SecProbe.io

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<TYPE>LETTER
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Mail Stop 6010
      October 21, 2005

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

      Re:	National Health Partners, Inc.
      Amendment No. 1 to Registration Statement on Form SB-2
      Filed September 30, 2005
		File No. 333-126315

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.

      Page references are to the marked copy furnished.

Risk Factors, page 3

1. Please add a risk factor or risk factors that highlight that
the
trading price of your common stock may not be related to the
offering
price.  Also, quantify the average cost of the shares being sold
by
your selling shareholders.
2. Please add a risk factor that highlights the issuance of shares
to
consultants and the related risk, such as dilution.

We are an early stage company with an unproven business model ...
prospects, page 3

3. We note your responses to prior comments 9, 10, 15, 25 and 26.
Please revise this section to clarify when the company or its
predecessors began implementing the business plan and the current
state of operational development of that plan.  We note that
although
your provider contracts were signed as early as April 2001 you
still
have only limited revenues.

We have a history of losses and ... losses through the remainder
of
2005, page 3

4. We note that you revised the disclosure about being
unprofitable
in the near term to losses through the remainder of 2005.  Please
tell us why the disclosure changed, such as whether you recently
entered into material contracts.
5. Please add or expand the appropriate risk factor to highlight
the
compensation you are obligated to pay to your executives.  Also,
expand your MD&A to include the amount you are obligated to pay
and
the source of funds for these obligations.

Our use of independent marketing representatives ... state
regulations, page 7

6. Please clarify whether the bullets in this risk factor relate
to
you or the marketing representatives.

Disclosure Regarding Forward-Looking Statements, page 17

7. Please revise your disclosure here and throughout the document
to
eliminate all references to the cited safe harbor, as it does not
apply to statements made by non-reporting companies.

Overview, page 18

8. Please refer to prior comment 5.  Please revise the references
throughout the filing to the "leading" and "largest," such as a
"leading national healthcare organization" and "one of the largest
and most comprehensive healthcare savings networks in the United
States."  In the alternative, please provide us with support for
the
statements.  Also, balance your disclosure concerning affiliations
with "some of the largest ... networks in the country" to describe
the lack of exclusivity in provider contracts.

Critical Accounting Policies, page 18

9. We note that you have revised your critical accounting policies
to
include revenue recognition as your only critical policy.  In
light
of the fact that you utilize stock and stock options as
consideration
for services rendered to your company, it appears that stock-based
compensation to employees and consultants would qualify as a
significant accounting estimate.  As appropriate for an investor
to
better understand the significant estimates and assumptions
involved
in the application of GAAP, revise your disclosure to discuss the
significant estimates inherent in valuing stock-based compensation
or
tell us why you do not believe this disclosure is necessary.
Refer
to the interpretative MD&A guidance in our Release 33-8350.

Comparison of Years Ended December 31, 2004 and 2003, page 21

10. We have reviewed your response to prior comment 10.  We note
that
you are unable to determine the amount of revenues derived in each
period from new members versus recurring revenues from old members
because you do not have sufficient information available to
accurately break out revenues in that manner.  However, we note
your
disclosure that the number of members is minimal.  We also note
your
disclosures on page 38 that you pay your provider networks the
greater of a flat fee or a monthly rate based on the number of
CARExpress members utilizing the network.  Please tell us why you
cannot provide this information requested.
11. We have reviewed your response to prior comments 53 and 69
wherein you stated that you have omitted the disclosure of the
shares
not issued for cash from your liquidity and capital resources
discussion.  Due to the fact that you issued stock for services,
please disclose the amount of shares and compensation expense
recorded for each such issuance in your results of operations
discussion for all periods presented.

General and Administrative Expense, page 22

12. Please refer to prior comment 9.  Your response that
commission
totaled $3,065 in the six months in 2005 and none in 2004 is
inconsistent with your prior disclosure that commissions increased
by
$5,540 comparing 3 months ended 2005 with 2004.  Please advise.

