SecProbe.io

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                 [LETTERHEAD OF NATIONAL HEALTH PARTNERS, INC.]

                                                              December 9, 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. AMENDMENT NO. 2 TO 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 Amendment No. 2 to the Registration Statement on Form SB-2,
Registration No. 333 - 126315, filed by the company with the Securities and
Exchange Commission on November 7, 2005. The company received comments to the
registration statement from the SEC by means of a letter faxed to the company on
November 23, 2005.

         Please find enclosed Amendment No. 3 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 provided additional disclosure in this
letter subsequent to its responses to each of the comments to assist you in
reviewing additional changes reflected in Amendment No. 3 to the Registration
Statement on Form SB-2.

         Please also note that the company previously submitted an application
for confidential treatment to the Office of the Secretary of the SEC
concurrently with the filing of Amendment No. 1 to the Registration Statement on
Form SB-2 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. The company received comments to the
application from the SEC by means of a letter faxed to the company on November
15, 2005. The company has concurrently submitted a revised application for
confidential treatment to the Office of the Secretary for the information
contained in these exhibits and, in connection therewith, has filed a revised
version of Exhibit 10.11 in response to the SEC's comments.

<PAGE>

Securities and Exchange Commission
December 9, 2005
Page 2

We have significant contractual obligations ... page 4

1.       We note at page 38 that you do not expect currently available cash
         resources to meet the company's needs over the next 12 months, and that
         you "have not made any arrangements" for raising new capital.

         o        Please add a new risk factor or revise this risk factor to
                  describe these liquidity risks.

         o        Please revise the caption and discussion to reflect that you
                  will need to raise additional capital in the near term.

         The company has revised this risk factor to describe these liquidity
         risks, and has revised the caption and discussion to reflect that it
         will need to raise additional capital in the near term.

2.       The disclosure on page 4 about employment agreements with Messrs.
         Soufflas and Taylor conflicts with the disclosure on page 15.

         The company has revised the disclosure in this risk factor to clarify
         that, while Mr. Soufflas and Mr. Taylor are employed as executive
         officers of the company, they are not parties to written employment
         agreements with the company.

We have a history of losses and ... losses through the second quarter of 2006,
page 4

3.       Please refer to prior comment 4. Briefly discuss the basis for your
         statement of expected profitability in the second quarter of 2006. In
         this regard, we note disclosure elsewhere you expect substantially
         increased operating costs. We also note uncertainties regarding future
         sales levels and member retention rates. Do you have a membership level
         for expected break-even net income?

         The company has added disclosure regarding its statement of expected
         profitability in the second quarter of 2006. The company has also added
         additional disclosure regarding profitability and the projected
         membership level necessary for break-even net income under "Outlook" of
         its MD&A.

         The company notes that it has revised the document to reflect that
         while the company currently expects operating costs to increase over
         the next 12 months, it does not expect them to increase "substantially"
         from current levels. This revision is the result of the company's
         reevaluation on the date of filing of what it expects its future
         operating expenses to be in comparison to what they were on the date of
         filing, rather than the result of in a change in forecast by the
         company regarding its future operating expenditures.

<PAGE>

Securities and Exchange Commission
December 9, 2005
Page 3

Critical Accounting Policies, page 18

4.       We have reviewed your response to prior comment 9 and note that you
         have revised your critical accounting policies to disclose how you
         account for stock-based compensation. Revise further to indicate why
         you believe this is a critical accounting policy/estimate.
         Specifically, revise to discuss the assumptions inherent in estimating
         the fair value of stock-based compensation and disclose the
         methodology/model that you use to determine fair value of stock options
         and warrants. Please refer to Question 5 of SAB Topic 14.D.1.

         The company has revised the critical accounting policy relating to
         stock-based compensation as requested.

Recent Developments, page 23

5.       Please discuss briefly the price level of memberships currently in
         force. For example, using your figures of 2,500 members at November 1,
         2005 and revenues estimated at $39,500 for October 2005, it appears the
         approximate revenue per member for that month is $15.80. Also, how is
         this figure affected by free trial periods?

         The company has added disclosure describing the price level of
         memberships currently in force, the manner by which this level is
         affected by free trial periods, and the method by which membership fees
         are recognized as revenue under "Operational Metrics" in its MD&A.

6.       Please discuss briefly your success ratio of converting free trial
         memberships to paying memberships. Briefly discuss at what point in the
         process you obtain billing information.

         The company has added disclosure of the requested information under
         "Operational Metrics" in its MD&A.

7.       Please revise to discuss the contribution of revenues from your sales
         channels, other than independent marketing representatives, during the
         same periods.

         The company has revised the first paragraph of this section to discuss
         the contribution of revenues from its other sales channels during the
         same periods as requested. The company notes its more detailed
         discussion of the contribution of revenues from its sales channels
         provided under "Comparison of Nine-Month Periods Ended September 30,
         2005 and 2004 - Revenues" in its MD&A.

Operational Metrics, page 24

8.       Please revise the first paragraph to clarify how many months' revenues
         are offset by commissions and other costs of obtaining a new member.

         The company has revised the first paragraph of this section as
         requested.
<PAGE>

Securities and Exchange Commission
December 9, 2005
Page 4

Contractual Obligations, page 39

9.       We note that you have provided a table of contractual obligations as of
         June 30, 2005. While Item 303 of Regulation S-B does not require you to
         present this information, if you do elect to provide a table of
         contractual obligations, it should comply in all significant respects
         with the requirements of Item 303(a)(5) of Regulation S-K.

