Since you are a small business issuer, it appears that you
must
adopt SFAS 123R as of the beginning of your annual reporting
period
that begins after December 15, 2005.  Please revise and clarify
when
you plan to adopt the new statement.  You should clearly describe
in
MD&A the change in accounting policy that will be required by
Statement 123R in subsequent periods and the reasonably likely
material future effects.  See SAB`s 74 and 107 and
www.sec.gov/news/press/2005-57.htm.

k. Fixed Assets, page F-13

60. We note that you have capitalized costs related to your
website.
We note in your discussion of results of operations on page 18
that
you also expense a portion of your website development costs.
Please
tell us how you have considered the guidance in EITF 00-2 in
accounting for your website development costs.

Note 3. Accrued Expenses and Note 4. Notes Payable, page F-14

61. We note that you have accr