Professional Fees, page 22

13. Please discuss in greater detail the increase of $395,727.
For
example, describe the services provided.  Also, expand page 24 to
clarify the reference to the "various business transactions" such
as
which transactions.

Liquidity and Capital Resources, page 27

14. Please clarify how you used the proceeds from your private
placements in 2004 and 2005.

Description of Business, page 31

15. Please expand the appropriate section to discuss the material
terms of your agreements with consultants.

Healthcare Industry, page 31

16. Please refer to prior comment 13.  Please provide us a copy of
the authoritative source cited in this section.  Mark for ease of
reference the portions you believe support your disclosure.  Also,
provide us with support of your ability to address the entire
market.
Also, state your approximate market share for the operating
periods
presented.  Also, provide support for the references on page 34 to
one million providers, and 70% of doctors and hospitals and 90% of
pharmacies.

Overview, page 33

17. Please clarify how the "underlying principles," specifically i
and ii, as explained in bullet points 2, 3 and 4, provide benefits
to
targeted customers.  Please revise to explain why you believe
these
"principles" are significant to your business model and the appeal
of
your product.

Our CARExpress Membership Programs, page 34

18. Please refer to prior comment 15 and your response.  As
previously requested, quantify the number of members.  Otherwise,
please disclose why you are unable to provide such disclosure.
19. Please quantify the amount of your revenues related to each of
the six networks.

CARExpress Insurance Programs, page 41

20. Please refer to prior comment 20.  Please expand the
appropriate
sections, such as regulation and risk factors, to discuss in
greater
detail the regulation of insurance products you intend to offer
and
the related risks.  Also, describe the insurance products you
intend
to offer if they differ from the three products on page 42.

Sales Channels, page 43

21. Please refer to prior comment 23.  Please identify the
principal
retail chains and outlets you have contracted with and state the
number of stores which sell your products.  Briefly describe the
principal contract terms, including exclusivity.  If you do not
have
material contracts in place so state.  Provide similar information
regarding unions and associations.

Suppliers, page 45

22. Please expand upon the lack of exclusivity of the provider
contracts to describe whether it may limit or impact your ability
to
price and sell memberships.  If applicable, also discuss in the
Risk
Factors section.

Marketing and Distribution, page 47

23. Please refer to prior comments 3 and 26.  Please discuss the
amount of your revenues from each of the five items discussed on
pages 47 and 48.

Independent Marketing Representatives, page 47

24. Please clarify whether the independent marketing
representatives
are individual persons or organizations.  If organizations, how
many
persons are actively marketing your product?
25. Please clarify the disclosure about the representatives, such
as
who they are and how they go about selling your products.  Please
revise to describe the methods and circumstances the
representatives
utilize to identify prospective customers and effectuate sales.
Do
these persons sell other products and services?  Do they sell
competitors` products?  Are they engaged in other unrelated
business
activities?
26. Please refer to prior comment 27.  Please briefly discuss why
there are five levels of marketing representatives.  Also, revise
the
risk factors and page 54 to clarify whether the number of such
levels
may be affected by the marketing laws and regulations.  In
addition,
clarify the reference to "override commissions" and quantify the
"bonus pools" and "certain levels of enrollments to receive
additional commissions."

Customer Service Training and Support, page 49

27. Please refer to prior comment 30.  Please expand the first
sentence of the carryover paragraph at the bottom of page 49 to
quantify the significant investment.

Insurance Regulation, page 52

28. Please refer to prior comment 34.  Please clarify, if
applicable,
whether states have enacted legislation that may affect the manner
in
which you sell your products.

Marketing Laws and Regulation, page 54

29. Please refer to prior comment 35.  Please discuss in greater
detail the regulations that affect your business, such as limits
on
royalties.  In addition, clarify the phrase "directly sponsored."
Also, tell us why you deleted the second paragraph of this
section,
such as your review of the requirements and your belief about
compliance.

Health Insurance Portability and Accountability Act, page 54

30. Please refer to prior comment 36.  Please revise the next to
last
sentence of this section to describe the effect to the extent
practical.  Also, we note the disclosure that the regulations are
new
conflicts with the disclosure that the Act became effective in
2003.
Please revise.

