UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, DC 20549





FORM 10-Q





(Mark one)


x
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period endedMarch 31, 2011o
TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ______________ to _____________





Commission File No. 000-51731








NATIONAL HEALTH PARTNERS, INC.(Exact name of registrant as specified in its charter)








Indiana

04-3786176(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)





120 Gibraltar Road


Suite 107


Horsham, PA  19044


(Address of Principal Executive Offices)





(215) 682-7114


(Issuer's Telephone Number, including Area Code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1394 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x  No  o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  o  No  o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer o

Accelerated filer oNon-accelerated filer o

(Do not check if a smaller reporting company)

Smaller reporting company x





Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).  Yes  o  No  x





APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS





Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes  o  No  o





APPLICABLE ONLY TO CORPORATE ISSUERS





Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:  There were 126,494,919 shares of the issuer’s common stock, $.001 par value per share, issued and outstanding on May 5, 2011.








TABLE OF CONTENTS








PagePART I – FINANCIAL INFORMATIONItem 1. Financial Statements
3Consolidated Balance Sheets at March 31, 2011 (Unaudited) and December 31, 2010
3Consolidated Statements of Operations for the Three Months Ended March 31, 2011and 2010 (Unaudited)
4Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010 (Unaudited)
5Notes to Consolidated Financial Statements (Unaudited)
6Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
13Item 4T. Controls and Procedures
18PART II – OTHER INFORMATIONItem 2. Unregistered Sales of Equity Securities and Use of Proceeds
18Item 6. Exhibits
19





2


PART I – FINANCIAL INFORMATION





Item 1.  Financial Statements.




National Health Partners, Inc. and Subsidiaries
 Consolidated Balance Sheets





March 31,


December 31,2011


2010(Unaudited)AssetsCurrent assets:Cash

$
4,403


$
28,548Prepaid expense


254,907



5,138Deposits


25,000



25,000Total current assets


284,310



58,686Property and equipment, net


3,842



6,069Prepaid expense


112,386



--Deposits


19,000



19,000Total assets

$
419,538


$
83,755Liabilities and stockholders' equityCurrent liabilitiesAccounts payable

$
204,627


$
228,842Refunds payable


7,801



8,453Accrued expenses


12,783



308Deferred revenue


81,947



87,188Total current liabilities


307,158



324,791Total liabilities


307,158



324,791Commitments and contingenciesStockholders' equity:Common stock, $0.001 par value, 250,000,000 shares authorized,123,494,919 and 94,692,478 shares issued and outstandingon March 31, 2011 and December 31, 2010, respectively


123,495



94,692Additional paid-in capital


27,520,129



27,055,214Deferred compensation


(12,630
)


(31,111
)Accumulated deficit


(27,518,614
)


(27,359,831
)Total stockholders' equity


112,380



(241,036
)Total liabilities and stockholders' equity

$
419,538


$
83,755










The accompanying notes are an integral part of these consolidated financial statements




3




National Health Partners, Inc. and Subsidiaries
 Consolidated Statements of Operations
 (Unaudited)







For the Three Months EndedMarch 31,2011


2010Net revenue

$
459,543


$
537,810Direct costs


264,242



245,639Gross profit


195,301



292,171Operating expenses:General and administrative


354,084



635,146Total operating expenses


354,084



635,146Loss from operations


(158,783
)


(342,975
)Other income (expense):Interest income


--



--Total other income (expense)


--



--Net loss

$
(158,783
)

$
(342,975
)Loss per share -- basic and diluted

$
(0.00
)

$
(0.00
)Weighted average number of shares outstanding -- basic and diluted


111,321,559



77,083,643












The accompanying notes are an integral part of these consolidated financial statements






4




National Health Partners, Inc. and Subsidiaries
 Consolidated Statements of Cash Flows
 (Unaudited)





For the Three Months EndedMarch 31,2011


2010Cash flows from operating activitiesNet loss

$
(158,783
)

$
(342,975
)Adjustments to reconcile net loss to net cashused by operating activities:Common stock issued for services and amortization of prepaid services


67,613



87,045Options issued for services


1,417



73,600Depreciation


2,227



2,862Changes in operating assets and liabilities:Increase in other current assets


213



9,300Decrease in accounts payable andaccrued expenses


(11,739
)


(36,087
)Increase (decrease) in refunds payable


(652
)


2,191Increase (decrease) in deferred revenue


(5,241
)


20,610Net cash used by operating activities


(104,945
)


(183,454
)Cash flows from investing activitiesNet cash provided by investing activities


--



--Cash flows from financing activitiesProceeds from sale of common stock and warrants


80,800



194,125Net cash provided by financing activities


80,800



194,125Net increase (decrease) in cash


(24,145
)


10,671Cash at beginning of period


28,548



31,691Cash at end of period

$
4,403


$
42,362Supplemental disclosure of cash flow informationCash paid for interest

$
--


$
--Cash paid for taxes

$
--


$
--Schedule of non-cash financing activitiesCommon stock issued for stock offering costs

$
--


$
285












The accompanying notes are an integral part of these consolidated financial statements







5




National Health Partners, Inc. and Subsidiaries


Notes to Consolidated Financial Statements


March 31, 2011


(Unaudited)








Note 1. Description of Business





National Health Partners, Inc. (the “Company”) was organized on March 10, 1989 as “Spectrum Vision Systems of Indiana, Inc.” under the laws of the State of Indiana.  The Company changed its name to “National Health Partners, Inc.” on March 13, 2001.





