SecProbe.io

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                   [NATIONAL HEALTH PARTNERS, INC. LETTERHEAD]

                                                              September 30, 2005

VIA EDGAR AND OVERNIGHT MAIL
----------------------------

Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn:  Mr. Alan Morris, Esq.

         RE:      NATIONAL HEALTH PARTNERS, INC. REGISTRATION STATEMENT ON
                  FORM SB-2, REGISTRATION NO. 333 - 126315
                  -----------------------------------------------------------
Dear Mr. Morris:

         I am writing to you on behalf of National Health Partners, Inc. in
regards to the Registration Statement on Form SB-2, Registration No. 333 -
126315, filed by the company with the Securities and Exchange Commission on June
30, 2005. The company received comments to the registration statement from the
SEC by means of a letter faxed to the company on July 27, 2005.

         Please find enclosed Amendment No. 1 to the Registration Statement on
Form SB-2. In addition, please find below each of the comments provided to the
company by the SEC along with the company's response to each comment. Each
comment is set forth in italics and is numbered to correspond to the numbered
paragraphs in the SEC's comment letter. The company's response to each comment
immediately follows the applicable comment.

         Please note that the company has concurrently submitted an application
for confidential treatment to the Office of the Secretary of the SEC for certain
of the information contained in the agreements filed as Exhibits 10.7, 10.8,
10.9, 10.10 and 10.11 to Amendment No. 1 to the Registration Statement on Form
SB-2.

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.
<PAGE>

         The company has added the appropriate disclosure to the cover page of
the prospectus, the prospectus summary and the plan of distribution. The company
has chosen a fixed price of $1.50 per share, which exceeds the $.40 offering
price previously used in the registration statement to calculate the
registration fee. The company has adjusted the registration fee table to reflect
this increase and wired the additional fee to the SEC prior to filing Amendment
No. 1.

         The company has added a new section to the registration statement
entitled "Determination of Offering Price" which describes the factors
considered by the company in determining the $1.50 per share offering price.

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.

         The company has disclosed its d/b/a of "International Health Partners,
Inc." under "Description of Business - Overview." The company does not operate
under any other trade names.

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.

         The company has provided a detailed discussion of its relationship with
independent marketing representatives under "Description of Business - Marketing
and Distribution - Independent Marketing Representatives." The number of
independent marketing representatives used by the company has been added to this
section, and the amount of fees paid to independent marketing representatives
has been disclosed in this section to the extent practicable. The company has
omitted the percentage of revenues derived from independent marketing
representatives. The company believes that any discussion of such percentages
would be speculative and unreliable as an indicator of the percentage of
revenues the company will derive from independent marketing representatives in
the future because the company has been selling its programs for only a short
period of time and has generated minimal revenues to date.

Risk Factors, page 2

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

         The company has highlighted the going concern opinion in the risk
factor entitled "We have a history of losses and expect to continue to incur
losses through the remainder of 2005."

Overview, page 15

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

                                       2
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         The company believes that it is a "leading national healthcare savings
organization" because the company has over 1 million providers participating in
its CARExpress health savings network and because the company provides a large
number of programs offering a wide range of services, including prescription and
hospital care. Based on the company's internal research, the CARExpress network
is one of the largest health savings networks in the United States and the range
of services provided by the company through the CARExpress network is broader
than those of most of the company's competitors.

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.

         Please note that the company has updated Management's Discussion and
Analysis of Financial Condition and Results of Operations so that the applicable
comparison is between the six-month periods ended June 30, 2005 and 2004. The
company believes that it has described all of the material components of the
change in its general and administrative expenses for these periods. The
remaining portion of the increase in general and administrative expenses that
has not been specifically described in this section is the result of numerous
items that the company believes are immaterial in amount.