         The company has revised its interim financial statements to reflect
         that its notes payable are all current liabilities of the company since
         they are due within the next 6 months. As a result, the company
         believes that the table of contractual obligations complies in all
         significant respects with the requirements of Item 303(a)(5) of
         Regulation S-K. The company notes that it has added disclosure
         regarding its indebtedness to third parties under "Liquidity and
         Capital Resources" in its MD&A and under the risk factor now entitled
         "We will need to raise additional funds in the future to cover our
         long-term contractual obligations, notes payable and operating
         expenses, which funds may not be available or, if available, may not be
         available on acceptable terms."

Our CARExpress Healthcare Solution, page 43
Overview, page 43

10.      Please refer to prior comment 17. As previously requested, please
         clarify how the "principles" stated in the first sentence of
         subparagraphs i and ii, and the second clause of iii are addressed by
         your product.

         The company has further revised this section to clarify how these
         principles are addressed by the company's products.

Sales Channels, page 51

11.      Please refer to prior comment 21. Please revise this section to
         describe the current extent and status of your utilization of the sales
         channels discussed.

         The company has revised this section to describe the current extent and
         status of its utilization of the sales channels discussed.

Suppliers, page 52

12.      Refer to prior comment 22 and your response. Please revise to disclose
         the information in the final sentence of your response regarding
         industry practice.

         The company has revised the disclosure in the first paragraph of this
         section to disclose the industry practice regarding exclusivity as
         noted in the company's response to prior Comment No. 22.

<PAGE>

Securities and Exchange Commission
December 9, 2005
Page 5

Independent Marketing Representatives, page 55

13.      Please quantify the reference to "several" marketing representatives.

         The company has revised the reference to "several" as requested to make
         it consistent with the first sentence of this paragraph. The company
         notes that the sentence previously containing the term "several" is now
         the first sentence of the third paragraph in this section.

14.      Please clarify the amount of the "upfront" commission and how it is
         calculated. Clarify how the ongoing commissions are calculated.

         The company has clarified in this section the amount of the up-front
         fees paid to marketing representatives and the manner by which the
         up-front fees and commissions are calculated.

Overview, page 22

15.      We note the disclosure on pages 5 and 7 about your relationship with
         Trident. Please expand the appropriate section to discuss the material
         terms of the agreements with Trident Marketing and Hispanic Global LLC,
         such as the right to exercise options based on revenues and
         commissions.

         The company has added disclosure under "Description of Business -
         Marketing and Distribution - Independent Marketing Representatives"
         regarding the material terms of its agreements with Trident and
         Hispanic Global.

16.      Please discuss Trident's methods and capacity to market your product.
         Does Trident also market your competitors' products? To the same
         prospects? How does it generate prospects and what are the sale
         methods? If material to understanding Trident's capacity, describe its
         recent history and the size and scope of its operations. Provide
         similar information regarding Hispanic Global.

         The company has added disclosure under "Description of Business -
         Marketing and Distribution - Independent Marketing Representatives" in
         response to this request to the extent material to an understanding of
         Trident's and Hispanic Global's methods and capacity to market the
         company's products.

17.      Please disclose any material relationships among the company, Trident
         and Hispanic Global, apart from the marketing agreements.

         There are no other material relationships among the company, Trident
         and Hispanic Global apart from the marketing agreements and
         arrangements described in the prospectus.
<PAGE>

Securities and Exchange Commission
December 9, 2005
Page 6

Certain Relationships and Related Transactions, page 75

18.      Please refer to prior comment 37. Please discuss the material terms of
         the agreements with Messrs. Bowers and Lozano.

         The company has provided additional disclosure to this section
         regarding the material terms of its consulting agreements with Mr.
         Bowers and Mr. Lozano.

19.      We reissue prior comment 38. Please disclose in the prospectus the
         information you included in your response.

         The company has disclosed in the prospectus the information that it
         included in its response to prior Comment No. 38.

Selling Security Holders, page 88

20.      Please refer to prior comment 43. Please clarify which criteria you
         have achieved and the number of shares registered for resale related to
         the achievement.

         The company has clarified that no criteria have been achieved as of
         December 5, 2005 and that none of the shares being registered for
         resale have vested as of that date.

Experts, page 103

21.      We note that the audit opinion refers to the years ended December 31,
         2003 and 2004. Please revise to include references to all periods
         audited by your auditors.

         The company has revised this section to include references to all
         periods audited by its auditors.

Annual Financial Statements, page F-1

22.      Please update the financial statements and related financial
         information. Refer to Item 310(g) of Regulation S-B.

         The company has updated its financial statements and related financial
         information in accordance with Item 310(g) of Regulation S-B.

Consolidated Statements of Operations, page F-4

23.      You currently present some expenses within functional categories such
         as cost of sales and general and administrative expenses, while other
         expenses are presented based on the expense item's description such as
         professional fees, rent expense, advertising expense, salary expense,
         and depreciation expense. Please revise to be consistent in your
         presentation. In that regard, you should not present costs of sales and
         gross deficit unless cost of sales includes all costs of your sales
         including the allocable portion of direct and indirect costs for
         professional fees, rent expense, advertising expense, salary expense
         and depreciation expense. Also, since you present some expense items
         separately, the presentation of an amount for total general and
         administrative expenses would not be appropriate if this amount did not
         include all amounts that are allocable to