The Company sells membership programs that encompass all aspects of healthcare, including physicians, hospitals, ancillary services, dentists, prescription drugs and vision care through a national healthcare savings network called “CARExpress.”  The Company derives almost all of its revenue from the monthly membership fees it receives from its members.  It markets its programs through a direct sales force, brokers and agents, unions and associations, chambers of commerce, and a variety of other organizations.  The Company typically pays these organizations commissions on the sale price of the membership programs.  These organizations typically offer and sell the Company’s membership programs on a part-time basis and may engage in other related or unrelated business activities, including selling the products or services of the Company’s competitors.  The Company’s agreements with these organizations are generally for a term of one year and renew automatically for additional one-year terms unless written notice of termination is delivered by either party to the other at least 30 days prior to the then-current term.





The Company contracts with preferred provider organizations and other provider networks for access to the discounted rates they have negotiated with their healthcare providers.  The principal suppliers of the healthcare providers that comprise CARExpress are CareMark, Aetna, Optum, Outlook Vision, Integrated Health, Three Rivers and HealthFi.  The Company selects and utilizes only those provider networks that it believes can deliver adequate savings to its members while providing adequate support for its membership programs with the healthcare providers.  It typically pays a per member per month fee for use of the provider networks that is determined in part based on the number of providers participating in the network, the number of members accessing the network, and the particular products or services offered by the providers.  The Company’s agreements with the provider networks are generally for a term of between one and two years, may be terminated by either party on between 45 and 180 days’ prior written notice, and renew automatically for additional terms unless so terminated.  Most of these agreements are non-exclusive and contain confidentiality provisions.





Note 2. Basis of Presentation





The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and in conformity with the instructions to Form 10-Q and Article 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (the “SEC”).  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, the disclosures included in these financial statements are adequate to make the information presented not misleading.





The unaudited consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements and in management’s opinion, reflect all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the interim periods presented. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2010 included in the Company’s Annual Report on Form 10-K.  The results of operations for the three months ended March 31, 2011 are not necessarily indicative of the results that the Company will have for any subsequent quarter or full fiscal year.





The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual results could differ from those estimates.  The financial  statements include the balances of National Health Partners, Inc. and its wholly-owned subsidiaries.  All material inter-company balances and transactions have been eliminated in consolidation.


6


National Health Partners, Inc. and Subsidiaries


Notes to Consolidated Financial Statements


March 31, 2011


(Unaudited)








Note 2. Basis of Presentation (Continued)





The Company’s financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has historically incurred significant losses, which raises substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.





Certain amounts in the 2010 financial statements have been reclassified to conform to the 2011 presentation. These reclassifications did not result in any change to the previously reported total assets, net loss or stockholder’s equity.





As of March 31, 2011, the Company’s significant accounting policies and estimates, which are detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, have not changed materially.





Note 3. Stock Compensation Expense





The Company records employee stock-based compensation using the fair value recognition provisions of Accounting Standards Codification (“ASC”) Topic 718 (“ASC 718”) using the modified prospective transition method, and records non-employee stock-based compensation expense in accordance with ASC Topic 505.  In accordance therewith, the Company recognized stock compensation expense of $18,481 and $24,536 for the three months ended March 31, 2011 and 2010, respectively.





Note 4. Loss Per Share





Basic loss per share is based on the weighted average number of shares of the Company’s common stock outstanding during the applicable period, and is calculated by dividing the reported net loss for the applicable period by the weighted average number of shares of common stock outstanding during the applicable period.  The Company calculates diluted loss per share by dividing the reported net loss for the applicable period by the weighted average number of shares of common stock outstanding during the applicable period as adjusted to give effect to the exercise of all potentially dilutive options and warrants outstanding at the end of the period.  A total of 4.125,000 and 15,450,515 shares of common stock underlying options and warrants that were outstanding on March 31, 2011 and 2010, respectively, have been excluded from the computation of diluted earnings per share because they are anti-dilutive.  As a result, basic loss per share was equal to diluted loss per share for each period.








For the Three Months

Ended March 31,2011


2010Net loss as reported

$
(158,783
)

$
(342,975
)Weighted average number of shares outstanding - basic and diluted


111,321,559



77,083,643Loss per share - basic and diluted

$
(0.00
)

$
(0.00
)






7




National Health Partners, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements
 March 31, 2011
 (Unaudited)
 
 Note 5. Property and Equipment





Property and equipment consisted of the following at March 31, 2011:





Asset


AmountComputers

$
60,708Software

6,109Furniture

27,968Telephone

80,780Website

106,477Less: accumulated depreciation

(278,200
)Net property and equipment

$
3,842





Depreciation expense was $2,227 and $2,862 for the three months ended March 31, 2011 and 2010, respectively.





Note 6. Deposits





Deposits consist of cash reserves held by merchant processors that the Company uses to process credit card transactions and the security deposit held by the lessor of the Company’s office space.  Each agreement that the Company has entered into with merchant processors contains a standard provision that gives the merchant processors the right to withhold funds from the proceeds generated by the Company through the sale of its membership programs through credit card transactions.  The amount of the reserves may be increased or decreased by each merchant processor at any time based on the perceived risk exposure of the merchant processor.  The merchant processors are required to return the amount of funds that they withhold from the proceeds within no less than six months and no more than nine months of the date such funds were originally withheld.  As a result, the Company expects to receive all such funds within six to nine months of the date such funds were originally withheld by the merchant processors.