Management, page 57

31. Please refer to prior comments 2 and 40.  Please clarify the
relationship, if any, between XRAYMEDIA and you.

32. Please file as exhibits the employment agreements with Mr.
Soufflas and Mr. Taylor.  Also, discuss the business experience of
Mr. Soufflas from October 2002 until April 2004.

Board of Directors, page 58

33. Please revise this section to clarify that you only have one
director.  Also, tell us why the other two directors recently
resigned.

Summary Compensation Table, page 60

34. Please refer to prior comment 12.  Please revise the table to
include the $874,125 paid to Mr. Daniels in 2004.

35. Please revise footnote 3 to describe in greater detail the
compensation in the "All Other Compensation" column.  See
Instruction
1 to Item 402(b) (2)(iii)(C) of Regulation S-B.

Security Ownership of Certain Beneficial Owners and Management,
page
65

36. Please update the disclosure in this section.

Certain Relationships and Related Transactions, page 66

37. Please provide the disclosure required by Item 404 of
Regulation
S-B.  For example, we note the transactions with Mr. Westman in
September 2005.  As another example, expand the disclosure on page
66
to discuss, if applicable, the agreement with your former officer.
We note the disclosure on pages 65 and F-40.
38. Please disclose whether the terms of the transactions
discussed
in this section are as fair to you as could have been made with
unaffiliated parties.

The Offering, page 73

39. The number of shares registered for resale in the first full
paragraph on page 76 conflicts with first sentence and the 50%
reference in the carryover paragraph at the bottom of page 75.  We
note similar discrepancies regarding the number of shares
registered
for resale in the June 2005 offerings.  Please revise.  Also,
clarify
whether there is any penalty related to registering for resale
only
650,000 shares.
40. Please refer to prior comment 73.  Please expand the
disclosure
on pages 75 and 76 to discuss the cash payment on September 16,
2005.
41. Please expand the last paragraph on page 77 to describe the
"consulting services to be rendered."  Also, quantify the value of
the services.

Determination of Offering Price, page 78

42. Please discuss the all material factors that you considered in
determining the initial public offering price.  For example, we
note
the reference to "several factors, but not limited to the
following"
and the transactions on pages 73-78.

Selling Security Holders, page 79

43. Please refer to prior comment 48.  Please confirm that you
have
already issued the options and warrants and are registering for
resale the related common shares.  Also, tell us why you are
registering for resale shares at this time that may not be issued,
such as the shares related to Trident.
44. Please refer to prior comment 49.  Please disclose, if true,
that
the affiliates purchased in the ordinary course of business, and
at
the time of the purchase of the securities to be resold, the
sellers
had no agreements or understandings, directly or indirectly, with
any
person to distribute the securities.  Also, revise the disclosure
to
clarify that the broker-dealer is an underwriter.

Annual Financial Statements, page F-1

Consolidated Statements of Stockholders` Equity, page F-5

45. We have reviewed your response to prior comment 62.  Revise
your
statements of stockholders` equity to separately present the
issuance
of 1,748,250 shares of common stock to your CEO, as it does not
appear that the stock was issued for services, but rather as a
sign-
on bonus.  Furthermore, since the CEO is an employee of the
company,
revise the consolidated statements of operations to present the
expense associated with this stock signing bonus as salary expense
rather than professional fees and revise Note 7 and your MD&A
discussion accordingly.

Note 1. Nature of Organization, page F-8

a. Organization and Business Activities, page F-8

46. We have reviewed your disclosure in response to prior comment
54.
The disclosure does not appear to address our prior comment.
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 initial or ongoing fees
as
a result of their relationship to you.

47. Please note that the information concerning your organization
and
business activities is included in an audited footnote to the
financial statements.  The current disclosure appears to contain
some
information that is more appropriately presented in the
description
of your business (see page 31) and not the footnotes to your
financial statements.  Please revise or advise.

g. Revenue Recognition, page F-11

48. We have reviewed your response to prior comment 56.  Please
tell
us the journal entries that you record when a customer`s account
is