         The audit fee that accounted for a portion of the increase in
professional fees for the six-month period ended June 30, 2005 was incurred by
the company during the first quarter of 2005 and was comprised primarily of fees
paid to the company's independent accountant for services performed after
December 31, 2004 in connection with the preparation of the company's audited
financial statements as of and for the fiscal years ended December 31, 2004 and
2003. The company's independent accountants did not perform any audit or
audit-related services during 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.

         The company has prepared its unaudited financial statements for the six
months ended June 30, 2005 in conformity with SAB Topic 11.B and has restated
its audited consolidated financial statements so that they now conform with the
requirements of SAB Topic 11.B. The company has added a new section entitled
"Cost of Sales" under "Comparison of Six-Month Periods Ended June 30, 2005 and
2004" and "Comparison of Fiscal Years Ended December 31, 2005 and 2004" to
describe the material components of the company's cost of sales and the reasons
for the changes in cost of sales between the applicable periods.

                                       3
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8. Please expand the disclosure about commissions received from the sale of
insurance products to discuss, if material, the insurance products.

         The company's revenues to date have consisted almost exclusively of
monthly membership fees received from members of the company's CARExpress
membership programs. To date, commissions received from CARExpress membership
programs sold in combination with third-party insurance products have been
negligible. "Revenues" has been amended to disclose that revenues consist almost
exclusively of the monthly membership fees received from members of the
company's CARExpress membership programs, and to disclose that the company
expects to begin generating commissions from the sale of CARExpress membership
programs sold in combination with third-party insurance products over the next
12 months.

         The company does not sell insurance products. Please see the company's
response to Comment # 20 for clarification on this point.

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.

         The company did not pay any commissions in 2004. The $3,065 of
commissions paid to marketing representatives, brokers and agents during the 6
months ended June 30, 2005 was immaterial to the company, and thus the company
has not provided a discussion comparing commissions paid during the applicable
6-month periods. The company believes that any discussion of the principal
factors bearing on the percentage of revenues represented by commission costs
would be speculative and unreliable as an indicator of the percentage of
revenues that will be represented by commission costs in the future because the
company has just begun to incur such costs and the amount of such costs is
minimal.

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.

                                       4
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         Please see the company's response to Comment #8 for a discussion of
monthly membership fees and commissions from the sale of insurance products.

         The company has added disclosure regarding the amount by which
retailers and outlets, on the one hand, and unions and associations, on the
other hand, contributed to revenues for the applicable periods. The company is
uncertain what impact the difference in the source of revenues is likely to have
on its revenues and costs because the company has only recently begun to
generate revenues and incur costs in connection therewith and because the amount
of such revenues and costs has been minimal to date. The company is unable to
determine the amount of revenues derived in each period from new members versus
recurring revenues from old members because it does not have sufficient
information available to accurately break out revenues in this manner. The
company does not believe it is practicable to quantify the number of members in
each period as the number of members was minimal.

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 of page 20.

         The company has updated its description of general and administrative
expenses and professional fees and believes that it has described all of the
material components of its general and administrative expenses and professional
fees for these periods. The remaining portion of the increase in general and
administrative expenses and professional fees that has not been specifically
described in this section is the result of numerous items that the company
believes are immaterial in amount. The company has removed payroll taxes from
general and administrative expenses and included payroll taxes in salary
expense. The company has provided additional disclosure regarding the nature of
the business transactions and the accounting and marketing activities of January
and February 2004.

12. Please expand the appropriate section to discuss the services of $874,125
from your chief executive officer and any material offsetting expenses.

         The company has provided a description of the services under
"Professional Fees."

Health Savings Industry, page 26

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

                                       5
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         The company has added support in this section 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.

         The company has added disclosure in this section regarding the
long-term care facilities services that it offers.

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.

         The company believes that adding the number of members that the company
currently has and has had at other benchmark dates would not be helpful to the
reader due to the minimal number of members that the company currently has and
has had since its inception. In addition, the company believes that any
discussion of the number of members by sales channel and plan level, and any
discussion of member retention rates, would be speculati