As of March 31, 2011, the Company had a total of $44,000 in deposits.  Of this amount, $25,000 was being held by PowerPay Payment Systems, Inc., and $19,000 was being held by the lessor of the Company’s office space.





Note 7. Commitments and Contingencies





The Company’s material commitments and contingencies consist of an operating lease for its office space in Pennsylvania and employment agreements with its executive officers.





Operating Leases





The Company is a party to a lease for its office facility located in Horsham, Pennsylvania which was most recently amended on November 13, 2009.  The amendment extended the term of the lease from May 31, 2010 to May 31, 2013.  The amendment provides for an initial monthly rent payment of $7,214 and an initial monthly operating expense payment of approximately $6,160.  The Company will be required to make minimum annual rent payments of approximately $86,500, $90,000 and $93,500, respectively, and estimated annual operating expense payments of approximately $74,000 (subject to periodic increases) during the three-year term of the amendment.





Future minimum lease payments under this facility lease are as follows:




Fiscal Year


Amount2011

$
160,2712012

163,8052013

68,865$
392,941


8


National Health Partners, Inc. and Subsidiaries


Notes to Consolidated Financial Statements


March 31, 2011


(Unaudited)





Employment Agreements





The Company is a party to an employment agreement with its current executive officer.  At the request of the executive officer, the Company resolved to decrease the annual salary in the employment agreement to $168,000, effective February 1, 2010.  Future minimum payments under this employment agreement are as follows:




Fiscal Year


Amount2011

$
168,000Thereafter

—$
168,000
  Note 8. 2006 Stock Incentive Plan





On February 2, 2006, the Company adopted the National Health Partners, Inc. 2006 Stock Incentive Plan.  Under the plan, 4,500,000 shares of common stock may be granted to employees, officers and directors of, and consultants and advisors to, the Company under awards that may be made in the form of stock options, warrants, stock appreciation rights, restricted stock, restricted units, unrestricted stock and other equity-based or equity-related awards.  As of March 31, 2010, all shares of common stock had been issued under the plan.  The plan terminates on February 1, 2016.  On February 6, 2006, the Company filed a registration statement on Form S-8, File No. 333-131589, with the SEC covering the public sale of the 4,500,000 shares of common stock available for issuance under the plan.





Note 9. 2008 Stock Incentive Plan





On April 7, 2008, the Company adopted the National Health Partners, Inc. 2008 Stock Incentive Plan.  Under the plan, 3,000,000 shares of common stock may be granted to employees, officers and directors of, and consultants and advisors to, the Company under awards that may be made in the form of stock options, warrants, stock appreciation rights, restricted stock, restricted units, unrestricted stock and other equity-based or equity-related awards.  As of March 31, 2010, all shares of common stock had been issued under the plan.  The plan terminates on April 6, 2018.  On April 10, 2008, the Company filed a registration statement on Form S-8, File No. 333-150177, with the SEC covering the public sale of the 3,000,000 shares of common stock available for issuance under the plan.





Note 10. 2011 Stock Incentive Plan





On January 31, 2011, the Company adopted the National Health Partners, Inc. 2011 Stock Incentive Plan.  Under the plan, 12,000,000 shares of common stock may be granted to employees, officers and directors of, and consultants and advisors to, the Company under awards that may be made in the form of stock options, warrants, stock appreciation rights, restricted stock, restricted units, unrestricted stock and other equity-based or equity-related awards.  As of March 31, 2011, 10,800,000 shares of common stock had been issued under the plan.  The plan terminates on January 30, 2021.  On January 31, 2011, the Company filed a registration statement on Form S-8, File No. 333-171956, with the Securities and Exchange Commission (“SEC”) covering the public sale of the 12,000,000 shares of common stock available for issuance under the plan.





Note 11. 401(k) Plan





On January 15, 2007, the Company adopted the National Health Partners, Inc. 401(k) Plan. Under the plan, eligible employees may elect to contribute up to 100% of their compensation to the plan each year, subject to certain limitations imposed by the Internal Revenue Service.  The Company contributes 100% of the first 3% of the employee’s contribution and 50% of the next 2% of the employee’s contribution. The Company contributed $0 and $0 to the plan during the three months ended March 31, 2011 and 2010, respectively.


9


National Health Partners, Inc. and Subsidiaries


Notes to Consolidated Financial Statements


March 31, 2011


(Unaudited)





Note 12. Common Stock and Warrants





The Company’s authorized capital consisted of 250,000,000 shares of common stock, $0.001 par value per share, at March 31, 2011 and 2010, respectively, of which 123,494,919 and 84,392,478 shares of common stock were outstanding at March 31, 2011 and 2010, respectively.  Warrants exercisable into an aggregate of 4,000,000 and 11,143,372 shares of the Company’s common stock were outstanding on March 31, 2011 and 2010, respectively.





Effective January 7, 2011 the Articles of Incorporation were amended as follows: The total number of shares of stock which this corporation shall have authority to issue is two hundred fifty million (250,000,000) with a par value of $.001 per share, all of which shall be shares of common stock.





Non Capital-Raising Transactions





In January 2011, the Company issued an aggregate of 7,500,000 shares of common stock, of which 3,300,000 shares were issued pursuant to the National Health Partners, Inc. 2011 Stock Incentive Plan, to four consultants, pursuant to individual agreements with two individuals.   The agreements relate to management consulting services and sales and marketing to be provided to the Company.  The shares were valued at the closing price of the Company’s common stock on the date the agreements were executed for total consideration of $183,000, which will be recognized as expense during the years ended December 31, 2011 and December 31, 2012.





In February 2011, the Company issued an aggregate of 6,000,000 shares of common stock, of which 5,000,000 shares were issued pursuant to the National Health Partners, Inc. 2011 Stock Incentive Plan, to four consultants, pursuant to individual agreements with one entity and three individuals.   The agreements relate to management consulting, legal, sales and marketing services and media advertising to be provided to the Company.  The shares were valued at the closing price of the Company’s common stock on the date the agreements were executed for total consideration of $146,000, which will be recognized as expense during the years ended December 31, 2011 and December 31, 2012.





In March 2011, the Company issued an aggregate of 3,300,000 shares of common stock, of which 2,500,000 shares were issued pursuant to the National Health Partners, Inc. 2011 Stock Incentive Plan, to two consultants, pursuant to individual agreements with two individuals.   The agreements relate to sales and marketing services to be provided to the Company.  The shares were valued at the closing price of the Company’s common stock on the date the agreements were executed for total consideration of $82,500, which will be recognized as expense during the year ended December 31, 2011 and December 31, 2012.





The Company recognized $49,132 of expense for the three months ended March 31, 2011 in connection with issuance of these shares.





Capital-Raising Transactions





In January 2011, the Company completed a private offering of 8,000,000 Class A warrants of our common stock exercisable into 8,000,000 shares of our common stock to an accredited investor for aggregate gross proceeds of $800.  The Class A warrants have an exercise price of $0.005 per share, are exercisable during the period commencing on the date of grant and ending December 31, 2011, and expire at the end of the exercise period.   During January 2011, these warrants were exercised at a price of $.005 per share for aggregate cash consideration of $40,000.





In January 2011, the Company completed a private offering of 2,000,000 shares of our common stock and Class A warrants exercisable into 2,000,000 shares of our common stock to an accredited investor for aggregate gross proceeds of $20,000.  The Class A warrants have an exercise price of $0.01 per share, are exercisable during the period commencing on the date of grant and ending December 31, 2012, and expire at the end of the exercise period.





10


National Health Partners, Inc. and Subsidiaries


Notes to Consolidated Financial Statements


March 31, 2011


(Unaudited)





Note 12. Common Stock and Warrants (Continued)





In February 2011, the Company completed a private offering of 2,000,000 shares of our common stock and Class A warrants exercisable into 2,000,000 shares of our common stock to an accredited investor for aggregate gross proceeds of $20,000.  The Class A warrants have an exercise price of $0.015 per share, are exercisable during the period commencing on the date of grant and ending December 31, 2012, and expire at the end of the exercise period.





Note 13. Stock Options





Stock options exercisable into an aggregate of 125,000 and 4,307,143 shares of the Company’s common stock were outstanding on March 31, 2011and 2010, respectively, of which 100,000 and 4,010,286 shares were vested, respectively.  No options were exercised during the three months ended March 31, 2011 and 2010, respectively.  The Company estimates the fair value of its stock options on the date of grant by using the Black-Scholes pricing model in accordance with the provisions of Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure.”  Under the Black-Scholes pricing model, the Company used the following weighted-average assumptions to determine the fair value of the stock options issued: a dividend yield of zero percent, an expected volatility of between 215% and 282%, a risk-free interest rate of between 2.25% and 4.76% and a remaining contractual life of between 9.15 and 9.95 years.





Note 14. Related Party Transactions





None





Note 15.  Subsequent Events





The Company has performed an evaluation of subsequent events in accordance with ASC Topic 855.  Other than the events noted below, the Company is not aware of any subsequent events which would require recognition or disclosure in the financial statements.





In April 2011, the Company issued 3,000,000 shares of common stock to one consultant, pursuant to an individual agreement with one individual.   The agreement relates to management consulting services to be provided to the Company.  The shares were valued at the closing price of the Company’s common stock on the date the agreement was executed for total consideration of $75,000, which will be recognized as expense during the years ended December 31, 2011 and December 31, 2012.





On April 29, 2011, the Company adopted the National Health Partners, Inc. 2011 Stock Incentive Plan No. 2.  Under the plan, 12,000,000 shares of common stock may be granted to employees, officers and directors of, and consultants and advisors to, the Company under awards that may be made in the form of stock options, warrants, stock appreciation rights, restricted stock, restricted units, unrestricted stock and other equity-based or equity-related awards.  As of May 5, 2011, no shares of common stock had been issued under the plan.  The plan terminates on April 28, 2021.  On April 29, 2011, the Company filed a registration statement on Form S-8, File No. 333-173792, with the Securities and Exchange Commission (“SEC”) covering the public sale of the 12,000,000 shares of common stock available for issuance under the plan.


11


DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS





This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenue and costs, and plans and objectives of management for future operations, are forward-looking statements.  In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expects,” “intends,” “plans,” “projects,” “estimates,” “anticipates,” or “believes” or the negative thereof or any variation thereon or similar terminology or expressions.





These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from results proposed in such statements.  Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct.  Important factors that could cause actual results to differ materially from our expectations include, but are not limited to:





·
our ability to fund future growth and implement our business strategy;





·
our dependence on a limited number of preferred provider organizations (“PPOs”) and other healthcare provider networks;





·
our dependence on a single insurance company for the insurance benefits offered as part of our CARExpress PlusTM programs;





·
our dependence upon a limited number of marketing and distribution partners for substantially all of our revenue;





·
our ability to market our membership programs and develop and expand the market for our membership programs;





·
demand for and acceptance of our membership programs;





·
competition in the health discount membership market;





·
our ability to attract and retain qualified personnel;





·
legislative or regulatory changes in the healthcare industry;





·
the condition of the securities and capital markets;





·
general economic and business conditions, either nationally or internationally or in the jurisdictions in which we are doing business;





and statements of assumption underlying any of the foregoing, as well as any other factors set forth herein under “Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations” below and “Item 1A.  Risk Factors” of our Annual Report on Form 10-K for our fiscal year ended December 31, 2009.  All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing.  Except as required by law, we assume no duty to update or revise our forward-looking statements.





12


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.





Unless otherwise indicated or the context otherwise requires, all references to the “Company,” the “registrant” “we,” “us” or “our” and similar terms in this report refer to National Health Partners, Inc. and its subsidiaries.





This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of this report contain forward-looking statements that involve risks and uncertainties.  All forward-looking statements included in this report are based on information available to us on the date hereof, and, except as required by law, we assume no obligation to update any such forward-looking statements.  Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth herein and under the caption “Item 1A.  Risk Factors” in our Annual Report on Form 10-K for our fiscal year ended December 31, 2010.  The following should be read in conjunction with our consolidated financial statements included above in Item 1 of Part I of this report.





Overview





We are a national healthcare membership organization that was formed to address the need for affordable healthcare nationwide.  We create, market and sell membership programs to predominantly underserved markets in the healthcare industry through a national healthcare savings network called CARExpressTM.  CARExpressTM is a network of hospitals, doctors, dentists, pharmacists and other healthcare providers comprised of over 1,000,000 healthcare providers that render their services and products to CARExpressTM members at discounted prices.  CARExpressTM enables people to engage in point-of-service transactions directly with these healthcare providers and pay discounted prices to the providers.





Our membership programs offer savings on healthcare services to persons who are uninsured or underinsured by providing them with access to the same PPOs that are utilized by employers that self-fund at least a portion of their employees’ healthcare costs.  Our membership programs are also used to supplement benefit plans and fill in the gaps created by the need to reduce health benefits to keep the costs of health insurance reasonable.  We sell our membership programs directly through our sales force and indirectly through brokers and agents, unions and associations, small businesses and other organizations.





We are actively engaged in marketing our membership programs to the public.  Our primary objective is to generate increased sales of our membership programs while expanding our position as a provider of unique healthcare membership service programs.  The target market for our membership programs is comprised of individuals who have either limited health benefits or no health benefits.  Our share of this market is currently less than one percent and has been less than one percent since our inception.  Since we are not currently large enough to pursue and support the entire market, we intend to continue to pursue specific opportunities that we identify in this market through our various marketing and distribution channels.  Through product design, competitive membership pricing, and a variety of marketing and distribution partners, we are pursuing opportunities in the healthcare market that insurance companies have not addressed.





Operational Metrics





Our revenue consists almost exclusively of recurring monthly membership fees that we receive from members of our membership programs.  Our members pay us membership fees each month for the duration of their membership.  The average membership fee per member per month that we receive for our CARExpressTM health discount programs is approximately $35.  Approximately 95% of the CARExpressTM health discount programs that we have sold to our current members consist of our Comprehensive Care Program which is currently sold at a monthly retail price of $39.95.  The remaining CARExpressTM health discount programs that we have sold to our current members consist of a mix of our less expensive programs.  Approximately 90% of the CARExpress PlusTM membership programs that we have sold to our current members consist of our CARExpress PlusTM Gold Program which is currently sold at a monthly retail price of $137.  The remaining CARExpress PlusTM membership programs that we have sold to our current members consist of a mix of our other programs.





We receive each member’s initial monthly payment and billing information at the beginning of the first monthly membership period.  Monthly payments for subsequent periods are received at the beginning of the applicable period.  The monthly membership fees that we receive are recognized as revenue evenly over the applicable monthly membership period.  As a result, there is a delay of four weeks between the date we receive a monthly membership fee and the date we recognize the entire fee as revenue.


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A key metric that we use to evaluate our success is our member retention rates.  Member retention rates represent the percentage of new members that we acquire that we are able to retain for a specified period of time.  Since we incur a large portion of our costs up front and receive recurring membership fees throughout the term of the membership, the longer we are able to retain the members we acquire, the greater the revenue potential of the membership programs that we sell.  We believe that the key to obtaining a high member retention rate is to target our marketing campaigns towards those individuals and organizations that are most in need of our programs, most capable of paying for our programs, and most loyal to us and our programs.  Member retention rates can be influenced by a variety of factors, including:





·
the type of membership programs being sold;





·
the marketing campaign being used to sell our membership programs;





·
the financial condition and loyalty of our members;





·
the distribution channel selling our membership programs; and





·
the type and amount of compensation being paid to our marketing and distribution partners to sell our membership programs.





We have obtained valuable information regarding member demographics through the marketing and advertising campaigns that we have conducted and are focusing our marketing and advertising campaigns on members and member groups that we have identified as being most suitable for our membership programs.  As a result, we expect our retention rates to continue to improve over the next 12 months as we pursue these opportunities through our various marketing and distribution channels.





Financial Results and Outlook





Our strategy is to continue to expand our position as a provider of unique discount healthcare membership programs.  We have implemented several strategic growth initiatives during the past 12 months through which we achieved new contracts and strategic partnerships with a number of organizations, the most profound of which involved a shift in our sales strategy from sales through marketing companies to sales through employers and “affinity groups.”  An “affinity group” is a group of people who share interests, issues, and a common bond or background, and offer support for each other.  Examples of the types of affinity groups that we are working with include unions, associations, chambers of commerce and small business networks.  These organizations typically have a large number of members and thus, each one provides us with the opportunity to obtain a large number of sales.  In addition, it is far less costly for us to sell our CARExpressTM programs through these organizations than it is for us to engage in expensive, nation-wide marketing and advertising campaigns through marketing companies, and the members that we obtain through these sources tend to remain members for a much longer period of time.





We experienced a decresase in revenue for the three months ended March 31, 2011 compared to the three months ended March 31, 2010.    Our gross profit margin for the three months ended March 31, 2011 was lower than our gross profit margin for the three months ended March 31, 2010.  However, our net loss for the three months ended March 31, 2011 was lower than our net loss for the three months ended March 31, 2010 as a result of the implementation of cost-cutting initiatives.  The shift in our sales strategy and the implementation of cost-cutting initiatives resulted in a decrease in net cash used by operating activities during the three months ended March 31, 2011 compared to the three months ended March 31, 2010.





We generated revenue of $459,543 for the three months ended March 31, 2011 compared to revenue of $537,810 for the three months ended March 31, 2010.  We achieved a gross profit of $195,301 and gross profit percentage of 42% for the three months ended March 31, 2011, compared to a gross profit of $292,171 and gross profit margin of 54% for the three months ended March 31, 2010.  We recognized a net loss of $158,783, or $0.001 per share, for the three months ended March 31, 2011, compared to a net loss of $342,975, or $0.004 per share, for the three months ended March 31, 2010.  Net cash used by operating activities was $104,945 for the three months ended March 31, 2011 compared to $183,454 for the three months ended March 31, 2010, representing a decrease of 43%.


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We will generate future revenue and members primarily through sales of our CARExpressTM health discount programs and our CARExpress PlusTM membership programs to employees and members of affinity groups through our direct sales force, our marketing and distribution partners, and various marketing and advertising campaigns.  We have entered into agreements with several affinity groups through which we are generating sales of our CARExpressTM membership programs and are currently in discussions with several other organizations regarding the sale of our CARExpressTM membership programs.  We intend to finance each of these projects through cash on hand, internally generated cash flows from operating activities and, if necessary, proceeds from the issuance of equity securities.  We will use any additional investments that we receive to accelerate the expansion of each of our advertising campaigns and programs and increase sales of our membership programs.





We expect the number of CARExpressTM members generated each month to increase substantially during the quarter ended June 30, 2011 as a number of deals that we have either recently closed or that we expect to close begin to generate members for us.  We also expect the number of CARExpressTM members generated each month to continue to increase throughout the year and expect our retention rates to improve over the next 12 months since members generated through affinity groups have historically remained members of CARExpressTM for a much longer period of time than members generated through marketing companies.  As a result, we expect to generate an increasing amount of  revenue of during the year ended December 31, 2011.  We believe that this increase in revenue combined with the various cost-cutting initiatives that we implemented over the past few quarters will enable us to generate positive cash flows from operating activities during the year ended December 31, 2011 as the recurring membership fees from our increasing membership base overtake the costs associated with retaining existing members and obtaining new members.  We can provide no assurance, however, that our membership base will increase as projected, that our member retention rates will improve over the next 12 months, that we will generate the aforementioned projected revenue, or that we will generate positive cash flows from operating activities during the year ended December 31, 2011.





Critical Accounting Policies





For information regarding our critical accounting policies, please refer to the discussion provided in our Annual Report on Form 10-K for our fiscal year ended December 31, 2010 under the caption “Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” and our Notes to Consolidated Financial Statements included therein.





Recent Accounting Pronouncements





For information regarding recent accounting pronouncements applicable to our business, please refer to the discussion provided in our Annual Report on Form 10-K for our fiscal year ended December 31, 2010 under the caption “Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Accounting Pronouncements” and our Notes to Consolidated Financial Statements included therein.





Comparison of the Three-Month Periods Ended March 31, 2011 and 2010





Revenue





Revenue consists almost exclusively of the monthly membership fees that we receive from members of our membership programs.  Revenue decreased $78,267 to $459,543 for the three months ended March 31, 2011 from $537,810 for the three months ended March 31, 2010.





The decrease of $78,267 resulted primarily from a decrease in sales through employers and affinity groups in connection with the shift in our sales strategy from sales through marketing companies to sales through employers and affinity groups. The remainder of the revenue that we generated during these periods was derived from existing members.  We expect revenue to increase over the next 12 months as a result of increased sales to employees and members of affinity groups through our marketing and distribution partners and our various marketing and advertising campaigns.





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Direct Costs





Direct costs consist of sales commissions that we pay to our marketing and distribution partners and fees that we pay to our PPOs and provider networks for access to their networks.  Direct costs increased $18,603 to $264,242 for the three months ended March 31, 2011, from $245,639 for the three months ended March 31, 2011.  The increase of $18,603 was due to increases of $31,136 for sales commissions and a decrease of $12,533 for PPO and provider network costs.  We expect cost of sales to increase over the next 12 months as increased sales of our membership programs result in higher overall sales commission expenses and provider network costs.





General and Administrative Expenses





General and administrative expenses consist primarily of employee compensation expense, professional fees and other general and administrative expenses.





Employee Compensation Expense.  Employee compensation expense consists of all salaries and other cash compensation, equity-based compensation, 401(k) contributions and other compensation that we pay to our employees and the related payroll taxes that are not associated with our selling and marketing activities.  Employee compensation expense decreased $245,358 to $159,739for the three months ended March 31, 2011, from $405,097 for the three months ended March 31, 2010.  The decrease of $245,358 was due primarily to decreases of $137,314 for salary expense, $52,183 for stock option expense, $6,492 for related payroll taxes and$43.252 for other employee compensation.  We expect employee compensation expense to increase over the next 12 months as we begin to hire additional employees to support the growth of our business.





Professional Fees.  Professional fees consist of fees paid to our independent accountants, lawyers, technology consultants and other professionals and consultants.  Professional fees increased $13,466 to $71,352 for the three months ended March 31, 2011 from $57,886 for the three months ended March 31, 2010.  The increase of $13,466 was due primarily to an increase of $43,076 for the amount of expense recognized in connection with equity-based compensation paid to service providers and consultants for various services, offset by a decrease of $29,610 for legal and accounting fees.  We expect professional fees to increase over the next 12 months as we incur additional legal, accounting and technology fees in connection with the general expansion of our business and operations.





Other General and Administrative Expenses.  Other general and administrative expenses consist of office supplies expense, computer hardware and system costs, bank service charges, filing fees and dues, non-employee customer service representative expense, rent expense, health insurance and other related benefit costs, financial printer costs, transfer agent costs, the costs of investor relations campaigns and activities, postage and delivery expenses, marketing, general business expenses and miscellaneous general and administrative expenses that are not associated with our employee compensation and professional fees.  Other general and administrative expenses decreaesd $49,170 to $122,993 for the three months ended March 31, 2011 from $172,163 for the three months ended March 31, 2010.  The decrease of $49,170 resulted primarily from decreases of $13,814 for bank service and credit card service charges associated with new and recurring member transactions, $4,674for maintenance agreements, $14,381 for supplies, $4,804 for postage, as well as decrease in other misecellaneous general and administrative expenses.  We expect other general and administrative expenses to increase over the next 12 months as we continue to incur expenses for bank service charges, financial printer services, investor relations campaigns and activities, transfer agent fees, health insurance, rent, non-employee customer service representatives, supplies, computer hardware and systems, and other miscellaneous items associated with the general operation and growth of our business.





Net Loss





Our net loss decreased $184,192 to $158,783 for the three months ended March 31, 2011, from $342,975 for the three months ended March 31, 2010.  The decrease of $184,192 was due to decreases of $245,358 for employee compensation expenses, and $49,169 for other general and administrative expenses, offset by a decrease of $78,267 for revenue, an increase of $18,603 for direct costs incurred in connection with the sale of our membership programs and an increase of $13,466 for professional fees.   We expect to begin generating a net profit from operations during 2011 as the recurring membership fees from our increasing membership base overtake the costs associated with obtaining and retaining members.


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Liquidity and Capital Resources





Since our inception, we have funded our operations primarily through private sales of equity securities.  As of March 31, 2011, we had cash and cash equivalents of $4,403.





Net cash used by operating activities was $104,945 for the three months ended March 31, 2011, compared to $183,454 for the three months ended March 31, 2010.  The $78,509 decrease in cash used by operating activities was due primarily to a decrease of $184,192 for net loss, decreases of $19,432 for common stock issued for services and amortization of prepaid services, $72,183 for options issued for services, $9,087 for other current assets, and $25,851 for deferred revenue and an increase of $24,348 for accounts payable and accrued expenses.





We did not have any cash flows from investing activities for the three months ended March 31, 2011 and 2010.





Net cash provided by financing activities was $80,800 for the three months ended March 31, 2011, compared to $194,125 for the three months ended March 31, 2010.  The $113,325 decrease in cash provided by financing activities was due solely to the decrease in proceeds from the sale of stock and warrants.





Our primary sources of capital for the three months ended March 31, 2011 are set forth below.





In January 2011, the Company completed a private offering of 8,000,000 Class A warrants of our common stock exercisable into 8,000,000 shares of our common stock to an accredited investor for aggregate gross proceeds of $800.  The Class A warrants have an exercise price of $0.005 per share, are exercisable during the period commencing on the date of grant and ending December 31, 2011, and expire at the end of the exercise period.   During January 2011, these warrants were exercised at a price of $.005 per share for aggregate cash consideration of $40,000.





In January 2011, the Company completed a private offering of 2,000,000 shares of our common stock and Class A warrants exercisable into 2,000,000 shares of our common stock to an accredited investor for aggregate gross proceeds of $20,000.  The Class A warrants have an exercise price of $0.01 per share, are exercisable during the period commencing on the date of grant and ending December 31, 2012, and expire at the end of the exercise period.





In February 2011, the Company completed a private offering of 2,000,000 shares of our common stock and Class A warrants exercisable into 2,000,000 shares of our common stock to an accredited investor for aggregate gross proceeds of $20,000.  The Class A warrants have an exercise price of $0.015 per share, are exercisable during the period commencing on the date of grant and ending December 31, 2012, and expire at the end of the exercise period.





To date, our capital needs have been met primarily through sales of equity securities and proceeds received upon the exercise of warrants held by our security holders.   We do not currently maintain a line of credit or term loan with any commercial bank or other financial institution.  We have used the proceeds from the exercise of warrants and our private offerings of securities to pay virtually all of the costs and expenses we have incurred.  These costs and expenses were comprised of operating expenses, which consisted of the employee compensation expenses, professional fees and other general and administrative expenses discussed above, and the costs of sales discussed above to the extent such costs of sales exceeded our revenue.





We believe that our current cash resources will not be sufficient to sustain our current operations for the next 12 months.  We will need to obtain additional cash resources within the next 12 months to enable us to pay our ongoing costs and expenses as they are incurred and finance the growth of our business.  We intend to obtain these funds through internally generated cash flows from operating activities and proceeds from the issuance of equity securities.  The issuance of additional equity would result in dilution to our existing shareholders.  We have not made arrangements to obtain additional financing and we can provide no assurance that additional financing will be available in an amount or on terms acceptable to us, if at all.  If we are unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms favorable to us, we may be unable to execute upon our business plan or pay our costs and expenses as they are incurred, which could have a material, adverse effect on our business, financial condition and results of operations.





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The Company’s authorized capital consists of 250,000,000 shares of common stock, of which 123,494,919 shares of common stock were outstanding at March 31, 2011.  The total of warrants exercisable into an aggregate of 4,000,000 shares of the Company’s common stock and stock options exercisable into an aggregate of 125,000 shares of the Company’s common stock at March 31, 2011 equal a total 4,125,000 shares of common stock underlying options and warrants that were outstanding at March 31, 2011.  The combination of the 123,494,919 shares of common stock outstanding and the 4,125,000 shares of potentially dilutive options and warrants outstanding at March 31, 2011 gives effect to a potential outstanding total of 127,619,919 of the authorized capital of 250,000,000 shares of common stock.





Off-Balance Sheet Arrangements





As of March 31, 2011, we did not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities that had been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.  As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.





Item 4T. Controls and Procedures.





As of March 31, 2011, we carried out the evaluation of the effectiveness of our disclosure controls and procedures required by Rule 13a-15(e) under the Exchange Act under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2011, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.  There has been no change in our internal control over financial reporting identified in connection with this evaluation that occurred during our fiscal quarter ended March 31, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.





PART II – OTHER INFORMATION





Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.





During the three months ended March 31, 2011, we sold the following securities without registration under the Securities Act of 1933, as amended (the “Securities Act”):





In January 2011, the Company completed a private offering of 8,000,000 Class A warrants of our common stock exercisable into 8,000,000 shares of our common stock to an accredited investor for aggregate gross proceeds of $800.  The Class A warrants have an exercise price of $0.005 per share, are exercisable during the period commencing on the date of grant and ending December 31, 2011, and expire at the end of the exercise period.   During January 2011, these warrants were exercised at a price of $.005 per share for aggregate cash consideration of $40,000.





In January 2011, the Company completed a private offering of 2,000,000 shares of our common stock and Class A warrants exercisable into 2,000,000 shares of our common stock to an accredited investor for aggregate gross proceeds of $20,000.  The Class A warrants have an exercise price of $0.01 per share, are exercisable during the period commencing on the date of grant and ending December 31, 2012, and expire at the end of the exercise period.





In February 2011, the Company completed a private offering of 2,000,000 shares of our common stock and Class A warrants exercisable into 2,000,000 shares of our common stock to an accredited investor for aggregate gross proceeds of $20,000.  The Class A warrants have an exercise price of $0.015 per share, are exercisable during the period commencing on the date of grant and ending December 31, 2012, and expire at the end of the exercise period.




Management believes the above shares of Common Stock and Class A warrants were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended. The certificates representing such shares bear the standard 1933 Act restrictive legend and the investors have executed documents representing that the shares were being acquired for investment purposes only and not with a view the distribution thereof.  No broker or underwriter was involved in any of the above transactions. The proceeds from the cash sales are being used for working capital.


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Item 6. Exhibits.





The following exhibits are included herein:





Exhibit No.

Exhibit31.1

Certification of Chief Executive Officer and Chief Financial Officer of the registrant required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended32.1

Certification of Chief Executive Officer and Chief Financial Officer of the registrant required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended





SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.








NATIONAL HEALTH PARTNERS, INC.Date: May 16, 2011
/s/ David M. DanielsDavid M. DanielsChief Executive Officer andChief Financial Officer





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